Attached files

file filename
EX-32.1 - EXHIBIT 32.1 - Medley Capital Corpexhibit321093018.htm
EX-31.2 - EXHIBIT 31.2 - Medley Capital Corpexhibit312093018.htm
EX-31.1 - EXHIBIT 31.1 - Medley Capital Corpexhibit311093018.htm
EX-21.1 - EXHIBIT 21.1 - Medley Capital Corpexhibit211093018.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form 10-K

(Mark One)
 
 
 
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended September 30, 2018
or
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to

Commission file number: 1-35040

MEDLEY CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware
 
27-4576073
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
 
 
280 Park Avenue, 6th Floor East, New York, NY 10017
 
10017
(Address of Principal Executive Offices)
 
(Zip Code)

(212) 759-0777

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: 
Title of Each Class
 
Name of Each Exchange on Which Registered
 
 
 
Common Stock, par value $0.001 per share
 
The New York Stock Exchange
Common Stock, par value $0.001 per share
 
The Tel Aviv Stock Exchange
6.500% Notes due 2021
 
The New York Stock Exchange
6.125% Notes due 2023
 
The New York Stock Exchange
5.300% Notes due 2024
 
The Tel Aviv Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨No ý

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 ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý




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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨          Accelerated filer ý        Non-accelerated filer ¨
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 Securities Exchange Act of 1934). Yes ¨ No ý

The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant as of March 29, 2018 was $183,532,776. The Registrant had 54,474,211 shares of common stock, $0.001 par value, outstanding as of December 3, 2018.



MEDLEY CAPITAL CORPORATION
TABLE OF CONTENTS

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I

In this annual report on Form 10-K, except as otherwise indicated, the terms: 

“we”, “us”, “our”, “Medley Capital” and the “Company” refer to Medley Capital Corporation, a Delaware corporation, and its subsidiaries for the periods after our consummation of the formation transaction and to Medley Capital BDC LLC, a Delaware limited liability company, for the periods prior to our consummation of the formation transaction described elsewhere in this Form 10-K;

“MCC Advisors” and the “Adviser” refer to MCC Advisors LLC, our investment adviser; MCC Advisors is a majority owned subsidiary of Medley LLC, which is controlled by Medley Management Inc. (“MDLY”), a publicly traded asset management firm, which in turn is controlled by Medley Group LLC, an entity wholly-owned by the senior professionals of Medley LLC; and

“Medley” refers, collectively, to the activities and operations of Medley Capital LLC, Medley LLC, MDLY, Medley Group LLC, MCC Advisors, associated investment funds and their respective affiliates.

Item 1. Business

GENERAL

Medley Capital Corporation is a non-diversified closed end management investment company incorporated in Delaware that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).  We completed our initial public offering (“IPO”) and commenced operations on January 20, 2011. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our first taxable year as a corporation. We are externally managed and advised by our investment adviser, MCC Advisors, pursuant to an investment management agreement.

Our investment objective is to generate current income and capital appreciation by lending directly to privately held middle market companies, primarily through directly originated transactions to help these companies expand their business, refinance and make acquisitions. Our investment portfolio generally consists of senior secured first lien term loans and senior secured second lien term loans. In connection with some of our investments, we receive warrants or other equity participation features which we believe will increase the total investment returns.

We believe the middle-market private debt market is undergoing structural shifts that are creating significant opportunities for non-bank lenders and investors. The underlying drivers of these structural changes include: reduced participation by banks in the private debt markets, particularly within the middle-market, and demand for private debt created by committed and uninvested private equity capital. We focus on taking advantage of this structural shift by lending directly to companies that are underserved by the traditional banking system and generally seek to avoid broadly marketed investment opportunities. We source investment opportunities primarily through direct relationships with financial sponsors, as well as financial intermediaries such as investment banks and commercial banks. As a leading provider of private debt, Medley is often sought out as a preferred financing partner.

Our investment activities are managed by our investment adviser, MCC Advisors, which is registered with the Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). MCC Advisors is an affiliate of Medley and is based in New York. Our Investment Team, which is provided for by MCC Advisors, is responsible for sourcing investment opportunities, conducting industry research, performing diligence on potential investments, structuring our investments and monitoring our portfolio companies on an ongoing basis.  MCC Advisors’ team draws on its expertise in lending to predominantly privately held borrowers in a range of sectors, including industrials, and transportation, energy and natural resources, financials and real estate.  In addition, MCC Advisors seeks to diversify our portfolio of loans by company type, asset type, transaction size, industry and geography.

Our Investment Team has on average over 20 years of experience in the credit business, including originating, underwriting, principal investing and loan structuring. Our Adviser, through Medley, has access to 72 employees, including 38 investment, origination and credit management professionals, and 34 operations, marketing and distribution professionals, each with extensive experience in their respective disciplines. We believe that MCC Advisors’ disciplined and consistent approach to origination, portfolio construction and risk management should allow it to achieve compelling risk-adjusted returns for Medley Capital.

MCC Advisors also serves as our administrator and provides us with office space, equipment and other office services. The responsibilities of our administrator include overseeing our financial records, preparing reports to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and professional services rendered to us by others.

As a BDC, we are required to comply with regulatory requirements, including limitations on our use of debt. We are permitted to, and expect to continue to, finance our investments through borrowings. However, as a BDC, we are only generally allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if certain requirements are met) after such borrowing. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing.

Opportunities for co-investments may arise when MCC Advisors or an affiliated investment adviser becomes aware of investment opportunities that may be appropriate for the Company, other clients, or affiliated funds. On November 25, 2013, the Company obtained an exemptive order from the SEC that permits us to participate in negotiated co-investment transactions with certain affiliates, each of whose investment adviser is Medley, LLC or an investment adviser controlled by Medley, LLC in a manner consistent with our investment objective, strategies and restrictions, as well as regulatory requirements and other pertinent factors (the “Prior Exemptive Order”). On March 29, 2017, the Company, MCC Advisors and certain other affiliated funds and investment advisers received an exemptive order (the “Exemptive Order”) that supersedes the Prior Exemptive Order and allows affiliated registered investment companies to participate in co-investment transactions with us that would otherwise have been prohibited under Section 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. On October 4, 2017, the Company, MCC Advisors and certain of our affiliates received an exemptive

1



order that supersedes the Exemptive Order (the “Current Exemptive Order”) and allows, in addition to the entities already covered by the Exemptive Order, Medley LLC and its subsidiary, Medley Capital LLC, to the extent they hold financial assets in a principal capacity, and any direct or indirect, wholly- or majority-owned subsidiary of Medley LLC that is formed in the future, to participate in co-investment transactions with us that would otherwise be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act. The terms of the Current Exemptive Order are otherwise substantially similar to the Exemptive Order. Co-investment under the Current Exemptive Order is subject to certain conditions, including the condition that, in the case of each co-investment transaction, our board of directors determines that it would to be in our best interest to participate in the transaction. However, neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.

In situations where co-investment with other funds managed by MCC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between our interests and those of other MCC Advisors clients, MCC Advisors will need to decide which client will proceed with the investment. MCC Advisors will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts on an alternating basis that will be fair and equitable over time. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which a fund managed by MCC Advisors or its affiliates has previously invested. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

On March 26, 2013, our wholly-owned subsidiary, Medley SBIC LP (“SBIC LP”), a Delaware limited partnership, received a license from the Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Company Act of 1958, as amended.

The SBIC license allows SBIC LP to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest-only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to SBIC LP’s assets over our stockholders in the event we liquidate SBIC LP or the SBA exercises its remedies under the SBA-guaranteed debentures issued by SBIC LP upon an event of default.

SBA regulations currently limit the amount that SBIC LP may borrow to a maximum of $150 million when it has at least $75 million in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. In June 2018, the U.S. Senate passed the Small Business Investment Opportunity Act, which the President signed into law, that amended the Small Business Investment Act of 1958 by increasing the individual leverage limit from $150 million to $175 million, subject to SBA approvals.

On November 16, 2012, we obtained an exemptive order from the SEC to permit us to exclude the debt of SBIC LP guaranteed by the SBA from our 200% asset coverage test under the 1940 Act. The exemptive order provides us with increased flexibility under the 200% asset coverage test by permitting us to borrow, through SBIC LP, up to $150 million more than we would otherwise be able to absent the receipt of this exemptive order.

Our principal executive office is located at 280 Park Avenue, 6th Floor East, New York, NY 10017 and our telephone number is (212) 759-0777.

Formation Transactions

Medley Capital BDC LLC (the “LLC”), a Delaware limited liability company, was formed on April 23, 2010.

Prior to the pricing of our IPO, Medley Opportunity Fund LP (“MOF LP”), a Delaware limited partnership, and Medley Opportunity Fund, Ltd. (“MOF LTD”), a Cayman Islands exempted limited liability company, transferred all of their respective interests in six loan participations in secured loans to middle market companies with a combined fair value, plus payment-in-kind interest and accrued interest thereon, of approximately $84.95 million (the “Loan Assets”) to MOF I BDC LLC, a Delaware limited liability company (“MOF I BDC”) in exchange for membership interests in MOF I BDC.  As a result, MOF LTD owned approximately 90% of the outstanding MOF I BDC membership interests and MOF LP owned approximately 10% of the outstanding MOF I BDC membership interests. On January 18, 2011, each of MOF LTD and MOF LP contributed their respective MOF I BDC membership interests to the LLC in exchange for LLC membership interests. As a result, MOF I BDC became a wholly-owned subsidiary of the LLC.

On January 18, 2011, the LLC converted into Medley Capital Corporation, a Delaware corporation.  As a result, MOF LTD and MOF LP’s LLC membership interests were exchanged for 5,759,356 shares of the Company’s common stock at $14.75 per share.  On January 20, 2011, the Company filed an election to be regulated as a BDC under the 1940 Act.

On January 20, 2011, we priced our IPO and sold 11,111,112 shares of common stock at $12.00 per share.  On February 24, 2011, an additional 450,000 shares of our common stock were issued at a price of $12.00 per share pursuant to the partial exercise of the underwriters’ over-allotment option.  Net of underwriting fees and estimated offering costs, the Company raised a total of approximately $129.6 million. Our shares began trading on January 20, 2011 on the New York Stock Exchange (“NYSE”) under the symbol “MCC.”

Investment Process Overview

We view our investment process as consisting of three distinct phases described below:

Sourcing and Origination   MCC Advisors sources investment opportunities through access to a network of contacts developed in the financial services and related industries by Medley. It is the Adviser’s responsibility to identify specific opportunities, to refine opportunities through rigorous due diligence of the underlying facts and circumstances while remaining flexible and responsive to client’s needs. With a total of 38 investment professionals based in New York involved in sourcing and origination for MCC Advisors, each investment professional is able to maintain long-standing relationships and responsibility for a specified market. Each quarter, these origination efforts attract hundreds of inquiries from potential middle market borrowers.


2



An investment pipeline is maintained to manage all prospective investment opportunities and is reviewed weekly by the Investment Committee of MCC Advisors (“Investment Committee”). The purpose of the investment pipeline, which is comprised of all prospective investment opportunities at various stages of due diligence and approval, is to evaluate, monitor and approve all of our investments, subject to the oversight of our Investment Committee. 

Credit Evaluation We utilize a systematic, consistent approach to credit evaluation developed by Medley, with a particular focus on determining the value of a business in a downside scenario. The key criteria that we consider and attributes that we seek include: (i) strong and resilient underlying business fundamentals; (ii) a substantial equity cushion in the form of capital ranking junior in the right of payment to our investment; (iii) sophisticated management teams with a minimum operating history of two years; (iv) a conclusion that overall downside risk is manageable; (v) collateral support in the form of accounts receivable, inventory, machinery, equipment, real estate, IP, overall enterprise value and other assets; and (vi) limited requirements for future financing beyond the proposed commitment. The first review of an opportunity is conducted using the above-mentioned analysis to determine if the opportunity meets MCC Advisors' general investment criteria. The next three reviews performed by the Investment Committee include the following: (1) an Early Read Memo, (2) a Green Light Memo, and (3) Investment Committee approval memo. MCC Advisors maintains a rigorous in-house due diligence process. Prior to making each investment, MCC Advisors subjects each potential portfolio company to an extensive credit review process, including analysis of market and operational dynamics as well as both historical and projected financial information. Areas of additional focus include management or sponsor experience, industry and competitive dynamics, and tangible asset values. Background checks and tax compliance checks are typically required on all portfolio company management teams.

Our due diligence process typically entails:
 
negotiation and execution of a term sheet;

on-site visits;

interviews with management, employees, customers and vendors;

review of loan documents and material contracts, as applicable;

obtaining  background checks on all principals/partners/founders;

completing customer and supplier calls;

review of tax and accounting issues related to a contemplated capital structure;

developing a financial model with sensitivity analysis that includes a management case, expected case and downside case;

receiving third party reports such as environmental, appraisal and consulting reports, as applicable.

Monitoring  MCC Advisors views active portfolio monitoring as a vital part of our investment process. MCC Advisors utilizes a best-practice investment management system called Black Mountain (“BMS”), which maintains a centralized, dynamic electronic reporting system which houses, organizes and archives all portfolio data by investment. This is the primary system that tracks all changes to investment terms and conditions. On a quarterly basis, the asset management team produces a report from BMS for each investment within the portfolio by summarizing the investment’s general information, terms and structure, financial performance, covenant package, and business updates. This feature enables MCC Advisors to track the history of every investment, while maintaining access to the most recent reporting information available, ensuring accurate reporting of the investment.

MCC Advisors will typically require portfolio companies to adhere to certain affirmative covenants requiring the following reports:
 
Ÿ
monthly financial statements
Ÿ
annual audits and management letters
 
 
 
 
Ÿ
monthly covenant certificates
Ÿ
quarterly industry updates
 
 
 
 
Ÿ
monthly management discussion & analysis
Ÿ
quarterly customer and supplier concentration updates
 
 
 
 
Ÿ
monthly bank statements
Ÿ
quarterly backlog/pipeline reports
 
 
 
 
Ÿ
annual insurance certificates
Ÿ
annual budgets and forecasts.

MCC Advisors holds quarterly portfolio reviews where the Investment Committee reviews each transaction in detail and reassesses the risk rating presently assigned.
 
Rating Criteria   In addition to external risk management research and internal monitoring tools, we use an investment rating system to characterize and monitor the credit profile and our expected level of returns on each investment in our portfolio. We use a five-level numeric rating scale. The following is a description of the conditions associated with each investment rating:


3



Credit
Rating
 
Definition
 
 
 
1

 
Investments that are performing above expectations.
2

 
Investments that are performing within expectations, with risks that are neutral or favorable compared to risks at the time of origination.
 

 
All new loans are rated ‘2’.
3

 
Investments that are performing below expectations and that require closer monitoring, but where no loss of interest, dividend or principal is expected.
 

 
Companies rated ‘3’ may be out of compliance with financial covenants, however, loan payments are generally not past due.
4

 
Investments that are performing below expectations and for which risk has increased materially since origination.
 

 
Some loss of interest or dividend is expected but no loss of principal.
 

 
In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).
5

 
Investments that are performing substantially below expectations and whose risks have increased substantially since origination.
 
 
Most or all of the debt covenants are out of compliance and payments are substantially delinquent.
 
 
Some loss of principal is expected.
 
Investment Committee
 
The purpose of the Investment Committee, which is comprised of a minimum of three members selected from senior members of MCC Advisors’ Investment Team, is to evaluate and approve all of our investments. The Investment Committee process is intended to bring the diverse experience and perspectives of the committee’s members to the analysis and consideration of each investment. The Investment Committee serves to provide investment consistency and adherence to our core investment philosophy and policies. The Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.
 
In addition to reviewing investments, Investment Committee meetings serve as a forum to discuss credit views and outlooks. Potential transactions and deal flow are reviewed on a regular basis.  Members of the investment team are encouraged to share information and views on credits with the Investment Committee early in their analysis.  We believe this process improves the quality of the analysis and assists the investment team members to work more efficiently.
 
Each transaction is presented to the Investment Committee in a formal written report. All of our new investments and the exit or sale of an existing investment must be approved by a majority vote of the Investment Committee, although unanimous agreement is sought.
 
Investment Structure
 
Once we have determined that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers to structure an investment.  We negotiate among these parties to agree on how our investment is expected to perform relative to the other capital in the portfolio company’s capital structure.

We structure our investments, which typically have maturities of three to seven years, as follows:

Senior Secured First Lien Term Loans   We structure these investments as senior secured loans.  We obtain security interests in the assets of the portfolio companies that serve as collateral in support of the repayment of such loans.  This collateral generally takes the form of first-priority liens on the assets of the portfolio company borrower.  Our senior secured loans may provide for amortization of principal with the majority of the amortization due at maturity.

Senior Secured Second Lien Term Loans   We structure these investments as junior, secured loans. We obtain security interests in the assets of these portfolio companies that serves as collateral in support of the repayment of such loans. This collateral generally takes the form of second-priority liens on the assets of a portfolio company. These loans typically provide for amortization of principal in the initial years of the loans, with the majority of the amortization due at maturity.

Senior Secured First Lien Notes   We structure these investments as senior secured loans. We obtain security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of such loans. This collateral generally takes the form of priority liens on the assets of a portfolio company. These loans typically have interest-only payments (often representing a combination of cash pay and payment-in-kind, or ("PIK") interest), with amortization of principal due at maturity. PIK interest represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term and recorded as interest income on an accrual basis to the extent such amounts are expected to be collected.

Warrants and Minority Equity Securities   In some cases, we may also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a debt investment.  As a result, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest.  We may structure such warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the occurrence of specified events.  In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include demand and “piggyback” registration rights.

Unitranche Loans   We structure our unitranche loans, which combine the characteristics of traditional senior secured first lien term loans and subordinated notes as senior secured loans.  We obtain security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral generally takes the form of first-priority liens on the assets of a portfolio company.  Unitranche loans typically provide for amortization of principal in the initial years of the loans, with the majority of the amortization due at maturity.

4



 
Unsecured Debt   We structure these investments as unsecured, subordinated loans that provide for relatively high, fixed interest rates that provide us with significant current interest income. These loans typically have interest-only payments (often representing a combination of cash pay and payment-in-kind, or PIK interest), with amortization of principal due at maturity. Subordinated notes generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. Subordinated notes are generally more volatile than secured loans and may involve a greater risk of loss of principal. Subordinated notes often include a PIK feature, which effectively operates as negative amortization of loan principal.

We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results.  We seek to limit the downside potential of our investments by:

selecting investments that we believe have a low probability of loss of principal;

requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us appropriately for credit risk; and

negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or rights to a seat on the board of directors under some circumstances.

We expect to hold most of our investments to maturity or repayment, but we may realize or sell some of our investments earlier if a liquidity event occurs, such as a sale or recapitalization transaction, or the worsening of the credit quality of the portfolio company.

Managerial Assistance

As a BDC, we offer, and must provide upon request, managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. MCC Advisors provides such managerial assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services and will reimburse MCC Advisors, as our administrator, for its allocated costs in providing such assistance, subject to the review and approval by our board of directors, including our independent directors.

Leverage

Through any credit facility that we may enter into in the future, we may borrow funds to make additional investments, a practice known as ‘‘leverage,’’ to attempt to increase return to our stockholders. The amount of leverage that we employ at any particular time will depend on our Adviser's and our board of directors’ assessments of market and other factors at the time of any proposed borrowing. We are also subject to certain regulatory requirements relating to our borrowings. For a discussion of such requirements, see ‘‘Regulation - Senior Securities’’ and ‘‘Regulation - Small Business Investment Company Regulations.’’

We may from time to time seek to retire or repurchase our common stock through cash purchases, as well as retire, cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. The amounts involved may be material.

Competition

Our primary competitors to provide financing to private middle-market companies are public and private funds, commercial and investment banks, commercial finance companies, other BDCs, SBICs and private equity and hedge funds. Some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our favorable RIC tax status.

Employees

We do not have any employees. Our day-to-day investment operations are managed by our Adviser. Our Adviser employs a total of over 38 investment professionals, including its principals. In addition, we reimburse our administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations under an administration agreement, including the compensation of our Chief Financial Officer and Chief Compliance Officer, and their staff. 

Administration

We have entered into an administration agreement, pursuant to which MCC Advisors furnishes us with office facilities, equipment and clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under our administration agreement, MCC Advisors performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.


5



Merger Agreements

On August 9, 2018 the Company entered into a definitive agreement to merge with Sierra Income Corporation (“Sierra”). Pursuant to the Agreement and Plan of Merger (the “MCC Merger Agreement”) by and between Sierra and the Company, the Company will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into Sierra, with Sierra as the surviving entity in the merger (the "MCC Merger"). Under the MCC Merger, each share of our common stock issued and outstanding immediately prior to the MCC Merger effective time, other than other than shares of our common stock held by the Company, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of Sierra’s common stock.

Simultaneously, pursuant to the Agreement and Plan of Merger (the “MDLY Merger Agreement”) by and among Sierra, MDLY and Sierra Management, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Sierra (“Merger Sub”), MDLY will, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into the Merger Sub, and MDLY’s existing asset management business will continue to operate as a wholly owned subsidiary of Sierra in the merger (the “MDLY Merger” together with the MCC Merger, the “Mergers”). In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of Sierra’s common stock; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s stockholders will have the right to receive certain dividends and/or other payments.

As a condition to closing, Sierra’s common stock will be listed to trade on the NYSE and the Tel Aviv Stock Exchange. The Mergers are cross conditioned upon each other and are subject to approval by the stockholders of the Company, Sierra and MDLY, regulators, including the SEC, other customary closing conditions and third party consents.

Information Available

We maintain a website at http://www.medleycapitalcorp.com.  We make available, free of charge, on our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission, or SEC. Information contained on our website is not incorporated by reference into this annual report on Form 10-K and you should not consider information contained on our website to be part of this annual report on Form 10-K or any other report we file with the SEC.

INVESTMENTS

We have built a diverse portfolio that includes senior secured first lien term loans, senior secured second lien term loans, unitranche, senior secured first lien notes, subordinated notes and warrants and minority equity securities by investing approximately $10 million to $50 million of capital, on average, in the securities of middle-market companies.

The following table shows the portfolio composition by industry grouping at fair value at September 30, 2018 (dollars in thousands):
 
Fair Value
 
Percentage
Services:  Business
$
95,021

 
14.5
%
Construction & Building
92,850

 
14.2

Multisector Holdings
78,371

 
12.0

High Tech Industries
65,662

 
10.0

Healthcare & Pharmaceuticals
46,020

 
7.0

Energy:  Oil & Gas
45,584

 
7.0

Aerospace & Defense
36,714

 
5.6

Hotel, Gaming & Leisure
32,487

 
5.0

Containers, Packaging & Glass
24,219

 
3.7

Banking, Finance, Insurance & Real Estate
22,587

 
3.4

Wholesale
18,515

 
2.8

Services:  Consumer
16,940

 
2.6

Consumer goods:  Durable
15,307

 
2.3

Automotive
13,027

 
2.0

Capital Equipment
12,944

 
2.0

Metals & Mining
8,814

 
1.3

Consumer goods:  Non-durable
6,252

 
0.9

Retail
5,802

 
0.9

Media:  Broadcasting & Subscription
5,703

 
0.9

Chemicals, Plastics & Rubber
4,078

 
0.6

Environmental Industries
3,283

 
0.5

Media: Advertising, Printing & Publishing
2,750

 
0.4

Forest Products & Paper
2,500

 
0.4

Total
$
655,430

 
100.0
%
 


6



The following table shows the portfolio composition by industry grouping at fair value at September 30, 2017 (dollars in thousands):
 
Fair Value
 
Percentage
Services:  Business
$
142,912

 
17.1
%
Construction & Building
130,633

 
15.6

Healthcare & Pharmaceuticals
67,301

 
8.0

Banking, Finance, Insurance & Real Estate
63,491

 
7.6

Hotel, Gaming & Leisure
63,012

 
7.5

Multisector Holdings
56,138

 
6.7

Energy:  Oil & Gas
54,800

 
6.5

Aerospace & Defense
53,650

 
6.4

Automotive
38,434

 
4.6

Containers, Packaging & Glass
38,086

 
4.6

High Tech Industries
25,809

 
3.1

Metals & Mining
21,127

 
2.5

Chemicals, Plastics & Rubber
20,012

 
2.4

Beverage & Food
16,118

 
1.9

Capital Equipment
13,180

 
1.6

Media:  Broadcasting & Subscription
8,384

 
1.0

Services:  Consumer
7,967

 
1.0

Wholesale
7,067

 
0.8

Retail
3,584

 
0.4

Media: Advertising, Printing & Publishing
2,955

 
0.4

Environmental Industries
1,330

 
0.2

Consumer goods:  Durable
850

 
0.1

Consumer goods:  Non-durable
151

 
0.0

Total
$
836,991

 
100.0
%

The following table sets forth certain information as of September 30, 2018, for each portfolio company in which we had an investment. Other than these investments, our only formal relationship with our portfolio companies is the managerial assistance that we provide upon request and the board observer or participation rights we may receive in connection with our investment. 
Name of Portfolio Company
 
Sector
 
Security Owned by Us
 
Maturity
 
Interest Rate(1)
 
Principal Due at Maturity
 
Fair Value
 
% of Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1888 Industrial Services, LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan A
 
9/30/2021
 
7.34
%
 
$
8,984,232

 
$
8,984,232

 
2.8
 %
1888 Industrial Services, LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan B
 
9/30/2021
 
10.34
%
 
21,762,155

 
19,725,217

 
6.1
 %
1888 Industrial Services, LLC
 
Energy:  Oil & Gas
 
Revolving Credit Facility
 
9/30/2021
 
7.34
%
 
3,593,693

 
3,593,693

 
1.1
 %
1888 Industrial Services, LLC
 
Energy:  Oil & Gas
 
Equity
 
 
 
 
 

 

 
0.0
 %
3SI Security Systems, Inc.
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
6/16/2023
 
8.08
%
 
17,325,000

 
17,325,000

 
5.4
 %
Access Media Holdings, LLC
 
Media:  Broadcasting & Subscription
 
Senior Secured First Lien Term Loan
 
7/22/2020
 
10.00
%
 
9,072,532

 
5,876,279

 
1.8
 %
Access Media Holdings, LLC
 
Media:  Broadcasting & Subscription
 
Preferred Equity Series A
 
 
 
 
 
1,600,000

 

 
0.0
 %
Access Media Holdings, LLC
 
Media:  Broadcasting & Subscription
 
Preferred Equity Series AA
 
 
 
 
 
800,000

 

 
0.0
 %
Access Media Holdings, LLC
 
Media:  Broadcasting & Subscription
 
Preferred Equity Series AAA
 
 
 
 
 
899,200

 
(172,800
)
 
(0.1
)%
Access Media Holdings, LLC
 
Media:  Broadcasting & Subscription
 
Equity
 
 
 
 
 

 

 
0.0
 %
Accupac, Inc.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan
 
9/14/2023
 
6.74
%
 
9,788,793

 
9,788,793

 
3.1
 %

7



Name of Portfolio Company
 
Sector
 
Security Owned by Us
 
Maturity
 
Interest Rate(1)
 
Principal Due at Maturity
 
Fair Value
 
% of Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alpine SG, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan
 
11/16/2022
 
8.34
%
 
13,398,750

 
13,398,750

 
4.2
 %
Alpine SG, LLC
 
High Tech Industries
 
Senior Secured First Lien Delayed Draw Term Loan
 
11/16/2022
 
8.34
%
 
6,617,630

 
6,617,630

 
2.1
 %
Alpine SG, LLC
 
High Tech Industries
 
Revolving Credit Facility
 
11/16/2022
 
 
 

 

 
0.0
 %
American Dental Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan
 
9/25/2023
 
10.89
%
 
6,500,000

 
6,565,000

 
2.1
 %
Asurion, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan
 
8/4/2025
 
8.74
%
 
7,000,000

 
7,140,000

 
2.2
 %
Autosplice, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan
 
6/17/2020
 
10.34
%
 
13,891,687

 
13,958,367

 
4.4
 %
Barry's Bootcamp Holdings, LLC
 
Services:  Consumer
 
Senior Secured First Lien Term Loan
 
7/14/2022
 
8.39
%
 
7,628,570

 
7,505,750

 
2.3
 %
Barry's Bootcamp Holdings, LLC
 
Services:  Consumer
 
Senior Secured First Lien Delayed Draw Term Loan
 
7/14/2022
 
 
 

 

 
0.0
 %
Barry's Bootcamp Holdings, LLC
 
Services:  Consumer
 
Revolving Credit Facility
 
7/14/2022
 
8.34
%
 
2,200,000

 
2,200,000

 
0.7
 %
Be Green Packaging, LLC
 
Containers, Packaging & Glass
 
Equity
 
 
 
 
 

 

 
0.0
 %
Black Angus Steakhouses, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan
 
4/24/2020
 
11.34
%
 
7,495,536

 
7,373,065

 
2.3
 %
Black Angus Steakhouses, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Delayed Draw Term Loan
 
4/24/2020
 
 
 

 

 
0.0
 %
Black Angus Steakhouses, LLC
 
Hotel, Gaming & Leisure
 
Revolving Credit Facility
 
4/24/2020
 
11.34
%
 
267,857

 
267,857

 
0.1
 %
Brantley Transportation LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan
 
8/2/2017
 
12.00
%
 
12,829,552

 
2,882,800

 
0.9
 %
Brantley Transportation LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Delayed Draw
 
8/2/2017
 
7.08
%
 
503,105

 
503,105

 
0.2
 %
Brantley Transportation LLC
 
Energy:  Oil & Gas
 
Equity
 
 
 
 
 

 

 
0.0
 %
Brook & Whittle Holding Corp.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan
 
10/17/2023
 
8.34
%
 
1,320,297

 
1,331,381

 
0.4
 %
Brook & Whittle Holding Corp.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Delayed Draw Term Loan
 
10/17/2023
 
 
 

 

 
0.0
 %
Caddo Investors Holdings 1 LLC
 
Forest Products & Paper
 
Equity
 
 
 
10.25
%
 
2,500,000

 
2,500,000

 
0.8
 %
Capstone Nutrition
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan
 
9/25/2020
 
14.84
%
 
30,252,541

 
12,657,663

 
3.9
 %
Capstone Nutrition
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Delayed Draw
 
9/25/2020
 
14.84
%
 
13,604,437

 
5,692,096

 
1.8
 %
Capstone Nutrition
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Incremental Delayed Draw
 
9/25/2020
 
14.84
%
 
2,242,721

 
2,242,721

 
0.7
 %
Capstone Nutrition
 
Healthcare & Pharmaceuticals
 
Equity
 
 
 
 
 

 

 
0.0
 %
Capstone Nutrition
 
Healthcare & Pharmaceuticals
 
Equity
 
 
 
 
 

 

 
0.0
 %
Central States Dermatology Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan
 
4/20/2022
 
8.89
%
 
1,076,331

 
1,076,331

 
0.3
 %
Central States Dermatology Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Delayed Draw Term Loan
 
4/20/2022
 
8.89
%
 
270,991

 
270,991

 
0.1
 %
CP OPCO, LLC
 
Services:  Consumer
 
Senior Secured First Lien Term Loan B
 
4/1/2019
 
10.75
%
 
1,375,911

 
234,042

 
0.1
 %

8



Name of Portfolio Company
 
Sector
 
Security Owned by Us
 
Maturity
 
Interest Rate(1)
 
Principal Due at Maturity
 
Fair Value
 
% of Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CP OPCO, LLC
 
Services:  Consumer
 
Senior Secured First Lien Term Loan C
 
4/1/2019
 
13.75
%
 
10,352,733

 

 
0.0
 %
CP OPCO, LLC
 
Services:  Consumer
 
Preferred Facility
 
4/1/2019
 
12.25
%
 
5,883,641

 

 
0.0
 %
CP OPCO, LLC
 
Services:  Consumer
 
Equity
 
 
 
 
 

 

 
0.0
 %
CPI International, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan
 
7/28/2025
 
9.49
%
 
4,010,025

 
4,034,486

 
1.3
 %
Crow Precision Components, LLC
 
Aerospace & Defense
 
Senior Secured First Lien Term Loan
 
9/30/2019
 
10.84
%
 
12,890,000

 
12,890,000

 
4.0
 %
Crow Precision Components, LLC
 
Aerospace & Defense
 
Equity
 
 
 
 
 

 
521,203

 
0.2
 %
CT Technologies Intermediate Holdings, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan
 
12/1/2022
 
11.24
%
 
7,500,000

 
7,223,250

 
2.3
 %
DataOnline Corp.
 
High Tech Industries
 
Senior Secured First Lien Term Loan
 
7/31/2025
 
8.09
%
 
16,000,000

 
16,000,000

 
5.0
 %
DataOnline Corp.
 
High Tech Industries
 
Revolving Credit Facility
 
7/31/2024
 
 
 

 

 
0.0
 %
Dream Finders Homes, LLC
 
Construction & Building
 
Senior Secured First Lien Term Loan B
 
10/1/2019
 
16.84
%
 
2,418,494

 
2,418,494

 
0.8
 %
Dream Finders Homes, LLC
 
Construction & Building
 
Preferred Equity
 
 
 
8.00
%
 
3,866,737

 
3,866,737

 
1.2
 %
Dynamic Energy Services International LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan
 
5/6/2019
 
15.84
%
 
20,952,402

 
6,040,577

 
1.9
 %
Engineered Machinery Holdings, Inc.
 
Capital Equipment
 
Senior Secured Second Lien Term Loan
 
7/18/2025
 
9.64
%
 
1,671,064

 
1,662,708

 
0.5
 %
FKI Security Group, LLC
 
Capital Equipment
 
Senior Secured First Lien Term Loan
 
3/30/2020
 
10.84
%
 
11,281,250

 
11,281,250

 
3.5
 %
Footprint Acquisition, LLC
 
Services:  Business
 
Preferred Equity
 
 
 
8.75
%
 
6,677,895

 
6,677,895

 
2.1
 %
Footprint Acquisition, LLC
 
Services:  Business
 
Equity
 
 
 
 
 

 
1,753,260

 
0.6
 %
Freedom Powersports, LLC
 
Automotive
 
Senior Secured First Lien Term Loan
 
9/26/2019
 
12.34
%
 
10,930,000

 
10,930,000

 
3.4
 %
Friedrich Holdings, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan
 
2/7/2023
 
8.13
%
 
9,950,349

 
9,950,349

 
3.1
 %
Global Accessories Group, LLC
 
Consumer goods:  Non-durable
 
Equity
 
 
 
 
 

 
151,339

 
0.0
 %
Heligear Acquisition Co.
 
Aerospace & Defense
 
Senior Secured First Lien Note
 
10/15/2019
 
10.25
%
 
20,000,000

 
19,268,000

 
6.0
 %
The Imagine Group, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured Second Lien Term Loan
 
6/21/2023
 
11.00
%
 
3,000,000

 
2,750,100

 
0.9
 %
Impact Sales, LLC
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
6/27/2023
 
8.64
%
 
3,457,319

 
3,457,319

 
1.1
 %
Impact Sales, LLC
 
Services:  Business
 
Senior Secured First Lien Delayed Draw Term Loan
 
6/27/2023
 
8.58
%
 
1,427,914

 
1,427,914

 
0.5
 %
InterFlex Acquisition Company, LLC
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan
 
8/18/2022
 
10.24
%
 
14,062,500

 
13,048,594

 
4.1
 %
Jackson Hewitt Tax Service Inc.
 
Services:  Consumer
 
Senior Secured First Lien Term Loan
 
5/31/2023
 
8.49
%
 
7,000,000

 
7,000,000

 
2.2
 %
JFL-NGS Partners, LLC
 
Construction & Building
 
Preferred Equity - A-2 Preferred
 
 
 
3.00
%
 
31,468,755

 
31,468,755

 
9.8
 %
JFL-NGS Partners, LLC
 
Construction & Building
 
Preferred Equity - A-1 Preferred
 
 
 
3.00
%
 
4,072,311

 
4,072,311

 
1.3
 %
JFL-NGS Partners, LLC
 
Construction & Building
 
Equity
 
 
 
 
 

 
9,825,804

 
3.1
 %

9



Name of Portfolio Company
 
Sector
 
Security Owned by Us
 
Maturity
 
Interest Rate(1)
 
Principal Due at Maturity
 
Fair Value
 
% of Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JFL-WCS Partners, LLC
 
Environmental Industries
 
Preferred Equity - Class A Preferred
 
 
 
6.00
%
 
1,166,292

 
1,166,292

 
0.4
 %
JFL-WCS Partners, LLC
 
Environmental Industries
 
Equity
 
 
 
 
 

 
215,116

 
0.1
 %
L & S Plumbing Partnership, Ltd.
 
Construction & Building
 
Senior Secured First Lien Term Loan
 
2/15/2022
 
10.81
%
 
19,529,449

 
19,765,755

 
6.2
 %
Lighting Science Group Corporation
 
Containers, Packaging & Glass
 
Warrants
 
2/19/2024
 
 
 

 
50,000

 
0.0
 %
Manna Pro Products, LLC
 
Consumer goods:  Non-durable
 
Senior Secured First Lien Term Loan
 
12/8/2023
 
8.15
%
 
5,453,570

 
5,434,482

 
1.7
 %
Manna Pro Products, LLC
 
Consumer goods:  Non-durable
 
Senior Secured First Lien Delayed Draw Term Loan
 
12/8/2023
 
8.23
%
 
670,363

 
666,517

 
0.2
 %
MCC Senior Loan Strategy JV I LLC
 
Multisector Holdings
 
Equity
 
 
 
 
 

 
78,370,891

 
24.4
 %
Midcoast Energy, LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan
 
8/1/2025
 
7.84
%
 
3,000,000

 
3,003,900

 
0.9
 %
NVTN LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan
 
11/9/2020
 
6.08
%
 
4,005,990

 
4,005,990

 
1.2
 %
NVTN LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan B
 
11/9/2020
 
11.33
%
 
11,837,367

 
11,837,367

 
3.7
 %
NVTN LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan C
 
11/9/2020
 
14.08
%
 
7,479,397

 
7,479,397

 
2.3
 %
NVTN LLC
 
Hotel, Gaming & Leisure
 
Equity
 
 
 
 
 

 

 
0.0
 %
OmniVere, LLC
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
5/5/2019
 
15.31
%
 
29,590,984

 

 
0.0
 %
OmniVere, LLC
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
5/5/2019
 
8.00
%
 
4,392,738

 
1,374,048

 
0.4
 %
OmniVere, LLC
 
Services:  Business
 
Unsecured Debt
 
7/24/2025
 
8.00
%
 
28,912,172

 

 
0.0
 %
OmniVere, LLC
 
Services:  Business
 
Equity
 
 
 
 
 

 

 
0.0
 %
Oxford Mining Company, LLC
 
Metals & Mining
 
Senior Secured First Lien Term Loan
 
12/31/2018
 
13.89
%
 
21,925,733

 
8,814,145

 
2.7
 %
Path Medical, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan
 
10/11/2021
 
11.89
%
 
8,151,557

 
7,654,312

 
2.4
 %
Path Medical, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan A
 
10/11/2021
 
11.89
%
 
2,808,500

 
2,637,182

 
0.8
 %
Path Medical, LLC
 
Healthcare & Pharmaceuticals
 
Warrants
 
1/9/2027
 
 
 

 

 
0.0
 %
Point.360
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
7/8/2020
 
8.39
%
 
2,103,712

 
1,051,856

 
0.3
 %
Point.360
 
Services:  Business
 
Equity
 
 
 
 
 

 

 
0.0
 %
Point.360
 
Services:  Business
 
Warrants
 
7/8/2020
 
 
 

 

 
0.0
 %
RateGain Technologies, Inc.
 
Hotel, Gaming & Leisure
 
Unsecured Debt
 
7/31/2020
 
 
 
761,905

 
761,905

 
0.2
 %
RateGain Technologies, Inc.
 
Hotel, Gaming & Leisure
 
Unsecured Debt
 
7/31/2021
 
 
 
761,905

 
761,905

 
0.2
 %
Redwood Services Group, LLC
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
6/6/2023
 
8.31
%
 
6,022,406

 
6,022,406

 
1.9
 %
Redwood Services Group, LLC
 
Services:  Business
 
Senior Secured First Lien Delayed Draw Term Loan
 
6/6/2023
 
8.08
%
 
1,373,485

 
1,373,485

 
0.4
 %
Redwood Services Group, LLC
 
Services:  Business
 
Revolving Credit Facility
 
6/6/2023
 
 
 

 

 
0.0
 %

10



Name of Portfolio Company
 
Sector
 
Security Owned by Us
 
Maturity
 
Interest Rate(1)
 
Principal Due at Maturity
 
Fair Value
 
% of Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RMS Holding Company, LLC
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
11/16/2022
 
8.34
%
 
15,269,745

 
15,269,745

 
4.8
 %
RMS Holding Company, LLC
 
Services:  Business
 
Revolving Credit Facility
 
11/16/2022
 
8.34
%
 
1,073,204

 
1,066,744

 
0.3
 %
SavATree, LLC
 
Environmental Industries
 
Senior Secured First Lien Term Loan
 
6/2/2022
 
7.64
%
 
1,858,855

 
1,858,855

 
0.6
 %
SavATree, LLC
 
Environmental Industries
 
Senior Secured First Lien Delayed Draw Term Loan
 
6/2/2022
 
7.64
%
 
43,225

 
43,225

 
0.0
 %
Sendero Drilling Company, LLC
 
Energy:  Oil & Gas
 
Unsecured Debt
 
8/31/2019
 
8.00
%
 
850,000

 
850,000

 
0.3
 %
Seotowncenter, Inc.
 
Services:  Business
 
Equity
 
 
 
 
 

 
532,885

 
0.2
 %
SFP Holding, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan
 
9/1/2022
 
8.64
%
 
9,739,371

 
9,739,371

 
3.0
 %
SFP Holding, Inc.
 
Construction & Building
 
Senior Secured First Lien Delayed Draw Term Loan
 
9/1/2022
 
8.59
%
 
1,005,364

 
1,005,364

 
0.3
 %
SFP Holding, Inc.
 
Construction & Building
 
Equity
 
 
 
 
 

 
736,905

 
0.2
 %
Ship Supply Acquisition Corporation
 
Services:  Business
 
Senior Secured First Lien Term Loan
 
7/31/2020
 
10.34
%
 
7,330,098

 
3,512,583

 
1.1
 %
SMART Financial Operations, LLC
 
Retail
 
Senior Secured First Lien Term Loan
 
11/22/2021
 
12.31
%
 
2,775,000

 
2,775,833

 
0.9
 %
SMART Financial Operations, LLC
 
Retail
 
Senior Secured First Lien Delayed Draw Term Loan
 
11/22/2021
 
12.31
%
 
2,325,000

 
2,326,418

 
0.7
 %
SMART Financial Operations, LLC
 
Retail
 
Equity
 
 
 
 
 

 
700,000

 
0.2
 %
SRS Software, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan
 
2/17/2022
 
9.39
%
 
7,387,500

 
7,461,375

 
2.3
 %
Stancor, Inc.
 
Services:  Business
 
Equity
 
 
 
 
 

 
274,367

 
0.1
 %
Starfish Holdco, LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan
 
8/18/2025
 
11.24
%
 
4,000,000

 
4,000,000

 
1.2
 %
TPG Plastics LLC
 
Chemicals, Plastics & Rubber
 
Senior Secured Second Lien Term Loan
 
12/31/2019
 
5.25
%
 
401,346

 
401,346

 
0.1
 %
TPG Plastics LLC
 
Chemicals, Plastics & Rubber
 
Unsecured Debt
 
 
 
10.00
%
 
360,000

 
360,000

 
0.1
 %
TPG Plastics LLC
 
Chemicals, Plastics & Rubber
 
Unsecured Debt
 
 
 
1.00
%
 
646,996

 
646,996

 
0.2
 %
TPG Plastics LLC
 
Chemicals, Plastics & Rubber
 
Equity
 
 
 
 
 

 
2,670,154

 
0.8
 %
Trans-Fast Remittance LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan
 
12/2/2021
 
10.10
%
 
3,567,857

 
3,571,557

 
1.1
 %
Trans-Fast Remittance LLC
 
Banking, Finance, Insurance & Real Estate
 
Revolving Credit Facility
 
12/2/2021
 
10.10
%
 
1,875,000

 
1,875,000

 
0.6
 %
URT Acquisition Holdings Corporation
 
Services:  Business
 
Senior Secured Second Lien Term Loan
 
5/2/2022
 
10.34
%
 
15,112,754

 
15,112,754

 
4.7
 %
URT Acquisition Holdings Corporation
 
Services:  Business
 
Preferred Equity
 
 
 
12.00
%
 
5,850,794

 
5,850,795

 
1.8
 %
URT Acquisition Holdings Corporation
 
Services:  Business
 
Equity
 
 
 
 
 

 
12,937,518

 
4.0
 %
US Multifamily, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan
 
6/17/2021
 
10.00
%
 
6,670,000

 
6,670,000

 
2.1
 %

11



Name of Portfolio Company
 
Sector
 
Security Owned by Us
 
Maturity
 
Interest Rate(1)
 
Principal Due at Maturity
 
Fair Value
 
% of Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
US Multifamily, LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity
 
 
 
 
 

 
3,330,000

 
1.0
 %
Vail Holdco Corp
 
Wholesale
 
Preferred Equity
 
 
 
12.50
%
 
10,702,000

 
10,234,323

 
3.2
 %
Vail Holdco Corp
 
Wholesale
 
Preferred Equity
 
 
 
 
 
7,700,000

 
7,700,000

 
2.4
 %
Vail Holdco Corp
 
Wholesale
 
Equity
 
 
 
 
 

 
580,416

 
0.2
 %
Velocity Pooling Vehicle, LLC
 
Automotive
 
Senior Secured First Lien Term Loan
 
4/28/2023
 
13.39
%
 
808,000

 
734,553

 
0.2
 %
Velocity Pooling Vehicle, LLC
 
Automotive
 
Equity
 
 
 
 
 

 
302,464

 
0.1
 %
Velocity Pooling Vehicle, LLC
 
Automotive
 
Warrants
 
3/30/2028
 
 
 

 
361,667

 
0.1
 %
Walker Edison Furniture Company LLC
 
Consumer goods:  Durable
 
Senior Secured First Lien Term Loan
 
9/26/2024
 
8.87
%
 
13,807,500

 
13,807,500

 
4.3
 %
Walker Edison Furniture Company LLC
 
Consumer goods:  Durable
 
Equity
 
 
 
 
 

 
1,500,000

 
0.5
 %
Watermill-QMC Midco, Inc.
 
Automotive
 
Equity
 
 
 
 
 

 
698,024

 
0.2
 %
Xebec Global Holdings, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan
 
2/12/2024
 
7.84
%
 
4,225,918

 
4,225,918

 
1.3
 %

(1)
All interest is payable in cash and/or PIK, and all London Interbank Offering Rate (“LIBOR”) represents 1 and 3 Month LIBOR unless otherwise indicated. For each debt investment, we have provided the current interest rate as of September 30, 2018.

As of September 30, 2018, our income-bearing investment portfolio, which represented 73.7% of our total portfolio, had a weighted average yield based upon cost of our portfolio investments of approximately 9.9%, and 80.5% of our income-bearing investment portfolio bore interest based on floating rates, such as LIBOR, while 19.5% of our income-bearing investment portfolio bore interest at fixed rates. As of September 30, 2018, the weighted average yield based upon cost of our total portfolio was approximately 6.2%. The weighted average yield of our total portfolio does not represent the total return to our stockholders. The weighted average yield on income producing investments is computed based upon a combination of the cash flows to date and the contractual interest payments, principal amortization and fee notes due at maturity without giving effect to closing fees received, base management fees, incentive fees or general fund related expenses. For each floating rate loan, the projected fixed-rate equivalent coupon rate used to forecast the interest cash flows was calculated by adding the interest rate spread specified in the relevant loan document to the fixed-rate equivalent floating rate, duration-matched to the specific loan, adjusted by the floating rate floor and/or cap in place on that loan.

Overview of Portfolio Companies

Set forth below is a brief description of the business of our portfolio companies as of September 30, 2018:

Portfolio Company
 
Brief Description of Portfolio Company
 
 
 
1888 Industrial Services, LLC
 
1888 Industrial Services, LLC (“1888”), formerly known as AAR Intermediate Holdings, LLC, provides field support services to oil and gas independent producers, drilling companies and midstream companies in the Denver-Julesburg Basin, with headquarters in the heart of the Wattenberg region in Greeley, CO. 1888 builds, repairs, modifies and maintains oil and gas production equipment, sites, wells and pipelines.
3SI Security Systems, Inc.
 
3SI Security Systems, Inc., headquartered in Malvern, PA, provides, monitors and services a comprehensive range of technologically-advanced asset tracking and tracing solutions primarily for financial institutions, retail and law enforcement organizations.
Access Media Holdings, LLC
 
Access Media Holdings, LLC (d/b/a Access Media 3, Inc.) headquartered in Oak Brook, IL, is a triple-play provider of digital satellite television, high speed internet and voice services to the residential multi-dwelling unit market in the United States.
Accupac, Inc.
 
Accupac, Inc., headquartered in Mainland, PA, is a contract manufacturer and packager of liquids, lotions, gels, and creams selling to the over-the counter and prescription markets.
Alpine SG, LLC
 
Alpine SG, LLC (“Alpine SG”) is an aggregator of niche, vertically oriented software businesses. Each acquired business operates independently with oversight from the Alpine SG management team. The platform at close includes the following five companies: CSF, Aerialink, Minute Menu, Bill4Time, and Exym.
American Dental Partners, Inc.
 
American Dental Partners, Inc., founded in 1995 and headquartered in Wakefield, MA, provides dental groups with critical administrative functions, enabling dentists to focus on clinical care.
Asurion, LLC
 
Asurion, LLC is a privately held company based in Nashville, Tennessee that provides insurance for smartphones, tablets, consumer electronics, appliances, satellite receivers and jewelry.

12



Portfolio Company
 
Brief Description of Portfolio Company
 
 
 
Autosplice, Inc.
 
Autosplice, Inc. (“Autosplice”), founded in 1954 and headquartered in San Diego, CA, is a global supplier of highly engineered, mission-critical electrical interconnectors to OEMs and Tier 1 suppliers. Autosplice serves a wide variety of end-markets, providing the automotive, industrial, telecommunications, medical, transportation, consumer, and other applications.
Barry's Bootcamp Holdings, LLC
 
Barry’s Bootcamp Holdings, LLC, founded in 1998 and headquartered in Los Angeles, CA, is a leading boutique fitness studio operator offering hour-long workouts that focus on high-intensity interval training, cardio, and strength training.
Be Green Packaging, LLC
 
Be Green Packaging, LLC, founded in 2007 and headquartered in Thousand Oaks, CA, designs and manufactures sustainable, tree-free, molded fiber products and packaging for the food service and consumer packaged goods end markets.
Black Angus Steakhouses, LLC
 
Black Angus Steakhouses, LLC, founded in 1964 and headquartered in Los Altos, CA, operates restaurants across six states including California, Arizona, Alaska, New Mexico, Washington, and Hawaii.
Brantley Transportation LLC
 
Brantley Transportation LLC, (“Brantley”) based in Monahans, TX, was founded more than 50 years ago and is a provider of mission-critical transportation services to energy producers and drilling companies in the upstream and midstream energy markets. Brantley leverages its fleet of trucks, trailers, cranes and related specialized heavy equipment to provide its customers with customized services involving drilling rig transportation and field services, which includes the disassembly, transportation, and reassembly of drilling rigs and related equipment as well as production services.
Brook & Whittle Holding Corp.
 
Brook & Whittle Holding Corp. (“B&W”), founded in 1996 and based in North Branford, Connecticut, provides printing and packaging solutions in North America. B&W produces and supplies pressure sensitive labels and shrink film packaging products for personal care, beverage, food, and household industry sectors.
Caddo Investors Holdings 1 LLC
 
Caddo Investors Holdings 1 LLC (d/b/a TexMark Timber Treasury, L.P.), consists of approximately 1.1 million acres of high quality and relatively young timber lands located in East Texas.
Capstone Nutrition
 
Capstone Nutrition (“Capstone”) which is headquartered in Ogden, UT is a pure-play developer and manufacturer in the nutrition industry. Since 1992, Capstone has been developing, producing, and packaging capsule, tablet, and powder products for a variety of customers in the United States and Internationally.
Central States Dermatology Services, LLC
 
Central States Dermatology Services, LLC, headquartered in Dayton, OH, serves dermatology clinics throughout Ohio.
CP OPCO, LLC
 
CP OPCO, LLC, founded in 1978 and headquartered in Inglewood, CA, offers a broad portfolio of event rental products and temporary structures with value-added event services.
CPI International, Inc.
 
CPI International, Inc., headquartered in Palo Alto, CA. develops and manufactures microwave, radio frequency, power, and control products for critical communications, defense and medical applications.
Crow Precision Components, LLC
 
Crow Precision Components, LLC is a Fort Worth, TX based forger of aluminum and steel used for mission critical aircraft components, among other end markets.
CT Technologies Intermediate Holdings, Inc.
 
CT Technologies Intermediate Holdings, Inc, founded in 1976 and located in Alpharetta, GA, is a provider of outsourced release-of-information services, which involves the interaction between healthcare providers, who possess protected medical information, and authorized requestors, who are entitled to receive that information for various commercial, legal, or personal purposes.
DataOnline Corp.
 
DataOnline Corp. (“DataOnline”) is a global provider of M2M solutions specifically for the monitoring of both fixed and mobile remote industrial assets. DataOnline specializes in robust and reliable devices & sensors, remote data collection, global wireless communications & web-based applications.
Dream Finders Homes, LLC
 
Dream Finders Homes, LLC (“DFH”), founded in 2009 and headquartered in Jacksonville, FL, is a residential homebuilder currently operating in the greater Jacksonville, FL market. DFH builds both single-family homes and townhomes, and is developing and building units in a number of attractive communities across Clay County, St. John’s County, and Nassau County.
Dynamic Energy Services International LLC
 
Dynamic Energy Services International LLC, headquartered in Wayne, PA, is a provider of full-service fabrication, construction and maintenance services to a broad range of worldwide markets including oil and gas, industrial and petrochemical markets.
Engineered Machinery Holdings, Inc.
 
Engineered Machinery Holdings, Inc., headquartered in Downers Grove, IL, designs and assembles packaging, material handling and food processing equipment for a number of industries, including food and beverage, consumer products, e-commerce and distribution, retail, and agriculture and produce.
FKI Security Group, LLC
 
FKI Security Group, LLC, founded in 1951 and headquartered in New Albany, IN, is a global manufacturer and national service provider of security, safety and asset protection products used in a variety of industries, including the financial services, government, retail, education, and medical end markets.
Footprint Acquisition, LLC
 
Footprint Acquisition, LLC, headquartered in Lisle, IL, is a provider of in store merchandising and logistics solutions to major retailers and consumer packaged goods manufacturers.
Freedom Powersports, LLC
 
Freedom Powersports, LLC, headquartered in Weatherford, TX and founded in 2013, is a powersports dealer with locations in Texas, Georgia and Alabama.
Friedrich Holdings, Inc.
 
Friedrich Holdings, Inc., founded in 1883 and headquartered in San Antonio, TX, engineers and manufactures high-performance in-room air conditioning products.
Global Accessories Group, LLC
 
Global Accessories Group, LLC, headquartered in New York City, designs, manufactures, and sells custom-themed jewelry and accessory collections. These collections are tailored to leading retailers in the specialty, department store, off-price and juniors markets.
Heligear Acquisition Co.
 
Heligear Acquisition Co. (d/b/a Northstar Aerospace, Inc.) headquartered in Bedford Park, IL is an independent manufacturer of flight-critical aerospace gears and power transmission systems for domestic and international military and commercial aircraft applications.

13



Portfolio Company
 
Brief Description of Portfolio Company
 
 
 
The Imagine Group, LLC
 
The Imagine Group, LLC, formerly known as Imagine! Print Solutions, LLC, founded in 1988 and headquartered in Minneapolis, MN, is a provider of in-store marketing solutions in North America providing comprehensive in-store, point-of-purchase / point of sale marketing campaigns.
Impact Sales, LLC
 
Impact Sales, LLC, formerly known as Impact Sales, LLC, is a Boise, Idaho based sales and marketing agency providing outsourced sales, marketing and merchandising services to consumer packaged goods manufacturers.
InterFlex Acquisition Company, LLC
 
InterFlex Acquisition Company, LLC, headquartered in Wilkesboro, NC, is a comprehensive provider of specialized printed and converted flexible packaging solutions for food and consumer packaged goods producers throughout the USA and UK.
Jackson Hewitt Tax Service Inc.
 
Jackson Hewitt Tax Service Inc. (“Jackson Hewitt”) is a provider of tax services to consumers. Jackson Hewitt’s primary service is to provide one-on-one tax form preparation services to its customers including other ancillary attachment services and year-round support.
JFL-NGS Partners, LLC
 
JFL-NGS Partners, LLC (d/b/a NorthStar Group Services, Inc.), is a one-stop provider of demolition and environmental remediation services including demolition, asset & scrap recovery, abatement of asbestos, lead, and mold, and disaster response.
JFL-WCS Partners, LLC
 
JFL-WCS Partners, LLC (d/b/a Waste Control Specialists LLC), headquartered in Dallas, Texas, operates a state-of-the-art facility for the processing, treatment, storage and disposal of LLRW, hazardous waste, and mixed hazardous and radioactive wastes.
L & S Plumbing Partnership, Ltd.
 
L & S Plumbing Partnership, Ltd., founded in 1984 and headquartered in Richardson, TX, is a provider of plumbing, electrical and HVAC installation services for new single family home development in Texas.
Lighting Science Group Corporation
 
Lighting Science Group Corporation (“LSG”), headquartered in Satellite Beach, FL, is one of the world’s light emitting diode (“LED”) lighting technology companies. LSG designs, develops and markets general illumination products that exclusively use LEDs as their light source. The LSG’s broad product portfolio includes LED-based retrofit lamps (replacement bulbs) used in existing light fixtures as well as purpose-built LED-based luminaires (light fixtures).
Manna Pro Products, LLC
 
Manna Pro Products, LLC (“Manna Pro”), founded in 1985 and headquartered in Chesterfield, MO, is a manufacturer and distributor of pet nutrition and care products. Manna Pro targets five core animal end markets: dog & cat, horse, backyard chicken, other backyard pets and deer.
MCC Senior Loan Strategy JV I LLC
 
MCC Senior Loan Strategy JV I LLC commenced operations on July 15, 2015 and generates current income and capital appreciation by investing primarily in the debt of privately-held middle market companies in the United States with a focus on senior secured first lien term loans (see Note 3 “Investments” in Item 8. “Consolidated Financial Statements and Supplementary Data”).
Midcoast Energy, LLC
 
Midcoast Energy, LLC is a full-service natural gas and natural gas liquid midstream business headquartered in Houston, Texas.
NVTN LLC
 
NVTN LLC (d/b/a “Dick’s Last Resort”), established in 1985 and headquartered in Nashville, TN, operates company owned restaurants and earns a licensing fee on licensed restaurants located throughout the United States. Dick’s Last Resort has developed an identifiable brand for its unique casual dining restaurant concept that targets tourists and business travelers in high foot traffic locations.
OmniVere, LLC
 
OmniVere, LLC, headquartered in Chicago, IL, is a full service eDiscovery company that serves as a true end-to-end service provider in the eDiscovery industry.
Oxford Mining Company, LLC
 
Oxford Mining Company, LLC (d/b/a Westmoreland Resource Partners, L.P.), headquartered in Columbus, OH, is a producer of high-value thermal coal and surface-mined coal.
Path Medical, LLC
 
Path Medical, LLC, founded in 1993, is a provider of fully-integrated acute trauma treatment and diagnostic imaging solutions to patients injured in automobile and non-work related accidents throughout Florida.
Point.360
 
Point.360 (OTC: PTSX) headquartered in Los Angeles, CA is a publicly traded, full-service content management company with several facilities strategically located throughout Los Angeles supporting all aspects of postproduction.
RateGain Technologies, Inc.
 
RateGain Technologies, Inc. provides hospitality and travel technology solutions for revenue management decision support, rate intelligence, electronic distribution and brand engagement helping customers across the world in streamlining their operations and sales.
Redwood Services Group, LLC
 
Redwood Services Group, LLC is a group of regional IT managed service providers that provide fully outsourced IT services to small and medium sized businesses.
RMS Holding Company, LLC
 
RMS Holding Company, LLC, founded in 2003 and headquartered in La Mesa, CA, provides employment administration and risk management services to banks, private fiduciaries and state programs.
SavATree, LLC
 
SavATree, LLC, headquartered in Bedford Hills, NY, is a leading provider of residential tree and shrub maintenance, professional lawn care, and outdoor residential services with over twenty branches throughout the Eastern and Midwestern regions of the United States.
Sendero Drilling Company, LLC
 
Sendero Drilling Company, LLC, founded in 2010 as a wholly owned subsidiary of Pioneer Natural Resources, is a land drilling contractor headquartered in San Angelo, TX.
Seotowncenter, Inc.
 
Seotowncenter, Inc., founded in 2009 and based in Lehi, UT, is a tech-enabled business services company that delivers white label search engine optimization and local search and digital campaign fulfillment to the small and midsize business market.
SFP Holding, Inc.
 
SFP Holding, Inc., founded in 1999 and headquartered in St. Paul, MN, is a provider of fire and life safety security systems.
Ship Supply Acquisition Corporation
 
Ship Supply Acquisition Corporation, founded in 1968 and headquartered in Miami, FL, is a logistics services business that provides products and maritime services for commercial and military marine vessels through four segments: (i) global logistics services, (ii) comprehensive husbandry services, (iii) full service vessel management to large passenger-carrying vessels, and (iv) fuel broker services.

14



Portfolio Company
 
Brief Description of Portfolio Company
 
 
 
SMART Financial Operations, LLC
 
SMART Financial Operations, LLC, headquartered in Orlando, FL, is a specialty retail platform initially comprised of three distinct retail pawn store chains and a pawn industry consulting firm.
SRS Software, LLC
 
SRS Software, LLC, founded in 1997 and headquartered in Montvale, NJ, is a leading provider of electronic health record and health information technology to high volume, specialty physicians.
Stancor, Inc.
 
Stancor, Inc., founded in 1985 and based out of Monroe, CT, is a designer and manufacturer of electric submersible pumps, control, accessories, and parts.
Starfish Holdco, LLC
 
Starfish Holdco, LLC (d/b/a Syncsort) through its subsidiaries will be a global software company specializing in Big Data, high speed sorting products, data protection, data quality and integration software and services, for mainframe, power systems and open system environments to enterprise customers.
TPG Plastics LLC
 
TPG Plastics LLC (“TPG”), founded in 1997 and based in Willowbrook, IL, is a full-service manufacturer of blow molded plastic components and systems for a targeted set of growing applications and end markets. TPG operates two complementary businesses: a custom business serving original equipment manufacturer customers and a proprietary line of consumer products sold through retailers and distributors.
Trans-Fast Remittance LLC
 
Trans-Fast Remittance LLC, founded in 1988 and based in New York, NY, is a cross-border money remittance provider.
URT Acquisition Holdings Corporation
 
URT Acqusition Holdings Corporation (d/b/a United Road Towing or “URT”) headquartered in Moneka, IL is an integrated towing company in the United States. URT provides a complete range of towing, vehicle storage and vehicle auction services.
US Multifamily, LLC
 
US Multifamily, LLC (“US Multifamily”) is a real estate private equity firm headquartered in Atlantic Beach, FL, with offices in Atlanta, Georgia and Charlotte, North Carolina. US Multifamily is focused on distressed multifamily assets primarily located in the Southeastern region of the United States.
Vail Holdco Corp
 
Vail Holdco Corp (d/b/a Avantor Performance Materials Holdings, LLC) is a leading supplier of high quality specialty materials used in a variety of end markets with strict regulatory and performance specifications; primarily serves the life sciences end market, including biopharma, biomaterials, and research & diagnostics.
Velocity Pooling Vehicle, LLC
 
Velocity Pooling Vehicle, LLC, headquartered in Indianapolis, IN, is a manufacturer comprised of a group of highly recognizable brands serving nearly all product categories in the powersports aftermarket industry and a distributor of proprietary and sourced brands to a variety of dealers and retailers.
Walker Edison Furniture Company LLC
 
Walker Edison Furniture Company LLC (“Walker Edison”) is an e-commerce furniture platform exclusively selling through the websites of top online retailers. Walker Edison operates a data-driven business model to sell a variety of home furnishings in the discount category including TV stands, bedroom furniture, chairs & tables, desks and other.
Watermill-QMC Midco, Inc.
 
Watermill-QMC Midco, Inc. (d/b/a Quality Metalcraft, Inc.), founded in 1964 and headquartered in Livonia, MI, is a provider of complex assemblies for specialty automotive production, prototype and factory assist applications.
Xebec Global Holdings, LLC
 
Xebec Global Holdings, LLC, founded in 2006 and headquartered in McLean, VA, primarily assists various intelligence agency operatives in the field with gathering intelligence, planning missions and performing mission assessments, among other services.

THE ADVISER

MCC Advisors serves as our investment adviser and is registered with the SEC as an investment adviser under the Advisers Act. Subject to the overall supervision of our board of directors, MCC Advisors manages the day-to-day operations of, and provides investment advisory and management services to us pursuant to an investment management agreement by and between the Company and MCC Advisors.

Investment Management Agreement

Under the terms of our investment management agreement, MCC Advisors:

determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and

executes, closes, monitors and administers the investments we make, including the exercise of any voting or consent rights.

MCC Advisors’ services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.

Pursuant to our investment management agreement, we pay MCC Advisors a fee for investment advisory and management services consisting of a base management fee and a two-part incentive fee.

On December 3, 2015, MCC Advisors recommended and, in consultation with the Board, agreed to reduce fees under the investment management agreement. Beginning January 1, 2016, the base management fee was reduced to 1.50% on gross assets above $1 billion. In addition, MCC Advisors reduced its incentive fee from 20% on pre-incentive fee net investment income over an 8% hurdle, to 17.5% on pre-incentive fee net investment income over a 6% hurdle. Moreover, the revised incentive fee includes a netting mechanism and is subject to a rolling three-year look back from January 1, 2016 forward. Under no circumstances will the new fee structure result in higher fees to MCC Advisors than fees under the prior investment management agreement.

15




The following discussion of our base management fee and two-part incentive fee reflects the terms of the fee waiver agreement executed by MCC Advisors on February 8, 2016 (the “Fee Waiver Agreement”). The terms of the Fee Waiver Agreement are effective as of January 1, 2016, and are a permanent reduction in the base management fee and incentive fee on net investment income payable to MCC Advisors for the investment advisory and management services it provides under the investment management agreement. The Fee Waiver Agreement does not change the second component of the incentive fee, which is the incentive fee on capital gains.

Base Management Fee

For providing investment advisory and management services to us, MCC Advisors receives a base management fee. The base management fee is calculated at an annual rate of 1.75% (0.4375% per quarter) of up to $1.0 billion of the Company’s gross assets and 1.50% (0.375% per quarter) of any amounts over $1.0 billion of the Company’s gross assets, and is payable quarterly in arrears. The base management fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters and will be appropriately pro-rated for any partial quarter. On May 4, 2018, MCC Advisors voluntarily elected to waive $380,000 of the base management fee payable for the quarter ended March 31, 2018, which is shown on the Consolidated Statements of Operations.

Incentive Fee

The incentive fee has two components, as follows:

Incentive Fee Based on Income

The first component of the incentive fee is payable quarterly in arrears and is based on our pre-incentive fee net investment income earned during the calendar quarter for which the incentive fee is being calculated. MCC Advisors is entitled to receive the incentive fee on net investment income from us if our Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of 1.5%. The hurdle amount is calculated after making appropriate adjustments to the Company’s net assets, as determined as of the beginning of each applicable calendar quarter, in order to account for any capital raising or other capital actions as a result of any issuances by the Company of its common stock (including issuances pursuant to our dividend reinvestment plan), any repurchase by the Company of its own common stock, and any dividends paid by the Company, each as may have occurred during the relevant quarter.

Beginning with the calendar quarter that commenced on January 1, 2016, the incentive fee on net investment income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to our aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since January 1, 2016). We refer to such period as the “Trailing Twelve Quarters.”

The hurdle amount for the incentive fee on net investment income is determined on a quarterly basis, and is equal to 1.5% multiplied by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments to the Company’s net assets, as determined as of the beginning of each applicable calendar quarter, in order to account for any capital raising or other capital actions as a result of any issuances by the Company of its common stock (including issuances pursuant to our dividend reinvestment plan), any repurchase by the Company of its own common stock, and any dividends paid by the Company, each as may have occurred during the relevant quarter. The incentive fee for any partial period will be appropriately prorated. Any incentive fee on net investment income will be paid to MCC Advisors on a quarterly basis, and will be based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” For the avoidance of doubt, Ordinary Income is net of all fees and expenses, including the reduced base management fee but excluding any incentive fee on Pre-Incentive Fee net investment income or on the Company’s capital gains.

Quarterly Incentive Fee Based on Income

The incentive fee on net investment income for each quarter is determined as follows:

No incentive fee on net investment income is payable to MCC Advisors for any calendar quarter for which there is no Excess Income Amount;

100% of the Ordinary Income, if any, that exceeds the hurdle amount, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 1.8182% multiplied by the Company’s net assets at the beginning of each applicable calendar quarter, as adjusted as noted above, comprising the relevant Trailing Twelve Quarters is included in the calculation of the incentive fee on net investment income; and

17.5% of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the incentive fee on net investment income.

The amount of the incentive fee on net investment income that will be paid to MCC Advisors for a particular quarter will equal the excess of the incentive fee so calculated minus the aggregate incentive fees on net investment income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).

The incentive fee on net investment income that is paid to MCC Advisors for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate incentive fees on net investment income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.


16



“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as described below), if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee on net investment income to MCC Advisors for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee on net investment income that is payable to MCC Advisors for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an incentive fee on net investment income to MCC Advisors equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee on net investment income that is payable to MCC Advisors for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an incentive fee on net investment income to MCC Advisors, calculated as described above, for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, and dilution to the Company’s net assets due to capital raising or capital actions, in such period and (ii) aggregate capital gains, whether realized or unrealized and accretion to the Company’s net assets due to capital raising or capital action, in such period.

Dilution to the Company’s net assets due to capital raising is calculated, in the case of issuances of common stock, as the amount by which the net asset value per share was adjusted over the transaction price per share, multiplied by the number of shares issued. Accretion to the Company’s net assets due to capital raising is calculated, in the case of issuances of common stock (including issuances pursuant to our dividend reinvestment plan), as the excess of the transaction price per share over the amount by which the net asset value per share was adjusted, multiplied by the number of shares issued. Accretion to the Company’s net assets due to other capital action is calculated, in the case of repurchases by the Company of its own common stock, as the excess of the amount by which the net asset value per share was adjusted over the transaction price per share multiplied by the number of shares repurchased by the Company.

For the avoidance of doubt, the purpose of the new incentive fee calculation under the Fee Waiver Agreement is to permanently reduce aggregate fees payable to MCC Advisors by the Company, effective as of January 1, 2016. In order to ensure that the Company will pay MCC Advisors lesser aggregate fees on a cumulative basis, as calculated beginning January 1, 2016, we will, at the end of each quarter, also calculate the base management fee and incentive fee on net investment income owed by the Company to MCC Advisors based on the formula in place prior to January 1, 2016. If, at any time beginning January 1, 2016, the aggregate fees on a cumulative basis, as calculated based on the formula in place after January 1, 2016, would be greater than the aggregate fees on a cumulative basis, as calculated based on the formula in place prior to January 1, 2016, MCC Advisors shall only be entitled to the lesser of those two amounts.

The second component of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment management agreement as of the termination date) and equals 20.0% of our cumulative aggregate realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the investment adviser.

Under GAAP, the Company calculates the second component of the incentive fee as if the Company had realized all assets at their fair values as of the reporting date. Accordingly, when applicable, the Company accrues a provisional capital gains incentive fee taking into account any unrealized gains or losses. As the provisional capital gains incentive fee is subject to the performance of investments until there is a realization event, the amount of the provisional capital gains incentive fee accrued at a reporting date may vary from the capital gains incentive that is ultimately realized and the differences could be material.

For the year ended September 30, 2018, the Company incurred net base management fees payable to MCC Advisors of $14.3 million and did not incur any incentive fees related to pre-incentive fee net investment income.

The following is a graphical representation of the calculation of the income-related portion of the incentive fee effective as of January 1, 2016 pursuant to the Fee Waiver Agreement:
 
Pre-incentive Fee Net Investment Income
(Expressed as a Percentage of the Value of Net Assets)

incentivefeegrapha02.jpg
Examples of Quarterly Incentive Fee Calculation

Example 1: Income Related Portion of Incentive Fee:
 
Quarter 1
Net Asset Value at the start of Quarter 1 = $100.0 million (1 million shares)

17



Quarter 1 Ordinary Income = $5.0 million
Quarter 1 Issue 1 million shares at $101 per share = $1.0 million
Quarter 1 Capital Gain = $1.0 million
Quarter 1 Hurdle Amount = $1.5 million (calculated based on a quarterly 1.5% hurdle rate)
Quarter 1 Catchup Amount = $1.81818 million (calculated based on a quarterly 1.81818% rate)
Quarter 2
Net Asset Value at the start of Quarter 2 = $100.0 million (1 million shares)
Quarter 2 Ordinary Income = $1.5 million
Quarter 2 Capital Gain = $1.0 million
Quarter 2 Hurdle Amount = $1.5 million (calculated based on a quarterly 1.5% hurdle rate)
Quarter 2 Catchup Amount = $1.81818 million (calculated based on a quarterly 1.81818% rate)
Quarter 3
Net Asset Value at the start of Quarter 3 = $100.0 million (1 million shares)
Quarter 3 Ordinary Income = $4.0 million
Quarter 3 Repurchase 500,000 shares at $99 per share = $0.50 million
Quarter 3 Capital Loss = ($8.0) million
Quarter 3 Hurdle Amount = $1.5 million (calculated based on a quarterly 1.5% hurdle rate)
Quarter 3 Catchup Amount = $1.81818 million (calculated based on a quarterly 1.81818% rate)
Quarter 4
Net Asset Value at the start of Quarter 4 = $100.0 million (1 million shares)
Quarter 4 Ordinary Income = $4.0 million
Quarter 4 Capital Gain = $3.0 million
Quarter 4 Hurdle Amount = $1.5 million (calculated based on a quarterly 1.5% hurdle rate)
Quarter 4 Catchup Amount = $1.81818 million (calculated based on a quarterly 1.81818% rate)

Determination of Incentive Fee Based on Income:
 
In Quarter 1, the Ordinary Income of $5.0 million exceeds the Hurdle Amount of $1.50 million and the Catchup Amount of $1.8182 million. There is $2 million of Net Capital Gains, including a capital gain of $1 million and accretion to the Company’s net asset value of $1 million as a result of issuing shares at a transaction price that exceeds the net asset value per share. As a result, an Incentive Fee based on income of $875,000 ((100% of $318,182) + (17.5% of $3,181,818)) is payable to our investment adviser for Quarter 1.
 
In Quarter 2, the Quarter 2 Ordinary Income of $1.50 million does not exceed the Quarter 2 Hurdle Amount of $1.50 million, but the aggregate Ordinary Income for the Trailing Twelve Quarters of $6.50 million exceeds the aggregate Hurdle Amount for the Trailing Twelve Quarters of $3.0 million and the aggregate Catchup Amount for the Trailing Twelve Quarters of $3.6364 million. There are no Net Capital Losses. As a result, an Incentive Fee based on income of $262,500 ($1,137,500 (100% of $636,364) + (17.5% of 2,863,636) minus $875,000 paid in Quarter 1) would be payable to our investment adviser for Quarter 2.
 
In Quarter 3, the aggregate Ordinary Income of the Trailing Twelve Quarters of $10.5 million exceeds the aggregate Hurdle Amount for the Trailing Twelve Quarters of $4.5 million and the aggregate Catchup Amount for the Trailing Twelve Quarters of $5.4545 million. However, there is an aggregate Net Capital Loss of ($4.5) million for the Trailing Twelve Quarters. As a result, the Incentive Fee Cap would apply. The Incentive Fee Cap equals $(87,500), calculated as follows:
 
(17.5% x ($10.5 million minus $4.5 million)) minus $1,137,500 paid in Quarters 1 and 2. Because the Incentive Fee Cap is a negative value, there is no Incentive Fee based on income payable to the adviser for Quarter 3.
 
In Quarter 4, the aggregate Ordinary Income of the Trailing Twelve Quarters of $14.50 million exceeds the aggregate Hurdle Amount for the Trailing Twelve Quarters of $6.0 million and the aggregate Catchup Amount for the Trailing Twelve Quarters of $7.2727 million. The calculation of the Incentive Fee based on income would be $1.40 million ($2,537,500 (100% of $1,272,727) + (17.5% of $7,227,272) minus $1,137,500 million paid in Quarters 1 and 2). However, there is an aggregate Net Capital Loss of $(1.50) million for the Trailing Twelve Quarters. As a result, the Incentive Fee Cap would apply. The Incentive Fee Cap equals $1,137,500 calculated as follows:
 
(17.5% X ($14.5 million minus $1.5 million)) minus $1,137,500. Because the Incentive Fee Cap is positive but less than the Incentive Fee based on Income of $1.40 million calculated prior to the Incentive Fee Cap, an Incentive Fee based on Income of $1,137,500 is payable to our investment adviser for Quarter 4.
 
Example 2: Capital Gains Portion of Incentive Fee:
 
Alternative 1:
Assumptions

Year 1:  $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)
Year 2:  Investment A sold for $50 million and fair market value, or FMV, of Investment B determined to be $32 million
Year 3:  FMV of Investment B determined to be $25 million
Year 4:  Investment B sold for $31 million
The capital gains portion of the incentive fee would be:
Year 1:  None
Year 2:  Capital gains incentive fee of $6.0 million ($30 million realized capital gains on sale of Investment A multiplied by 20.0%)

18



Year 3:  None; $5.0 million (20.0% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6.0 million (previous capital gains fee paid in Year 2) (the $1.0 million difference would not be deducted from future capital gains incentive fees)
Year 4:  Capital gains incentive fee of $200,000; $6.2 million ($31 million cumulative realized capital gains multiplied by 20.0%) less $6.0 million (capital gains fee paid in Year 2)

Alternative 2:
Assumptions
 
Year 1:  $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)
Year 2:  Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million
Year 3:  FMV of Investment B determined to be $27 million and Investment C sold for $30 million
Year 4:  FMV of Investment B determined to be $35 million
Year 5:  Investment B sold for $20 million
The capital gains portion of the incentive fee would be:
Year 1:  None
Year 2:  Capital gains incentive fee of $5.0 million; 20.0% multiplied by $25 million ($30 million realized capital gains on Investment A less $5 million unrealized capital depreciation on Investment B)
Year 3:  Capital gains incentive fee of $1.4 million; $6.4 million (20.0% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation on Investment B)) less $5.0 million capital gains fee received in Year 2
Year 4:  None
Year 5:  None; $5.0 million of capital gains incentive fee (20.0% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains fee paid in Year 2 and Year 3 (the $1.4 million difference would not be deducted from future capital gains incentive fees)
 
As noted above, in order to ensure that the Company will pay MCC Advisors a lesser base management fee and incentive fee on net investment income on a cumulative basis, as calculated beginning January 1, 2016, the Company will, at the end of each quarter, also calculate the base management fee and incentive fee on net investment income owed by the Company to MCC Advisors based on the formula in place prior to the Fee Waiver Agreement, and pay lesser of those two amounts. Set forth below is a description of the base management fee and the incentive fee on net investment income payable to MCC Advisors prior to the Fee Waiver Agreement.
 
Base Management Fee — Prior to Fee Waiver Agreement
 
The base management fee was calculated at an annual rate of 1.75% of our gross assets, and is payable quarterly in arrears. The base management fee is based on the average value of our gross assets at the end of the two most recently completed calendar quarters.
 
Incentive Fee — Prior to Fee Waiver Agreement
 
The incentive fee based on net investment income was calculated as 20.0% of the amount, if any, by which our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets calculated as of the end of the calendar quarter immediately preceding the calendar quarter for which the incentive fee is being calculated, exceeds a 2.0% (which is 8.0% annualized) hurdle rate but also includes a “‘catch-up’ provision. Under this provision, in any calendar quarter, our investment adviser receives no incentive fee until our net investment income equals the hurdle rate of 2.0%, but then receives, as a “catch-up”, 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, our investment adviser will receive 20% of our pre-incentive fee net investment income as if the hurdle rate did not apply. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies accrued during the calendar quarter, minus our operating expenses for the quarter including the base management fee, expenses payable under the administration agreement, and any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash.
 
Payment of Our Expenses
 
All investment professionals and staff of MCC Advisors, when, and to the extent, engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of such personnel allocable to such services, is provided and paid for by MCC Advisors. We bear all other costs and expenses of our operations and transactions, including those relating to:

our organization and continued corporate existence;

calculating our net asset value (“NAV”) (including the cost and expenses of any independent valuation firms);

expenses, including travel expense, incurred by MCC Advisors or payable to third parties performing due diligence on prospective portfolio companies, monitoring our investments and, if necessary, enforcing our rights;

interest payable on debt incurred to finance our investments;

the costs of  all offerings of common shares and other securities;


19



the base management fee and any incentive management fee;

distributions on our shares;

administration fees payable under our administration agreement;

the allocated costs incurred by MCC Advisors as our administrator in providing managerial assistance to those portfolio companies that request it;

amounts payable to third parties relating to, or associated with, making investments;

transfer agent and custodial fees;

all registration and listing fees;

U.S. federal, state and local taxes;

independent directors’ fees and expenses;

costs of preparing and filing reports or other documents with the SEC or other regulators;

the costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

our fidelity bond;

directors and officers/errors and omissions liability insurance, and any other insurance premiums;

indemnification payments;

direct costs and expenses of administration, including audit and legal costs; and

all other expenses reasonably incurred by us or MCC Advisors in connection with administering our business, such as the allocable portion of overhead under our administration agreement, including rent and other allocable portions of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs (including travel expenses).

We reimburse MCC Advisors for costs and expenses incurred for office space rental, office equipment and utilities allocable to the performance by MCC Advisors of its duties under the administration agreement, as well as any costs and expenses incurred relating to any non-investment advisory, administrative or operating services provided to us or in the form of managerial assistance to portfolio companies that request it.
 
From time to time, MCC Advisors pays amounts owed by us to third party providers of goods or services.  We subsequently reimburse MCC Advisors for such amounts paid on our behalf.

Limitation of Liability and Indemnification

The investment management agreement provides that MCC Advisors and its officers, directors, employees and affiliates are not liable to us or any of our stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by us of MCC Advisors’ members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, subject to the same limitations and to certain conditions.

Duration and Termination

The investment management agreement was initially approved by our board of directors on November 3, 2010 and was executed on January 11, 2011. Pursuant to its terms and under the 1940 Act, the investment management agreement had an initial two-year term, and then was subject to an annual approval by our board of directors. Unless terminated earlier as described below, it will continue in effect from year to year if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not more than 60 days’ written notice to the other. See “Risks — Risks Related to Our Business — We are dependent upon senior management personnel of MCC Advisors for our future success, and if MCC Advisors is unable to retain qualified personnel or if MCC Advisors loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed.”


20



Annual Board Approval of the Investment Management Agreement

On November 29, 2018, our board of directors, at an in-person meeting, approved the renewal of the investment management agreement for an additional one-year term. Based on the information reviewed and the discussions held, our board of directors, including a majority of the independent directors, concluded that the investment management fees and terms are reasonable in relation to the services to be provided and approved the investment management agreement for a period of one additional year, which will expire on January 9, 2020. In making its determination, our board of directors took into account, among other things, its consideration and approval of the MCC Merger, consummation of which is subject to a number of conditions and approvals.

Administration Agreement

On January 19, 2011, the Company entered into an administration agreement with MCC Advisors. Pursuant to this agreement, MCC Advisors furnishes us with office facilities and equipment, clerical, bookkeeping, recordkeeping and other administrative services related to the operations of the Company. We reimburse MCC Advisors for our allocable portion of overhead and other expenses incurred by it performing its obligations under the administration agreement, including rent and our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staff. From time to time, our administrator may pay amounts owed by us to third-party service providers and we will subsequently reimburse our administrator for such amounts paid on our behalf. For the years ended September 30, 2018, 2017 and 2016, we incurred $3.6 million, $3.8 million, and $3.9 million in administrator expenses, respectively.

Our board of directors approved the continuation of our administration agreement on November 29, 2018, which extended the term of the agreement for an additional period of one year beginning on January 19, 2019. Based on the information relating to the terms of the Administration Agreement and the discussions held, our board of directors, including a majority of the non-interested directors, approved the Administration Agreement as being in the best interests of our stockholders. The administration agreement may be terminated by either party without penalty upon 60 days' written notice to the other party.

License Agreement

We have entered into a license agreement with Medley Capital LLC under which Medley Capital LLC has agreed to grant us a non-exclusive, royalty-free license to use the name “Medley”. Under this agreement, we will have a right to use the “Medley” name for so long as MCC Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Medley” name. This license agreement will remain in effect for so long as the investment management agreement with MCC Advisors is in effect.

REGULATION

General

We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons”, as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding voting securities.”

As a BDC, we are required to meet an asset coverage ratio, reflecting the value of our total assets to our total senior securities, which include all of our borrowings and any preferred stock we may issue in the future, of at least 200%. However, in March 2018, the Small Business Credit Availability Act (the “SBCA”) modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from 200% to 150%, if certain requirements are met. Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective on the one-year anniversary of such approval. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.

The SBCA also instructs the SEC to issue rules or amendments to rules allowing BDCs to use the same securities offering and proxy rules that available to operating companies, including, among other things, allowing BDCs to incorporate by reference in registration statements filed with the SEC and allow certain BDCs to file shelf registration statements that are automatically effective and take advantage of other benefits available to Well-Known Seasoned Issuers; however, the Company has not sought stockholder or independent director approval to reduce its coverage ratio to 150%.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(1)
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

21




is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the Company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

satisfies either of the following:

*
has a market capitalization of less than $250 million or does not have any class of securities listed on a national securities exchange; or

*
is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio company.

(2)
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

(3)
Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities.

(4)
Securities of any eligible portfolio company which we control.

(5)
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(6)
Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.

The regulations defining and interpreting qualifying assets may change over time. We may adjust our investment focus needed to comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions in this area.

Managerial Assistance to Portfolio Companies

A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in “Regulation — Qualifying Assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% requirement, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance. Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directo