Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - Sixth Street Specialty Lending, Inc. | tslx-ex312_6.htm |
| EX-32 - EX-32 - Sixth Street Specialty Lending, Inc. | tslx-ex32_8.htm |
| EX-31.1 - EX-31.1 - Sixth Street Specialty Lending, Inc. | tslx-ex311_7.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2020
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 001-36364
Sixth Street Specialty Lending, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
27-3380000 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
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2100 McKinney Avenue, Suite 1500, Dallas, TX |
75201 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (469) 621-3001
Not applicable
Former name, former address and former fiscal year, if changed since last report.
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, par value $0.01 per share |
TSLX |
The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 |
☐ |
|
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 Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, $.01 par value per share, outstanding at November 3, 2020 was 67,628,140.
SIXTH STREET SPECIALTY LENDING, INC.
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INDEX |
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PAGE NO. |
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PART I. |
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4 |
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Item 1. |
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4 |
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Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019 |
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5 |
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Consolidated Schedules of Investments as of September 30, 2020 (Unaudited) and December 31, 2019 |
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6 |
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19 |
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22 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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47 |
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Item 3. |
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69 |
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Item 4. |
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70 |
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PART II. |
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71 |
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Item 1. |
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71 |
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Item 1A. |
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71 |
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Item 2. |
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76 |
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Item 3. |
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76 |
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Item 4. |
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76 |
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Item 5. |
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76 |
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Item 6. |
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76 |
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77 |
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2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
In addition to factors previously identified elsewhere in the reports and other documents Sixth Street Specialty Lending, Inc. has filed with the Securities and Exchange Commission, or SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
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|
• |
an economic downturn, including the current and future economic effects of the COVID-19 pandemic, could impair our portfolio companies’ abilities to continue to operate, which could lead to the loss of some or all of our investments in those portfolio companies; |
|
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• |
such an economic downturn could disproportionately impact the companies in which we have invested and others that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies; |
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• |
such an economic downturn could also impact availability and pricing of our financing; |
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• |
an inability to access the capital markets could impair our ability to raise capital and our investment activities; and |
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• |
the risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in this report, in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 19, 2020, in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2020, filed with the SEC on August 4, 2020, and elsewhere in our filings with the SEC. |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.
The “TSLX” and “TAO” marks are marks of Sixth Street. Sixth Street and TPG are no longer affiliates, and accordingly, TPG is not an affiliate of ours. The products and services referred to herein are managed exclusively by Sixth Street, which is entirely responsible for their nature and performance.
3
Sixth Street Specialty Lending, Inc.
(Amounts in thousands, except share and per share amounts)
(Unaudited)
|
|
|
September 30, |
|
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December 31, |
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2020 |
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2019 |
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Assets |
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|
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Investments at fair value |
|
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|
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|
Non-controlled, non-affiliated investments (amortized cost of $2,010,422 and $2,099,781, respectively) |
|
$ |
2,066,866 |
|
|
$ |
2,147,876 |
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Non-controlled, affiliated investments (amortized cost of $0 and $49,445, respectively) |
|
|
— |
|
|
|
50,136 |
|
|
Controlled, affiliated investments (amortized cost of $89,185 and $88,811, respectively) |
|
|
33,899 |
|
|
|
47,916 |
|
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Total investments at fair value (amortized cost of $2,099,607 and $2,238,037, respectively) |
|
|
2,100,765 |
|
|
|
2,245,928 |
|
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Cash and cash equivalents (restricted cash of $11,815 and $9,315, respectively) |
|
|
15,660 |
|
|
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14,143 |
|
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Interest receivable |
|
|
9,952 |
|
|
|
13,055 |
|
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Prepaid expenses and other assets |
|
|
10,272 |
|
|
|
7,805 |
|
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Total Assets |
|
$ |
2,136,649 |
|
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$ |
2,280,931 |
|
|
Liabilities |
|
|
|
|
|
|
|
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Debt (net of deferred financing costs of $18,438 and $18,471, respectively) |
|
$ |
929,380 |
|
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$ |
1,094,467 |
|
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Management fees payable to affiliate |
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7,839 |
|
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8,234 |
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Incentive fees payable to affiliate |
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|
8,719 |
|
|
|
7,161 |
|
|
Dividends payable |
|
|
27,728 |
|
|
|
25,927 |
|
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Other payables to affiliate |
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3,166 |
|
|
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1,948 |
|
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Other liabilities |
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18,597 |
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|
23,897 |
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Total Liabilities |
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995,429 |
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1,161,634 |
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Commitments and contingencies (Note 8) |
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Net Assets |
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Preferred stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding |
|
|
— |
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— |
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Common stock, $0.01 par value; 400,000,000 shares authorized, 67,924,184 and 66,613,671 shares issued, respectively; and 67,628,140 and 66,524,591 shares outstanding, respectively |
|
|
679 |
|
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|
666 |
|
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Additional paid-in capital |
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1,028,532 |
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1,009,270 |
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Treasury stock at cost; 296,044 and 89,080 shares held, respectively |
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(4,291 |
) |
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(1,359 |
) |
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Distributable earnings |
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116,300 |
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110,720 |
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Total Net Assets |
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1,141,220 |
|
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1,119,297 |
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Total Liabilities and Net Assets |
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$ |
2,136,649 |
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$ |
2,280,931 |
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Net Asset Value Per Share |
|
$ |
16.87 |
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$ |
16.83 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
Sixth Street Specialty Lending, Inc.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, 2020 |
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September 30, 2019 |
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September 30, 2020 |
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September 30, 2019 |
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Income |
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Investment income from non-controlled, non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest from investments |
|
$ |
59,786 |
|
|
$ |
64,451 |
|
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$ |
181,667 |
|
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$ |
168,606 |
|
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Dividend income |
|
|
463 |
|
|
— |
|
|
|
1,339 |
|
|
|
1 |
|
|
|
Other income |
|
|
8,080 |
|
|
|
2,712 |
|
|
|
17,306 |
|
|
|
6,730 |
|
|
Total investment income from non-controlled, non-affiliated investments |
|
|
68,329 |
|
|
|
67,163 |
|
|
|
200,312 |
|
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|
175,337 |
|
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Investment income from non-controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest from investments |
|
|
2,069 |
|
|
|
1,332 |
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|
|
4,551 |
|
|
|
5,093 |
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Other income |
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22 |
|
|
|
19 |
|
|
|
59 |
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|
|
69 |
|
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Total investment income from non-controlled, affiliated investments |
|
|
2,091 |
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|
|
1,351 |
|
|
|
4,610 |
|
|
|
5,162 |
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Investment income from controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest from investments |
|
|
895 |
|
|
|
1,535 |
|
|
|
2,893 |
|
|
|
4,454 |
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Other income |
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1 |
|
|
|
1 |
|
|
|
4 |
|
|
|
10 |
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|
Total investment income from controlled, affiliated investments |
|
|
896 |
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|
|
1,536 |
|
|
|
2,897 |
|
|
|
4,464 |
|
|
Total Investment Income |
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|
71,316 |
|
|
|
70,050 |
|
|
|
207,819 |
|
|
|
184,963 |
|
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Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
8,399 |
|
|
|
12,570 |
|
|
|
31,159 |
|
|
|
35,664 |
|
|
Management fees |
|
|
7,839 |
|
|
|
7,875 |
|
|
|
23,670 |
|
|
|
21,870 |
|
|
Incentive fees |
|
|
8,719 |
|
|
|
7,794 |
|
|
|
24,232 |
|
|
|
20,050 |
|
|
Professional fees |
|
|
1,562 |
|
|
|
1,760 |
|
|
|
5,186 |
|
|
|
4,951 |
|
|
Directors’ fees |
|
|
188 |
|
|
|
139 |
|
|
|
611 |
|
|
|
403 |
|
|
Other general and administrative |
|
|
1,505 |
|
|
|
1,619 |
|
|
|
4,717 |
|
|
|
4,652 |
|
|
Total expenses |
|
|
28,212 |
|
|
|
31,757 |
|
|
|
89,575 |
|
|
|
87,590 |
|
|
Management and incentive fees waived (Note 3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net Expenses |
|
|
28,212 |
|
|
|
31,757 |
|
|
|
89,575 |
|
|
|
87,590 |
|
|
Net Investment Income Before Income Taxes |
|
|
43,104 |
|
|
|
38,293 |
|
|
|
118,244 |
|
|
|
97,373 |
|
|
Income taxes, including excise taxes |
|
|
2,000 |
|
|
|
1,550 |
|
|
|
4,010 |
|
|
|
2,850 |
|
|
Net Investment Income |
|
|
41,104 |
|
|
|
36,743 |
|
|
|
114,234 |
|
|
|
94,523 |
|
|
Unrealized and Realized Gains (Losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
39,106 |
|
|
|
(11,589 |
) |
|
|
8,349 |
|
|
|
16,478 |
|
|
Non-controlled, affiliated investments |
|
|
(3,607 |
) |
|
|
84 |
|
|
|
(691 |
) |
|
|
620 |
|
|
Controlled, affiliated investments |
|
|
331 |
|
|
|
(4,399 |
) |
|
|
(14,392 |
) |
|
|
(12,365 |
) |
|
Translation of other assets and liabilities in foreign currencies |
|
|
(4,557 |
) |
|
|
2,962 |
|
|
|
863 |
|
|
|
765 |
|
|
Interest rate swaps |
|
|
(1,498 |
) |
|
|
1,464 |
|
|
|
8,200 |
|
|
|
10,908 |
|
|
Total net change in unrealized gains (losses) |
|
|
29,775 |
|
|
|
(11,478 |
) |
|
|
2,329 |
|
|
|
16,406 |
|
|
Realized gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
(265 |
) |
|
|
4,868 |
|
|
|
(190 |
) |
|
|
5,323 |
|
|
Non-controlled, affiliated investments |
|
|
11,819 |
|
|
|
— |
|
|
|
11,819 |
|
|
|
— |
|
|
Controlled, affiliated investments |
|
|
(498 |
) |
|
|
— |
|
|
|
(4,133 |
) |
|
|
570 |
|
|
Extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
739 |
|
|
|
— |
|
|
Interest rate swaps |
|
|
— |
|
|
|
41 |
|
|
|
— |
|
|
|
41 |
|
|
Foreign currency transactions |
|
|
(78 |
) |
|
|
167 |
|
|
|
(170 |
) |
|
|
18 |
|
|
Total net realized gains (losses) |
|
|
10,978 |
|
|
|
5,076 |
|
|
|
8,065 |
|
|
|
5,952 |
|
|
Total Net Unrealized and Realized Gains (Losses) |
|
|
40,753 |
|
|
|
(6,402 |
) |
|
|
10,394 |
|
|
|
22,358 |
|
|
Increase in Net Assets Resulting from Operations |
|
$ |
81,857 |
|
|
$ |
30,341 |
|
|
$ |
124,628 |
|
|
$ |
116,881 |
|
|
Earnings per common share—basic and diluted |
|
$ |
1.21 |
|
|
$ |
0.46 |
|
|
$ |
1.86 |
|
|
$ |
1.77 |
|
|
Weighted average shares of common stock outstanding—basic and diluted |
|
|
67,584,660 |
|
|
|
66,235,594 |
|
|
|
67,068,166 |
|
|
|
65,940,148 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
Sixth Street Specialty Lending, Inc.
Consolidated Schedule of Investments as of September 30, 2020
(Amounts in thousands, except share amounts)
(Unaudited)
|
Company (1) |
|
Investment |
|
Initial Acquisition Date |
|
Reference Rate and Spread |
|
|
Interest Rate |
|
|
Amortized Cost (2)(8) |
|
|
Fair Value (10) |
|
|
Percentage of Net Assets |
|
|||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business services |
|
|
|
|
|
|
|
|
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|
|
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|
Acceo Solutions, Inc. (3)(4)(5) |
|
First-lien loan (CAD 62,223 par, due 7/2023) |
|
7/6/2018 |
|
|
C + 4.75 |
% |
|
|
5.75 |
% |
|
$ |
46,814 |
|
|
$47,048 (CAD 62,845) |
|
|
|
4.0 |
% |
|
|
Alpha Midco, Inc. (3)(5) |
|
First-lien loan ($64,044 par, due 8/2025) |
|
8/15/2019 |
|
|
L + 6.75 |
% |
|
|
7.75 |
% |
|
|
62,659 |
|
|
|
63,400 |
|
|
|
5.6 |
% |
|
Exela Receivables 1, LLC (3)(5) |
|
First-lien revolving loan ($40,000 par, due 1/2025) |
|
5/11/2020 |
|
|
L + 6.75 |
% |
|
|
7.75 |
% |
|
|
40,000 |
|
|
|
40,800 |
|
|
|
3.6 |
% |
|
ForeScout Technologies, Inc. (3) |
|
First-lien loan ($4,500 par, due 8/2026) |
|
8/17/2020 |
|
|
L + 9.50 |
% |
|
10.50% PIK |
|
|
|
4,377 |
|
|
|
4,412 |
|
|
|
0.4 |
% |
|
|
Integration Appliance, Inc. (3) |
|
First-lien loan ($71,500 par, due 8/2023) |
|
8/13/2018 |
|
|
L + 7.25 |
% |
|
|
8.25 |
% |
|
|
70,803 |
|
|
|
72,215 |
|
|
|
6.3 |
% |
|
|
|
First-lien revolving loan ($1,310 par, due 8/2023) |
|
8/13/2018 |
|
|
L + 7.25 |
% |
|
|
8.25 |
% |
|
|
1,287 |
|
|
|
1,336 |
|
|
|
0.1 |
% |
|
Motus, LLC (3)(5) |
|
First-lien loan ($61,960 par, due 1/2024) |
|
1/17/2018 |
|
|
L + 5.50 |
% |
|
|
6.50 |
% |
|
|
60,994 |
|
|
|
63,044 |
|
|
|
5.5 |
% |
|
Netwrix Corp. (3)(5) |
|
First-lien loan ($27,511 par, due 9/2026) |
|
9/30/2020 |
|
|
L + 6.25 |
% |
|
|
7.25 |
% |
|
|
26,452 |
|
|
|
26,411 |
|
|
|
2.3 |
% |
|
Nintex Global, Ltd. (3)(5) |
|
First-lien loan ($73,657 par, due 4/2024) |
|
3/30/2018 |
|
|
L + 6.25 |
% |
|
|
7.25 |
% |
|
|
72,499 |
|
|
|
75,314 |
|
|
|
6.6 |
% |
|
ServiceChannel Holdings, Inc. (9) |
|
Second-lien loan ($5,200 par, due 6/2025) |
|
6/3/2020 |
|
|
12.00 |
% |
|
12.00% PIK |
|
|
|
4,817 |
|
|
|
4,823 |
|
|
|
0.4 |
% |
|
|
Sprinklr, Inc. |
|
Convertible note ($3,824 par, due 5/2025) |
|
5/20/2020 |
|
|
9.88 |
% |
|
9.88% PIK |
|
|
|
3,758 |
|
|
|
4,350 |
|
|
|
0.4 |
% |
|
|
Tech Data Corp. (3)(11) |
|
ABL FILO term loan ($12,000 par, due 6/2025) |
|
7/10/2020 |
|
|
L + 5.50 |
% |
|
|
5.64 |
% |
|
|
11,046 |
|
|
|
11,685 |
|
|
|
1.0 |
% |
|
WideOrbit, Inc. (3) |
|
First-lien loan ($60,093 par, due 7/2025) |
|
7/8/2020 |
|
|
L + 8.50 |
% |
|
|
9.75 |
% |
|
|
59,153 |
|
|
|
60,580 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
464,659 |
|
|
|
475,418 |
|
|
|
41.5 |
% |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vertellus Specialties, Inc. (3) |
|
Second-lien loan ($4,357 par, due 10/2021) |
|
10/31/2016 |
|
|
L + 12.00 |
% |
|
|
13.00 |
% |
|
|
4,357 |
|
|
|
4,379 |
|
|
|
0.4 |
% |
|
Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IntelePeer Holdings, Inc. |
|
First-lien loan ($42,992 par, due 12/2024) (3) |
|
12/2/2019 |
|
|
L + 8.25 |
% |
|
|
9.75 |
% |
|
|
42,882 |
|
|
|
42,347 |
|
|
|
3.7 |
% |
|
|
|
Convertible note ($350 par, due 12/2020) |
|
2/28/2020 |
|
|
8.00 |
% |
|
8.00% PIK |
|
|
|
291 |
|
|
|
227 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,173 |
|
|
|
42,574 |
|
|
|
3.7 |
% |
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMS Linq, Inc. (3)(5) |
|
First-lien loan ($27,500 par, due 9/2025) |
|
9/17/2020 |
|
|
L + 7.75 |
% |
|
|
8.75 |
% |
|
|
26,668 |
|
|
|
26,881 |
|
|
|
2.4 |
% |
|
Frontline Technologies Group, LLC (3) |
|
First-lien loan ($65,303 par, due 9/2023) |
|
9/18/2017 |
|
|
L + 5.75 |
% |
|
|
6.75 |
% |
|
|
64,977 |
|
|
|
65,630 |
|
|
|
5.8 |
% |
|
Illuminate Education, Inc.(3)(5) |
|
First-lien loan ($63,538 par, due 8/2022) |
|
8/25/2017 |
|
|
L + 6.25 |
% |
|
|
7.25 |
% |
|
|
62,953 |
|
|
|
63,220 |
|
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154,598 |
|
|
|
155,731 |
|
|
|
13.8 |
% |
|
Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AvidXchange, Inc. (3)(5) |
|
First-lien loan ($10,708 par, due 4/2024) |
|
10/1/2019 |
|
|
L + 9.00 |
% |
|
|
10.00 |
% |
|
|
10,583 |
|
|
|
10,708 |
|
|
|
0.9 |
% |
|
Bear OpCo, LLC (3)(5) |
|
First-lien loan ($17,325 par, due 10/2024) |
|
10/10/2019 |
|
|
L + 5.00 |
% |
|
|
6.00 |
% |
|
|
16,916 |
|
|
|
17,022 |
|
|
|
1.5 |
% |
|
BlueSnap, Inc. (3) |
|
First-lien loan ($35,000 par, due 10/2024) |
|
10/25/2019 |
|
|
L + 7.00 |
% |
|
|
8.00 |
% |
|
|
34,410 |
|
|
|
34,912 |
|
|
|
3.1 |
% |
6
|
|
First-lien revolving loan ($2,500 par, due 10/2024) |
|
10/25/2019 |
|
|
P + 6.00 |
% |
|
|
9.25 |
% |
|
|
2,459 |
|
|
|
2,494 |
|
|
|
0.2 |
% |
|
|
Factor Systems, Inc. (3)(5) |
|
First-lien loan ($29,850 par, due 1/2025) |
|
1/17/2020 |
|
|
L + 7.00 |
% |
|
|
8.50 |
% |
|
|
29,278 |
|
|
|
29,850 |
|
|
|
2.6 |
% |
|
G Treasury SS, LLC (3)(5) |
|
First-lien loan ($30,844 par, due 4/2023) |
|
4/9/2018 |
|
|
L + 8.25 |
% |
|
|
9.25 |
% |
|
|
30,559 |
|
|
|
31,307 |
|
|
|
2.7 |
% |
|
GC Agile Holdings, Ltd. (3)(4) |
|
First-lien loan ($39,423 par, due 6/2025) |
|
1/31/2019 |
|
|
L + 7.00 |
% |
|
|
8.25 |
% |
|
|
38,886 |
|
|
|
39,226 |
|
|
|
3.4 |
% |
|
Kyriba Corp.(3) |
|
First-lien loan ($13,608 par, due 4/2025) |
|
4/9/2019 |
|
|
L + 9.00 |
% |
|
10.50% (incl. 9.00% PIK) |
|
|
|
13,318 |
|
|
|
14,499 |
|
|
|
1.3 |
% |
|
|
|
|
First-lien loan (EUR 8,102 par, due 4/2025) |
|
4/9/2019 |
|
|
E + 9.00 |
% |
|
9.00% PIK |
|
|
|
8,883 |
|
|
8,598 (EUR 7,332) |
|
|
|
0.7 |
% |
||
|
|
|
First-lien revolving loan ($1,411 par, due 4/2025) |
|
4/9/2019 |
|
|
L + 7.25 |
% |
|
|
8.75 |
% |
|
|
1,378 |
|
|
|
1,827 |
|
|
|
0.2 |
% |
|
|
|
First-lien revolving loan (EUR 336 par, due 4/2025) |
|
4/9/2019 |
|
|
E + 7.25 |
% |
|
|
7.25 |
% |
|
|
368 |
|
|
356 (EUR 304) |
|
|
|
0.0 |
% |
|
|
PayLease, LLC (3) |
|
First-lien loan ($63,835 par, due 7/2022) |
|
7/28/2017 |
|
|
L + 7.25 |
% |
|
|
8.25 |
% |
|
|
63,273 |
|
|
|
64,793 |
|
|
|
5.7 |
% |
|
|
|
First-lien revolving loan ($3,333 par, due 7/2022) |
|
7/28/2017 |
|
|
L + 7.25 |
% |
|
|
8.25 |
% |
|
|
3,309 |
|
|
|
3,383 |
|
|
|
0.3 |
% |
|
PrimeRevenue, Inc. (3) |
|
First-lien loan ($22,007 par, due 12/2023) |
|
12/31/2018 |
|
|
L + 9.50 |
% |
|
|
11.00 |
% |
|
|
21,786 |
|
|
|
22,732 |
|
|
|
2.1 |
% |
|
Swift Gift, Ltd. (3)(5) |
|
First-lien loan ($27,599 par, due 1/2022) |
|
7/31/2017 |
|
|
L + 6.50 |
% |
|
|
7.50 |
% |
|
|
27,360 |
|
|
|
27,806 |
|
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
302,766 |
|
|
|
309,513 |
|
|
|
27.2 |
% |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Caris Life Sciences, Ltd. |
|
First-lien loan ($8,750 par, due 9/2023) |
|
9/21/2018 |
|
|
11.30 |
% |
|
|
11.30 |
% |
|
|
8,368 |
|
|
|
9,447 |
|
|
|
0.8 |
% |
|
|
|
Convertible note ($2,602 par, due 9/2023) |
|
9/21/2018 |
|
|
8.00 |
% |
|
|
8.00 |
% |
|
|
2,602 |
|
|
|
4,840 |
|
|
|
0.4 |
% |
|
Clinicient, Inc.(3) |
|
First-lien loan ($15,000 par, due 5/2024) |
|
5/31/2019 |
|
|
L + 7.00 |
% |
|
|
8.50 |
% |
|
|
14,884 |
|
|
|
15,000 |
|
|
|
1.3 |
% |
|
|
|
First-lien revolving loan ($2,400 par, due 5/2024) |
|
5/31/2019 |
|
|
L + 7.00 |
% |
|
|
8.50 |
% |
|
|
2,371 |
|
|
|
2,400 |
|
|
|
0.2 |
% |
|
Integrated Practice Solutions, Inc. (3)(5) |
|
First-lien loan ($49,500 par, due 10/2024) |
|
6/30/2017 |
|
|
L + 7.50 |
% |
|
|
8.50 |
% |
|
|
47,962 |
|
|
|
50,243 |
|
|
|
4.4 |
% |
|
MedeAnalytics, Inc. (3)(5) |
|
First-lien loan ($38,910 par, due 9/2021) |
|
9/30/2015 |
|
|
L + 7.51 |
% |
|
|
8.01 |
% |
|
|
38,717 |
|
|
|
38,910 |
|
|
|
3.4 |
% |
|
Quantros, Inc. (3)(5) |
|
First-lien loan ($17,931 par, due 12/2020) |
|
2/29/2016 |
|
|
L + 8.50 |
% |
|
|
9.50 |
% |
|
|
17,902 |
|
|
|
17,034 |
|
|
|
1.5 |
% |
|
Valant Medical Solutions, Inc. (3) |
|
First-lien loan ($28,236 par, due 4/2024) |
|
4/8/2019 |
|
|
L + 8.75 |
% |
|
|
10.25 |
% |
|
|
27,568 |
|
|
|
28,389 |
|
|
|
2.5 |
% |
|
|
|
First-lien revolving loan ($1,500 par, due 4/2024) |
|
4/8/2019 |
|
|
L + 8.75 |
% |
|
|
10.25 |
% |
|
|
1,472 |
|
|
|
1,510 |
|
|
|
0.1 |
% |
|
Vita Bidco, Inc. (3)(5) |
|
First-lien loan ($9,058 par, due 2/2024) |
|
2/11/2019 |
|
|
L + 6.50 |
% |
|
|
7.50 |
% |
|
|
8,871 |
|
|
|
9,194 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170,717 |
|
|
|
176,967 |
|
|
|
15.4 |
% |
|
Hotel, gaming, and leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRGSE Holding Corp. (3)(7) |
|
First-lien loan ($29,503 par, due 9/2021) |
|
9/29/2015 |
|
|
L + 9.50 |
% |
|
10.00% (incl. 5.00% PIK) |
|
|
|
27,836 |
|
|
|
28,249 |
|
|
|
2.5 |
% |
|
|
|
|
First-lien revolving loan ($5,690 par, due 9/2021) |
|
9/29/2015 |
|
|
L + 9.50 |
% |
|
10.00% (incl. 5.00% PIK) |
|
|
|
5,690 |
|
|
|
5,433 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,526 |
|
|
|
33,682 |
|
|
|
3.0 |
% |
|
Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Absorb Software, Inc. (3)(4)(5) |
|
First-lien loan ($34,575 par, due 5/2024) |
|
7/31/2019 |
|
|
L + 6.50 |
% |
|
|
7.50 |
% |
|
|
33,970 |
|
|
|
34,489 |
|
|
|
3.0 |
% |
7
|
|
First-lien loan ($19,929 par, due 7/2023) |
|
7/23/2018 |
|
|
L + 8.75 |
% |
|
10.25% (incl. 2.50% PIK) |
|
|
|
19,770 |
|
|
|
19,880 |
|
|
|
1.8 |
% |
||
|
DaySmart Holdings, LLC (3) |
|
First-lien loan ($30,858 par, due 10/2024) |
|
10/1/2019 |
|
|
L + 7.25 |
% |
|
|
8.75 |
% |
|
|
30,176 |
|
|
|
30,142 |
|
|
|
2.7 |
% |
|
|
|
First-lien revolving loan ($3,000 par, due 10/2024) |
|
10/1/2019 |
|
|
L + 7.25 |
% |
|
|
8.75 |
% |
|
|
2,930 |
|
|
|
2,925 |
|
|
|
0.3 |
% |
|
PageUp People, Ltd. (3)(4) |
|
First-lien loan (AUD 51,622 par, due 12/2022) |
|
1/11/2018 |
|
|
B + 7.25 |
% |
|
8.50% (incl. 1.25% PIK) |
|
|
|
39,610 |
|
|
37,101 (AUD 51,763) |
|
|
|
3.1 |
% |
||
|
PayScale Holdings, Inc. (3)(5) |
|
First-lien loan ($39,750 par, due 5/2024) |
|
5/3/2019 |
|
|
L + 7.00 |
% |
|
|
8.00 |
% |
|
|
38,914 |
|
|
|
39,750 |
|
|
|
3.5 |
% |
|
Shaker International, Inc. (3)(5) |
|
First-lien loan ($22,219 par, due 5/2024) |
|
5/15/2019 |
|
|
L + 7.00 |
% |
|
|
8.50 |
% |
|
|
21,788 |
|
|
|
22,219 |
|
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,158 |
|
|
|
186,506 |
|
|
|
16.3 |
% |
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riskonnect, Inc. (3)(5) |
|
First-lien loan ($50,961 par, due 10/2023) |
|
6/30/2017 |
|
|
L + 7.00 |
% |
|
|
8.25 |
% |
|
|
50,541 |
|
|
|
51,598 |
|
|
|
4.5 |
% |
|
Internet services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gainsight, Inc. (9) |
|
First-lien loan ($5,525 par, due 7/2025) |
|
7/29/2019 |
|
|
13.00 |
% |
|
13.00% PIK |
|
|
|
5,468 |
|
|
|
5,539 |
|
|
|
0.5 |
% |
|
|
Higher Logic, LLC (3)(5) |
|
First-lien loan ($36,290 par, due 1/2022) |
|
6/18/2018 |
|
|
L + 5.50 |
% |
|
|
6.50 |
% |
|
|
36,042 |
|
|
|
36,199 |
|
|
|
3.2 |
% |
|
Lithium Technologies, LLC (3) |
|
First-lien loan ($54,700 par, due 10/2022) |
|
10/3/2017 |
|
|
L + 8.00 |
% |
|
|
9.00 |
% |
|
|
54,126 |
|
|
|
53,606 |
|
|
|
4.7 |
% |
|
|
|
First-lien revolving loan ($660 par, due 10/2022) |
|
10/3/2017 |
|
|
L + 8.00 |
% |
|
|
9.21 |
% |
|
|
623 |
|
|
|
581 |
|
|
|
0.1 |
% |
|
Lucidworks, Inc. (9) |
|
First-lien loan ($12,674 par, due 7/2024) |
|
7/31/2019 |
|
|
12.00 |
% |
|
12.00% (incl. 7.00% PIK) |
|
|
|
12,556 |
|
|
|
12,874 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,815 |
|
|
|
108,799 |
|
|
|
9.6 |
% |
|
Marketing Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acoustic, L.P. (3) |
|
First-lien note ($33,000 par, due 6/2024) |
|
12/17/2019 |
|
|
L + 7.00 |
% |
|
|
8.50 |
% |
|
|
32,339 |
|
|
|
32,010 |
|
|
|
2.8 |
% |
|
Office products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USR Parent, Inc. (3)(5) |
|
ABL FILO term loan ($8,232 par, due 9/2022) |
|
9/12/2017 |
|
|
L + 7.75 |
% |
|
|
8.75 |
% |
|
|
8,144 |
|
|
|
8,273 |
|
|
|
0.7 |
% |
|
Oil, gas and consumable fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alloys, LLC (3) |
|
ABL FILO term loan ($6,964 par, due 8/2024) |
|
6/9/2020 |
|
|
L + 6.25 |
% |
|
|
8.25 |
% |
|
|
6,964 |
|
|
|
6,964 |
|
|
|
0.6 |
% |
|
MD America Energy, LLC (3)(16) |
|
First-lien loan ($18,135 par, due 11/2023) |
|
11/14/2018 |
|
|
P + 6.75 |
% |
|
|
10.00 |
% |
|
|
17,939 |
|
|
|
14,463 |
|
|
|
1.3 |
% |
|
Mississippi Resources, LLC (3)(7)(16) |
|
First-lien loan ($7,786 par, due 12/2020) |
|
6/29/2018 |
|
|
L + 9.00 |
% |
|
|
10.00 |
% |
|
|
7,784 |
|
|
|
— |
|
|
|
0.0 |
% |
|
Verdad Resources Intermediate Holdings, LLC (3) |
|
First-lien loan ($29,060 par, due 10/2024) |
|
4/10/2019 |
|
|
L + 7.50 |
% |
|
|
9.50 |
% |
|
|
28,431 |
|
|
|
29,060 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,118 |
|
|
|
50,487 |
|
|
|
4.5 |
% |
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biohaven Pharmaceuticals, Inc. (3)(4) |
|
First-lien loan ($27,665 par, due 8/2025) |
|
8/7/2020 |
|
|
L + 9.00 |
% |
|
10.00% (incl. 4.00% PIK) |
|
|
|
26,419 |
|
|
|
26,536 |
|
|
|
2.3 |
% |
|
|
TherapeuticsMD, Inc. (3)(4) |
|
First-lien loan ($37,500 par, due 3/2024) |
|
4/24/2019 |
|
|
L + 7.75 |
% |
|
|
10.45 |
% |
|
|
35,779 |
|
|
|
36,562 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,198 |
|
|
|
63,098 |
|
|
|
5.5 |
% |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ResMan, LLC (3) |
|
First-lien loan ($29,101 par, due 10/2024) |
|
10/3/2019 |
|
|
L + 8.75 |
% |
|
|
9.75 |
% |
|
|
28,565 |
|
|
|
29,009 |
|
|
|
2.5 |
% |
|
Retail and consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
LLC (3) |
|
ABL FILO term loan ($32,500 par, due 12/2021) |
|
9/6/2017 |
|
|
L + 8.50 |
% |
|
|
9.50 |
% |
|
|
31,916 |
|
|
|
33,231 |
|
|
|
2.9 |
% |
|
American Achievement, Corp. (3)(5) |
|
First-lien loan ($23,745 par, due 9/2022) |
|
9/30/2015 |
|
|
L + 8.25 |
% |
|
9.25% (incl. 3.25% PIK) |
|
|
|
23,687 |
|
|
|
21,964 |
|
|
|
1.9 |
% |
|
|
Centric Brands, Inc. (3)(5) |
|
First-lien revolving loan ($79,410 par, due 10/2020) |
|
7/16/2020 |
|
|
L + 6.50 |
% |
|
|
7.50 |
% |
|
|
78,884 |
|
|
|
79,410 |
|
|
|
7.0 |
% |
|
Designer Brands, Inc. (3)(4) |
|
ABL First-lien loan ($50,000 par, due 8/2025) |
|
8/7/2020 |
|
|
L + 8.50 |
% |
|
|
9.75 |
% |
|
|
48,779 |
|
|
|
49,250 |
|
|
|
4.3 |
% |
|
J.C. Penney Company, Inc. (11) |
|
ABL DIP term loan ($12,198 par, due 11/2020) (3) |
|
6/8/2020 |
|
|
L + 11.75 |
% |
|
|
13.00 |
% |
|
|
12,204 |
|
|
|
15,369 |
|
|
|
1.4 |
% |
|
|
|
First-lien loan ($678 par, due 6/2023) (3)(16) |
|
6/9/2020 |
|
|
L + 4.25 |
% |
|
|
5.25 |
% |
|
|
261 |
|
|
|
209 |
|
|
|
0.0 |
% |
|
|
|
First-lien loan ($3,520 par, due 6/2023) (3)(16) |
|
6/5/2019 |
|
|
L + 4.25 |
% |
|
|
5.25 |
% |
|
|
2,949 |
|
|
|
1,091 |
|
|
|
0.1 |
% |
|
|
|
First-lien secured note ($12,717 par, due 7/2023) (16) |
|
6/5/2019 |
|
|
5.88 |
% |
|
|
5.88 |
% |
|
|
10,404 |
|
|
|
3,942 |
|
|
|
0.4 |
% |
|
Maurices, Inc. (3)(5) |
|
ABL FILO term loan ($24,444 par, due 5/2024) |
|
5/6/2019 |
|
|
L + 6.50 |
% |
|
|
7.75 |
% |
|
|
23,872 |
|
|
|
24,933 |
|
|
|
2.2 |
% |
|
Moran Foods, LLC (3) |
|
ABL FILO term loan ($38,333 par, due 4/2024) |
|
4/1/2020 |
|
|
L + 7.50 |
% |
|
|
9.00 |
% |
|
|
37,648 |
|
|
|
39,004 |
|
|
|
3.4 |
% |
|
NMG Holding Company, Inc. (3)(11) |
|
First-lien term loan ($17,004 par, due 9/2025) |
|
9/25/2020 |
|
|
L + 12.00 |
% |
|
|
13.00 |
% |
|
|
13,138 |
|
|
|
17,401 |
|
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
283,742 |
|
|
|
285,804 |
|
|
|
25.1 |
% |
|
Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,996,416 |
|
|
|
2,013,848 |
|
|
|
176.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity and Other Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motus, LLC (13) |
|
Class A Units (1,262 units) |
|
1/17/2018 |
|
|
|
|
|
|
|
|
|
|
1,262 |
|
|
|
3,296 |
|
|
|
0.3 |
% |
|
|
|
Class B Units (517,020 units) |
|
1/17/2018 |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Nintex Global, Ltd. (13) |
|
Class A Shares (1,197 shares) |
|
3/30/2018 |
|
|
|
|
|
|
|
|
|
|
1,197 |
|
|
|
2,640 |
|
|
|
0.2 |
% |
|
|
|
Class B Shares (398,557 shares) |
|
3/30/2018 |
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
27 |
|
|
|
0.0 |
% |
|
ServiceChannel Holdings, Inc. (13)(14) |
|
207,991 Warrants |
|
6/3/2020 |
|
|
|
|
|
|
|
|
|
|
335 |
|
|
|
335 |
|
|
|
0.0 |
% |
|
WideOrbit, Inc. (13)(14) |
|
1,567,807 Warrants |
|
7/8/2020 |
|
|
|
|
|
|
|
|
|
|
327 |
|
|
|
327 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,133 |
|
|
|
6,625 |
|
|
|
0.5 |
% |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vertellus Specialties, Inc. (13)(14) |
|
Common Units (6,720,658 units) |
|
10/31/2016 |
|
|
|
|
|
|
|
|
|
|
4,575 |
|
|
|
9,825 |
|
|
|
0.9 |
% |
|
Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IntelePeer Holdings, Inc. (13)(14) |
|
280,000 Warrants |
|
2/28/2020 |
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
183 |
|
|
|
0.0 |
% |
|
Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AvidXchange, Inc. (14) |
|
Common Shares (2,198 shares)(13) |
|
4/7/2020 |
|
|
|
|
|
|
|
|
|
|
108 |
|
|
|
108 |
|
|
|
0.0 |
% |
|
|
|
Preferred Shares (293,232 shares) |
|
10/1/2019 |
|
|
|
|
|
|
|
|
|
|
15,286 |
|
|
|
15,171 |
|
|
|
1.3 |
% |
|
|
|
Series F Preferred Shares (8,791 shares)(13) |
|
4/7/2020 |
|
|
|
|
|
|
|
|
|
|
431 |
|
|
|
431 |
|
|
|
0.0 |
% |
|
|
|
75,570 Warrants (13) |
|
10/1/2019 |
|
|
|
|
|
|
|
|
|
|
475 |
|
|
|
1,293 |
|
|
|
0.1 |
% |
|
Oxford Square Capital Corp. (4)(12) |
|
Common Shares (1,059 shares) |
|
8/5/2015 |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
3 |
|
|
|
0.0 |
% |
|
Swift Gift, Ltd. (13) |
|
Common Shares (35,000 shares) |
|
7/31/2017 |
|
|
|
|
|
|
|
|
|
|
3,500 |
|
|
|
10,447 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,807 |
|
|
|
27,453 |
|
|
|
2.3 |
% |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Caris Life Sciences, Ltd. (13) |
|
633,376 Warrants |
|
9/21/2018 |
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
993 |
|
|
|
0.1 |
% |
|
|
|
569,991 Warrants (14) |
|
4/2/2020 |
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
911 |
|
|
|
0.1 |
% |
|
Quantros, Inc. (13)(14) |
|
363 AA Preferred Stock Warrants |
|
10/7/2019 |
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
139 |
|
|
|
0.0 |
% |
|
|
|
2,748 A Preferred Stock Warrants |
|
10/7/2019 |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
|
4,681,958 Common Stock Warrants |
|
10/7/2019 |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
9
|
Inc. (13)(15) |
|
954,478 Warrants |
|
4/8/2019 |
|
|
|
|
|
|
|
|
|
|
281 |
|
|
|
237 |
|
|
|
0.0 |
% |
|
Vita Topco, Inc. (13)(15) |
|
Common Shares (1,000 shares) |
|
2/11/2019 |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
4,070 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,862 |
|
|
|
6,350 |
|
|
|
0.6 |
% |
|
Hotel, gaming, and leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRGSE Holding Corp. (7)(13) |
|
Class A Units (33,790,171 units) (14) |
|
12/21/2018 |
|
|
|
|
|
|
|
|
|
|
21,842 |
|
|
|
169 |
|
|
|
0.0 |
% |
|
|
|
Class C-1 Units (8,800,000 units) |
|
12/21/2018 |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
48 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,942 |
|
|
|
217 |
|
|
|
0.0 |
% |
|
Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClearCompany, LLC (13)(15) |
|
Class A Units (44,944 units) |
|
8/24/2018 |
|
|
|
|
|
|
|
|
|
|
2,014 |
|
|
|
2,865 |
|
|
|
0.3 |
% |
|
DaySmart Holdings, LLC (13)(14)(15) |
|
Class A Units (125,810 units) |
|
10/1/2019 |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
995 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,014 |
|
|
|
3,860 |
|
|
|
0.4 |
% |
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riskonnect, Inc. (13) |
|
Common Shares Class A (1,020 units) |
|
6/30/2017 |
|
|
|
|
|
|
|
|
|
|
1,020 |
|
|
|
1,242 |
|
|
|
0.1 |
% |
|
|
|
Common Shares Class B (987,929 units) |
|
6/30/2017 |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
13 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,030 |
|
|
|
1,255 |
|
|
|
0.1 |
% |
|
Internet Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucidworks, Inc. (13) |
|
Series F Preferred Shares (199,054 shares) |
|
8/2/2019 |
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
824 |
|
|
|
0.1 |
% |
|
Marketing services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Validity, Inc. (13) |
|
Series A Preferred Shares (3,840,000 shares) |
|
5/31/2018 |
|
|
|
|
|
|
|
|
|
|
3,840 |
|
|
|
13,056 |
|
|
|
1.1 |
% |
|
Oil, gas and consumable fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mississippi Resources, LLC (7)(13) |
|
Class A-0 Member Units (1,000 units) (14) |
|
12/12/2019 |
|
|
|
|
|
|
|
|
|
|
6,693 |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
|
Class A-1 Member Units (1,360 units) |
|
5/3/2017 |
|
|
|
|
|
|
|
|
|
|
10,366 |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
|
Class A-2 Member Units (933 units) |
|
6/4/2014 |
|
|
|
|
|
|
|
|
|
|
8,874 |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,933 |
|
|
|
— |
|
|
|
0.0 |
% |
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TherapeuticsMD, Inc. (13)(14) |
|
712,817 Warrants |
|
8/5/2020 |
|
|
|
|
|
|
|
|
|
|
1,029 |
|
|
|
1,029 |
|
|
|
0.1 |
% |
|
Retail and consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMG Parent LLC Com Unit (13)(14) |
|
Common Shares (110,210 shares) |
|
9/29/2020 |
|
|
|
|
|
|
|
|
|
|
6,613 |
|
|
|
6,613 |
|
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlyle Global Market Strategies CLO Ltd, Series 2018-4A (3)(4)(11) |
|
Structured Product ($1,300 par, due 1/2031) |
|
5/21/2020 |
|
|
L + 2.90 |
% |
|
|
3.17 |
% |
|
|
1,126 |
|
|
|
1,179 |
|
|
|
0.1 |
% |
|
Carlyle Global Market Strategies CLO Ltd, Series 2018-1A (3)(4)(11) |
|
Structured Product ($1,550 par, due 4/2031) |
|
8/11/2020 |
|
|
L + 5.75 |
% |
|
|
6.02 |
% |
|
|
1,198 |
|
|
|
1,223 |
|
|
|
0.1 |
% |
|
Carlyle Global Market Strategies CLO Ltd, Series 2017-4A (3)(4)(11) |
|
Structured Product ($4,150 par, due 1/2030) |
|
9/3/2020 |
|
|
L + 6.15 |
% |
|
|
6.43 |
% |
|
|
3,387 |
|
|
|
3,368 |
|
|
|
0.3 |
% |
|
Madison Park Funding Ltd, Series 2014-14A (3)(4)(11) |
|
Structured Product ($2,400 par, due 10/2030) |
|
8/11/2020 |
|
|
L + 5.80 |
% |
|
|
6.06 |
% |
|
|
1,977 |
|
|
|
2,089 |
|
|
|
0.2 |
% |
|
OZLM Ltd., Series 2018-18A (3)(4)(11) |
|
Structured Product ($2,000 par, due 4/2031) |
|
5/28/2020 |
|
|
L + 2.85 |
% |
|
|
3.13 |
% |
|
|
1,742 |
|
|
|
1,768 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,430 |
|
|
|
9,627 |
|
|
|
0.9 |
% |
|
Total Equity and Other Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,191 |
|
|
|
86,917 |
|
|
|
7.6 |
% |
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,099,607 |
|
|
$ |
2,100,765 |
|
|
|
184.1 |
% |
10
|
|
|
Interest Rate Swaps as of September 30, 2020 |
|
|||||||||||||||||||||||
|
|
|
Company Receives |
|
|
Company Pays |
|
|
Maturity Date |
|
Notional Amount |
|
|
Fair Market Value |
|
|
Upfront (Payments) / Receipts |
|
|
Change in Unrealized Gains / (Losses) |
|
||||||
|
Interest rate swap (a) |
|
L |
|
|
1.47% |
|
|
7/30/2021 |
|
$ |
11,700 |
|
|
$ |
(127 |
) |
|
$ |
— |
|
|
$ |
(165 |
) |
||
|
Interest rate swap (a) |
|
L |
|
|
1.36% |
|
|
7/29/2022 |
|
|
3,200 |
|
|
|
(68 |
) |
|
|
— |
|
|
|
(92 |
) |
||
|
Interest rate swap (a) |
|
L |
|
|
0.26% |
|
|
7/29/2022 |
|
|
2,150 |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 2.37% |
|
|
8/1/2022 |
|
|
115,000 |
|
|
|
3,993 |
|
|
|
— |
|
|
|
2,772 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 1.59% |
|
|
8/1/2022 |
|
|
50,000 |
|
|
|
2,462 |
|
|
|
— |
|
|
|
929 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 1.60% |
|
|
8/1/2022 |
|
|
7,500 |
|
|
|
368 |
|
|
|
— |
|
|
|
140 |
|
||
|
Interest rate swap (a) |
|
L + 2.11% |
|
|
4.50% |
|
|
8/1/2022 |
|
|
27,531 |
|
|
|
(1,091 |
) |
|
|
1,252 |
|
|
|
161 |
|
||
|
Interest rate swap (a) |
|
L + 2.11% |
|
|
4.50% |
|
|
8/1/2022 |
|
|
2,160 |
|
|
|
(86 |
) |
|
|
96 |
|
|
|
10 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 1.99% |
|
|
1/22/2023 |
|
|
150,000 |
|
|
|
7,819 |
|
|
|
— |
|
|
|
4,257 |
|
||
|
Interest rate swap (a) |
|
L |
|
|
0.33% |
|
|
6/9/2023 |
|
|
5,000 |
|
|
|
(13 |
) |
|
|
— |
|
|
|
(13 |
) |
||
|
Interest rate swap (a)(e) |
|
L + 2.28% |
|
|
3.875% |
|
|
11/1/2024 |
|
|
2,500 |
|
|
|
— |
|
|
|
128 |
|
|
|
128 |
|
||
|
Interest rate swap (a)(b) |
|
L |
|
|
1.97% |
|
|
6/25/2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75 |
|
||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
376,741 |
|
|
|
13,255 |
|
|
|
1,476 |
|
|
|
8,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap (a)(c)(d) |
|
3.875% |
|
|
L + 2.25% |
|
|
11/1/2024 |
|
|
300,000 |
|
|
|
15,860 |
|
|
|
— |
|
|
|
17,647 |
|
||
|
Interest rate swap (a)(c)(d) |
|
3.875% |
|
|
L + 2.46% |
|
|
11/1/2024 |
|
|
50,000 |
|
|
|
2,215 |
|
|
|
— |
|
|
|
2,215 |
|
||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
350,000 |
|
|
|
18,075 |
|
|
|
— |
|
|
|
19,862 |
|
|
Cash collateral |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(29,999 |
) |
|
|
— |
|
|
|
— |
|
|
Total derivatives |
|
|
|
|
|
|
|
|
|
|
|
$ |
726,741 |
|
|
$ |
1,331 |
|
|
$ |
1,476 |
|
|
$ |
28,062 |
|
|
|
(a) |
Contains a variable rate structure. Bears interest at a rate determined by three-month LIBOR. |
|
|
(b) |
Interest rate swap was terminated or matured during the period. |
|
|
(c) |
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense. |
|
|
(e) |
The fair market value of this instrument is presented net with the $2.5 million in aggregate notional value of instruments no longer designated as instruments in a hedge accounting relationship. |
|
(1) |
Certain portfolio company investments are subject to contractual restrictions on sales. |
|
(2) |
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
|
(3) |
Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Euro Interbank Offer Rate (“Euribor” or “E”) (which can include one-, two-, three- or six-month Euribor), Canadian Dollar Offered Rate (“CDOR” or “C”), Bank Bill Swap Bid Rate (“BBSY” or “B”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”), at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at September 30, 2020. |
|
(4) |
This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 13.1% of total assets as of September 30, 2020. |
|
(5) |
In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche. |
|
(6) |
Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the nine months ended September 30, 2020 in which the Company was an Affiliated Person of the portfolio company are as follows: |
11
Non-controlled, Affiliated Investments during the nine months ended September 30, 2020
|
Company |
|
Fair Value at December 31, 2019 |
|
|
Gross Additions (a) |
|
|
Gross Reductions (b) |
|
|
Net Change In Unrealized Gain/(Loss) |
|
|
Realized Gain/(Losses) |
|
|
Transfers |
|
|
Fair Value at September 30, 2020 |
|
|
Other Income |
|
|
Interest Income |
|
|||||||||
|
AFS Technologies, Inc. |
|
$ |
50,136 |
|
|
$ |
555 |
|
|
$ |
(61,819 |
) |
|
$ |
(691 |
) |
|
$ |
11,819 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
59 |
|
|
$ |
4,551 |
|
|
Total |
|
$ |
50,136 |
|
|
$ |
555 |
|
|
$ |
(61,819 |
) |
|
$ |
(691 |
) |
|
$ |
11,819 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
59 |
|
|
$ |
4,551 |
|
|
|
(a) |
Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable. |
|
|
(b) |
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company may be applied to the outstanding principal balance. |
|
(7) |
Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the nine months ended September 30, 2020 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company are as follows: |
Controlled, Affiliated Investments during the nine months ended September 30, 2020
|
Company |
|
Fair Value at December 31, 2019 |
|
|
Gross Additions (a) |
|
|
Gross Reductions (b) |
|
|
Net Change In Unrealized Gain/(Loss) |
|
|
Realized Gain/(Losses) |
|
|
Transfers |
|
|
Fair Value at September 30, 2020 |
|
|
Other Income |
|
|
Interest Income |
|
|||||||||
|
IRGSE Holding Corp. |
|
$ |
34,812 |
|
|
$ |
4,722 |
|
|
$ |
— |
|
|
$ |
(1,502 |
) |
|
$ |
(4,133 |
) |
|
$ |
— |
|
|
$ |
33,899 |
|
|
$ |
4 |
|
|
$ |
2,893 |
|
|
Mississippi Resources, LLC |
|
|
13,104 |
|
|
— |
|
|
|
(214 |
) |
|
|
(12,890 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
||||||
|
Total |
|
$ |
47,916 |
|
|
$ |
4,722 |
|
|
$ |
(214 |
) |
|
$ |
(14,392 |
) |
|
$ |
(4,133 |
) |
|
$ |
— |
|
|
$ |
33,899 |
|
|
$ |
4 |
|
|
$ |
2,893 |
|
|
|
(a) |
Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable. |
|
|
(b) |
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company may be applied to the outstanding principal balance. |
|
(8) |
As of September 30, 2020, the estimated cost basis of investments for U.S. federal tax purposes was $2,100,832, resulting in estimated gross unrealized gains and losses of $118,178 and $100,245, respectively. |
|
(9) |
These investments contain a fixed rate structure. The Company entered into an interest rate swap agreement to swap to a floating rate. Refer to Note 5 for further information related to the Company’s interest rate swaps on investments. |
|
(10) |
In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC Topic 820”), unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to investments at fair value. |
|
(11) |
This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information related to investments at fair value. |
|
(12) |
This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value. |
|
(13) |
This equity investment is non-income producing. |
|
(14) |
All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2020, the aggregate fair value of these securities is $32,517, or 2.8% of the Company’s net assets. |
|
(15) |
Ownership of equity investments may occur through a holding company or partnership. |
|
(16) |
Investment is on non-accrual status as of September 30, 2020. |
The accompanying notes are an integral part of these consolidated financial statements.
12
Sixth Street Specialty Lending, Inc.
Consolidated Schedule of Investments as of December 31, 2019
(Amounts in thousands, except share amounts)
|
Company (1) |
|
Investment |
|
Initial Acquisition Date |
|
Reference Rate and Spread |
|
|
Interest Rate |
|
|
Amortized Cost (2)(8) |
|
|
Fair Value (10) |
|
|
Percentage of Net Assets |
|
|||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beverage, food and tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFS Technologies, Inc. (3)(5)(6) |
|
First-lien loan ($45,559 par, due 10/2023) |
|
10/16/2018 |
|
|
L + 6.25 |
% |
|
|
8.05 |
% |
|
$ |
45,004 |
|
|
$ |
45,673 |
|
|
|
4.1 |
% |
|
Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceo Solutions, Inc. (3)(4)(5) |
|
First-lien loan (CAD 64,025 par, due 7/2023) |
|
7/6/2018 |
|
|
C + 4.75 |
% |
|
|
6.83 |
% |
|
|
48,001 |
|
|
49,497 (CAD 64,185) |
|
|
|
4.4 |
% |
|
|
Alpha Midco, Inc. (3)(5) |
|
First-lien loan ($45,296 par, due 8/2025) |
|
8/15/2019 |
|
|
L + 6.75 |
% |
|
|
8.75 |
% |
|
|
43,921 |
|
|
|
44,061 |
|
|
|
3.9 |
% |
|
Dye & Durham Corp. (3)(4) |
|
First-lien loan (CAD 65,669 par, due 7/2024) |
|
7/11/2019 |
|
|
C + 7.00 |
% |
|
|
9.03 |
% |
|
|
49,015 |
|
|
49,628 (CAD 64,355) |
|
|
|
4.4 |
% |
|
|
|
|
First-lien revolving loan (CAD 1,750 par, due 7/2024) |
|
7/11/2019 |
|
|
P + 6.00 |
% |
|
|
10.00 |
% |
|
|
1,269 |
|
|
1,296 (CAD 1,680) |
|
|
|
0.1 |
% |
|
|
Integration Appliance, Inc. (3) |
|
First-lien loan ($71,500 par, due 8/2023) |
|
8/13/2018 |
|
|
L + 7.25 |
% |
|
|
9.43 |
% |
|
|
70,619 |
|
|
|
71,685 |
|
|
|
6.4 |
% |
|
Motus, LLC (3)(5) |
|
First-lien loan ($59,853 par, due 1/2024) |
|
1/17/2018 |
|
|
L + 5.50 |
% |
|
|
7.45 |
% |
|
|
58,764 |
|
|
|
60,451 |
|
|
|
5.4 |
% |
|
Netwrix Corp. and Concept Searching, Inc. (3)(5) |
|
First-lien loan ($20,000 par, due 10/2024) |
|
10/17/2019 |
|
|
L + 5.88 |
% |
|
|
7.67 |
% |
|
|
19,541 |
|
|
|
19,650 |
|
|
|
1.8 |
% |
|
Nintex Global, Ltd. (3)(5) |
|
First-lien loan ($74,223 par, due 4/2024) |
|
3/30/2018 |
|
|
L + 6.25 |
% |
|
|
8.05 |
% |
|
|
72,844 |
|
|
|
75,151 |
|
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363,974 |
|
|
|
371,419 |
|
|
|
33.1 |
% |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vertellus Specialties, Inc. (3) |
|
Second-lien loan ($4,147 par, due 10/2021) |
|
10/31/2016 |
|
|
L + 12.00 |
% |
|
|
13.63 |
% |
|
|
4,147 |
|
|
|
4,147 |
|
|
|
0.4 |
% |
|
Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IntelePeer Holdings, Inc. (3) |
|
First-lien loan ($35,000 par, due 12/2024) |
|
12/2/2019 |
|
|
L + 8.00 |
% |
|
|
9.91 |
% |
|
|
35,000 |
|
|
|
34,711 |
|
|
|
3.1 |
% |
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curriculum Associates, LLC (3)(5) |
|
First-lien loan ($75,000 par, due 9/2025) |
|
2/28/2018 |
|
|
L + 5.50 |
% |
|
|
7.30 |
% |
|
|
72,055 |
|
|
|
77,438 |
|
|
|
6.9 |
% |
|
Frontline Technologies Group, LLC (3) |
|
First-lien loan ($65,798 par, due 9/2023) |
|
9/18/2017 |
|
|
L + 5.75 |
% |
|
|
7.55 |
% |
|
|
65,395 |
|
|
|
65,963 |
|
|
|
5.9 |
% |
|
Illuminate Education, Inc.(3)(5) |
|
First-lien loan ($64,025 par, due 8/2022) |
|
8/25/2017 |
|
|
L + 7.25 |
% |
|
|
9.05 |
% |
|
|
63,227 |
|
|
|
63,545 |
|
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,677 |
|
|
|
206,946 |
|
|
|
18.5 |
% |
|
Electronics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APX Group, Inc. (11) |
|
Secured note ($1,000 par, due 12/2022) |
|
5/31/2019 |
|
|
7.88 |
% |
|
|
7.88 |
% |
|
|
938 |
|
|
|
1,009 |
|
|
|
0.1 |
% |
|
Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AppStar Financial, LLC (3) |
|
First-lien loan ($15,855 par, due 8/2020) |
|
8/18/2015 |
|
|
L + 7.50 |
% |
|
|
9.30 |
% |
|
|
15,794 |
|
|
|
15,944 |
|
|
|
1.4 |
% |
|
AvidXchange, Inc. (3)(5) |
|
First-lien loan ($10,350 par, due 4/2024) |
|
10/1/2019 |
|
|
L + 9.00 |
% |
|
|
11.00 |
% |
|
|
10,195 |
|
|
|
10,236 |
|
|
|
0.9 |
% |
|
Bear OpCo, LLC (3)(5) |
|
First-lien loan ($17,456 par, due 10/2024) |
|
10/10/2019 |
|
|
L + 5.00 |
% |
|
|
6.80 |
% |
|
|
16,978 |
|
|
|
17,063 |
|
|
|
1.5 |
% |
|
BlueSnap, Inc. (3) |
|
First-lien loan ($35,000 par, due 10/2024) |
|
10/25/2019 |
|
|
L + 7.00 |
% |
|
|
8.80 |
% |
|
|
34,273 |
|
|
|
34,531 |
|
|
|
3.1 |
% |
|
G Treasury SS, LLC (3)(5) |
|
First-lien loan ($30,000 par, due 4/2023) |
|
4/9/2018 |
|
|
L + 8.25 |
% |
|
|
10.03 |
% |
|
|
29,643 |
|
|
|
30,000 |
|
|
|
2.7 |
% |
|
GC Agile Holdings, Ltd. (3)(4) |
|
First-lien loan ($39,724 par, due 6/2025) |
|
1/31/2019 |
|
|
L + 7.00 |
% |
|
|
8.95 |
% |
|
|
39,099 |
|
|
|
39,128 |
|
|
|
3.5 |
% |
|
Kyriba Corp.(3) |
|
First-lien loan ($12,717 par, due 4/2025) |
|
4/9/2019 |
|
|
L + 9.00 |
% |
|
10.94% (incl. 9.00% PIK) |
|
|
|
12,391 |
|
|
|
12,866 |
|
|
|
1.1 |
% |
|
13
|
|
First-lien loan (EUR 7,571 par, due 4/2025) |
|
4/9/2019 |
|
|
E + 9.00 |
% |
|
9.00% PIK |
|
|
|
8,258 |
|
|
7,759 (EUR 6,912) |
|
|
|
0.7 |
% |
|||
|
|
|
First-lien revolving loan ($427 par, due 4/2025) |
|
4/9/2019 |
|
|
L + 7.25 |
% |
|
|
9.17 |
% |
|
|
384 |
|
|
|
536 |
|
|
|
0.0 |
% |
|
|
|
First-lien revolving loan (EUR 183 par, due 4/2025) |
|
4/9/2019 |
|
|
E + 7.25 |
% |
|
|
7.25 |
% |
|
|
197 |
|
|
60 (EUR 54) |
|
|
|
0.0 |
% |
|
|
PayLease, LLC (3) |
|
First-lien loan ($64,327 par, due 7/2022) |
|
7/28/2017 |
|
|
L + 7.25 |
% |
|
|
9.05 |
% |
|
|
63,518 |
|
|
|
65,511 |
|
|
|
5.9 |
% |
|
PrimeRevenue, Inc. (3) |
|
First-lien loan ($21,144 par, due 12/2023) |
|
12/31/2018 |
|
|
L + 8.50 |
% |
|
10.30% (incl. 5.50% PIK) |
|
|
|
20,877 |
|
|
|
21,213 |
|
|
|
1.9 |
% |
|
|
Swift Gift, Ltd. (3)(5) |
|
First-lien loan ($28,146 par, due 1/2022) |
|
7/31/2017 |
|
|
L + 6.50 |
% |
|
|
8.31 |
% |
|
|
27,776 |
|
|
|
28,849 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,383 |
|
|
|
283,696 |
|
|
|
25.3 |
% |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Caris Life Sciences, Ltd. |
|
First-lien loan ($5,000 par, due 9/2023) |
|
9/21/2018 |
|
|
11.30 |
% |
|
|
11.30 |
% |
|
|
4,855 |
|
|
|
4,956 |
|
|
|
0.4 |
% |
|
|
|
Convertible note ($2,500 par, due 9/2023) |
|
9/21/2018 |
|
|
8.00 |
% |
|
|
8.00 |
% |
|
|
2,500 |
|
|
|
2,550 |
|
|
|
0.2 |
% |
|
Clinicient, Inc.(3) |
|
First-lien loan ($15,000 par, due 5/2024) |
|
5/31/2019 |
|
|
L + 7.00 |
% |
|
|
8.94 |
% |
|
|
14,829 |
|
|
|
14,858 |
|
|
|
1.3 |
% |
|
Integrated Practice Solutions, Inc. (3)(5) |
|
First-lien loan ($49,875 par, due 10/2024) |
|
6/30/2017 |
|
|
L + 7.50 |
% |
|
|
9.30 |
% |
|
|
48,104 |
|
|
|
49,875 |
|
|
|
4.5 |
% |
|
MedeAnalytics, Inc. (3)(5) |
|
First-lien loan ($40,773 par, due 9/2020) |
|
9/30/2015 |
|
|
L + 7.50 |
% |
|
|
9.30 |
% |
|
|
40,556 |
|
|
|
40,875 |
|
|
|
3.7 |
% |
|
Quantros, Inc. (3)(5) |
|
First-lien loan ($18,444 par, due 12/2020) |
|
2/29/2016 |
|
|
L + 8.50 |
% |
|
|
10.41 |
% |
|
|
18,326 |
|
|
|
18,444 |
|
|
|
1.6 |
% |
|
Valant Medical Solutions, Inc. (3) |
|
First-lien loan ($27,936 par, due 4/2024) |
|
4/8/2019 |
|
|
L + 8.75 |
% |
|
|
10.55 |
% |
|
|
27,117 |
|
|
|
27,372 |
|
|
|
2.4 |
% |
|
Vita Bidco, Inc. (3)(5) |
|
First-lien loan ($21,773 par, due 2/2024) |
|
2/11/2019 |
|
|
L + 6.50 |
% |
|
|
8.30 |
% |
|
|
21,237 |
|
|
|
21,773 |
|
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177,524 |
|
|
|
180,703 |
|
|
|
16.0 |
% |
|
Hotel, gaming, and leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRGSE Holding Corp. (3)(7) |
|
First-lien loan ($31,600 par, due 9/2021) |
|
9/29/2015 |
|
|
L + 9.50 |
% |
|
11.44% (incl. 5.00% PIK) |
|
|
|
29,746 |
|
|
|
31,047 |
|
|
|
2.8 |
% |
|
|
|
|
First-lien revolving loan ($3,221 par, due 9/2021) |
|
9/29/2015 |
|
|
L + 9.50 |
% |
|
11.44% (incl. 5.00% PIK) |
|
|
|
3,221 |
|
|
|
3,128 |
|
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,967 |
|
|
|
34,175 |
|
|
|
3.1 |
% |
|
Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Absorb Software, Inc. (3)(4)(5) |
|
First-lien loan ($34,837 par, due 5/2024) |
|
7/31/2019 |
|
|
L + 6.50 |
% |
|
|
8.30 |
% |
|
|
34,122 |
|
|
|
34,228 |
|
|
|
3.1 |
% |
|
ClearCompany, LLC (3) |
|
First-lien loan ($19,192 par, due 7/2023) |
|
7/23/2018 |
|
|
L + 8.50 |
% |
|
10.34% (incl. 2.50% PIK) |
|
|
|
18,993 |
|
|
|
19,140 |
|
|
|
1.7 |
% |
|
|
DaySmart Holdings, LLC (3) |
|
First-lien loan ($30,247 par, due 10/2024) |
|
10/1/2019 |
|
|
L + 7.25 |
% |
|
|
9.05 |
% |
|
|
29,370 |
|
|
|
29,456 |
|
|
|
2.6 |
% |
|
PageUp People, Ltd. (3)(4) |
|
First-lien loan (AUD 51,401 par, due 12/2022) |
|
1/11/2018 |
|
|
B + 7.25 |
% |
|
8.50% (incl. 1.25% PIK) |
|
|
|
39,391 |
|
|
36,042 (AUD 51,273) |
|
|
|
3.2 |
% |
||
|
|
|
First-lien revolving loan (AUD 1,000 par, due 12/2022) |
|
1/11/2018 |
|
|
B + 7.25 |
% |
|
|
8.50 |
% |
|
|
714 |
|
|
694 (AUD 988) |
|
|
|
0.1 |
% |
|
|
PayScale Holdings, Inc. (3)(5) |
|
First-lien loan ($39,900 par, due 5/2024) |
|
5/3/2019 |
|
|
L + 7.00 |
% |
|
|
8.80 |
% |
|
|
38,914 |
|
|
|
39,187 |
|
|
|
3.5 |
% |
|
Shaker International, Inc. (3)(5) |
|
First-lien loan ($22,388 par, due 5/2024) |
|
5/15/2019 |
|
|
L + 7.00 |
% |
|
|
8.94 |
% |
|
|
21,879 |
|
|
|
21,940 |
|
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183,383 |
|
|
|
180,687 |
|
|
|
16.2 |
% |
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riskonnect, Inc. (3)(5) |
|
First-lien loan ($49,813 par, due 10/2023) |
|
6/30/2017 |
|
|
L + 7.00 |
% |
|
|
8.95 |
% |
|
|
49,346 |
|
|
|
50,186 |
|
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gainsight, Inc. (9) |
|
First-lien loan ($3,322 par, due 7/2025) |
|
7/29/2019 |
|
|
13.00 |
% |
|
13.00% PIK |
|
|
|
3,255 |
|
|
|
3,284 |
|
|
|
0.3 |
% |
|
14
|
|
First-lien loan ($37,430 par, due 1/2022) |
|
6/18/2018 |
|
|
L + 6.00 |
% |
|
|
7.80 |
% |
|
|
37,034 |
|
|
|
37,243 |
|
|
|
3.3 |
% |
|
|
Lithium Technologies, LLC (3) |
|
First-lien loan ($54,700 par, due 10/2022) |
|
10/3/2017 |
|
|
L + 8.00 |
% |
|
|
10.04 |
% |
|
|
53,888 |
|
|
|
53,967 |
|
|
|
4.8 |
% |
|
Lucidworks, Inc. (9) |
|
First-lien loan ($12,018 par, due 7/2024) |
|
7/31/2019 |
|
|
12.00 |
% |
|
12.00% (incl. 7.00% PIK) |
|
|
|
11,879 |
|
|
|
11,941 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,056 |
|
|
|
106,435 |
|
|
|
9.5 |
% |
|
Marketing Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acoustic, L.P. (3) |
|
First-lien note ($33,000 par, due 6/2024) |
|
12/17/2019 |
|
|
L + 7.00 |
% |
|
|
8.80 |
% |
|
|
32,230 |
|
|
|
32,175 |
|
|
|
2.9 |
% |
|
Office products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USR Parent, Inc. (3)(5) |
|
ABL FILO term loan ($11,500 par, due 9/2022) |
|
9/12/2017 |
|
|
L + 7.75 |
% |
|
|
9.45 |
% |
|
|
11,338 |
|
|
|
11,701 |
|
|
|
1.0 |
% |
|
Oil, gas and consumable fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alloys, LLC (3)(5) |
|
ABL FILO term loan ($22,000 par, due 8/2024) |
|
8/28/2019 |
|
|
L + 6.25 |
% |
|
|
8.25 |
% |
|
|
21,171 |
|
|
|
21,260 |
|
|
|
1.9 |
% |
|
MD America Energy, LLC (3) |
|
First-lien loan ($19,069 par, due 11/2023) |
|
11/14/2018 |
|
|
L + 7.75 |
% |
|
|
9.67 |
% |
|
|
18,836 |
|
|
|
18,640 |
|
|
|
1.7 |
% |
|
Mississippi Resources, LLC (3)(7) |
|
First-lien loan ($8,000 par, due 6/2020) |
|
6/29/2018 |
|
|
L + 9.00 |
% |
|
|
10.80 |
% |
|
|
7,998 |
|
|
|
8,000 |
|
|
|
0.7 |
% |
|
Verdad Resources Intermediate Holdings, LLC (3) |
|
First-lien loan ($42,222 par, due 10/2023) |
|
4/10/2019 |
|
|
L + 7.50 |
% |
|
|
9.50 |
% |
|
|
41,257 |
|
|
|
41,347 |
|
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,262 |
|
|
|
89,247 |
|
|
|
8.0 |
% |
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nektar Therapeutics (4)(5)(9) |
|
Secured note ($74,950 par, due 10/2020) |
|
10/5/2015 |
|
|
7.75 |
% |
|
|
7.75 |
% |
|
|
74,774 |
|
|
|
76,074 |
|
|
|
6.8 |
% |
|
TherapeuticsMD, Inc. (3)(4) |
|
First-lien loan ($30,000 par, due 3/2024) |
|
4/24/2019 |
|
|
L + 7.75 |
% |
|
|
10.45 |
% |
|
|
29,333 |
|
|
|
29,100 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,107 |
|
|
|
105,174 |
|
|
|
9.4 |
% |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ResMan, LLC (3) |
|
First-lien loan ($20,648 par, due 10/2024) |
|
10/3/2019 |
|
|
L + 8.00 |
% |
|
|
9.94 |
% |
|
|
20,208 |
|
|
|
20,303 |
|
|
|
1.8 |
% |
|
Retail and consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99 Cents Only Stores LLC (3) |
|
ABL FILO term loan ($32,500 par, due 4/2021) |
|
9/6/2017 |
|
|
L + 7.75 |
% |
|
|
9.64 |
% |
|
|
32,303 |
|
|
|
32,581 |
|
|
|
2.9 |
% |
|
American Achievement, Corp. (3)(5) |
|
First-lien loan ($22,619 par, due 9/2022) |
|
9/30/2015 |
|
|
L + 8.25 |
% |
|
|
9.95 |
% |
|
|
22,540 |
|
|
|
22,167 |
|
|
|
2.0 |
% |
|
Forever 21, Inc. (3) |
|
ABL DIP term loan ($50,000 par, due 7/2020) |
|
10/2/2019 |
|
|
L + 12.00 |
% |
|
|
13.81 |
% |
|
|
48,970 |
|
|
|
48,500 |
|
|
|
4.3 |
% |
|
J.C. Penney Company, Inc. (4)(11) |
|
First-lien loan ($6,201 par, due 6/2023)(3) |
|
6/5/2019 |
|
|
L + 4.25 |
% |
|
|
6.16 |
% |
|
|
5,358 |
|
|
|
5,451 |
|
|
|
0.5 |
% |
|
|
|
First-lien secured note ($11,559 par, due 7/2023) |
|
6/5/2019 |
|
|
5.88 |
% |
|
|
5.88 |
% |
|
|
9,761 |
|
|
|
9,911 |
|
|
|
0.9 |
% |
|
Maurices, Inc. (3)(5) |
|
ABL FILO term loan ($27,778 par, due 5/2024) |
|
5/6/2019 |
|
|
L + 6.50 |
% |
|
|
8.21 |
% |
|
|
27,014 |
|
|
|
28,958 |
|
|
|
2.6 |
% |
|
Moran Foods, LLC (3) |
|
ABL FILO term loan ($39,138 par, due 12/2021) |
|
6/21/2019 |
|
|
L + 6.75 |
% |
|
|
8.69 |
% |
|
|
38,750 |
|
|
|
39,138 |
|
|
|
3.5 |
% |
|
Neiman Marcus Group Ltd., LLC (3) |
|
ABL FILO term loan ($72,000 par, due 7/2021) |
|
9/11/2019 |
|
|
L + 6.00 |
% |
|
|
7.89 |
% |
|
|
71,086 |
|
|
|
71,100 |
|
|
|
6.4 |
% |
|
|
|
First-lien loan ($996 par, due 10/2023) (11) |
|
9/12/2019 |
|
|
L + 6.00 |
% |
|
|
7.71 |
% |
|
|
799 |
|
|
|
819 |
|
|
|
0.1 |
% |
|
Transform SR Holdings, LLC (3) |
|
ABL FILO term loan ($75,000 par, due 2/2024) |
|
2/11/2019 |
|
|
L + 7.25 |
% |
|
|
9.18 |
% |
|
|
74,359 |
|
|
|
75,750 |
|
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
330,940 |
|
|
|
334,375 |
|
|
|
30.0 |
% |
|
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ferrellgas, L.P. (3)(4)(5) |
|
First-lien loan ($85,159 par, due 5/2023) |
|
5/4/2018 |
|
|
L + 5.75 |
% |
|
|
7.45 |
% |
|
|
83,994 |
|
|
|
90,053 |
|
|
|
8.0 |
% |
|
Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,150,478 |
|
|
|
2,182,815 |
|
|
|
195.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity and Other Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beverage, food and tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFS Technologies, Inc. (6)(13) |
|
Preferred Units (4,441,090 units) |
|
10/16/2018 |
|
|
|
|
|
|
|
|
|
|
4,441 |
|
|
|
4,463 |
|
|
|
0.4 |
% |
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motus, LLC (13) |
|
Class A Units (1,262 units) |
|
1/17/2018 |
|
|
|
|
|
|
|
|
|
|
1,262 |
|
|
|
2,738 |
|
|
|
0.2 |
% |
|
|
|
Class B Units (517,020 units) |
|
1/17/2018 |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Nintex Global, Ltd. (13) |
|
Class A Shares (1,197 shares) |
|
3/30/2018 |
|
|
|
|
|
|
|
|
|
|
1,197 |
|
|
|
1,939 |
|
|
|
0.2 |
% |
|
|
|
Class B Shares (398,557 shares) |
|
3/30/2018 |
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
20 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,471 |
|
|
|
4,697 |
|
|
|
0.4 |
% |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vertellus Specialties, Inc. (13)(14) |
|
Common Units (3,386,630 units) |
|
10/31/2016 |
|
|
|
|
|
|
|
|
|
|
4,575 |
|
|
|
3,614 |
|
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AvidXchange, Inc. (14) |
|
Preferred Shares (293,232 shares) |
|
10/1/2019 |
|
|
|
|
|
|
|
|
|
|
14,423 |
|
|
|
14,423 |
|
|
|
1.3 |
% |
|
Oxford Square Capital Corp. (4)(12) |
|
Common Shares (1,059 shares) |
|
8/5/2015 |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
6 |
|
|
|
0.0 |
% |
|
Swift Gift, Ltd. (13) |
|
Common Shares (35,000 shares) |
|
7/31/2017 |
|
|
|
|
|
|
|
|
|
|
3,500 |
|
|
|
10,255 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,930 |
|
|
|
24,684 |
|
|
|
2.2 |
% |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Caris Life Sciences, Ltd. (13) |
|
633,376 Warrants |
|
9/21/2018 |
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
192 |
|
|
|
0.0 |
% |
|
Quantros, Inc. (13)(14) |
|
4,685,068 Warrants |
|
10/7/2019 |
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
139 |
|
|
|
0.0 |
% |
|
Valant Medical Solutions, Inc. (13)(14)(15) |
|
954,478 Warrants |
|
4/8/2019 |
|
|
|
|
|
|
|
|
|
|
281 |
|
|
|
281 |
|
|
|
0.0 |
% |
|
Vita Topco, Inc. (13)(14)(15) |
|
Common Shares (1,000 shares) |
|
2/11/2019 |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,442 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,612 |
|
|
|
2,054 |
|
|
|
0.1 |
% |
|
Hotel, gaming, and leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRGSE Holding Corp. (7)(13) |
|
Class A Units (29,440,171 units) (14) |
|
12/21/2018 |
|
|
|
|
|
|
|
|
|
|
21,813 |
|
|
|
589 |
|
|
|
0.1 |
% |
|
|
|
Class C-1 Units (8,800,000 units) |
|
12/21/2018 |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
48 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,913 |
|
|
|
637 |
|
|
|
0.1 |
% |
|
Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClearCompany, LLC (13)(15) |
|
Class A Units (44,944 units) |
|
8/24/2018 |
|
|
|
|
|
|
|
|
|
|
2,014 |
|
|
|
2,255 |
|
|
|
0.2 |
% |
|
DaySmart Holdings, LLC (13)(14)(15) |
|
Class A Units (125,810 units) |
|
10/1/2019 |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,014 |
|
|
|
3,255 |
|
|
|
0.3 |
% |
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riskonnect, Inc. (13) |
|
Common Shares Class A (1,020 units) |
|
6/30/2017 |
|
|
|
|
|
|
|
|
|
|
1,020 |
|
|
|
1,412 |
|
|
|
0.1 |
% |
|
|
|
Common Shares Class B (987,929 units) |
|
6/30/2017 |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
14 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,030 |
|
|
|
1,426 |
|
|
|
0.1 |
% |
|
Internet Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucidworks, Inc. (13)(14) |
|
Series F Preferred Shares (199,054 shares) |
|
8/2/2019 |
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
800 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Validity, Inc. (13) |
|
Series A Preferred Shares (3,840,000 shares) |
|
5/31/2018 |
|
|
|
|
|
|
|
|
|
|
3,840 |
|
|
|
12,379 |
|
|
|
1.1 |
% |
|
Oil, gas and consumable fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mississippi Resources, LLC (7)(13) |
|
Class A-0 Member Units (1,000 units) (14) |
|
12/12/2019 |
|
|
|
|
|
|
|
|
|
|
6,693 |
|
|
|
5,104 |
|
|
|
0.5 |
% |
|
|
|
Class A-1 Member Units (1,360 units) |
|
5/3/2017 |
|
|
|
|
|
|
|
|
|
|
10,366 |
|
|
— |
|
|
|
0.0 |
% |
|
|
|
|
Class A-2 Member Units (933 units) |
|
6/4/2014 |
|
|
|
|
|
|
|
|
|
|
8,874 |
|
|
— |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,933 |
|
|
|
5,104 |
|
|
|
0.5 |
% |
16
|
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,559 |
|
|
|
63,113 |
|
|
|
5.6 |
% |
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,238,037 |
|
|
$ |
2,245,928 |
|
|
|
200.6 |
% |
|
|
|
Interest Rate Swaps as of December 31, 2019 |
|
|||||||||||||||||||||||
|
|
|
Company Receives |
|
|
Company Pays |
|
|
Maturity Date |
|
Notional Amount |
|
|
Fair Market Value |
|
|
Upfront (Payments) / Receipts |
|
|
Change in Unrealized Gains / (Losses) |
|
||||||
|
Interest rate swap (a) |
|
L |
|
|
1.97% |
|
|
6/25/2020 |
|
$ |
91,500 |
|
|
$ |
(75 |
) |
|
$ |
— |
|
|
$ |
(75 |
) |
||
|
Interest rate swap (a) |
|
L |
|
|
1.47% |
|
|
7/30/2021 |
|
|
11,700 |
|
|
|
38 |
|
|
|
— |
|
|
|
38 |
|
||
|
Interest rate swap (a) |
|
L |
|
|
1.36% |
|
|
7/29/2022 |
|
|
3,200 |
|
|
|
24 |
|
|
|
— |
|
|
|
24 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 2.37% |
|
|
8/1/2022 |
|
|
115,000 |
|
|
|
1,221 |
|
|
|
— |
|
|
|
3,098 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 1.59% |
|
|
8/1/2022 |
|
|
50,000 |
|
|
|
1,533 |
|
|
|
— |
|
|
|
994 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 1.60% |
|
|
8/1/2022 |
|
|
7,500 |
|
|
|
228 |
|
|
|
— |
|
|
|
150 |
|
||
|
Interest rate swap (a) |
|
4.50% |
|
|
L + 1.99% |
|
|
1/22/2023 |
|
|
150,000 |
|
|
|
3,562 |
|
|
|
— |
|
|
|
4,100 |
|
||
|
Interest rate swap (a)(b) |
|
L |
|
|
1.72% |
|
|
1/10/2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(378 |
) |
||
|
Interest rate swap (a)(b) |
|
4.50% |
|
|
L + 2.86% |
|
|
12/15/2019 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,285 |
|
||
|
Interest rate swap (a)(b) |
|
L |
|
|
2.66% |
|
|
6/27/2019 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(42 |
) |
||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
428,900 |
|
|
|
6,531 |
|
|
|
— |
|
|
|
9,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap (a)(c) |
|
3.875% |
|
|
L + 2.25% |
|
|
11/1/2024 |
|
|
300,000 |
|
|
|
(1,787 |
) |
|
|
— |
|
|
|
(1,787 |
) |
||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
|
|
(1,787 |
) |
|
|
— |
|
|
|
(1,787 |
) |
|
Cash collateral |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(3,737 |
) |
|
|
— |
|
|
|
— |
|
|
Total derivatives |
|
|
|
|
|
|
|
|
|
|
|
$ |
728,900 |
|
|
$ |
1,007 |
|
|
$ |
— |
|
|
$ |
7,407 |
|
|
|
(a) |
Contains a variable rate structure. Bears interest at a rate determined by three-month LIBOR. |
|
|
(b) |
Interest rate swap was terminated or matured in 2019. |
|
|
(c) |
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense. |
|
(1) |
Certain portfolio company investments are subject to contractual restrictions on sales. |
|
(2) |
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
|
(3) |
Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Euro Interbank Offer Rate (“Euribor” or “E”) (which can include one-, two-, three-, or six-month Euribor), Canadian Dollar Offered Rate (“CDOR” or “C”), Bank Bill Swap Bid Rate (“BBSY” or “B”) or an alternate base rate (which can include the Federal Funds Effective Rate, the Toronto-Dominion Bank rate, or the Prime Rate or “P”), at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at December 31, 2019. |
|
(4) |
This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 18.5% of total assets as of December 31, 2019. |
|
(5) |
In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche. |
|
(6) |
Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended December 31, 2019 in which the Company was an Affiliated Person of the portfolio company are as follows: |
17
Non-controlled, Affiliated Investments during the year ended December 31, 2019
|
Company |
|
Fair Value at December 31, 2018 |
|
|
Gross Additions (a) |
|
|
Gross Reductions (b) |
|
|
Net Change In Unrealized Gain/(Loss) |
|
|
Realized Gain/(Losses) |
|
|
Transfers |
|
|
Fair Value at December 31, 2019 |
|
|
Other Income |
|
|
Interest Income |
|
|||||||||
|
AFS Technologies, Inc. |
|
$ |
45,342 |
|
|
$ |
4,845 |
|
|
$ |
(1,175 |
) |
|
$ |
1,124 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
50,136 |
|
|
$ |
76 |
|
|
$ |
5,207 |
|
|
Validity, Inc. |
|
|
38,590 |
|
|
|
1,489 |
|
|
|
(234 |
) |
|
|
148 |
|
|
— |
|
|
|
(39,993 |
) |
|
— |
|
|
|
12 |
|
|
|
1,163 |
|
||
|
Total |
|
$ |
83,932 |
|
|
$ |
6,334 |
|
|
$ |
(1,409 |
) |
|
$ |
1,272 |
|
|
$ |
— |
|
|
$ |
(39,993 |
) |
|
$ |
50,136 |
|
|
$ |
88 |
|
|
$ |
6,370 |
|
|
|
(a) |
Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable. |
|
|
(b) |
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company may be applied to the outstanding principal balance. |
|
(7) |
Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2019 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company are as follows: |
Controlled, Affiliated Investments during the year ended December 31, 2019
|
Company |
|
Fair Value at December 31, 2018 |
|
|
Gross Additions (a) |
|
|
Gross Reductions (b) |
|
|
Net Change In Unrealized Gain/(Loss) |
|
|
Realized Gain/(Losses) |
|
|
Transfers |
|
|
Fair Value at December 31, 2019 |
|
|
Other Income |
|
|
Interest Income |
|
|||||||||
|
AFS Technologies, Inc. |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
570 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
IRGSE Holding Corp. |
|
|
34,527 |
|
|
|
8,279 |
|
|
|
(1,750 |
) |
|
|
(6,244 |
) |
|
— |
|
|
— |
|
|
|
34,812 |
|
|
|
11 |
|
|
|
3,963 |
|
||
|
Mississippi Resources, LLC |
|
|
21,978 |
|
|
|
1,427 |
|
|
— |
|
|
|
(6,137 |
) |
|
|
(4,164 |
) |
|
— |
|
|
|
13,104 |
|
|
— |
|
|
|
1,995 |
|
|||
|
Total |
|
$ |
56,505 |
|
|
$ |
9,706 |
|
|
$ |
(1,750 |
) |
|
$ |
(12,381 |
) |
|
$ |
(3,594 |
) |
|
$ |
— |
|
|
$ |
47,916 |
|
|
$ |
11 |
|
|
$ |
5,958 |
|
|
|
(a) |
Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable. |
|
|
(b) |
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company may be applied to the outstanding principal balance. |
|
(8) |
As of December 31, 2019, the estimated cost basis of investments for U.S. federal tax purposes was $2,230,116, resulting in estimated gross unrealized gains and losses of $87,386 and $78,478, respectively. |
|
(9) |
These investments contain a fixed rate structure. The Company entered into an interest rate swap agreement to swap to a floating rate. Refer to Note 5 for further information related to the Company’s interest rate swaps on investments. |
|
(10) |
In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“Topic ASC 820”), unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to investments at fair value. |
|
(11) |
This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information related to investments at fair value. |
|
(12) |
This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value. |
|
(13) |
This equity investment is non-income producing. |
|
(14) |
All or a portion of this security was acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2019, the aggregate fair value of these securities is $23,986, or 2.1% of the Company’s net assets. |
|
(15) |
Ownership of equity investments may occur through a holding company or partnership. |
The accompanying notes are an integral part of these consolidated financial statements.
18
Sixth Street Specialty Lending, Inc.
Consolidated Statements of Changes in Net Assets
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
Common Stock |
|
|
Treasury Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Shares |
|
|
Par Amount |
|
|
Shares |
|
|
Cost |
|
|
Paid in Capital in Excess of Par |
|
|
Distributable Earnings |
|
|
Total Net Assets |
|
|||||||
|
Balance at December 31, 2019 |
|
|
66,524,591 |
|
|
$ |
666 |
|
|
|
89,080 |
|
|
$ |
(1,359 |
) |
|
$ |
1,009,270 |
|
|
$ |
110,720 |
|
|
$ |
1,119,297 |
|
|
Net decrease in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,662 |
|
|
|
33,662 |
|
|
Net change in unrealized gains (losses) on investments and foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(84,680 |
) |
|
|
(84,680 |
) |
|
Net realized gains (losses) on investments and foreign currency transactions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,081 |
) |
|
|
(2,081 |
) |
|
Decrease in Net Assets Resulting from Capital Share Transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of Treasury Stock |
|
|
(206,964 |
) |
|
|
— |
|
|
|
206,964 |
|
|
|
(2,932 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,932 |
) |
|
Dividends to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with dividend reinvestment plan |
|
|
252,144 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
4,825 |
|
|
|
— |
|
|
|
4,828 |
|
|
Dividends declared from net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(31,358 |
) |
|
|
(31,358 |
) |
|
Tax reclassification of stockholders' equity in accordance with GAAP (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,016 |
) |
|
|
1,016 |
|
|
|
— |
|
|
Balance at March 31, 2020 |
|
|
66,569,771 |
|
|
$ |
669 |
|
|
|
296,044 |
|
|
$ |
(4,291 |
) |
|
$ |
1,013,079 |
|
|
$ |
27,279 |
|
|
$ |
1,036,736 |
|
|
Net increase in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
39,469 |
|
|
|
39,469 |
|
|
Net change in unrealized gains (losses) on investments and foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57,234 |
|
|
|
57,234 |
|
|
Net realized gains (losses) on investments, foreign currency transactions, and extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(833 |
) |
|
|
(833 |
) |
|
Decrease in Net Assets Resulting from Capital Share Transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of convertible notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(910 |
) |
|
|
— |
|
|
|
(910 |
) |
|
Dividends to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with dividend reinvestment plan |
|
|
772,642 |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
11,876 |
|
|
|
— |
|
|
|
11,883 |
|
|
Dividends declared from net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(60,978 |
) |
|
|
(60,978 |
) |
|
Balance at June 30, 2020 |
|
|
67,342,413 |
|
|
$ |
676 |
|
|
|
296,044 |
|
|
$ |
(4,291 |
) |
|
$ |
1,024,045 |
|
|
$ |
62,171 |
|
|
$ |
1,082,601 |
|
|
Net increase in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41,104 |
|
|
|
41,104 |
|
|
Net change in unrealized gains (losses) on investments and foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,775 |
|
|
|
29,775 |
|
|
Net realized gains (losses) on investments and foreign currency transactions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,978 |
|
|
|
10,978 |
|
|
Dividends to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with dividend reinvestment plan |
|
|
285,727 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
4,487 |
|
|
|
— |
|
|
|
4,490 |
|
|
Dividends declared from net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,728 |
) |
|
|
(27,728 |
) |
|
Balance at September 30, 2020 |
|
|
67,628,140 |
|
|
$ |
679 |
|
|
|
296,044 |
|
|
$ |
(4,291 |
) |
|
$ |
1,028,532 |
|
|
$ |
116,300 |
|
|
$ |
1,141,220 |
|
|
(1) |
The Company’s tax year end is March 31st. |
The accompanying notes are an integral part of these consolidated financial statements.
19
Sixth Street Specialty Lending, Inc.
Consolidated Statements of Changes in Net Assets
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
Common Stock |
|
|
Treasury Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Shares |
|
|
Par Amount |
|
|
Shares |
|
|
Cost |
|
|
Paid in Capital in Excess of Par |
|
|
Distributable Earnings |
|
|
Total Net Assets |
|
|||||||
|
Balance at December 31, 2018 |
|
|
65,412,817 |
|
|
$ |
655 |
|
|
|
89,080 |
|
|
$ |
(1,359 |
) |
|
$ |
991,919 |
|
|
$ |
71,987 |
|
|
$ |
1,063,202 |
|
|
Net increase in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26,638 |
|
|
|
26,638 |
|
|
Net change in unrealized gains (losses) on investments and foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,460 |
|
|
|
11,460 |
|
|
Net realized gains (losses) on investments and foreign currency transactions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
647 |
|
|
|
647 |
|
|
Dividends to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with dividend reinvestment plan |
|
|
300,145 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
5,583 |
|
|
|
— |
|
|
|
5,586 |
|
|
Dividends declared from net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(33,469 |
) |
|
|
(33,469 |
) |
|
Tax reclassification of stockholders' equity in accordance with GAAP (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(304 |
) |
|
|
304 |
|
|
|
— |
|
|
Balance at March 31, 2019 |
|
|
65,712,962 |
|
|
$ |
658 |
|
|
|
89,080 |
|
|
$ |
(1,359 |
) |
|
$ |
997,198 |
|
|
$ |
77,567 |
|
|
$ |
1,074,064 |
|
|
Net increase in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31,142 |
|
|
|
31,142 |
|
|
Net change in unrealized gains (losses) on investments and foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,423 |
|
|
|
16,423 |
|
|
Net realized gains (losses) on investments and foreign currency transactions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
230 |
|
|
|
230 |
|
|
Dividends to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with dividend reinvestment plan |
|
|
325,328 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
6,193 |
|
|
|
— |
|
|
|
6,196 |
|
|
Dividends declared from net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26,412 |
) |
|
|
(26,412 |
) |
|
Balance at June 30, 2019 |
|
|
66,038,290 |
|
|
$ |
661 |
|
|
|
89,080 |
|
|
$ |
(1,359 |
) |
|
$ |
1,003,391 |
|
|
$ |
98,950 |
|
|
$ |
1,101,643 |
|
|
Net increase in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,743 |
|
|
|
36,743 |
|
|
Net change in unrealized gains (losses) on investments and foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,478 |
) |
|
|
(11,478 |
) |
|
Net realized gains (losses) on investments and foreign currency transactions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,076 |
|
|
|
5,076 |
|
|
Dividends to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with dividend reinvestment plan |
|
|
255,083 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
4,768 |
|
|
|
— |
|
|
|
4,771 |
|
|
Dividends declared from net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(28,497 |
) |
|
|
(28,497 |
) |
|
Balance at September 30, 2019 |
|
|
66,293,373 |
|
|
$ |
664 |
|
|
|
89,080 |
|
|
$ |
(1,359 |
) |
|
$ |
1,008,159 |
|
|
$ |
100,794 |
|
|
$ |
1,108,258 |
|
|
(1) |
The Company’s tax year end is March 31st. |
The accompanying notes are an integral part of these consolidated financial statements.
20
Sixth Street Specialty Lending, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
|
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||
|
|
|
September 30, 2020 |
|
|
September 30, 2019 |
|
||
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
Increase in net assets resulting from operations |
|
$ |
124,628 |
|
|
$ |
116,881 |
|
|
Adjustments to reconcile increase in net assets resulting from operations to net cash provided by (used) in operating activities: |
|
|
|
|
|
|
|
|
|
Net change in unrealized (gains) losses on investments |
|
|
6,734 |
|
|
|
(4,733 |
) |
|
Net change in unrealized gains on foreign currency transactions |
|
|
(863 |
) |
|
|
(765 |
) |
|
Net change in unrealized gains on interest rate swaps |
|
|
(8,200 |
) |
|
|
(10,908 |
) |
|
Net realized gains on investments |
|
|
(7,496 |
) |
|
|
(5,893 |
) |
|
Net realized gains on extinguishment of debt |
|
|
(739 |
) |
|
|
— |
|
|
Net realized losses on foreign currency transactions |
|
|
121 |
|
|
|
18 |
|
|
Net realized gains on interest rate swaps |
|
|
— |
|
|
|
(41 |
) |
|
Net amortization of discount on investments |
|
|
(20,675 |
) |
|
|
(13,011 |
) |
|
Amortization of deferred financing costs |
|
|
3,813 |
|
|
|
3,474 |
|
|
Amortization of discount on debt |
|
|
416 |
|
|
|
680 |
|
|
Purchases and originations of investments, net |
|
|
(549,087 |
) |
|
|
(817,074 |
) |
|
Proceeds from investments, net |
|
|
21,886 |
|
|
|
14,221 |
|
|
Repayments on investments |
|
|
698,809 |
|
|
|
490,304 |
|
|
Paid-in-kind interest |
|
|
(6,104 |
) |
|
|
(5,443 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Interest receivable |
|
|
3,283 |
|
|
|
(3,642 |
) |
|
Interest receivable paid-in-kind |
|
|
(180 |
) |
|
|
(46 |
) |
|
Prepaid expenses and other assets |
|
|
(3,930 |
) |
|
|
1,465 |
|
|
Management fees payable to affiliate |
|
|
(395 |
) |
|
|
805 |
|
|
Incentive fees payable to affiliate |
|
|
1,558 |
|
|
|
(1,562 |
) |
|
Payable to affiliate |
|
|
1,218 |
|
|
|
1,275 |
|
|
Other liabilities |
|
|
24,225 |
|
|
|
12,031 |
|
|
Net Cash Provided by (Used) in Operating Activities |
|
|
289,022 |
|
|
|
(221,964 |
) |
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
Borrowings on debt |
|
|
615,250 |
|
|
|
963,003 |
|