10-Q
1
d67067d10q.htm
FORM 10-Q
Form 10-Q
Table of Contents
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 814-01132
Crescent
Capital BDC, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
47-3162282
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA
90025
(Address of Principal Executive Offices)
(Zip Code)
Registrants Telephone Number, Including Area Code: (310) 235-5900
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
Name of each exchange on which
registered
Common Stock, $0.001 par value per share
CCAP
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
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 files). Yes ☐ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-Accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by
check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
The number of shares of the Registrants common stock, $.001 par value per share, outstanding at November 4, 2020 was 28,167,360.
Table of Contents
CRESCENT CAPITAL BDC, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2020
Table of Contents
INDEX
PAGE
NO.
PART I.
FINANCIAL INFORMATION
2
Item 1.
Financial Statements
2
Consolidated Statements of Assets and Liabilities as of September 30, 2020 (Unaudited) and December 31, 2019
2
Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (Unaudited)
3
Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2020 and 2019 (Unaudited)
4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited)
6
Consolidated Schedule of Investments as of September 30, 2020 (Unaudited)
7
Consolidated Schedule of Investments as of December 31, 2019
21
Notes to Consolidated Financial Statements (Unaudited)
33
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
60
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
78
Item 4.
Controls and Procedures
80
PART II.
OTHER INFORMATION
80
Item 1.
Legal Proceedings
80
Item 1A
Risk Factors
81
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
83
Item 3.
Defaults Upon Senior Securities
84
Item 4.
Other Information
84
Item 5.
Exhibits
85
Table of Contents
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 or prospective portfolio investments, our industry, our beliefs, and our assumptions. We believe that it is important to communicate our future
expectations to our investors. Words such as anticipates, expects, intends, plans, believes, seeks, estimates, would, will,
should, targets, projects, and variations of these words and similar expressions identify forward-looking statements, although not all forward-looking statements include these words. These statements are not
guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted
in the forward-looking statements.
The following factors and factors listed under Risk Factors in this report and other documents Crescent
Capital BDC, Inc. has filed with the Securities and Exchange Commission, or SEC, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking
statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. The following factors are among those that may
cause actual results to differ materially from our forward-looking statements:
uncertainty surrounding the financial stability of the United States, Europe and China;
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our
investments;
potential fluctuation in quarterly operating results;
potential impact of economic recessions or downturns;
adverse developments in the credit markets;
regulations governing our operation as a business development company;
operation in a highly competitive market for investment opportunities;
changes in interest rates may affect our cost of capital and net investment income;
financing investments with borrowed money;
potential adverse effects of price declines and illiquidity in the corporate debt markets;
the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the
economy in general;
lack of liquidity in investments;
the outcome and impact of any litigation;
the timing, form and amount of any dividend distributions;
risks regarding distributions;
potential adverse effects of new or modified laws and regulations;
the social, geopolitical, financial, trade and legal implications of Brexit;
potential resignation of the Adviser and or the Administrator;
uncertainty as to the value of certain portfolio investments;
defaults by portfolio companies;
our ability to successfully complete and integrate any acquisitions;
risks associated with original issue discount (OID) and payment-in-kind (PIK) interest
income; and
the market price of our common stock may fluctuate significantly.
Although we believe that the assumptions on which these forward-looking statements are based upon 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. You are advised to consult any additional disclosures
that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are
an investment company.
1
Table of Contents
Crescent Capital BDC, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
As of
September 30, 2020
(Unaudited)
As of
December 31,
2019
Assets
Investments, at fair value
Non-controlled non-affiliated (cost of $904,002 and $675,329, respectively)
$
879,491
$
671,582
Non-controlled affiliated (cost of $32,308 and $19,766, respectively)
47,631
20,507
Controlled (cost of $39,000 and $34,000, respectively)
33,929
34,442
Cash and cash equivalents
3,047
4,576
Restricted cash and cash equivalents
8,522
8,851
Interest receivable
3,602
2,832
Unrealized appreciation on foreign currency forward contracts
1,835
758
Receivable for investments sold
1,070
160
Deferred tax assets
776
421
Other assets
632
3,046
Total assets
$
980,535
$
747,175
Liabilities
Debt (net of deferred financing costs of $4,645 and $3,431, respectively)
$
422,237
$
322,010
Distributions payable
11,549
8,554
Interest and other debt financing costs payable
3,093
3,545
Accrued expenses and other liabilities
3,067
3,788
Management fees payable
1,746
1,343
Deferred tax liabilities
1,133
879
Unrealized depreciation on foreign currency forward contracts
520
65
Directors fees payable
100
74
Total liabilities
$
443,445
$
340,258
Commitments and Contingencies (Note 8)
Net Assets
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)
$
$
Common stock, par value $0.001 per share (200,000,000 shares authorized, 28,167,360 and 20,862,314 shares issued and outstanding, respectively)
28
21
Paid-in capital in excess of par value
558,913
414,293
Accumulated loss
(21,851
)
(7,397
)
Total Net Assets
$
537,090
$
406,917
Total Liabilities and Net Assets
$
980,535
$
747,175
Net asset value per share
$
19.07
$
19.50
See accompanying notes
2
Table of Contents
Crescent Capital BDC, Inc.
Consolidated Statements of Operations
(in thousands,
except share and per share data)
(Unaudited)
For the three
months ended
September 30,
For the nine
months ended
September 30,
2020
2019
2020
2019
Investment Income:
From non-controlled non-affiliated investments:
Interest income
$
16,132
$
12,385
$
48,424
$
33,402
Paid-in-kind interest
501
112
1,747
449
Dividend income
518
705
2,122
1,636
Other income
87
1,060
686
From non-controlled affiliated investments:
Interest income
338
337
1,009
877
Paid-in-kind interest
485
970
Dividend Income
310
310
From controlled investments:
Dividend income
700
900
1,500
1,450
Total investment income
18,674
14,836
56,832
38,810
Expenses:
Interest and other debt financing costs
3,504
3,524
11,484
9,506
Management fees
2,909
2,517
8,327
6,567
Incentive fees
2,136
1,375
6,335
3,506
Professional fees
354
202
1,060
587
Directors fees
100
73
339
218
Organization expenses
45
136
Other general and administrative expenses
631
567
1,852
1,624
Total expenses
9,634
8,303
29,397
22,144
Management fee waiver
(1,163
)
(1,268
)
(3,427
)
(3,215
)
Incentive fee waiver
(2,136
)
(1,375
)
(6,335
)
(3,506
)
Net expenses
6,335
5,660
19,635
15,423
Net investment income before taxes
12,339
9,176
37,197
23,387
Income and excise taxes
131
8
480
14
Net investment income
12,208
9,168
36,717
23,373
Net realized and unrealized gains (losses) on investments:
Net realized gain (loss) on:
Non-controlled non-affiliated investments
2
(66
)
(1,021
)
(987
)
Non-controlled affiliated investments
(526
)
(526
)
Foreign currency transactions
6
42
(155
)
531
Net change in unrealized appreciation (depreciation) on:
Non-controlled non-affiliated investments and foreign currency translation
18,530
(7,617
)
(20,770
)
(3,731
)
Non-controlled affiliated investments
6,215
(24
)
14,582
600
Controlled investments
3,416
45
(5,513
)
(667
)
Foreign currency forward contracts
(1,349
)
1,205
623
1,487
Net realized and unrealized gains (losses) on investments
26,294
(6,415
)
(12,780
)
(2,767
)
Realized loss on asset acquisition
(3,825
)
Net realized and unrealized gains (losses) on investments and asset acquisition
26,294
(6,415
)
(16,605
)
(2,767
)
Benefit (provision) for taxes on unrealized appreciation (depreciation) on investments
(161
)
(25
)
101
(505
)
Net increase (decrease) in net assets resulting from operations
$
38,341
$
2,728
$
20,213
$
20,101
Per Common Share Data:
Net increase in net assets resulting from operations per share (basic and diluted):
$
1.36
$
0.15
$
0.73
$
1.23
Net investment income per share (basic and diluted):
$
0.43
$
0.49
$
1.33
$
1.43
Weighted average shares outstanding (basic and diluted):
28,167,360
18,810,099
27,518,708
16,341,911
See accompanying notes
3
Table of Contents
Crescent Capital BDC, Inc.
Consolidated Statements of Changes in Net Assets
(in
thousands, except share and per share data)
(Unaudited)
Common Stock
Shares
Par Amount
Paid in Capital
in
Excess of Par
Value
Accumulated
Loss
Total
Net Assets
Balance at June 30, 2020
28,167,360
$
28
$
558,913
$
(48,643
)
$
510,298
Net increase (decrease) in net assets resulting from operations:
Net investment income
12,208
12,208
Net realized gain (loss) on investments and foreign currency transactions
(518
)
(518
)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation
26,812
26,812
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments
(161
)
(161
)
Stockholder distributions:
Distributions to stockholders
(11,549
)
(11,549
)
Total increase (decrease) for the three months ended September 30, 2020
26,792
26,792
Balance at September 30, 2020
28,167,360
$
28
$
558,913
$
(21,851
)
$
537,090
Distributions declared
$
0.41
Balance at December 31, 2019
20,862,314
$
21
$
414,293
$
(7,397
)
$
406,917
Net increase (decrease) in net assets resulting from operations:
Net investment income
36,717
36,717
Net realized gain (loss) on investments and foreign currency transactions
(1,702
)
(1,702
)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation
(11,078
)
(11,078
)
Realized loss on asset acquisition
(3,825
)
(3,825
)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments
101
101
Stockholder distributions:
Issuance of common stock
2,265,021
2
44,295
44,297
Issuance in connection with asset acquisition (Note 13)
5,202,312
5
101,944
101,949
Issuance of common shares pursuant to dividend reinvestment plan
30,128
589
589
Repurchase of common stock
(192,415
)
(2,208
)
(2,208
)
Distributions to stockholders
(34,667
)
(34,667
)
Total increase (decrease) for the nine months ended September 30, 2020
7,305,046
7
144,620
(14,454
)
130,173
Balance at September 30, 2020
28,167,360
$
28
$
558,913
$
(21,851)
$
537,090
Distributions declared
$
1.23
See accompanying notes
4
Table of Contents
Crescent Capital BDC, Inc.
Consolidated Statements of Changes in Net Assets
(in
thousands, except share and per share data)
(Unaudited)
Common Stock
Shares
Par Amount
Paid in Capital
in
Excess of Par
Value
Accumulated
Loss
Total
Net Assets
Balance at June 30, 2019
16,245,796
$
16
$
322,543
$
(1,775
)
$
320,784
Net increase (decrease) in net assets resulting from operations:
Net investment income
9,168
9,168
Net realized gain (loss) on investments and foreign currency transactions
(24
)
(24
)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation
(6,391
)
(6,391
)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments
(25
)
(25
)
Stockholder distributions:
Issuance of common stock
3,284,155
3
64,997
65,000
Issuance of common shares pursuant to dividend reinvestment plan
19,710
0
390
390
Equity offering costs
(64
)
(64
)
Distributions to stockholders
(8,015
)
(8,015
)
Total increase (decrease) for the three months ended September 30, 2019
3,303,865
3
65,323
(5,287
)
60,039
Balance at September 30, 2019
19,549,661
$
19
$
387,866
$
(7,062
)
$
380,823
Distributions declared
$
0.41
Balance at December 31, 2018
13,358,289
$
13
$
266,024
$
(6,458
)
$
259,579
Net increase (decrease) in net assets resulting from operations:
Net investment income
23,373
23,373
Net realized gain (loss) on investments and foreign currency transactions
(456
)
(456
)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation
(2,311
)
(2,311
)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments
(505
)
(505
)
Stockholder distributions:
Issuance of common stock
6,138,595
6
120,994
121,000
Issuance of common shares pursuant to dividend reinvestment plan
52,777
0
1,039
1,039
Equity offering costs
(191
)
(191
)
Distributions to stockholders
(20,705
)
(20,705
)
Total increase (decrease) for the nine months ended September 30, 2019
6,191,372
6
121,842
(604
)
121,244
Balance at September 30, 2019
19,549,661
$
19
$
387,866
$
(7,062)
$
380,823
Distributions declared
$
1.23
See accompanying notes
5
Table of Contents
Crescent Capital BDC, Inc.
Consolidated Statements of Cash Flows
(in thousands,
except share and per share data)
(Unaudited)
For the nine
months ended
September 30,
2020
For the nine
months ended
September 30,
2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations
$
20,213
$
20,101
Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash provided by (used for) operating activities:
Purchases of investments
(228,280
)
(297,519
)
Paid-in-kind interest income
(2,717
)
(449
)
Proceeds from sales of investments and principal repayments
182,275
97,138
Net realized (gain) loss on investments and foreign currency transactions
1,903
987
Realized loss on asset acquisition (2)
3,825
Acquisition of Alcentra Capital Corporation, net of cash acquired (2)
(12,884
)
Net change in unrealized (appreciation) depreciation on investments and foreign currency
translation
11,701
3,798
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts
(623
)
(1,487
)
Amortization of premium and accretion of discount, net
(3,714
)
(2,374
)
Amortization of deferred financing costs
985
691
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold
(515
)
(223
)
(Increase) decrease in interest receivable
232
(2,280
)
(Increase) decrease in deferred tax asset
(355
)
(Increase) decrease in other assets
2,421
(1,185
)
Increase (decrease) in payable for investments purchased
(290
)
Increase (decrease) in management fees payable
403
287
Increase (decrease) in directors fees payable
26
79
Increase (decrease) in interest and credit facility fees and expenses payable
(1,286
)
1,136
Increase (decrease) in deferred tax liability
254
505
Increase (decrease) in accrued expenses and other liabilities
(1,116
)
2,418
Net cash provided by (used for) operating activities
(27,252
)
(178,667
)
Cash flows from financing activities:
Issuance of common stock
44,297
121,000
Repurchase of common stock
(2,208
)
Financing costs paid related to revolving credit facilities
(2,199
)
(2,751
)
Distributions paid
(31,083
)
(16,994
)
Equity offering costs
(191
)
Borrowings on debt
279,592
248,250
Repayments on debt
(229,127
)
(162,946
)
Repayments on InterNotes ®
(33,853
)
Net cash provided by (used for) financing activities
25,419
186,368
Effect of exchange rate changes on cash denominated in foreign currency
(25
)
13
Net increase (decrease) in cash, cash equivalents, restricted cash and foreign currency
(1,858
)
7,714
Cash, cash equivalents, restricted cash and foreign currency, beginning of period
13,427
10,369
Cash, cash equivalents, restricted cash and foreign currency, end of period (1)
$
11,569
$
18,083
Supplemental and non-cash financing activities:
Cash paid during the period for interest
$
11,407
$
7,679
Issuance of common stock pursuant to dividend reinvestment plan
$
589
$
1,039
Accrued but unpaid equity offering costs
$
$
64
Accrued but unpaid distributions
$
11,549
$
8,015
Issuance of shares in connection with asset acquisition (Note 13) (2)
$
101,949
$
(1)
As of September 30, 2020, the balance included cash and cash equivalents of $3,047 (including cash
denominated in foreign currency of $861) and restricted cash and cash equivalents of $8,522, respectively. As of September 30, 2019, the balance included cash and cash equivalents of $6,955 (including cash denominated in foreign currency of
$503) and restricted cash and cash equivalents of $11,128, respectively.
(2)
After the close of business on January 31, 2020, in connection with the Alcentra Acquisition (as defined
in Note 1 and further discussed in Note 13), the Company acquired net assets of $114,431, which included $195,682 of investments, $3,409 of cash and cash equivalents and $1,398 of other assets, net of $86,058 of assumed liabilities, for total cash
and stock consideration of $118,256, inclusive of $7,250 of asset acquisition costs.
See accompanying notes
6
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Investments (1) (2)
United States
Debt Investments
Automobiles & Components
Auto-Vehicle Parts, LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
01/2023
$
$
(4
)
%
$
(16
)
Auto-Vehicle Parts, LLC (3)
Senior Secured First Lien Term Loan
L + 450
(100 Floor)
(7)
5.50
%
01/2023
4,578
4,544
0.8
4,459
Continental Battery Company (3)
Senior Secured First Lien Delayed Draw Term Loan
L + 700
(100 Floor)
(7)
8.00
%
12/2022
6,595
6,531
1.2
6,595
Continental Battery Company (3)
(5)
Senior Secured First Lien Delayed Draw Term Loan
L + 700
(100 Floor)
(7)
8.00
%
12/2022
3,474
3,449
0.7
3,474
Continental Battery Company (3) (4) (5)
(6)
Senior Secured First Lien Revolver
12/2022
(7
)
Continental Battery Company (3)
Senior Secured First Lien Term Loan
L + 700
(100 Floor)
(7)
8.00
%
12/2022
3,943
3,909
0.7
3,943
Empire Auto Parts, LLC (3) (4) (5)
(6)
Unitranche First Lien Revolver
09/2024
(5
)
(15
)
Empire Auto Parts, LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
09/2024
2,450
2,415
0.5
2,361
Empire Auto Parts, LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
09/2024
2,376
2,338
0.4
2,290
POC Investors, LLC (3) (5) (6)
Senior Secured First Lien Revolver
P + 450
(9)
7.75
%
11/2021
375
371
0.1
375
POC Investors, LLC (3)
Senior Secured First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
11/2021
11,466
11,400
2.1
11,466
35,257
34,941
6.5
34,932
Capital Goods
Envocore Holding, LLC (3)
Senior Secured First Lien Term Loan
L + 900
(200 Floor)
(including
425 PIK)
(8)
11.00
%
06/2022
18,342
15,635
2.7
14,517
Potter Electric Signal Company (3) (4) (6)
(10)
Senior Secured First Lien Delayed Draw Term Loan
12/2025
(17
)
(28
)
Potter Electric Signal Company (3) (6)
(11)
Senior Secured First Lien Revolver
P + 325
(9)
6.50
%
12/2022
150
145
136
Potter Electric Signal
Company (3)
Senior Secured First Lien Term Loan
L + 450
(100 Floor)
(8)
5.50
%
12/2025
2,486
2,467
0.5
2,424
Potter Electric Signal
Company (3)
Senior Secured First Lien Term Loan
L + 450
(100 Floor)
(8)
5.50
%
12/2025
472
469
0.1
461
21,450
18,699
3.3
17,510
Commercial & Professional Services
ASP MCS Acquisition Corp. (12)
Senior Secured First Lien Term Loan
05/2024
5,227
5,210
0.3
1,457
Battery Solutions, Inc. (3) (13)
Unsecured Debt
1200 + 200
PIK
(14)
14.00
%
11/2021
1,257
1,238
0.2
1,224
BFC Solmetex LLC & Bonded Filter
Co.
LLC (3) (5)
Unitranche First Lien Revolver
L + 850
(100 Floor)
(8)
9.50
%
09/2023
750
741
0.1
723
BFC Solmetex LLC & Bonded Filter
Co.
LLC (3) (5)
Unitranche First Lien Revolver
L + 850
(100 Floor)
(8)
9.50
%
09/2023
300
295
0.1
289
BFC Solmetex LLC & Bonded Filter Co.
LLC (3)
Unitranche First Lien Term Loan
L + 850
(100 Floor)
(8)
9.50
%
09/2023
5,935
5,857
1.1
5,725
BFC Solmetex LLC & Bonded Filter Co.
LLC (3)
Unitranche First Lien Term Loan
L + 850
(100 Floor)
(8)
9.50
%
09/2023
619
611
0.1
597
CHA Holdings, Inc. (3)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(100 Floor)
(8)
5.50
%
04/2025
1,016
1,012
0.2
975
CHA Holdings, Inc. (3)
Senior Secured First Lien Term Loan
L + 450
(100 Floor)
(8)
5.50
%
04/2025
4,818
4,801
0.9
4,626
Consolidated Label Co., LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
07/2026
(12
)
Consolidated Label Co., LLC (3)
Senior Secured First Lien Term Loan
L + 625
(100 Floor)
(8)
7.25
%
07/2026
4,350
4,266
0.8
4,350
See accompanying notes
7
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
DFS Intermediate Holdings, LLC (3) (5)
(6)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor)
(7)
6.25
%
03/2022
$
3,446
$
3,419
0.6
%
$
3,446
DFS Intermediate Holdings, LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
03/2022
(16
)
DFS Intermediate Holdings,
LLC (3)
Senior Secured First Lien Term Loan
L + 525
(100 Floor)
(7)
6.25
%
03/2022
8,725
8,667
1.6
8,725
Digital Room Holdings, Inc.
Senior Secured First Lien Term Loan
L + 500
(15)
5.27
%
05/2026
6,912
6,607
1.2
6,204
GH Holding Company (3)
Senior Secured First Lien Term Loan
L + 450
(7)
4.65
%
02/2023
1,463
1,459
0.3
1,403
GI Revelation Acquisition, LLC
Senior Secured First Lien Term Loan
L + 500
(7)
5.15
%
04/2025
7,340
7,313
1.3
7,101
Hepaco, LLC (3) (6) (10)
Senior Secured First Lien Delayed Draw Term Loan
L + 500
(100 Floor)
(7)
6.00
%
08/2024
4,167
4,139
0.7
3,975
Hepaco, LLC (3) (5) (6)
Senior Secured First Lien Revolver
L + 500
(100 Floor)
(7)
6.00
%
08/2024
287
286
0.1
246
Hepaco, LLC (3)
Senior Secured First Lien Term Loan
L + 500
(100 Floor)
(7)
6.00
%
08/2024
5,111
5,078
0.9
4,883
Hsid Acquisition, LLC (3) (10)
Senior Secured First Lien Delayed Draw Term Loan
L + 500
(100 Floor)
(8)
6.00
%
01/2026
2,900
2,848
0.5
2,900
Hsid Acquisition, LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
01/2026
(13
)
Hsid Acquisition, LLC (3)
Senior Secured First Lien Term Loan
L + 500
(100 Floor)
(7)
6.00
%
01/2026
4,328
4,250
0.8
4,328
Impact Group, LLC (3)
Senior Secured First Lien Term Loan
L + 737
(100 Floor)
(7)
8.37
%
06/2023
7,059
5,470
1.2
6,259
Impact Sales, LLC (3)
Senior Secured First Lien Delayed Draw Term Loan
L + 737
(100 Floor)
(7)
8.37
%
06/2023
6,663
5,163
1.1
5,908
Institutional Shareholder Services,
Inc. (3)
Senior Secured First Lien Term Loan
L + 450
(8)
4.72
%
03/2026
2,955
2,915
0.5
2,811
Institutional Shareholder Services,
Inc. (3)
Senior Secured Second Lien Term Loan
L + 850
(8)
8.72
%
03/2027
2,000
1,925
0.4
1,925
ISS Compressors Industries, Inc. (3) (5)
(6)
Senior Secured First Lien Revolver
L + 550
(100 Floor)
(8)
6.50
%
02/2026
812
805
0.2
803
ISS Compressors Industries,
Inc. (3)
Senior Secured First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
02/2026
9,121
9,038
1.7
9,016
Jordan Healthcare, Inc. (3)
Senior Secured First Lien Delayed Draw Term Loan
L + 600
(100 Floor)
(8)
7.00
%
07/2022
693
690
0.1
693
Jordan Healthcare, Inc. (3)
Senior Secured First Lien Revolver
L + 600
(100 Floor)
(8)
7.00
%
07/2022
450
448
0.1
450
Jordan Healthcare, Inc. (3)
Senior Secured First Lien Term Loan
L + 600
(100 Floor)
(8)
7.00
%
07/2022
3,990
3,974
0.7
3,990
MHS Acquisition Holdings, LLC (3)
Senior Secured Second Lien Delayed Draw Term Loan
L + 875
(100 Floor)
(8)
9.75
%
03/2025
467
461
0.1
442
MHS Acquisition Holdings, LLC (3)
Senior Secured Second Lien Term Loan
L + 875
(100 Floor)
(8)
9.75
%
03/2025
8,102
7,948
1.4
7,677
MHS Acquisition Holdings, LLC (3)
Unsecured Debt
1350
PIK
(8)
13.50
%
03/2026
263
261
0.1
248
MHS Acquisition Holdings, LLC (3)
Unsecured Debt
1350
PIK
(14)
13.50
%
03/2026
790
783
0.1
743
Pinstripe Holdings, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor)
(7)
7.00
%
01/2025
9,850
9,632
1.8
9,706
Pye-Barker Fire & Safety, LLC (3)
(16)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor)
(8)
6.75
%
11/2025
3,743
3,649
0.7
3,655
Pye-Barker Fire & Safety,
LLC (3)
Unitranche First Lien Term Loan
L + 575
(100 Floor)
(8)
6.75
%
11/2025
10,049
9,805
1.8
9,814
Receivable Solutions, Inc. (3) (4) (5)
(6)
Senior Secured First Lien Revolver
10/2024
(4
)
(6
)
See accompanying notes
8
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Receivable Solutions, Inc. (3)
Senior Secured First Lien Term Loan
L + 500
(100 Floor)
(7)
6.00
%
10/2024
$
2,152
$
2,121
0.4
%
$
2,108
SavATree, LLC (3) (6) (10)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor)
(8)
6.25
%
06/2022
742
735
0.1
742
SavATree, LLC (3) (4) (5) (6)
Senior Secured First Lien Revolver
06/2022
(4
)
SavATree, LLC (3)
Senior Secured First Lien Term Loan
L + 525
(100 Floor)
(8)
6.25
%
06/2022
3,918
3,890
0.7
3,918
Spear Education (3) (4) (6) (10)
Senior Secured First Lien Delayed Draw Term Loan
02/2025
(27
)
(113
)
Spear Education (3)
Senior Secured First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
02/2025
6,841
6,779
1.2
6,593
TecoStar Holdings, Inc. (3)
Senior Secured Second Lien Term Loan
L + 850
(100 Floor)
(8)
9.50
%
11/2024
5,000
4,921
0.9
4,997
UP Acquisition Corp. (3)
Unitranche First Lien Delayed Draw Term Loan
L + 625
(100 Floor)
(7)
7.25
%
05/2024
1,191
1,171
0.2
1,156
UP Acquisition Corp. (3) (5) (6)
Unitranche First Lien Revolver
L + 625
(100 Floor)
(7)
7.25
%
05/2024
391
372
0.1
353
UP Acquisition Corp. (3)
Unitranche First Lien Term Loan
L + 625
(100 Floor)
(7)
7.25
%
05/2024
4,345
4,279
0.8
4,215
Xcentric Mold and Engineering Acquisition Company, LLC (3)
Senior Secured First Lien Revolver
L + 700
(100 Floor)
(including
100 PIK)
(7)
8.00
%
01/2022
708
705
0.1
617
Xcentric Mold and Engineering Acquisition Company, LLC (3)
Senior Secured First Lien Term Loan
L + 700
(100 Floor)
(including
100 PIK)
(7)
8.00
%
01/2022
4,417
4,392
0.7
3,846
165,663
160,353
29.0
155,743
Consumer Durables & Apparel
EiKo Global, LLC (3) (5) (6)
Senior Secured First Lien Revolver
L + 600
(100 Floor)
(8)
7.00
%
06/2023
300
291
0.1
300
EiKo Global, LLC (3)
Senior Secured First Lien Term Loan
L + 600
(100 Floor)
(8)
7.00
%
06/2023
3,232
3,193
0.6
3,232
3,532
3,484
0.7
3,532
Consumer Services
BJH Holdings III Corp. (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
08/2025
13,613
13,440
2.4
13,136
Cambium Learning Group, Inc. (3)
Senior Secured Second Lien Term Loan
L + 850
(8)
8.72
%
12/2026
5,000
4,861
0.9
4,773
Colibri Group LLC (3) (10)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor)
(8)
6.75
%
05/2025
1,340
1,314
0.3
1,334
Colibri Group LLC (3) (4) (5) (6)
Unitranche First Lien Revolver
05/2025
(19
)
(4
)
Colibri Group LLC (3)
Unitranche First Lien Term Loan
L + 575
(100 Floor)
(8)
6.75
%
05/2025
8,147
7,983
1.5
8,114
COP Home Services Holdings, Inc. (3)
(10)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(100 Floor)
(8)
5.50
%
05/2025
693
682
0.1
683
COP Home Services Holdings, Inc. (3) (4) (5)
(6)
Senior Secured First Lien Revolver
05/2025
(7
)
(7
)
COP Home Services Holdings,
Inc. (3)
Senior Secured First Lien Term Loan
L + 450
(100 Floor)
(8)
5.50
%
05/2025
3,448
3,393
0.6
3,396
HGH Purchaser, Inc. (3) (6) (10)
Unitranche First Lien Delayed Draw Term Loan
L + 675
(100 Floor)
(8)
7.75
%
11/2025
1,534
1,464
0.3
1,534
HGH Purchaser, Inc. (3) (5) (6)
Unitranche First Lien Revolver
L + 675
(100 Floor)
(8)
7.75
%
11/2025
186
164
186
HGH Purchaser, Inc. (3)
Unitranche First Lien Term Loan
L + 675
(100 Floor)
(8)
7.75
%
11/2025
8,047
7,871
1.5
8,047
JLL XDD, Inc. (3)
Senior Secured First Lien Term Loan
L + 600
(100 Floor)
(8)
7.00%
12/2023
5,985
5,827
1.1
5,985
See accompanying notes
9
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
JLL XDD, Inc. (3)
Senior Secured First Lien Term Loan
L + 550
(100 Floor)
(15)
6.50
%
12/2023
$
2,118
$
2,078
0.4
%
$
2,118
Learn-It Systems, LLC (3) (6) (17)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(50 Floor)
(including
50 PIK)
(8)
5.50
%
03/2025
646
586
0.1
589
Learn-It Systems, LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
03/2025
(14
)
(13
)
Learn-It Systems, LLC (3)
Senior Secured First Lien Term Loan
L + 450
(50 Floor)
(including
50 PIK)
(8)
5.50
%
03/2025
4,342
4,241
0.8
4,246
Pre-Paid Legal Services, Inc. (3)
Senior Secured Second Lien Term Loan
L + 750
(7)
7.65
%
05/2026
519
514
0.1
519
Teaching Strategies LLC (3) (5) (6)
Unitranche First Lien Revolver
L + 600
(100 Floor)
(8)
7.00
%
05/2024
182
173
181
Teaching Strategies LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor)
(8)
7.00
%
05/2024
9,164
9,013
1.7
9,148
United Language Group, Inc. (3) (5)
Senior Secured First Lien Revolver
L + 675
(100 Floor)
(7)
7.75
%
12/2021
400
397
0.1
379
United Language Group, Inc. (3)
Senior Secured First Lien Term Loan
L + 675
(100 Floor)
(7)
7.75
%
12/2021
4,653
4,622
0.8
4,415
Vistage Worldwide, Inc. (3)
Senior Secured First Lien Term Loan
L + 400
(100 Floor)
(8)
5.00
%
02/2025
6,134
6,144
1.1
5,904
WeddingWire, Inc. (3)
Senior Secured Second Lien Term Loan
L + 825
(7)
8.40
%
12/2026
5,000
4,954
0.8
4,300
Wrench Group LLC (3)
Senior Secured Second Lien Term Loan
L + 788
(8)
8.10
%
04/2027
2,500
2,434
0.5
2,440
83,651
82,115
15.1
81,403
Diversified Financials
CC SAG Acquisition Corp. (3) (6)
(10)
Unitranche First Lien Delayed Draw Term Loan
L + 550
(100 Floor)
(7)
6.50
%
09/2025
400
371
0.1
400
CC SAG Acquisition Corp. (3) (4) (5)
(6)
Unitranche First Lien Revolver
09/2025
(20
)
CC SAG Acquisition Corp. (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
09/2025
7,128
6,986
1.3
7,128
GGC Aperio Holdings, L.P. (3)
Unitranche First Lien Term Loan
L + 500
(8)
5.22
%
10/2024
8,405
8,393
1.5
8,141
Goldentree Loan Management US CLO 2, Ltd. (3)
(18)
CLO, Series 2017-2A, Class E
L + 470
4.97
%
11/2030
2,000
1,899
0.3
1,702
17,933
17,629
3.2
17,371
Energy
BJ Services, LLC (3) (12) (19)
Unitranche First Lien - Last Out Term Loan
01/2023
8,075
8,014
1.3
6,911
BJ Services, LLC (3)
Unitranche First Lien Term Loan
L + 700
(150 Floor)
(8)
8.50
%
01/2023
4,750
4,721
0.9
4,560
Black Diamond Oilfield Rentals,
LLC (3)
Senior Secured First Lien Term Loan
L + 650
(100 Floor)
(8)
7.50
%
12/2020
10,386
10,313
1.7
9,257
23,211
23,048
3.9
20,728
Food & Staples Retailing
Isagenix International, LLC
Senior Secured First Lien Term Loan
L + 575
(100 Floor)
(8)
6.75
%
06/2025
6,180
6,157
0.6
3,283
PetIQ, LLC (3) (18)
Senior Secured First Lien Term Loan
L + 500
(100 Floor)
(7)
6.00
%
07/2025
14,850
14,735
2.8
14,813
21,030
20,892
3.4
18,096
Food, Beverage & Tobacco
Mann Lake Ltd. (3) (5)
Senior Secured First Lien Revolver
L + 750
(100 Floor)
(8)
8.50
%
10/2024
900
888
0.1
837
Mann Lake Ltd. (3)
Senior Secured First Lien Term Loan
L + 750
(100 Floor)
(8)
8.50
%
10/2024
3,836
3,780
0.7
3,566
See accompanying notes
10
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Manna Pro Products, LLC (3) (6) (10)
Unitranche First Lien Delayed Draw Term Loan
L + 600
(100 Floor)
(7)
7.00
%
12/2023
$
2,571
$
2,566
0.5
%
$
2,554
Manna Pro Products, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 floor)
(7)
7.00
%
12/2023
2,436
2,412
0.4
2,423
Manna Pro Products, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor)
(7)
7.00
%
12/2023
4,381
4,338
0.8
4,357
14,124
13,984
2.5
13,737
Health Care Equipment & Services
Abode Healthcare, Inc. (3) (5) (6)
Senior Secured First Lien Revolver
L + 525
(100 Floor)
(8)
6.25
%
08/2025
232
213
232
Abode Healthcare, Inc. (3)
Senior Secured First Lien Term Loan
L + 525
(100 Floor)
(8)
6.25
%
08/2025
4,752
4,672
0.9
4,752
Aegis Sciences Corporation
Senior Secured First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
05/2025
7,348
6,954
1.1
6,047
Ameda, Inc. (3) (5) (6)
Senior Secured First Lien Revolver
L + 700
(100 Floor)
(7)
8.00
%
09/2022
188
185
162
Ameda, Inc. (3)
Senior Secured First Lien Term Loan
L + 700
(100 Floor)
(7)
8.00
%
09/2022
2,259
2,241
0.4
2,064
Avalign Technologies, Inc. (3)
Senior Secured First Lien Term Loan
L + 450
(7)
4.65
%
12/2025
16,880
16,746
3.0
16,036
BAART Programs, Inc. (3)
Senior Secured Second Lien Delayed Draw Term Loan
L + 800
(100 Floor)
(8)
9.00
%
03/2025
1,000
957
0.2
973
BAART Programs, Inc. (3)
Senior Secured Second Lien Term Loan
L + 825
(100 Floor)
(20)
9.25
%
03/2025
7,000
6,700
1.3
6,814
Centria Subsidiary Holdings, LLC (3) (5)
(6)
Unitranche First Lien Revolver
P + 500
(9)
8.25
%
12/2025
395
344
0.1
364
Centria Subsidiary Holdings, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor)
(8)
7.00
%
12/2025
11,783
11,469
2.2
11,598
CRA MSO, LLC (3) (5) (6)
Senior Secured First Lien Revolver
L + 700
(100 Floor)
(7)
8.00
%
12/2023
80
77
71
CRA MSO, LLC (3)
Senior Secured First Lien Term Loan
L + 700
(100 Floor)
(7)
8.00
%
12/2023
1,228
1,212
0.2
1,173
ExamWorks Group, Inc. (3)
Senior Secured Second Lien Term Loan
L + 725
(100 Floor)
(15)
8.25
%
07/2024
5,735
5,637
1.1
5,694
GrapeTree Medical Staffing, LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
10/2022
(3
)
(5
)
GrapeTree Medical Staffing, LLC (3)
Senior Secured First Lien Term Loan
L + 525
(100 Floor)
(7)
6.25
%
10/2022
1,649
1,636
0.3
1,630
GrapeTree Medical Staffing, LLC (3)
Senior Secured First Lien Term Loan
L + 525
(100 Floor)
(7)
6.25
%
10/2022
1,386
1,368
0.3
1,370
HCAT Acquisition, Inc. (3)
Unitranche First Lien Delayed Draw Term Loan
L + 925
(100 Floor)
(8)
10.25
%
11/2022
2,326
2,213
0.4
2,164
HCAT Acquisition, Inc. (3) (21)
Unitranche First Lien Revolver
L + 925
(100 Floor)
(8)
10.25
%
11/2022
3,836
3,649
0.7
3,568
HCAT Acquisition, Inc. (3)
Unitranche First Lien Term Loan
L + 925
(100 Floor)
(8)
10.25
%
11/2022
14,787
14,063
2.6
13,752
HCOS Group Intermediate III LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
09/2026
(18
)
(8
)
HCOS Group Intermediate III LLC (3)
Senior Secured First Lien Term Loan
L + 600
(100 Floor)
7.00
%
09/2026
11,600
11,368
2.1
11,499
Lightspeed Buyer, Inc. (3) (6) (10)
Unitranche First Lien Delayed Draw Term Loan
L + 525
(100 Floor)
(7)
6.25
%
02/2026
1,149
1,122
0.2
1,139
Lightspeed Buyer, Inc. (3) (5)
Unitranche First Lien Revolver
L + 525
(100 Floor)
(7)
6.25
%
02/2026
1,050
1,031
0.2
1,044
Lightspeed Buyer, Inc. (3)
Unitranche First Lien Term Loan
L + 525
(100 Floor)
(7)
6.25
%
02/2026
9,950
9,769
1.8
9,897
MDVIP, Inc. (3)
Senior Secured First Lien Term Loan
L + 425
(100 Floor)
(7)
5.25
%
11/2024
9,585
9,585
1.7
9,322
Medsurant Holdings, LLC (3) (14)
Senior Secured Second Lien Term Loan
1300
13.00
%
03/2022
7,945
7,899
1.5
7,823
See accompanying notes
11
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
NMN Holdings III Corp. (3) (22)
Senior Secured Second Lien Delayed Draw Term Loan
L + 775
(7)
7.90
%
11/2026
$
1,667
$
1,624
0.3
%
$
1,618
NMN Holdings III Corp. (3)
Senior Secured Second Lien Term Loan
L + 775
(7)
7.90
%
11/2026
7,222
7,043
1.3
7,010
NMSC Holdings, Inc. (3)
Senior Secured Second Lien Term Loan
1200 PIK
(8)
12.00
%
10/2023
4,440
4,351
0.7
3,995
Omni Ophthalmic Management Consultants,
LLC (3)
(4) (6) (10)
Senior Secured First Lien Delayed Draw Term Loan
05/2023
(4
)
(42
)
Omni Ophthalmic Management Consultants,
LLC (3)
(5)
Senior Secured First Lien Revolver
L + 750
(100 Floor)
(7)
8.50
%
05/2023
850
842
0.1
793
Omni Ophthalmic Management Consultants,
LLC (3)
Senior Secured First Lien Term Loan
L + 750
(100 Floor)
(7)
8.50
%
05/2023
6,895
6,832
1.2
6,431
Pinnacle Treatment Centers, Inc. (3) (4) (5)
(6)
Unitranche First Lien Revolver
12/2022
(5
)
2
Pinnacle Treatment Centers, Inc. (3) (6)
(10)
Unitranche First Lien Term Loan
L + 625
(100 Floor)
(8)
7.25
%
12/2022
686
678
0.1
690
Pinnacle Treatment Centers, Inc. (3)
Unitranche First Lien Term Loan
L + 625
(100 Floor)
(8)
7.25
%
12/2022
8,244
8,180
1.5
8,276
Professional Physical Therapy (3)
Senior Secured First Lien Term Loan
L + 850
(100 Floor)
(including
250 PIK)
(15)
9.59
%
12/2022
8,954
8,706
1.1
5,999
PT Network, LLC (3) (4) (5) (6)
Senior Secured First Lien Revolver
11/2023
(1
)
(8
)
PT Network, LLC (3)
Senior Secured First Lien Term Loan
L + 750
(100 Floor)
(including
200 PIK)
(15)
8.73
%
11/2023
4,776
4,768
0.9
4,678
Safco Dental Supply, LLC (3) (4) (5)
(6)
Unitranche First Lien Revolver
06/2025
(8
)
Safco Dental Supply, LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor)
(8)
6.50
%
06/2025
4,380
4,318
0.8
4,380
Seniorlink Incorporated (3) (5) (6)
Unitranche First Lien Revolver
P + 600
(9)
9.25
%
07/2026
356
326
0.1
356
Seniorlink Incorporated (3)
Unitranche First Lien Term Loan
L + 700
(100 Floor)
(8)
8.00
%
07/2026
6,818
6,619
1.3
6,818
Smile Brands, Inc. (3) (6) (10)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(8)
4.82
%
10/2024
602
597
0.1
567
Smile Brands, Inc. (3) (4) (5)
(6)
Senior Secured First Lien Revolver
10/2023
(2
)
(14
)
Smile Brands, Inc. (3)
Senior Secured First Lien Term Loan
L + 450
(8)
4.82
%
10/2024
2,063
2,049
0.4
1,970
Smile Doctors LLC (3) (6) (10)
Senior Secured First Lien Delayed Draw Term Loan
L + 600
(100 Floor)
(8)
7.00
%
10/2022
5,557
5,556
1.0
5,442
Smile Doctors LLC (3) (5) (6)
Senior Secured First Lien Revolver
L + 600
(100 Floor)
(8)
7.00
%
10/2022
428
428
0.1
417
Smile Doctors LLC (3)
Senior Secured First Lien Term Loan
L + 600
(100 Floor)
(8)
7.00
%
10/2022
5,468
5,446
1.0
5,412
Unifeye Vision Partners (3) (6) (17)
Senior Secured First Lien Delayed Draw Term Loan
P + 375
(100 Floor)
(9)
7.00
%
09/2025
813
780
0.1
709
Unifeye Vision Partners (3) (5) (6)
Senior Secured First Lien Revolver
L + 475
(100 Floor)
(8)
5.75
%
09/2025
453
425
0.1
395
Unifeye Vision Partners (3)
Senior Secured First Lien Term Loan
L + 475
(100 Floor)
(8)
5.75
%
09/2025
5,359
5,268
1.0
5,177
See accompanying notes
12
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Zest Acquisition Corp. (3)
Senior Secured First Lien Term Loan
L + 350
(15)
4.73
%
03/2025
$
8,603
$
8,604
1.4
%
$
7,786
208,777
204,509
36.9
198,032
Household & Personal Products
Tranzonic (3) (5) (6)
Senior Secured First Lien Revolver
L + 450
(100 Floor
) (7)
5.50
%
03/2023
403
401
0.1
403
Tranzonic (3)
Senior Secured First Lien Term Loan
L + 450
(100 Floor
) (7)
5.50
%
03/2023
3,823
3,801
0.7
3,819
4,226
4,202
0.8
4,222
Insurance
Comet Acquisition, Inc. (3)
Senior Secured Second Lien Term Loan
L + 750
(8)
7.72
%
10/2026
4,632
4,623
0.8
4,169
Integrity Marketing Acquisition,
LLC (3)
Unitranche First Lien Delayed Draw Term Loan
L + 550
(100 Floor
) (8)
6.50
%
08/2025
5,081
4,966
0.9
5,049
Integrity Marketing Acquisition, LLC (3)
(10)
Unitranche First Lien Delayed Draw Term Loan
L + 550
(100 Floor
) (8)
6.50
%
08/2025
3,072
3,001
0.6
3,053
Integrity Marketing Acquisition, LLC (3) (4) (5)
(6)
Unitranche First Lien Revolver
08/2025
(41
)
(9
)
Integrity Marketing Acquisition,
LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (8)
6.50
%
08/2025
12,911
12,638
2.4
12,831
Integro Parent, Inc. (3) (18)
Senior Secured First Lien Term Loan
L + 575
(100 Floor
) (7)
6.75
%
10/2022
475
471
0.1
471
Integro Parent, Inc. (3) (18)
Senior Secured Second Lien Delayed Draw Term Loan
L + 925
(100 Floor
) (7)
10.25
%
10/2023
380
377
0.1
380
Integro Parent, Inc. (3) (18)
Senior Secured Second Lien Term Loan
L + 925
(100 Floor
) (7)
10.25
%
10/2023
2,916
2,887
0.5
2,916
The Hilb Group, LLC (3) (6) (10)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor
) (8)
6.75
%
12/2026
258
244
252
The Hilb Group, LLC (3) (5) (6)
Unitranche First Lien Revolver
L + 575
(100 Floor
) (8)
6.75
%
12/2025
231
224
230
The Hilb Group, LLC (3)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (8)
6.75
%
12/2026
3,612
3,530
0.7
3,594
33,568
32,920
6.1
32,936
Materials
Kestrel Parent, LLC (3) (4) (6) (21)
Unitranche First Lien Revolver
11/2023
(14
)
(11
)
Kestrel Parent, LLC (3)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (8)
6.75
%
11/2025
6,689
6,559
1.2
6,605
Maroon Group, LLC (3) (10)
Unitranche First Lien Delayed Draw Term Loan
L + 600
(100 Floor
) (8)
7.00
%
08/2022
1,247
1,241
0.2
1,235
Maroon Group, LLC (3) (5) (6)
Unitranche First Lien Revolver
L + 600
(100 Floor
) (7)
7.00
%
08/2022
349
347
0.1
346
Maroon Group, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (8)
7.00
%
08/2022
2,691
2,678
0.5
2,666
10,976
10,811
2.0
10,841
Pharmaceuticals, Biotechnology & Life Sciences
Pharmalogic Holdings Corp. (3)
Senior Secured Second Lien Delayed Draw Term Loan
L + 800
(7)
8.15
%
12/2023
4,760
4,731
0.9
4,618
Pharmalogic Holdings Corp. (3)
Senior Secured Second Lien Term Loan
L + 800
(7)
8.15
%
12/2023
5,880
5,843
1.1
5,704
Pharmalogic Holdings Corp. (3)
Senior Secured Second Lien Term Loan
L + 800
(7)
8.15
%
12/2023
5,460
5,425
1.0
5,297
See accompanying notes
13
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Teal Acquisition Co., Inc (3) (4) (5)
(6)
Unitranche First Lien Delayed Draw Term Loan
09/2026
$
$
(25
)
%
$
(49
)
Teal Acquisition Co., Inc (3) (5)
(6)
Unitranche First Lien Revolver
L + 625
(100 Floor
) (8)
7.25
%
09/2026
304
265
265
Teal Acquisition Co., Inc (3) (8)
Unitranche First Lien Term Loan
L + 625
(100 Floor
)
7.25
%
09/2026
9,124
8,851
1.6
8,850
Trinity Partners, LLC (3) (4) (5)
(6)
Senior Secured First Lien Revolver
02/2023
(4
)
(2
)
Trinity Partners, LLC (3)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (7)
6.00
%
02/2023
3,714
3,685
0.7
3,695
29,242
28,771
5.3
28,378
Retailing
Palmetto Moon LLC, (3)
Senior Secured First Lien Term Loan
1150 + 250 PIK
(14)
14.00
%
10/2021
4,198
3,427
0.6
3,553
Slickdeals Holdings, LLC (3) (4) (6) (13)
(21)
Unitranche First Lien Revolver
06/2023
(11
)
(5
)
Slickdeals Holdings, LLC (3) (13)
Unitranche First Lien Term Loan
L + 625
(100 Floor
) (15)
7.25
%
06/2024
14,565
14,240
2.7
14,470
18,763
17,656
3.3
18,018
Software & Services
Affinitiv, Inc. (3) (4) (5) (6)
Unitranche First Lien Revolver
08/2024
(8
)
(10
)
Affinitiv, Inc. (3)
Unitranche First Lien Term Loan
L + 700
(100 Floor
) (8)
8.00
%
08/2024
6,451
6,360
1.2
6,338
Ansira Partners, Inc. (3) (12)
Unitranche First Lien Delayed Draw Term Loan
12/2024
952
931
0.1
689
Ansira Partners, Inc. (3) (12)
Unitranche First Lien Term Loan
12/2024
6,985
6,687
0.9
5,055
Avaap USA LLC (3)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor
) (7)
6.25
%
03/2023
345
341
0.1
338
Avaap USA LLC (3) (5)
Senior Secured First Lien Revolver
L + 525
(100 Floor
) (7)
6.25
%
03/2023
650
642
0.1
638
Avaap USA LLC (3)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (7)
6.25
%
03/2023
3,779
3,732
0.7
3,708
Benesys, Inc. (3) (4) (5) (6)
Senior Secured First Lien Revolver
10/2024
(2
)
(7
)
Benesys, Inc. (3)
Senior Secured First Lien Term Loan
L + 425
(100 Floor
) (7)
5.25
%
10/2024
1,418
1,403
0.3
1,352
C-4 Analytics, LLC (3) (4) (5) (6)
Senior Secured First Lien Revolver
08/2023
(5
)
(4
)
C-4 Analytics, LLC (3)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (7)
5.75
%
08/2023
9,943
9,850
1.8
9,880
CAT Buyer, LLC (3) (4) (5) (6)
Unitranche First Lien Revolver
04/2024
(9
)
(16
)
CAT Buyer, LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (7)
6.50
%
04/2024
6,255
6,164
1.1
6,074
Claritas, LLC (3) (5) (6)
Senior Secured First Lien Revolver
L + 600
(100 Floor
) (8)
7.00
%
12/2023
113
110
113
Claritas, LLC (3)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (8)
7.00
%
12/2023
1,100
1,092
0.2
1,100
List Partners, Inc. (3) (4) (5) (6)
Senior Secured First Lien Revolver
01/2023
(4
)
(8
)
List Partners, Inc. (3)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (7)
6.00
%
01/2023
4,507
4,462
0.8
4,426
MRI Software LLC (3) (4) (6) (10)
Unitranche First Lien Delayed Draw Term Loan
02/2026
(26
)
(32
)
MRI Software LLC (3) (4) (5) (6)
Unitranche First Lien Delayed Draw Term Loan
02/2026
(6
)
(17
)
MRI Software LLC (3) (4) (5) (6)
Unitranche First Lien Revolver
02/2026
(17
)
(31
)
MRI Software LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (8)
6.50
%
02/2026
17,922
17,677
3.3
17,489
See accompanying notes
14
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Ontario Systems, LLC (3) (4) (6)
(10)
Unitranche First Lien Delayed Draw Term Loan
08/2025
$
$
(5
)
%
$
(38
)
Ontario Systems, LLC (3) (5) (6)
Unitranche First Lien Revolver
L + 550
(100 Floor
) (8)
6.50
%
08/2025
100
96
83
Ontario Systems, LLC (3)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (7)
6.50
%
08/2025
3,217
3,190
0.6
3,107
Perforce Software, Inc. (3)
Senior Secured Second Lien Term Loan
L + 800
(7)
8.15
%
07/2027
5,000
4,977
0.9
5,013
Prism Bidco, Inc. (3) (4) (5) (6)
Unitranche First Lien Revolver
06/2026
(24
)
Prism Bidco, Inc. (3)
Unitranche First Lien Term Loan
L + 700
(100 Floor
) (8)
8.00
%
06/2026
7,481
7,265
1.4
7,481
Right Networks, LLC (3) (4) (5) (6)
Unitranche First Lien Revolver
11/2024
(4
)
Right Networks, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (7)
7.00
%
11/2024
9,670
9,486
1.8
9,670
Ruffalo Noel Levitz, LLC (3) (5) (6)
Unitranche First Lien Revolver
L + 600
(100 Floor
) (8)
7.00
%
05/2022
240
238
0.1
236
Ruffalo Noel Levitz, LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (8)
7.00
%
05/2022
2,512
2,492
0.5
2,474
Saturn Borrower Inc (3) (4) (5) (6)
Unitranche First Lien Revolver
09/2026
(45
)
(45
)
Saturn Borrower Inc (3)
Unitranche First Lien Term Loan
L + 650
(100 Floor
) (8)
7.50
%
09/2026
20,576
19,959
3.7
19,958
SMS Systems Maintenance Services, Inc. (3)
(12)
Senior Secured Second Lien Term Loan
10/2024
8,442
5,619
0.1
438
SMS Systems Maintenance Services, Inc. (3)
(12)
Senior Secured Second Lien Term Loan
10/2024
6,450
4,287
0.1
335
SMS Systems Maintenance Services, Inc. (3)
(12)
Senior Secured Second Lien Term Loan
10/2024
2,859
2,634
0.5
2,859
Transportation Insight, LLC (3) (10)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(8)
4.65
%
12/2024
1,283
1,275
0.2
1,228
Transportation Insight, LLC (3) (5)
(6)
Senior Secured First Lien Revolver
L + 450
(7)
4.65
%
12/2024
637
632
0.1
605
Transportation Insight, LLC (3)
Senior Secured First Lien Term Loan
L + 450
(7)
4.65
%
12/2024
5,155
5,118
0.9
4,935
Trident Technologies, LLC (3)
Senior Secured First Lien Term Loan
L + 600
(150 Floor
) (8)
7.50
%
12/2025
14,887
14,687
2.8
14,864
Winxnet Holdings LLC (3)
Unitranche First Lien Delayed Draw Term Loan
L + 600
(100 Floor
) (7)
7.00
%
06/2023
642
633
0.1
629
Winxnet Holdings LLC (3) (5) (6)
Unitranche First Lien Revolver
L + 600
(100 Floor
) (7)
7.00
%
06/2023
240
236
231
Winxnet Holdings LLC (3)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (7)
7.00
%
06/2023
1,955
1,932
0.4
1,913
151,766
144,052
24.8
133,051
Technology Hardware & Equipment
Onvoy, LLC (3)
Senior Secured Second Lien Term Loan
L + 1050
(100 Floor
) (7)
11.50
%
02/2025
2,635
2,552
0.5
2,556
Transportation
Pilot Air Freight, LLC (3)
Senior Secured First Lien Delayed Draw Term Loan
L + 475
(100 Floor
) (8)
5.75
%
07/2024
1,199
1,199
0.2
1,180
Pilot Air Freight, LLC (3) (6) (23)
Senior Secured First Lien Delayed Draw Term Loan
L + 475
(100 Floor
) (8)
5.75
%
07/2024
773
770
0.1
753
Pilot Air Freight, LLC (3) (4) (6)
(10)
Senior Secured First Lien Revolver
07/2024
(2
)
See accompanying notes
15
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Pilot Air Freight, LLC (3)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (8)
5.75
%
07/2024
$
5,376
$
5,355
1.0
%
$
5,288
7,348
7,324
1.3
7,219
Total Debt Investments
United States
$
853,152
$
827,942
148.6%
$
798,305
Equity Investments
Capital Goods
Alion Science and Technology Corporation (3)
(24)
Common Stock
745
766
0.2
1,321
Envocore Holding, LLC (3) (24)
Preferred Stock
1,140
1,885
766
0.2
1,321
Commercial & Professional Services
Allied Universal holdings, LLC (3)
(24)
Common Stock, Class A
2,240
1,011
0.5
2,459
Battery Solutions, Inc. (3) (13)
(24)
Preferred Stock, Class A
50
Battery Solutions, Inc. (3) (13)
(24)
Preferred Stock, Class F
3,333
Battery Solutions, Inc. (3) (13)
(24)
Preferred Stock, Class E
5,169
3,669
0.4
2,322
IGT Holding LLC (3) (24)
Preferred Stock
751
IGT Holding LLC (3) (24)
Common Stock
1,000
MHS Acquisition Holdings, LLC (3)
(24)
Common Stock
10
MHS Acquisition Holdings, LLC (3)
(24)
Preferred Stock
1
923
0.1
707
My Alarm Center, LLC (3) (24)
Common Stock
130
My Alarm Center, LLC (3) (24)
Junior Preferred Stock
2
My Alarm Center, LLC (3) (24)
Senior Preferred Stock
3
PB Parent, LP (3) (24)
Common Stock
1,125
1,125
0.2
1,038
RSI Acquisition, LLC (3) (24)
Preferred Stock, Class A
137
137
189
TecoStar Holdings, Inc. (3) (24)
Common Stock
500
500
0.2
979
14,441
7,375
1.4
7,694
Consumer Services
Green Wrench Acquisition, LLC (3)
(24)
Common Stock
4
410
0.1
511
HGH Investment, LP (3) (24)
Common Stock, Class A
4
417
0.1
476
Legalshield (3) (24)
Common Stock
1
372
0.1
528
Southern Technical Institute, Inc. (3) (13)
(24)
Common Stock, Class A
3,164
137
Southern Technical Institute, Inc. (3) (13)
(24)
Common Stock, Class A1
6,000
0.7
3,616
Wrench Group Holdings, LLC (3) (24)
Common Stock, Class A
1
115
143
9,174
1,314
1.0
5,411
Diversified Financials
CBDC Senior Loan Fund LLC (6) (18) (25)
(26)
Partnership Interest
39,000
39,000
6.3
33,929
GACP II LP (18) (26) (27)
Partnership Interest
19,710
19,710
3.7
19,611
58,710
58,710
10.0
53,540
Health Care Equipment & Services
ExamWorks Group, Inc. (3) (24)
Common Stock
8
750
0.3
1,608
MDVIP, Inc. (3) (24)
Common Stock
47
667
0.2
1,169
NMN Holdings LP (3) (24)
Common Stock
11
1,111
0.3
1,559
PT Network, LLC (3) (24)
Common Stock, Class C
SL Topco Holdings, Inc. (3) (24)
Common Stock
68
682
0.1
682
See accompanying notes
16
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Spartan Healthcare Holdings, LLC (3)
(24)
Common Stock
12
$
1,191
0.2
%
$
1,147
146
4,401
1.1
6,165
Insurance
Integrity Marketing Acquisition, LLC (3)
(24)
Common Stock
620
648
0.2
941
Integrity Marketing Acquisition, LLC (3)
(24)
Preferred Stock
1
1,216
0.3
1,440
Integro Parent, Inc. (3) (18) (24)
Common Stock
4
454
0.1
863
625
2,318
0.6
3,244
Materials
Kestrel Upperco, LLC (3) (24)
Common Stock, Class A
42
209
228
Media & Entertainment
Conisus, LLC (3) (13) (24)
Common Stock
4,915
0.5
2,711
Conisus, LLC (3) (13) (28)
Preferred Stock, Series B
1500 PIK
15.00
%
18,065
9,681
3.4
18,065
22,980
9,681
3.9
20,776
Pharmaceuticals, Biotechnology & Life Sciences
Teal Parent Holdings, LP (3) (24)
Common Stock
5
456
0.1
456
Retailing
Palmetto Moon, LLC (3) (24)
Common Stock
Slickdeals Holdings, LLC (3) (13)
(24)
Common Stock
991
0.3
1,482
Vivid Seats Ltd. (3) (13) (24)
Common Stock
608
608
0.2
785
Vivid Seats Ltd. (3) (13) (24)
Preferred Stock
1,892
1,892
0.5
2,824
2,500
3,491
1.0
5,091
Software & Services
Saturn Topco LP (3) (24)
Common Stock
411
411
0.1
411
SMS Systems Maintenance Services, Inc. (3)
(24)
Common Stock
1,143
1,145
1,554
1,556
0.1
411
Technology Hardware & Equipment
Onvoy, LLC (3) (24)
Common Stock, Class A
4
365
0.1
409
Onvoy, LLC (3) (24)
Common Stock, Class B
2
6
365
0.1
409
Transportation
Xpress Global Systems, LLC (3) (24)
Common Stock
13
Total Equity Investments
United States
112,081
$
90,642
19.5
%
$
104,746
Total United States
$
918,584
168.1
%
$
903,051
Canada
Debt Investments
Health Care Equipment & Services
VetStrategy (3) (18)
Unitranche First Lien Term Loan
C + 700
(100 Floor
) (29)
8.00
%
07/2027
C$
9,293
6,733
1.3
6,957
VetStrategy (3) (4) (5) (6) (18)
Unitranche First Lien Delayed Draw Term Loan
07/2027
438
(19
)
2
VetStrategy (3) (5) (6) (18)
Unitranche First Lien Delayed Draw Term Loan
C + 700
(100 Floor
) (29)
8.00
%
07/2027
1,093
626
0.1
658
10,824
7,340
1.4
7,617
Telecommunication Services
Sandvine Corporation (3) (18)
Senior Secured Second Lien Term Loan
L + 800
(7)
8.15
%
11/2026
4,500
4,354
0.8
4,014
See accompanying notes
17
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Total Debt Investments
Canada
C$
15,324
$
11,694
2.2
%
$
11,631
Equity Investments
Health Care Equipment & Services
VetStrategy (3) (18) (24)
Common Stock
750
$
560
0.1
%
$
561
750
560
0.1
561
Total Equity Investments
Canada
750
$
560
0.1
%
$
561
Total Canada
$
12,254
2.3
%
$
12,192
United Kingdom
Debt Investments
Commercial & Professional Services
Crusoe Bidco Limited (3) (18)
Unitranche First Lien Term Loan
L + 625
(30)
6.31
%
12/2025
£
6,067
7,424
1.4
7,778
Crusoe Bidco Limited (3) (6) (18)
(31)
Unitranche First Lien Delayed Draw Term Loan
12/2025
16
Crusoe Bidco Limited (3) (6) (18)
(31)
Unitranche First Lien Delayed Draw Term Loan
12/2025
1
6,067
7,424
1.4
7,795
Consumer Services
Auction Technology Group (3) (18)
Unitranche First Lien Term Loan
L + 650
(32)
6.62
%
02/2027
3,339
4,237
0.8
4,300
Auction Technology Group (3) (18)
Unitranche First Lien Term Loan
L + 650
(32)
6.84
%
02/2027
10,687
10,388
2.0
10,687
14,026
14,625
2.8
14,987
Total Debt Investments
United Kingdom
£
20,093
$
22,049
4.2
%
$
22,782
Total United Kingdom
$
22,049
4.2
%
$
22,782
Netherlands
Debt Investments
Pharmaceuticals, Biotechnology & Life Sciences
PharComp Parent B.V. (3) (18) (19)
Unitranche First Lien - Last Out Term Loan
E + 625
(33) (34)
6.25
%
02/2026
6,910
7,646
1.5
8,103
PharComp Parent B.V. (3) (6) (18)
(31)
Unitranche First Lien Term Loan
E + 625
(33) (34)
6.25
%
02/2026
187
148
0.1
285
7,097
7,794
1.6
8,388
Total Debt Investments
Netherlands
7,097
$
7,794
1.6
%
$
8,388
Total Netherlands
$
7,794
1.6
%
$
8,388
Belgium
Debt Investments
Commercial & Professional Services
MIR Bidco SA (3) (18)
Unitranche First Lien Term Loan
E + 625
(34) (35)
6.25
%
04/2026
9,507
10,480
2.0
10,591
Miraclon Corporation (3) (18)
Unitranche First Lien Term Loan
L + 625
(15)
7.47
%
04/2026
4,162
4,057
0.7
3,933
13,669
14,537
2.7
14,524
Total Debt Investments
Belgium
13,669
$
14,537
2.7
%
$
14,524
Equity Investments
Commercial & Professional Services
MIR Bidco SA (3) (18) (24)
Common Stock
1
1
See accompanying notes
18
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
MIR Bidco SA (3) (18) (24)
Preferred Stock
81
$
91
%
$
114
82
92
114
Total Equity Investments Belgium
82
$
92
%
$
114
Total Belgium
$
14,629
2.7
%
$
14,638
Total Investments
$
975,310
178.9
%
$
961,051
*
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank
Offered Rate (LIBOR or L), Prime (P), CDOR (C) or EURIBOR (E) and which reset monthly, bi-monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over
LIBOR or Prime and the current interest rate in effect at September 30, 2020. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.
**
Percentage is based on net assets of $537,090 as of September 30, 2020.
(1)
All positions held are non-controlled/non-affiliated investments, unless otherwise noted, as defined by the
Investment Company Act of 1940, as amended (1940 Act). Non-controlled/non-affiliated investments are investments that are neither controlled nor affiliated.
(2)
All debt investments are income-producing, unless otherwise noted. Equity and member interests are
non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. Its investments are therefore generally
subject to certain limitations on resale, and may be deemed to be restricted securities under the Securities Act.
(3)
The fair value of the investment was determined using significant unobservable inputs. See Note 2 Summary
of Significant Accounting Policies.
(4)
The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater
than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan.
(5)
Investment pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(6)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded
portion. See Note 7 Commitments and Contingencies.
(7)
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate.
The 1 month LIBOR as of September 30, 2020 was 0.15%. For some of these loans, the interest rate is based on the last reset date.
(8)
The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate.
The 3 month LIBOR as of September 30, 2020 was 0.23%. For some of these loans, the interest rate is based on the last reset date.
(9)
The interest rate on these loans is subject to the U.S. Prime rate, which as of September 30, 2020 was 3.25%.
(10)
Investment pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(11)
Investment pays 4.50% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(12)
The investment is on non-accrual status as of September 30, 2020.
(13)
As defined in the 1940 Act, the portfolio company is deemed to be a non-controlled affiliated person
of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio companys outstanding voting securities. See Note 3 Agreements and Related Party Transactions.
(14)
Fixed rate investment.
(15)
The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate.
The 6 month LIBOR as of September 30, 2020 was 0.26%. For some of these loans, the interest rate is based on the last reset date.
(16)
Investment pays 2.88% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(17)
Investment pays 0.75% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(18)
Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940.
Qualifying assets must represent at least 70% of total assets at the time of acquisition. The Companys percentage of non-qualifying assets based on fair value was 13.81% as of September 30, 2020.
(19)
These loans are unitranche first lien/last-out term loans. In addition to the interest earned based on the
effective interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders whereby the loan 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. The Company holds the
last-out tranche.
(20)
The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate.
The 12 month LIBOR as of September 30, 2020 was 0.36%. For some of these loans, the interest rate is based on the last reset date.
(21)
Investment pays 0.38% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(22)
Investment pays 3.88% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
See accompanying notes
19
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
September 30, 2020
(in
thousands, except share and per share data)
(23)
Investment pays 1.25% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(24)
Non-income producing security.
(25)
As defined in the 1940 Act, the portfolio company is deemed to be a controlled affiliated person of
the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio companys outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3
Agreements and Related Party Transactions.
(26)
This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB
guidance under ASC 820, these investments are excluded from the hierarchical levels.
(27)
Investment is not redeemable.
(28)
Income producing equity security.
(29)
The interest rate on these loans is subject to the greater of a CDOR floor or 3 month CDOR plus a base rate. The
3 month CDOR as of September 30, 2020 was 0.50%. For some of these loans, the interest rate is based on the last reset date.
(30)
The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 3 month GBP LIBOR plus a base
rate. The 3 month GBP LIBOR as of September 30, 2020 was 0.06%. For some of these loans, the interest rate is based on the last reset date.
(31)
Investment pays 2.19% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(32)
The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 6 month GBP LIBOR plus a base
rate. The 6 month GBP LIBOR as of September 30, 2020 was 0.09%. For some of these loans, the interest rate is based on the last reset date.
(33)
The interest rate on these loans is subject to the greater of a EURIBOR floor or 3 month EURIBOR plus a base
rate. The 3 month EURIBOR as of September 30, 2020 was (0.50)%. For some of these loans, the interest rate is based on the last reset date.
(34)
For EURIBOR rate investments where negative rates can be prevalent, a 0% floor is presumed.
(35)
The interest rate on these loans is subject to the greater of a EURIBOR floor or 6 month EURIBOR plus a base
rate. The 6 month EURIBOR as of September 30, 2020 was (0.48)%. For some of these loans, the interest rate is based on the last reset date.
Foreign Currency Exchange
Contracts
Counterparty
Currency
Purchased
Currency Sold
Settlement
Unrealized
Appreciation
(Depreciation)
Wells Fargo Bank, N.A.
USD 7,089
CAD 9,712
07/31/2025
$
(503
)
Wells Fargo Bank, N.A.
USD 864
CAD 635
07/31/2025
368
Wells Fargo Bank, N.A.
USD 11,682
EUR 9,222
04/10/2024
532
Wells Fargo Bank, N.A.
USD 8,603
EUR 6,703
02/20/2024
510
Wells Fargo Bank, N.A.
USD 209
EUR 187
02/20/2024
(17
)
Wells Fargo Bank, N.A.
USD 7,975
GBP 5,885
12/01/2023
330
Wells Fargo Bank, N.A.
USD 4,317
GBP 3,239
02/13/2025
95
Total
$
1,315
CAD
Canadian Dollar
EUR
Euro
GBP
Great British Pound
PIK
Payment In-Kind
USD
United States Dollar
See accompanying notes
20
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
United States
Debt Investments
Automobiles & Components
Auto-Vehicle Parts, LLC (1)
Senior Secured First Lien Term Loan
L + 450
(100 Floor
) (2)
6.30
%
01/2023
$
4,720
$
4,674
1.2
%
$
4,702
Auto-Vehicle Parts, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
01/2023
(5
)
(2
)
Continental Battery Company (1) (3)
(20)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor
) (2)
7.05
%
01/2020
1,689
1,683
0.4
1,689
Continental Battery Company (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.05
%
12/2022
3,973
3,928
1.0
3,973
Continental Battery Company (1) (3)
(20)
Senior Secured First Lien Revolver
L + 525
(100 Floor
) (2)
7.05
%
12/2022
680
671
0.2
680
Continental Battery Company (1)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor
) (2)
7.05
%
12/2022
6,645
6,559
1.6
6,645
Empire Auto Parts, LLC (1)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (5)
7.39
%
09/2024
2,469
2,429
0.6
2,493
Empire Auto Parts, LLC (1) (3) (4)
(20)
Unitranche First Lien Revolver
09/2024
(6
)
4
Empire Auto Parts, LLC (1)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (5)
7.39
%
09/2024
2,394
2,349
0.6
2,418
POC Investors, LLC (1)
Senior Secured First Lien Term Loan
L + 550
(100 Floor
) (5)
7.44
%
11/2021
9,448
9,371
2.3
9,448
POC Investors, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
11/2021
(7
)
32,018
31,646
7.9
32,050
Capital Goods
Alion Science and Technology Corporation
Senior Secured First Lien Term Loan
L + 450
(100 Floor
) (2)
6.30
%
08/2021
2,968
2,968
0.7
2,977
Alion Science and Technology
Corporation (1)
(6)
Unsecured Debt
11.00
%
08/2022
6,543
6,440
1.6
6,543
Midwest Industrial Rubber (1)
Senior Secured First Lien Term Loan
L + 550
(100 Floor
) (2)
7.05
%
12/2021
7,180
7,123
1.8
7,180
Midwest Industrial Rubber (1) (3) (4)
(20)
Senior Secured First Lien Revolver
12/2021
(4
)
Potter Electric Signal Company (1) (3)
(21)
Senior Secured First Lien Delayed Draw Term Loan
L + 425
(100 Floor
) (5)
6.13
%
12/2021
476
453
0.1
468
Potter Electric Signal Company (1) (3)
(20)
Senior Secured First Lien Revolver
P + 325
(7)
8.00
%
12/2024
31
26
28
Potter Electric Signal
Company (1)
Senior Secured First Lien Term Loan
L + 425
(100 Floor
) (8)
6.54
%
12/2025
2,506
2,483
0.6
2,493
19,704
19,489
4.8
19,689
Commercial & Professional Services
ASP MCS Acquisition Corp.
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (5)
6.64
%
05/2024
5,241
5,223
0.6
2,495
BFC Solmetex LLC & Bonded Filter
Co.
LLC (1) (3) (2)
Unitranche First Lien Revolver
L + 650
(100 Floor
) (5)
8.45
%
09/2023
60
54
60
BFC Solmetex LLC & Bonded Filter
Co.
LLC (1) (20)
Unitranche First Lien Revolver
L + 650
(100 Floor
) (5)
8.45
%
09/2023
750
739
0.2
750
BFC Solmetex LLC & Bonded Filter
Co.
LLC (1)
Unitranche First Lien Term Loan
L + 650
(100 Floor
) (5)
8.45
%
09/2023
5,981
5,885
1.5
5,981
BFC Solmetex LLC & Bonded Filter
Co.
LLC (1)
Unitranche First Lien Term Loan
L + 650
(100 Floor
) (5)
8.45
%
09/2023
624
614
0.1
624
BFC Solmetex LLC & Bonded Filter
Co.
LLC (1) (3) (4)
Unitranche First Lien Term Loan
09/2023
(6
)
CHA Holdings, Inc. (1)
Senior Secured First Lien Term Loan
L + 450
(100 Floor
) (5)
6.44
%
04/2025
4,855
4,835
1.2
4,849
CHA Holdings, Inc. (1)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(100 Floor
) (5)
6.44
%
04/2025
1,023
1,020
0.2
1,022
See accompanying notes
21
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
DFS Intermediate Holdings,
LLC (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.02
%
03/2022
$
8,793
$
8,707
2.2
%
$
8,793
DFS Intermediate Holdings, LLC (1) (3)
(20)
Senior Secured First Lien Revolver
L + 525
(100 Floor
) (2)
7.02
%
03/2022
1,644
1,620
0.4
1,644
DFS Intermediate Holdings, LLC (1) (3)
(20)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor
) (2)
6.95
%
03/2022
3,473
3,431
0.8
3,473
GH Holding Company (1)
Senior Secured First Lien Term Loan
L + 450
(2)
6.30
%
02/2023
1,474
1,469
0.3
1,463
GI Revelation Acquisition LLC
Senior Secured First Lien Term Loan
L + 500
(2)
6.80
%
04/2025
7,396
7,366
1.7
6,999
Hepaco, LLC (1) (3) (20)
Senior Secured First Lien Revolver
L + 475
(100 Floor
) (2)
6.54
%
08/2023
660
658
0.2
660
Hepaco, LLC (1)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (2)
6.55
%
08/2024
5,151
5,112
1.3
5,151
Hepaco, LLC (1) (3) (21)
Senior Secured First Lien Delayed Draw Term Loan
L + 475
(100 Floor
) (2)
6.55
%
08/2024
3,978
3,945
1.0
3,978
Jordan Healthcare, Inc. (1)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
07/2022
4,021
3,998
1.0
4,036
Jordan Healthcare, Inc. (1)
Senior Secured First Lien Delayed Draw Term Loan
L + 600
(100 Floor
) (5)
7.94
%
07/2022
698
694
0.2
701
Jordan Healthcare, Inc. (1) (3)
(20)
Senior Secured First Lien Revolver
L + 600
(100 Floor
) (5)
7.94
%
07/2022
294
292
0.1
296
MHS Acquisition Holdings, LLC (1)
Senior Secured Second Lien Term Loan
L + 875
(100 Floor
) (5)
10.69
%
03/2025
8,102
7,929
1.9
7,818
MHS Acquisition Holdings, LLC (1)
Senior Secured Second Lien Delayed Draw Term Loan
L + 875
(100 Floor
) (5)
10.69
%
03/2025
467
460
0.1
450
MHS Acquisition Holdings, LLC (1)
Unsecured Debt
1350 PIK
13.50
%
03/2026
714
706
0.2
653
MHS Acquisition Holdings, LLC (1)
Unsecured Debt
1350 PIK
13.50
%
03/2026
238
236
0.1
218
Pye-Barker Fire & Safety,
LLC (1)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (5)
7.67
%
11/2025
10,125
9,850
2.5
10,125
Pye-Barker Fire & Safety, LLC (1) (3)
(4)
Unitranche First Lien Delayed Draw Term Loan
11/2025
(51
)
Receivable Solutions, Inc. (1)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (5)
6.94
%
10/2024
2,194
2,158
0.5
2,194
Receivable Solutions, Inc. (1) (3)
(20)
Senior Secured First Lien Revolver
L + 500
(100 Floor
) (2)
6.80
%
10/2024
30
25
30
SavATree, LLC (1)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (5)
6.94
%
06/2022
3,956
3,916
1.0
3,956
SavATree, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
06/2022
(5
)
SavATree, LLC (1) (3) (21)
Senior Secured First Lien Delayed Draw Term Loan
L + 500
(100 Floor
) (5)
6.89
%
06/2022
154
147
154
TecoStar Holdings, Inc. (1)
Senior Secured Second Lien Term Loan
L + 850
(100 Floor
) (5)
10.24
%
11/2024
5,000
4,909
1.2
5,000
UP Acquisition Corp (1)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (2)
7.55
%
05/2024
4,378
4,299
1.1
4,378
UP Acquisition Corp (1) (3) (20)
Unitranche First Lien Revolver
L + 575
(100 Floor
) (5)
7.55
%
05/2024
73
51
73
UP Acquisition Corp (1) (3) (20)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor
) (2)
7.55
%
05/2024
276
271
0.1
276
Valet Waste Holdings, Inc.
Senior Secured First Lien Term Loan
L + 375
(2)
5.54
%
09/2025
14,812
14,781
3.6
14,683
See accompanying notes
22
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Xcentric Mold and Engineering Acquisition Company, LLC (1)
Senior Secured First Lien Term Loan
L + 700
(100 Floor)
(including
100 PIK)
(2)
8.69
%
01/2022
$
4,933
$
4,889
1.1
%
$
4,587
Xcentric Mold and Engineering Acquisition Company, LLC (1)
Senior Secured First Lien Revolver
L + 700
(100 Floor)
(including
100 PIK)
(2)
8.69
%
01/2022
703
697
0.2
654
112,271
110,924
26.6
108,224
Consumer Durables & Apparel
EiKo Global, LLC (1)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
06/2023
3,256
3,207
0.8
3,256
EiKo Global, LLC (1) (3) (4) (20)
Senior Secured First Lien Revolver
06/2023
(11
)
3,256
3,196
0.8
3,256
Consumer Services
Colibri Group LLC (1)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (5)
7.70
%
05/2025
8,209
8,021
2.0
8,200
Colibri Group LLC (1) (21)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor
) (5)
7.68
%
05/2025
1,350
1,320
0.3
1,348
Colibri Group LLC (1) (3) (20)
Unitranche First Lien Revolver
L + 575
(100 Floor
) (2)
7.55
%
05/2025
267
244
0.1
266
COP Home Services Holdings, Inc. (1) (3) (4)
(20)
Senior Secured First Lien Term Loan
05/2025
(8
)
(2
)
COP Home Services Holdings, Inc. (1)
(21)
Senior Secured First Lien Term Loan
L + 450
(100 Floor
) (5)
6.40
%
05/2025
3,474
3,411
0.8
3,457
COP Home Services Holdings, Inc. (1) (3)
(4)
Senior Secured First Lien Delayed Draw Term Loan
05/2025
(9
)
(4
)
HGH Purchaser, Inc. (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (2)
7.69
%
11/2025
8,108
7,910
2.0
8,108
HGH Purchaser, Inc. (1) (3) (4) (21)
Unitranche First Lien Delayed Draw Term Loan
11/2025
(41
)
HGH Purchaser, Inc. (1) (3) (20)
Unitranche First Lien Revolver
P + 500
(7)
9.75
%
11/2025
186
161
186
JLL XDD, Inc. (1)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (5)
6.69
%
12/2023
2,134
2,086
0.5
2,134
Learn-It Systems, LLC (1)
Senior Secured First Lien Term Loan
L + 450
(50 Floor
) (5)
6.40
%
03/2025
4,367
4,265
1.1
4,367
Learn-It Systems, LLC (1) (3) (20)
Senior Secured First Lien Revolver
P + 350
(7)
8.25
%
03/2025
492
478
0.1
492
Learn-It Systems, LLC (1) (3) (22)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(50 Floor
) (5)
6.50
%
03/2025
311
251
0.1
311
New Mountain Learning (1)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
03/2024
1,825
1,798
0.4
1,579
New Mountain Learning (1) (3) (20)
Senior Secured First Lien Revolver
L + 600
(100 Floor
) (5)
7.94
%
03/2024
475
467
0.1
394
New Mountain Learning (1)
Senior Secured First Lien Delayed Draw Term Loan
L + 600
(100 Floor
) (5)
7.94
%
03/2024
370
365
0.1
320
Pre-Paid Legal Services, Inc.
Senior Secured Second Lien Term Loan
L + 750
(2)
9.30
%
05/2026
9,333
9,249
2.3
9,318
Teaching Strategies LLC (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
05/2024
9,234
9,055
2.3
9,327
Teaching Strategies LLC (1) (3) (20)
Unitranche First Lien Revolver
L + 600
(100 Floor
) (5)
7.94
%
05/2024
183
171
189
United Language Group, Inc. (1)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (2)
7.88
%
12/2021
4,689
4,638
1.1
4,344
United Language Group, Inc. (1) (20)
Senior Secured First Lien Revolver
L + 600
(100 Floor
) (2)
7.88
%
12/2021
400
395
0.1
370
Vistage Worldwide, Inc.
Senior Secured First Lien Term Loan
L + 400
(100 Floor
) (2)
5.80
%
02/2025
6,473
6,483
1.6
6,441
See accompanying notes
23
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Wrench Group LLC (1)
Senior Secured First Lien Term Loan
L + 425
(5)
6.19
%
04/2026
$
3,089
$
3,060
0.8
%
$
3,097
Wrench Group LLC (1) (3) (23)
Senior Secured First Lien Delayed Draw Term Loan
04/2026
2
Wrench Group LLC (1)
Senior Secured Second Lien Term Loan
L + 788
(10)
9.82
%
04/2027
2,500
2,429
0.6
2,500
67,469
66,199
16.4
66,744
Diversified Financials
CC SAG Acquisition Corp. (1)
Unitranche First Lien Term Loan
L + 500
(100 Floor
) (5)
6.89
%
09/2025
7,182
7,021
1.8
7,132
CC SAG Acquisition Corp. (1) (3)
(21)
Unitranche First Lien Delayed Draw Term Loan
L + 500
(100 Floor
) (2)
6.76
%
09/2025
172
142
157
CC SAG Acquisition Corp. (1) (3) (4)
(20)
Unitranche First Lien Revolver
09/2025
(23
)
(7
)
7,354
7,140
1.8
7,282
Energy
BJ Services, LLC (1) (11)
Unitranche First Lien - Last Out Term Loan
L + 1033
(150 Floor
) (5)
12.43
%
01/2023
8,287
8,220
2.0
8,287
BJ Services, LLC (1)
Unitranche First Lien Term Loan
L + 700
(150 Floor
) (5)
9.10
%
01/2023
4,875
4,836
1.2
4,875
13,162
13,056
3.2
13,162
Food & Staples Retailing
BJH Holdings III Corp. (1)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (2)
7.55
%
08/2025
13,715
13,520
3.4
13,647
Isagenix International, LLC
Senior Secured First Lien Term Loan
L + 575
(100 Floor
) (5)
7.70
%
06/2025
6,471
6,442
1.1
4,652
PetIQ, LLC (1) (9)
Senior Secured First Lien Term Loan
L + 450
(100 Floor
) (2)
6.30
%
07/2025
15,000
14,868
3.7
15,000
35,186
34,830
8.2
33,299
Food, Beverage & Tobacco
Mann Lake Ltd. (1)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (5)
6.91
%
10/2024
3,865
3,800
1.0
3,826
Mann Lake Ltd. (1) (3) (20)
Senior Secured First Lien Revolver
L + 500
(100 Floor
) (5)
6.91
%
10/2024
444
430
0.1
435
4,309
4,230
1.1
4,261
Health Care Equipment & Services
Abode Healthcare, Inc. (1)
Senior Secured First Lien Term Loan
L + 425
(100 Floor
) (5)
6.16
%
08/2025
4,788
4,697
1.2
4,716
Abode Healthcare, Inc. (1) (3) (20)
Senior Secured First Lien Revolver
L + 425
(100 Floor
) (5)
6.16
%
08/2025
288
266
0.1
270
Ameda, Inc. (1)
Senior Secured First Lien Term Loan
L + 700
(100 Floor
) (2)
8.77
%
09/2022
2,279
2,254
0.6
2,244
Ameda, Inc. (1) (3) (20)
Senior Secured First Lien Revolver
L + 700
(100 Floor
) (2)
8.77
%
09/2022
188
184
183
Avalign Technologies, Inc. (1)
Senior Secured First Lien Term Loan
L + 450
(2)
6.30
%
12/2025
17,009
16,858
4.2
16,881
Centauri Health Solutions, Inc. (1)
Senior Secured First Lien Delayed Draw Term Loan
L + 475
(100 Floor
) (2)
6.55
%
01/2023
891
881
0.2
900
Centauri Health Solutions, Inc. (1)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (2)
6.55
%
01/2023
14,546
14,387
3.6
14,692
Centauri Health Solutions, Inc. (1) (3) (4)
(20)
Senior Secured First Lien Revolver
01/2023
(9
)
16
Centria Subsidiary Holdings, LLC (1) (3) (4)
(20)
Unitranche First Lien Revolver
12/2025
(59
)
Centria Subsidiary Holdings, LLC (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (5)
7.89
%
12/2025
11,842
11,490
2.9
11,842
Clarkson Eyecare, LLC (1)
Unitranche First Lien Term Loan
L + 625
(100 Floor
) (2)
8.05
%
04/2021
9,013
8,869
2.2
8,877
Clarkson Eyecare, LLC (1)
Unitranche First Lien Term Loan
L + 625
(100 Floor
) (2)
8.05
%
04/2021
5,950
5,853
1.4
5,861
See accompanying notes
24
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
CRA MSO, LLC (1)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (2)
6.55
%
12/2023
$
1,237
$
1,218
0.3
%
$
1,237
CRA MSO, LLC (1) (3) (4) (20)
Senior Secured First Lien Delayed Draw Term Loan
12/2023
(6
)
CRA MSO, LLC (1) (3) (4) (20)
Senior Secured First Lien Revolver
12/2023
(3
)
ExamWorks Group, Inc. (1)
Senior Secured Second Lien Term Loan
L + 725
(100 Floor
) (2)
9.05
%
07/2024
5,735
5,621
1.4
5,745
GrapeTree Medical Staffing, LLC (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.05
%
10/2022
1,662
1,644
0.4
1,662
GrapeTree Medical Staffing, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
10/2022
(4
)
GrapeTree Medical Staffing, LLC (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.05
%
10/2022
1,396
1,373
0.3
1,396
MDVIP, Inc.
Senior Secured First Lien Term Loan
L + 425
(100 Floor
) (2)
6.05
%
11/2024
9,659
9,659
2.4
9,611
NMN Holdings III Corp. (1)
Senior Secured Second Lien Term Loan Term Loan
L + 775
(2)
9.49
%
11/2026
7,222
7,027
1.8
7,182
NMN Holdings III Corp. (1) (3) (4)
(24)
Senior Secured Second Lien Delayed Draw Term Loan
11/2026
(21
)
(9
)
NMSC Holdings, Inc. (1)
Senior Secured Second Lien Term Loan
L + 1000
(2)
11.80
%
10/2023
4,307
4,202
1.1
4,286
Omni Ophthalmic Management Consultants, LLC (1)
(3) (4) (20)
Senior Secured First Lien Revolver
05/2023
(10
)
(3
)
Omni Ophthalmic Management Consultants, LLC (1)
(3) (4) (21)
Senior Secured First Lien Delayed Draw Term Loan
05/2023
(9
)
(4
)
Omni Ophthalmic Management Consultants,
LLC (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.05
%
05/2023
6,947
6,868
1.7
6,924
Professional Physical Therapy (1)
Senior Secured First Lien Term Loan
L + 675
(100 Floor)
(including
75 PIK)
(5)
8.44
%
12/2022
8,906
8,574
1.8
7,488
PT Network, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
11/2023
(1
)
(8
)
PT Network, LLC (1)
Senior Secured First Lien Term Loan
L + 750
(100 Floor)
(including
200 PIK)
(10)
9.44
%
11/2023
4,727
4,718
1.1
4,627
Safco Dental Supply, LLC (1)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (5)
7.25
%
06/2025
4,549
4,475
1.1
4,549
Safco Dental Supply, LLC (1) (3) (4)
(20)
Unitranche First Lien Revolver
06/2025
(10
)
Smile Brands, Inc. (1) (3) (20)
Senior Secured First Lien Revolver
P + 350
(7)
8.25
%
10/2023
40
38
38
Smile Brands, Inc. (1) (3) (21)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(5)
6.43
%
10/2024
378
372
0.1
374
Smile Brands, Inc. (1)
Senior Secured First Lien Term Loan
L + 450
(10)
6.70
%
10/2024
2,079
2,062
0.5
2,069
Smile Doctors LLC (1) (3) (20)
Senior Secured First Lien Revolver
L + 600
(100 Floor
) (5)
7.94
%
10/2022
139
138
139
Smile Doctors LLC (1)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
10/2022
3,173
3,146
0.8
3,173
Smile Doctors LLC (1) (3) (21)
Senior Secured First Lien Delayed Draw Term Loan
L + 600
(100 Floor
) (5)
7.94
%
10/2022
1,685
1,683
0.4
1,685
Unifeye Vision Partners (1)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (5)
6.89
%
09/2025
5,400
5,296
1.3
5,400
See accompanying notes
25
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Unifeye Vision Partners (1) (3) (20)
Senior Secured First Lien Revolver
L + 500
(100 Floor
) (5)
6.89
%
09/2025
$
227
$
194
0.1
%
$
227
Unifeye Vision Partners (1) (3) (4)
Senior Secured First Lien Delayed Draw Term Loan
09/2025
(29
)
Zest Acquisition Corp.
Senior Secured First Lien Term Loan
L + 350
(2)
5.25
%
03/2025
8,830
8,831
2.1
8,432
145,092
142,717
35.1
142,702
Household & Personal Products
Tranzonic (1)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (2)
6.55
%
03/2023
3,854
3,826
0.9
3,854
Tranzonic (1) (3) (4) (20)
Senior Secured First Lien Revolver
03/2023
(3
)
3,854
3,823
0.9
3,854
Insurance
Comet Acquisition, Inc. (1)
Senior Secured Second Lien Term Loan
L + 750
(5)
9.41
%
10/2026
4,632
4,622
1.1
4,411
Integrity Marketing Acquisition, LLC (1) (3)
(21)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor
) (5)
7.81
%
02/2020
3,543
3,433
0.8
3,517
Integrity Marketing Acquisition, LLC (1) (3) (4)
(21)
Unitranche First Lien Delayed Draw Term Loan
07/2021
(37
)
(15
)
Integrity Marketing Acquisition,
LLC (1)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (5)
7.67
%
08/2025
13,009
12,699
3.2
12,944
Integrity Marketing Acquisition, LLC (1) (3) (4)
(20)
Unitranche First Lien Revolver
08/2025
(48
)
(7
)
Integro Parent, Inc. (1) (9)
Senior Secured First Lien Term Loan
L + 575
(100 Floor
) (2)
7.55
%
10/2022
477
473
0.1
470
Integro Parent, Inc. (1) (9)
Senior Secured Second Lien Term Loan
L + 925
(100 Floor
) (2)
11.05
%
10/2023
2,916
2,882
0.7
2,916
Integro Parent, Inc. (1) (9)
Senior Secured Second Lien Delayed Draw Term Loan
L + 925
(100 Floor
) (2)
10.99
%
10/2023
380
377
0.1
380
The Hilb Group, LLC (1) (3) (4)
Unitranche First Lien Revolver
12/2025
(8
)
(2
)
The Hilb Group, LLC (1) (20)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (2)
7.69
%
12/2026
3,640
3,549
0.9
3,612
The Hilb Group, LLC (1) (3) (4) (21)
Unitranche First Lien Term Loan
12/2026
(13
)
(8
)
28,597
27,929
6.9
28,218
Materials
Kestrel Parent, LLC (1) (3) (4) (20)
Unitranche First Lien Revolver
11/2023
(17
)
13
Kestrel Parent, LLC (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (2)
7.78
%
11/2025
6,740
6,593
1.7
6,841
Maroon Group, LLC (1)
Unitranche First Lien Term Loan
L + 675
(100 Floor
) (5)
8.72
%
08/2022
2,712
2,693
0.7
2,712
Maroon Group, LLC (1) (3) (20)
Unitranche First Lien Revolver
L + 675
(100 Floor
) (2)
8.56
%
08/2022
98
96
98
Maroon Group, LLC (1) (21)
Unitranche First Lien Delayed Draw Term Loan
L + 675
(100 Floor
) (5)
8.72
%
08/2022
1,250
1,242
0.3
1,250
10,800
10,607
2.7
10,914
Pharmaceuticals, Biotechnology & Life Sciences
Trinity Partners, LLC (1)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (2)
6.80
%
02/2023
3,744
3,706
0.9
3,744
Trinity Partners, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
02/2023
(6
)
3,744
3,700
0.9
3,744
Retailing
Slickdeals Holdings, LLC (1) (3) (4) (19)
(25)
Unitranche First Lien Revolver
06/2023
(14
)
See accompanying notes
26
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Slickdeals Holdings, LLC (1) (19)
Unitranche First Lien Term Loan
L + 625
(100 Floor
) (2)
7.99
%
06/2024
$
14,726
$
14,342
3.6
%
$
14,726
Strategic Partners, Inc. (1)
Senior Secured First Lien Term Loan
L + 375
(100 Floor
) (2)
5.55
%
06/2023
6,322
6,313
1.6
6,338
21,048
20,641
5.2
21,064
Software & Services
Affinitiv, Inc. (1)
Unitranche First Lien Term Loan
L + 525
(100 Floor
) (5)
7.17
%
08/2024
6,500
6,393
1.6
6,500
Affinitiv, Inc. (1) (3) (4) (20)
Unitranche First Lien Revolver
08/2024
(14
)
Ansira Partners, Inc. (1)
Unitranche First Lien Term Loan
L + 575
(100 Floor
) (2)
7.55
%
12/2022
6,867
6,829
1.6
6,477
Ansira Partners, Inc. (1) (3) (21)
Unitranche First Lien Delayed Draw Term Loan
L + 575
(100 Floor
) (2)
7.49
%
12/2022
626
622
0.1
572
Avaap USA LLC (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.05
%
03/2023
3,808
3,748
1.0
3,846
Avaap USA LLC (1) (20)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor
) (2)
7.02
%
03/2023
347
342
0.1
351
Avaap USA LLC (1) (3) (4) (20)
Senior Secured First Lien Revolver
03/2023
(10
)
7
Benesys, Inc. (1)
Senior Secured First Lien Term Loan
L + 425
(100 Floor
) (2)
6.05
%
10/2024
1,432
1,414
0.4
1,411
Benesys, Inc. (1) (3) (20)
Senior Secured First Lien Revolver
L + 425
(100 Floor
) (2)
6.05
%
10/2024
48
46
46
C-4 Analytics, LLC (1)
Senior Secured First Lien Term Loan
L + 475
(100 Floor
) (2)
6.55
%
08/2023
10,313
10,195
2.5
10,313
C-4 Analytics, LLC (1) (3) (4) (20)
Senior Secured First Lien Revolver
08/2023
(6
)
CAT Buyer, LLC (1)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (2)
7.30
%
04/2024
6,302
6,194
1.5
6,272
CAT Buyer, LLC (1) (3) (20)
Unitranche First Lien Revolver
L + 550
(2)
7.30
%
04/2024
151
140
149
Claritas, LLC (1)
Senior Secured First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
12/2023
1,121
1,112
0.3
1,121
Claritas, LLC (1) (3) (2)
Senior Secured First Lien Revolver
L + 600
(100 Floor
) (2)
7.80
%
12/2023
120
118
120
List Partners, Inc. (1)
Senior Secured First Lien Term Loan
L + 500
(100 Floor
) (2)
6.77
%
01/2023
4,623
4,563
1.1
4,649
List Partners, Inc. (1) (3) (4) (20)
Senior Secured First Lien Revolver
01/2023
(5
)
3
Ontario Systems, LLC (1)
Unitranche First Lien Term Loan
L + 550
(100 Floor
) (2)
7.30
%
08/2025
3,242
3,211
0.8
3,242
Ontario Systems, LLC (1) (3) (4)
(20)
Unitranche First Lien Revolver
08/2025
(5
)
Ontario Systems, LLC (1) (3) (4)
(21)
Unitranche First Lien Delayed Draw Term Loan
08/2025
(5
)
Perforce Software, Inc.
Senior Secured First Lien Term Loan
L + 450
(2)
6.30
%
07/2026
12,469
12,410
3.1
12,492
Right Networks, LLC (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (2)
7.70
%
11/2024
9,743
9,530
2.4
9,743
Right Networks, LLC (1) (3) (4) (2)
Unitranche First Lien Revolver
11/2024
(5
)
Ruffalo Noel Levitz, LLC (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (5)
7.94
%
05/2022
2,531
2,503
0.6
2,518
Ruffalo Noel Levitz, LLC (1) (3) (4)
(20)
Unitranche First Lien Revolver
05/2022
(3
)
(2
)
SMS Systems Maintenance Services, Inc. (1)
(12)
Senior Secured Second Lien Term Loan
10/2024
6,156
5,619
0.6
2,471
SMS Systems Maintenance Services, Inc. (1)
(12)
Senior Secured Second Lien Term Loan
10/2024
4,704
4,287
0.5
1,888
SMS Systems Maintenance Services, Inc. (1)
(12)
Senior Secured Second Lien Term Loan
10/2024
2,859
2,670
0.5
2,193
See accompanying notes
27
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Transportation Insight, LLC (1) (3) (4)
(20)
Senior Secured First Lien Revolver
12/2024
$
$
(6
)
%
$
(4
)
Transportation Insight, LLC (1)
Senior Secured First Lien Term Loan
L + 450
(2)
6.30
%
12/2024
5,194
5,151
1.3
5,168
Transportation Insight, LLC (1) (3)
(21)
Senior Secured First Lien Delayed Draw Term Loan
L + 450
(5)
6.20
%
12/2024
713
702
0.2
706
Trident Technologies, LLC (1)
Senior Secured First Lien Term Loan
L + 600
(150 Floor
) (2)
7.62
%
12/2025
15,000
14,775
3.6
14,775
Winxnet Holdings LLC (1) (3)
Unitranche First Lien Delayed Draw Term Loan
L + 600
(100 Floor
) (2)
7.76
%
06/2023
647
632
0.2
634
Winxnet Holdings LLC (1)
Unitranche First Lien Term Loan
L + 600
(100 Floor
) (2)
7.76
%
06/2023
1,970
1,941
0.5
1,945
Winxnet Holdings LLC (1) (3) (20)
Unitranche First Lien Revolver
L + 600
(100 Floor
) (2)
7.76
%
06/2023
80
74
75
107,566
105,162
24.5
99,681
Technology Hardware & Equipment
Onvoy, LLC (1)
Senior Secured Second Lien Term Loan
L + 1050
(100 Floor
) (2)
12.30
%
02/2025
2,635
2,541
0.6
2,339
Transportation
Pilot Air Freight, LLC (1)
Senior Secured First Lien Term Loan
L + 525
(100 Floor
) (2)
7.05
%
07/2024
5,417
5,393
1.3
5,417
Pilot Air Freight, LLC (1)
Senior Secured First Lien Delayed Draw Term Loan
L + 525
(100 Floor
) (2)
7.05
%
07/2024
1,209
1,209
0.3
1,209
Pilot Air Freight, LLC (1) (3) (4)
(26)
Senior Secured First Lien Delayed Draw Term Loan
07/2024
(5
)
Pilot Air Freight, LLC (1) (3) (4)
(21)
Senior Secured First Lien Revolver
07/2024
(1
)
6,626
6,596
1.6
6,626
Total Debt Investments
United States
$
624,691
$
614,426
149.2
%
$
607,109
Equity Investments
Automobiles & Components
APC Auto Tech Holdings, LLC (1) (13)
(19)
Common Stock
2,427
1,090
162
APC Auto Technology Intermediate, LLC (1) (13)
(19)
Preferred Stock
757
757
0.2
767
3,184
1,847
0.2
929
Capital Goods
Alion Science and Technology Corporation (1)
(13)
Common Stock
745,504
766
0.3
1,207
Commercial & Professional Services
Allied Universal holdings, LLC (1)
(13)
Common Stock, Class A
2,240,375
1,011
0.5
2,199
MHS Acquisition Holdings, LLC (1)
(13)
Common Stock
912
913
0.2
586
MHS Acquisition Holdings, LLC (1)
(13)
Preferred Stock
20
20
PB Parent, LP (1) (13)
Common Stock
1,125,000
1,125
0.3
1,125
RSI Acquisition, LLC (1) (13)
Preferred Stock, Class A
137,000
137
137
TecoStar Holdings, Inc. (1) (13)
Common Stock
500,000
$
500
0.2
%
$
973
4,003,307
3,706
1.2
5,020
Consumer Services
Green Wrench Acquisition, LLC (1)
(13)
Common Stock
3,906
391
0.1
391
HGH Investment, LP (1) (13)
Common Stock, Class A
4,171
417
0.1
416
Legalshield (1) (13)
Common Stock
372
372
0.2
719
See accompanying notes
28
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
Wrench Group Holdings, LLC (1) (13)
Common Stock, Class A
1,094
$
109
%
$
109
9,543
1,289
0.4
1,635
Diversified Financials
CBDC Senior Loan Fund LLC (9) (14)
(15)
Partnership Interest
34,000,000
34,000
8.5
34,442
GACP II LP (9) (15)
Partnership Interest
18,067,282
18,067
4.5
18,564
52,067,282
52,067
13.0
53,006
Health Care Equipment & Services
ExamWorks Group, Inc. (1) (13)
Common Stock
7,500
750
0.3
1,344
MDVIP, Inc. (1) (13)
Common Stock
46,807
667
0.2
922
NMN Holdings LP (1) (13)
Common Stock
11,111
1,111
0.3
1,009
PT Network, LLC (1) (13)
Common Stock, Class C
1
Spartan Healthcare Holdings, LLC (1)
(13)
Common Stock
11,843
1,184
0.3
1,185
77,262
3,712
1.1
4,460
Insurance
Integrity Marketing Acquisition, LLC (1)
(13)
Common Stock
619,562
648
0.2
648
Integrity Marketing Acquisition, LLC (1)
(13)
Preferred Stock
1,247
1,213
0.3
1,247
Integro Parent, Inc. (1) (9) (13)
Common Stock
4,468
454
0.2
878
625,277
2,315
0.7
2,773
Materials
Kestrel Upperco, LLC (1) (13)
Common Stock, Class A
41,791
209
0.1
223
Retailing
Slickdeals Holdings, LLC (1) (13)
(19)
Common Stock
109
1,091
0.3
1,207
Vivid Seats Ltd. (1) (13) (19)
Common Stock
608,108
608
0.3
1,083
Vivid Seats Ltd. (1) (13) (19)
Preferred Stock
1,891,892
1,892
0.6
2,563
2,500,109
3,591
1.2
4,853
Software & Services
SMS Systems Maintenance Services, Inc. (1)
(13)
Common Stock
1,142,789
1,144
Technology Hardware & Equipment
Onvoy, LLC (1) (13)
Common Stock, Class A
3,649
365
0.1
228
Onvoy, LLC (1) (13)
Common Stock, Class B
2,536
6,185
365
0.1
228
Total Equity Investments
United States
61,222,233
$
71,011
18.3
%
$
74,334
Total United States
$
685,437
167.5
%
$
681,443
Canada
Debt Investments
Software & Services
Corel Corporation (9)
Senior Secured First Lien Term Loan
L + 500
(12)
6.91
%
07/2026
$
12,500
11,905
3.0
12,109
Total Debt Investments
Canada
$
12,500
$
11,905
3.0
%
$
12,109
Total Canada
$
11,905
3.0
%
$
12,109
See accompanying notes
29
Table of Contents
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
Company/Security/Country
Investment Type
Interest
Term *
Interest
Rate
Maturity /
Dissolution
Date
Principal
Amount,
Par
Value or
Shares
Cost
Percentage
of Net
Assets **
Fair
Value
France
Debt Investments
Technology Hardware & Equipment
Parkeon, Inc. (9)
Senior Secured First Lien Term Loan
E + 525
(17)
5.25
%
04/2023
1,995
$
2,136
0.5
%
$
2,248
1,995
2,136
0.5
2,248
Total Debt Investments
France
1,995
$
2,136
0.5
%
$
2,248
Total France
$
2,136
0.5
%
$
2,248
United Kingdom
Debt Investments
Commercial & Professional Services
Crusoe Bidco Limited (1) (3) (9)
Unitranche First Lien Delayed Draw Term Loan
12/2025
£
Crusoe Bidco Limited (1) (3) (9)
Unitranche First Lien Delayed Draw Term Loan
12/2025
Crusoe Bidco Limited (1) (9)
Unitranche First Lien Term Loan
L + 625
(18)
7.04
%
12/2025
6,067
7,402
2.0
8,038
6,067
7,402
2.0
8,038
Total Debt Investments
United Kingdom
£
6,067
$
7,402
2.0
%
$
8,038
Total United Kingdom
$
7,402
2.0
%
$
8,038
Netherlands
Debt Investments
Pharmaceuticals, Biotechnology & Life Sciences
PharComp Parent B.V. (1) (9) (11)
Unitranche First Lien - Last Out Term Loan
E + 650
(17)
6.50
%
02/2026
6,910
7,625
1.9
7,756
PharComp Parent B.V. (1) (3) (9)
Unitranche First Lien Term Loan
02/2026
6,910
7,625
1.9
7,756
Total Debt Investments
Netherlands
6,910
$
7,625
1.9
%
$
7,756
Total Netherlands
$
7,625
1.9
%
$
7,756
Belgium
Debt Investments
Commercial & Professional Services
MIR Bidco SA (1) (9)
Unitranche First Lien Term Loan
E + 600
(17)
6.00
%
04/2026
$9,507
$
10,451
2.6
%
$
10,672
Miraclon Corporation (1) (9)
Unitranche First Lien Term Loan
L + 600
(10)
7.96
%
04/2026
$
4,161
4,046
1.0
4,161
Total Debt Investments
Belgium
13,668
$
14,497
3.6
%
$
14,833
Equity Investments
Commercial & Professional Services
MIR Bidco SA (1) (9) (13)
Common Stock
921
1
1
MIR Bidco SA (1) (9) (13)
Preferred Stock
81,384
92
103
82,305
93
104
Total Equity Investments
Belgium
82,305
$
93
%
$
104
Total Belgium
$
14,590
3.6
%
$
14,937
Total Investments
$
729,095
178.5
%
$
726,531
*
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank
Offered Rate (LIBOR or L), Prime (P) or EURIBOR (E) and which reset monthly, bi-monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over LIBOR or Prime and the
current interest rate in effect at December 31, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.
**
Percentage is based on net assets of $406,917 as of December 31, 2019.
See accompanying notes
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CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
All positions held are non-controlled/non-affiliated investments, unless otherwise noted, as defined by the
Investment Company Act of 1940, as amended (1940 Act). Non-controlled/non-affiliated investments are investments that are neither controlled nor affiliated.
All debt investments are income-producing, unless otherwise noted. Equity and member interests are
non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. Its investments are therefore generally
subject to certain limitations on resale, and may be deemed to be restricted securities under the Securities Act.
(1)
The fair value of the investment was determined using significant unobservable inputs. See Note 2 Summary
of Significant Accounting Policies.
(2)
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate.
The 1 month LIBOR as of December 31, 2019 was 1.76%.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded
portion. See Note 8 Commitments and Contingencies.
(4)
The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater
than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan.
(5)
The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate.
The 3 month LIBOR as of December 31, 2019 was 1.91%.
(6)
Fixed rate investment.
(7)
The interest rate on these loans is subject to the U.S. Prime rate, which as of December 31, 2019 was
4.75%.
(8)
The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate.
The 12 month LIBOR as of December 31, 2019 was 2.00%.
(9)
Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of
1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition. The Companys percentage of non-qualifying assets based on fair value was 16.21% as of December 31, 2019.
(10)
The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate.
The 6 month LIBOR as of December 31, 2019 was 1.91%.
(11)
These loans are unitranche first lien/last-out term loans. In addition to the interest earned based on the
effective interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders whereby the loan 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. The Company holds the
last-out tranche.
(12)
The investment is on non-accrual status as of December 31, 2019.
(13)
Non-income producing security.
(14)
As defined in the Investment Company Act of 1940, the portfolio company is deemed to be a controlled
affiliated person of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio companys outstanding voting securities or has the power to exercise control over management or policies of such
portfolio company. See Note 3 Agreements and Related Party Transactions.
(15)
This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB
guidance under ASC 820, these investments are excluded from the hierarchical levels.
(16)
The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate.
The 2 month LIBOR as of December 31, 2019 was 1.83%.
(17)
The interest rate on these loans is subject to the greater of a EURIBOR floor or 3 month EURIBOR plus a base
rate. The 3 month EURIBOR as of December 31, 2019 was (0.38)%.
(18)
The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 3 month GBP LIBOR plus a base
rate. The 3 month GBP LIBOR as of December 31, 2019 was 0.79%.
(19)
As defined in the 1940 Act, the portfolio company is deemed to be a non-controlled affiliated person
of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio companys outstanding voting securities. See Note 3 Agreements and Related Party Transactions.
(20)
Investment pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(21)
Investment pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(22)
Investment pays 0.75% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(23)
Investment pays 4.25% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
(24)
Investment pays 3.88 % unfunded commitment fee on delayed draw term loan and/or revolving credit
facilities.
(25)
Investment pays 0.38% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
See accompanying notes
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CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2019
(in
thousands, except share and per share data)
(26)
Investment pays 1.25% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.
Foreign Currency Exchange
Contracts
Counterparty
Currency
Purchased
Currency Sold
Settlement
Unrealized
Appreciation
(Depreciation)
Wells Fargo Bank, N.A.
USD 7,974,709
GBP 5,885,394
12/01/2023
$
(65
)
Wells Fargo Bank, N.A.
USD 11,682,415
EUR 9,221,988
04/10/2024
366
Wells Fargo Bank, N.A.
USD 8,602,672
EUR 6,702,510
02/20/2024
392
Total
$
693
EUR
Euro
GBP
Great British Pound
PIK
Payment In-Kind
USD
United States Dollar
See accompanying notes
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CRESCENT CAPITAL BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
September 30, 2020 (Unaudited)
Note 1. Organization and Basis of Presentation
Crescent
Capital BDC, Inc. (the Company) was formed on February 5, 2015 (Inception) as a Delaware corporation structured as an externally managed, closed-end management investment company. The Company commenced investment
operations on June 26, 2015. On January 30, 2020, the Company changed its state of incorporation from the State of Delaware to the State of Maryland. The Company has elected to be treated as a business development company (BDC)
under the Investment Company Act of 1940, as amended (the 1940 Act) and currently operates as a diversified investment company. In addition, the Company has elected to be treated for U.S. federal income tax purposes as a regulated
investment company (a RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and
satisfies other applicable income tax requirements.
The Companys primary investment objective is to maximize the total return to its stockholders in
the form of current income and capital appreciation through debt and related equity investments. The Company will seek to achieve its investment objectives by investing primarily in secured debt (including senior secured, unitranche and second lien
debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. The Company may make multiple investments in the same portfolio company. Although
the Companys focus is to invest in private credit transactions, in certain circumstances it will also invest in broadly syndicated loans and bonds.
The Company is managed by Crescent Cap Advisors, LLC (the Adviser and formerly, CBDC Advisors, LLC), an investment adviser that is registered with
the Securities and Exchange Commission (the SEC) under the Investment Advisers Act of 1940, as amended. CCAP Administration LLC (the Administrator and formerly, CBDC Administration, LLC) provides the administrative services
necessary for the Company to operate. Company management consists of investment and administrative professionals from the Adviser and Administrator along with the Companys Board of Directors (the Board). The Adviser directs and
executes the investment operations and capital raising activities of the Company subject to oversight from the Board, which sets the broad policies of the Company. The Board has delegated investment management of the Companys investment assets
to the Adviser. The Board consists of six directors, four of whom are independent.
The Company has formed or acquired wholly owned subsidiaries that are
structured as tax blockers, to hold equity or equity-like investments in portfolio companies organized as limited liability companies or other forms of pass-through entities. These corporate subsidiaries are not consolidated for income tax purposes
and may incur income tax expense as a result of their ownership of portfolio companies.
On January 31, 2020, the Company completed a transaction to
acquire Alcentra Capital Corporation in a cash and stock transaction (the Alcentra Acquisition). The Company was listed and began trading on the NASDAQ stock exchange on February 3, 2020. See Note 13. Alcentra
Acquisition for more information.
Basis of Presentation
The Companys functional currency is the United States dollar and these consolidated financial statements have been prepared in that currency. The
Companys consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to Regulation S-X.
Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the
requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the
unaudited interim financial results included herein contain all adjustments and reclassifications that are necessary for the fair presentation of consolidated financial statements for the periods included herein. The current periods results of
operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2020.
The Company is
an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (ASC) 946, Financial Services Investment Companies.
Note 2. Summary of Significant Accounting Policies
Use
of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and
assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of
the results for the periods presented. Although management believes that the estimates and assumptions are reasonable, changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause
actual results to differ materially.
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Table of Contents
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and may include highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type
instruments) with original maturities of three months or less. Cash and cash equivalents other than money market mutual funds, are carried at cost plus accrued interest, which approximates fair value. Money market mutual funds are carried at their
net asset value, which approximates fair value. Restricted cash and cash equivalents consists of deposits held at Wells Fargo Bank N.A. related to the Companys credit facility. The Company holds cash and cash equivalents denominated in foreign
currencies. The Company deposits its cash, cash equivalents and restricted cash with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.
Investment Transactions
Loan originations are recorded on
the date of the binding commitment. Investments purchased on a secondary market are recorded on the trade date. Realized gains or losses are recorded using the specific identification method as the difference between the net proceeds received
(excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in
unrealized gains or losses primarily reflects the change in investment fair values as of the last business day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments
realized during the period.
Investment Valuation
The
Company applies Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value
measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as
buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be
the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels
are summarized below:
Level 1Valuations based on quoted prices in active markets for identical assets or liabilities that the
Company has the ability to access.
Level 2Valuations based on quoted prices in markets that are not active or for which all
significant inputs are observable, either directly or indirectly.
Level 3Valuations based on inputs that are unobservable and
significant to the overall fair value measurement.
Investments for which market quotations are readily available are typically valued at those market
quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly
traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Companys Audit Committee and, with certain de minimis
exceptions, independent third-party valuation firms engaged at the direction of the Board.
The Board oversees and supervises a multi-step valuation
process, which includes, among other procedures, the following:
The valuation process begins with each investment being initially valued by the investment professionals
responsible for the portfolio investment in conjunction with the portfolio management team.
The Advisers management reviews the preliminary valuations with the investment professionals. Agreed upon
valuation recommendations are presented to the Audit Committee.
The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.
The Board reviews the recommended valuations and determines the fair value of each investment.
Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value
(NAV) supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the practical expedient, as
defined by ASC 820 . NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment companys underlying investments in accordance with policies established by management
of each investment company, as described in each of their financial statements and offering memorandum. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.
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The Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent
with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is
valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for
classification as a Level 2 or Level 3 investment. For example, the Company reviews pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some
additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the
Companys investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ
materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to
liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material. In addition, changes in the market environment and other events that may
occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Foreign Currency
Foreign currency amounts are translated
into U.S. dollars on the following basis:
cash and cash equivalents, fair value of investments, outstanding debt on revolving credit facilities, other
assets and liabilities: at the spot exchange rate on the last business day of the period; and
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the
rates of exchange prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on
the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values
of investments held. Gains or losses on foreign currency transactions are included with net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. Fluctuations arising from the translation of foreign
currency on cash, investments and borrowings are included with net change in unrealized appreciation (depreciation) on investments and foreign currency translation on the Consolidated Statements of Operations.
The Companys approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is to borrow local currency under the
Companys credit facilities or by entering into foreign currency forward contracts.
Foreign currency forward contracts
The Company may enter into foreign currency forward contracts to reduce the Companys exposure to foreign currency exchange rate fluctuations in the value
of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market
at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a gross basis, not taking into account collateral
posted which is recorded separately, if applicable. Notional amounts and the gross fair value of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and sales of
foreign currency forward contracts having the same notional value, settlement date and counterparty are generally settled net (which results in a net foreign currency position of zero with the counterparty) and any realized gains or losses are
recognized on the settlement date.
The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with
changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.
Equity Offering and Organization Expenses
The Company
agreed to repay the Adviser for initial organization costs and equity offering costs incurred prior to the commencement of its operations up to a maximum of $1,500 on a pro rata basis over the first $350,000 of invested capital not to exceed 3 years
from the initial capital commitment on June 26, 2015. The initial 3 year term was later extended to June 30, 2019 with shareholder approval. To the extent such costs related to equity offerings, these costs were charged as a reduction of
capital upon the issuance of common shares. To the extent such costs related to organization costs, these costs were expensed in the Consolidated Statements of Operations upon the issuance of common shares. The Adviser was responsible for
organization and private equity offerings costs in excess of $1,500. During the reimbursement period which began on June 26, 2015 and expired on June 30, 2019, the Adviser had allocated to the Company $794 of equity offering costs and $568
of organization costs.
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Debt Issuance Costs
The Company records costs related to issuance of debt obligations as deferred financing costs. These costs are deferred and amortized using the effective yield
method for revolving credit facilities, over the stated maturity life of the obligation. As of September 30, 2020 and December 31, 2019, there were $4,645 and $3,431, respectively, of deferred financing costs netted against debt balances
on the Companys Consolidated Statements of Assets and Liabilities.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of purchase discounts and premiums. Discounts and premiums to par value on
securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion and
amortization of discounts and premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
Dividend income from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded
portfolio companies. Dividend income from preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Each distribution received from an equity
investment is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments as dividend income unless there is sufficient current
or accumulated earnings prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
Certain investments have contractual payment-in-kind (PIK) interest or dividends. PIK represents accrued interest or accumulated dividends that are
added to the loan principal or cost basis of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest
income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend
income, respectively, when an investment is placed on non-accrual status.
Loans are generally placed on non-accrual status when principal or interest
payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments
received on non-accrual loans may be recognized as income or applied to principal depending upon managements judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid
current and, in managements judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30,
2020, the Company had four portfolio companies with seven investment positions on non-accrual status, which represented 3.8% and 2.1% of the total debt investments at cost and fair value, respectively. As of December 31, 2019, the Company had
one portfolio company with three investment positions on non-accrual status, which represented 1.9% and 1.0% of the total debt investments at cost and fair value, respectively.
Other Income
Other income may include income such as
consent, waiver, amendment, underwriting and arranger fees associated with the Companys investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized
as income when earned or the services are rendered.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Internal Revenue Code. So
long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a
result, any tax liability related to income earned and distributed by the Company represents obligations of the Companys stockholders and will not be reflected in the consolidated financial statements of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax
positions are more-likely-than-not to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are reversed and recorded as a tax benefit or expense in the current
year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to,
on-going analyses of tax laws, regulations and interpretations thereof. The Company accounts for income taxes in conformity with ASC 740 Income Taxes (ASC 740). ASC 740 provides guidelines for how uncertain
tax positions should be recognized, measured, presented and disclosed in financial statements.
The Company intends to comply with the applicable
provisions of the Code, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. As of September 30, 2020, the Company is subject to
examination by U.S. federal tax authorities for returns filed for the three most recent calendar years and by state tax authorities for returns filed for the four most recent calendar years.
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In order for the Company not to be subject to federal excise taxes, it must distribute annually an amount at
least equal to the sum of (i) 98% of its ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital
gains from preceding years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If the Company chooses to do so, this generally would increase expenses and
reduce the amount available to be distributed to stockholders. The Company accrues excise tax on estimated undistributed taxable income as required on a quarterly basis. For the three and nine months ended September 30, 2020, the Company
expensed an excise tax of $116 and $458, respectively, of which $294 remained payable. For the three and nine months ended September 30, 2019, the Company expensed an excise tax of $8 and $8, respectively, of which $0 remained payable.
CBDC Universal Equity, Inc. and Alcentra BDC Equity Holdings, LLC are taxable entities (Taxable Subsidiaries). The Taxable Subsidiaries permit the
Company to hold equity investments in portfolio companies which are pass through entities for tax purposes and continue to comply with the source income requirements contained in RIC tax provisions of the Code. The Taxable
Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax
expense, or benefit, if any, and related tax assets and liabilities are reflected in the Companys consolidated financial statements.
For the three
and nine months ended September 30, 2020, the Company recognized a benefit/(provision) for taxes of $(161) and $101, respectively, on unrealized appreciation/(depreciation) on investments and net operating losses and federal tax credits related
to the Taxable Subsidiaries. For the three and nine months ended September 30, 2019, the Company recognized a benefit/(provision) for taxes of $(25) and $(505), respectively, on unrealized appreciation/(depreciation) on investments and net
operating losses and federal tax credits related to the Taxable Subsidiaries. As of September 30, 2020 and December 31, 2019, $1,133 and $879, respectively, was included in deferred tax liabilities on the Consolidated Statements of Assets
and Liabilities primarily relating to deferred taxes on unrealized gains on investments held in the Companys corporate subsidiaries and other temporary book to tax differences of the corporate subsidiaries. As of September 30, 2020 and
December 31, 2019, $776 and $421, respectively, was included in deferred tax assets on the Consolidated Statements of Assets and Liabilities relating to net operating loss carryforwards and unrealized losses on investments and other temporary
book to tax differences that are expected to be used in future periods. A portion of the taxable subsidiaries net operating loss and capital loss carryovers are subject to an annual limitation use under the Code and related regulations.
For the three and nine months ended September 30, 2020 and 2019, there were no realized gains on investments requiring a recognition of a tax provision.
Dividends and Distributions
Dividends and
distributions to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter. Net realized capital gains, if any, are distributed at least annually, although the Company may
decide to retain such capital gains for investment.
The Company adopted a dividend reinvestment plan that provides for reinvestment of the Companys
dividends and other distributions on behalf of the stockholders unless a stockholder elects to receive cash. As a result, if the Companys Board authorizes, and the Company declares, a cash dividend, or other distribution then stockholders who
are participating in the dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of common stock, rather than receiving cash dividends and distributions.
Prior to February 3, 2020, which is the date of the Companys listing on NASDAQ, only stockholders who opted in to the dividend
reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of common stock. After February 3, 2020, stockholders who do not opt out of the dividend reinvestment plan will have their
cash dividends and distributions automatically reinvested in additional shares of the Companys common stock. The elections of stockholders that made an election prior to February 3, 2020 remain effective.
New Accounting Standards
In March 2020, the FASB issued
Accounting Standard Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional exceptions for applying GAAP to
contract modifications, hedging relationships and other transactions affected reference rate reform if certain criteria are met. ASU 2020-04 is elective and can be adopted between March 12, 2020 and December 31, 2022. The Company
doesnt expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
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Note 3. Agreements and Related Party Transactions
Administration Agreement
On June 2, 2015, the
Company entered into the Administration Agreement with the Administrator, as amended and restated on February 1, 2020. Under the terms of the Administration Agreement, the Administrator provides administrative services to the Company. These
services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and
professional services rendered by others. Certain of these services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, the Administrator is permitted to delegate its duties under the Administration
Agreement to affiliates or third parties. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator. The
Administration Agreement may be terminated by either party without penalty on 60 days written notice to the other party.
For the three and nine
months ended September 30, 2020, the Company incurred administrative services expenses of $204 and $615, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, of which $243
was payable at September 30, 2020. For the three and nine months ended September 30, 2019, the Company incurred administrative services expenses of $179 and $538, respectively, which are included in other general and administrative
expenses on the Consolidated Statements of Operations, of which $269 was payable at September 30, 2019.
No person who is an officer, director or
employee of the Administrator or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Administrator (or its affiliates) for
an allocable portion of the compensation paid by the Administrator or its affiliates to the Companys compliance professionals, legal counsel, and other professionals who spend time on such related activities (based on the percentage of time
those individuals devote, on an estimated basis, to the business and affairs of the Company). The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to the Administrator.
Directors who are not affiliated with the Administrator or its affiliates receive compensation for their services and reimbursement of expenses incurred to attend meetings, which are included as directors fees on the Consolidated Statements of
Operations.
On June 5, 2015, the Company entered into sub-administration agreement with State Street Bank and Trust Company (SSB) to
perform certain administrative, custodian and other services on behalf of the Company. The sub-administration agreement with SSB had an initial term of three years ending June 5, 2018 and shall automatically renew for 1-year terms unless a
written notice of non-renewal is delivered by the Company or SSB. The Company does not reimburse the Administrator for any services for which it pays a separate sub-administrator and custodian fee to SSB. For the three and nine months ended
September 30, 2020, the Company incurred expenses of $293 and $899, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the sub-administration
agreements, of which $586 was payable at September 30, 2020. For the three and nine months ended September 30, 2019, the Company incurred expenses of $257 and $710, respectively, which are included in other general and administrative
expenses on the Consolidated Statements of Operations, under the terms of the sub-administration agreements, of which $491 was payable at September 30, 2019.
Investment Advisory Agreement
On June 2, 2015, the
Company entered into an investment advisory agreement with the Adviser (the Investment Advisory Agreement), which was subsequently replaced by the Amended and Restated Investment Advisory Agreement (together with the Investment Advisory
Agreement, the Advisory Agreements), which was approved by the Companys stockholders on January 29, 2020 in connection with the Alcentra Acquisition. Under the terms of the Amended and Restated Investment Advisory Agreement,
the Adviser will provide investment advisory services to the Company and its portfolio investments. The Advisers services under the Amended and Restated Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish
similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Advisory Agreements, the Adviser is entitled to receive a base management fee and may also receive incentive fees, as discussed
below.
Base Management Fee (prior to February 1, 2020)
Prior to February 1, 2020, pursuant to the Investment Advisory Agreement, the base management fee was calculated and payable quarterly in arrears at an
annual rate of 1.50% of the Companys gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The base management fee was calculated based on the average value of gross assets at the
end of the two most recently completed calendar quarters, and appropriately adjusted for share issuances or repurchases during the current calendar quarter.
Under the Investment Advisory Agreement, the Adviser agreed to waive its right to receive management fees in excess of the sum of (i) 0.25% of the
aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash and cash equivalents (including capital drawn to pay the Companys expenses) during the period prior to February 3, 2020, the date of
the Companys qualified initial public offering, as defined by the Investment Advisory Agreement (Qualified IPO). The listing of the Companys Common Stock on NASDAQ on February 3, 2020 qualified as a Qualified IPO. The
Adviser is not permitted to recoup any waived amounts at any time.
New Base Management Fee (effective February 1, 2020)
Effective February 1, 2020, pursuant to the Amended and Restated Investment Advisory Agreement, the base management fee is calculated and payable
quarterly in arrears at an annual rate of 1.25% of the Companys gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The base management fee is calculated based on the average
value of gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.
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In addition, under the terms of the Amended and Restated Advisory Agreement, the Adviser agreed to waive a
portion of the management fee from February 1, 2020 through July 31, 2021 after the closing of the Alcentra Acquisition so that only 0.75% shall be charged for such time period. The Adviser is not permitted to recoup any waived amounts at
any time.
For the three and nine months ended September 30, 2020, the Company incurred management fees of $1,746 and $4,900, respectively, which are
net of waived amounts, of $1,163 and $3,427, respectively, of which $1,746 was payable at September 30, 2020. For the three and nine months ended September 30, 2019, the Company incurred management fees of $1,249 and $3,352, respectively,
which are net of waived amounts, of $1,268 and $3,427 respectively, of which $1,250 was payable at September 30, 2019.
The Adviser has voluntarily
waived its right to receive management fees on the Companys investment in GACP II LP for any period in which GACP II LP remains in the investment portfolio. For the three and nine months ended September 30, 2020, $38 and $115,
respectively, of management fees waived were attributable to the Companys investment in GACP II LP. For the three and nine months ended September 30, 2019, $41 and $107, respectively, of management fees waived were attributable to
the Companys investment in GACP II LP.
Incentive Fee (prior to February 1, 2020)
Under the Investment Advisory Agreement, the Incentive Fee consisted of two parts. The first part, the income incentive fee, was calculated and payable
quarterly in arrears and equaled (a) 100% of the excess of the pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.5% per quarter (6.0% annualized) (the Hurdle),
and a catch-up feature until the Adviser received 15% of the pre-incentive fee net investment income for the current quarter up to 1.7647% (the Catch-up), and (b) 15% of all remaining pre-incentive fee net investment income above
the Catch-up.
The second part, the capital gains incentive fee, was determined and payable in arrears as of the end of each fiscal year at a
rate of 15.0% of the Companys realized capital gains, if any, on a cumulative basis from Inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less
the aggregate amount of any previously paid capital gain incentive fees.
At the 2018 Annual Meeting of Stockholders, in connection with the extension of
the deadline to consummate a Qualified IPO, the Adviser agreed to waive its rights under the Investment Advisory Agreement to (i) the income incentive fee and (ii) the capital gain incentive fee for the period from April 1, 2018
through February 1, 2020.
Incentive Fee (effective February 1, 2020)
Under the Amended and Restated Investment Advisory Agreement, the Incentive Fee consists of two parts. The first part, the income incentive fee, is calculated
and payable quarterly in arrears and (a) equals 100% of the excess of the pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.75% per quarter (7.0% annualized) (the
Hurdle), and a catch-up feature until the Adviser has received 17.5%, of the pre-incentive fee net investment income for the current quarter up to 2.1212% (the Catch-up), and (b) 17.5% of all remaining pre-incentive fee
net investment income above the Catch-up.
In addition, under the terms of the Amended and Restated
Investment Advisory Agreement, the Adviser agreed to waive the income based portion of the incentive fee from February 1, 2020 through July 31, 2021. Once the Adviser begins to earn income incentive fees, the Adviser will voluntarily waive
the income incentive fees attributable to the investment income accrued by the Company as a result of its investment in GACP II. The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year
at a rate of 17.5% of the Companys realized capital gains, if any, on a cumulative basis from Inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis,
less the aggregate amount of any previously paid capital gain incentive fees.
Since the Qualified IPO occurred on a date other than the first day of a
calendar quarter, the income incentive fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after a Qualified IPO based on the number of days in such calendar quarter before and
after the Qualified IPO. For the avoidance of doubt, such capital gains incentive fee shall be equal to 15.0% of the Companys realized capital gains on a cumulative basis from Inception through the day before the Qualified IPO, computed net of
all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following the Qualified IPO, solely for the purposes of calculating the capital
gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to a Qualified IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains
incentive fees for all periods prior to the Qualified IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15.0%. In the event that the Amended and Restated Investment Advisory Agreement shall terminate as of a date that is
not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.
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Table of Contents
Pre-incentive fee net investment income means interest income, dividend income and any other income
(including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during each
calendar quarter, minus operating expenses for such quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or preferred
stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with PIK interest, preferred
stock with PIK dividends and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital
appreciation or depreciation. Pre-incentive fee net investment income will be compared to a Hurdle Amount equal to the product of (i) the Hurdle rate of 1.50% or 1.75% per quarter, 6.00% or 7.00% annualized, prior to and
effective February 1, 2020, respectively, and (ii) the Companys net assets (defined as total assets less indebtedness, before taking into account any incentive fees payable during the period), at the end of the immediately preceding
calendar quarter, subject to a catch-up provision incurred at the end of each calendar quarter.
For the three and nine months ended
September 30, 2020, the Company incurred income incentive fees of $0 and $0, respectively, which are net of waived amounts, of $2,136 and $6,335, respectively, of which $0 was payable at September 30, 2020. For the three and nine months
ended September 30, 2019, the Company incurred income incentive fees of $0 and $0, respectively, which are net of waived amounts, of $1,375 and $3,506, respectively, of which $0 was payable at September 30, 2019.
GAAP Incentive Fee on Cumulative Unrealized Capital Appreciation
The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the
Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the
accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital
appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Amended and Restated Investment Advisory Agreement. This accrual is calculated using the
aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 15%
(prior to February 3, 2020) or 17.5% (effective February 3, 2020) of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual
for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and nine months ended
September 30, 2020 and 2019, the Company recorded no incentive fee on cumulative unrealized capital appreciation.
Other Related Party Transactions
From time to time, the Administrator may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the
Company will subsequently reimburse the Administrator for such amounts paid on its behalf. Amounts payable to the Administrator are settled in the normal course of business without formal payment terms.
In conjunction with the closing of Alcentra Capital merger, the Company and the Adviser executed a Transaction Support Agreement, as described in Note 13.
A portion of the outstanding shares of the Companys common stock are owned by Crescent Capital Group LP (CCG LP). CCG LP is also the majority
member of the Adviser and sole member of the Administrator. The Company has entered into a license agreement with CCG LP under which CCG LP granted the Company a non-exclusive, royalty-free license to use the name Crescent Capital. The
Adviser has entered into a resource sharing agreement with CCG LP. CCG LP will provide the Adviser with the resources necessary for the Adviser to fulfill its obligations under the Investment Advisory Agreement.
Investments in and Advances to Affiliates
The
Companys investments in non-controlled affiliates for the nine months ended September 30, 2020 were as follows (in thousands):
Fair Value
as of
December 31, 2019
Gross
Additions (2)
Gross
Reductions (3)
Net Realized
Gains/
(Losses)
Change in
Unrealized
Gains/
(Losses)
Fair Value
as of
September 30, 2020
Dividend,
Interest, PIK
and Other
Income
Non-Controlled Affiliates
APC Auto Technology Intermediate, LLC
$
928
$
$
$
(1,847
)
$
919
$
$
Battery Solutions, Inc.
4,907
(1,361
)
3,546
129
Conisus, LLC
9,681
11,095
20,776
953
Slickdeals Holdings, LLC
15,933
62
(311
)
50
213
15,947
897
Southern Technical Institute, Inc.
(1,271
)
1,271
3,753
3,753
Vivid Seats Ltd.
3,646
(37
)
3,609
Total Non-Controlled Affiliates
$
20,507
$
14,650
$
(1,582
)
$
(526
)
$
14,582
$
47,631
$
1,979
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The Companys investments in non-controlled affiliates for the nine months ended September 30,
2019 were as follows (in thousands):
Fair Value
as of
December 31, 2018
Gross
Additions (2)
Gross
Reductions (3)
Net Realized
Gains/
(Losses)
Change in
Unrealized
Gains/
(Losses)
Fair Value
as of
September 30, 2019
Dividend,
Interest, PIK
and Other
Income
Non-Controlled Affiliates
Slickdeals Holdings, LLC
$
12,096
$
3,877
$
(92
)
$
$
125
$
16,006
$
1,139
Vivid Seats Ltd.
3,389
2
475
3,866
48
Total Non-Controlled Affiliates
$
15,485
$
3,879
$
(92
)
$
$
600
$
19,872
$
1,187
The Companys investments in controlled affiliates for the nine months ended September 30, 2020 were as follows (in thousands):
Fair Value
as of
December 31, 2019
Gross
Additions (2)
Gross
Reductions (3)
Net Realized
Gains/
(Losses)
Change in
Unrealized
Gains/
(Losses)
Fair Value
as of
September 30, 2020
Dividend,
Interest, PIK
and Other
Income
Controlled Affiliates
CBDC Senior Loan Fund LLC (1)
$
34,442
$
6,000
$
(1,000
)
$
$
(5,513
)
$
33,929
$
1,500
Total Controlled Affiliates
$
34,442
$
6,000
$
(1,000
)
$
$
(5,513
)
$
33,929
$
1,500
The Companys investments in controlled affiliates for the nine months ended September 30, 2019 were as follows (in thousands):
Fair Value
as of
December 31, 2018
Gross
Additions (2)
Gross
Reductions (3)
Net Realized
Gains/
(Losses)
Change in
Unrealized
Gains/
(Losses)
Fair Value
as of
September 30, 2019
Dividend,
Interest, PIK
and Other
Income
Controlled Affiliates
CBDC Senior Loan Fund LLC (1)
$
$
34,000
$
$
$
(667
)
$
33,333
$
1,450
Total Controlled Affiliates
$
$
34,000
$
$
$
(667
)
$
33,333
$
1,450
(1) Together with Masterland Enterprise Holdings, Ltd. (Masterland, and collectively with the Company, the
Members), the Company invests through the Senior Loan Fund. Although the Company owns more than 25% of the voting securities of the Senior Loan Fund, the Company does not have control over the Senior Loan Fund (other than for purposes of
the Investment Company Act). See Note 4 Investments.
(2) Gross additions may include increases in the cost basis of investments resulting from
new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different
category.
(3) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment
repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
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Table of Contents
Note 4. Investments
The Companys investments at any time may include securities and other financial instruments or other assets of any sort, including, without limitation,
corporate and government bonds, convertible securities, collateralized loan obligations, term loans, trade claims, equity securities, privately negotiated securities, direct placements, working interests, warrants and investment derivatives
(including, but not limited to credit default swaps, recovery swaps, total return swaps, options, forward contracts, and futures) (all of the foregoing collectively referred to in these consolidated financial statements as investments).
First lien investments are senior loans on a lien basis to other liabilities in the issuers capital structure that have the benefit of a
first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets.
Unitranche first lien investments are loans that may extend deeper in a companys capital structure than traditional first lien debt and may
provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the first out portion of such loan and retain the last out
portion of such loan, in which case, the first out portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the last out portion that the
Company would continue to hold. In exchange for the greater risk of loss, the last out portion earns a higher interest rate.
Second
lien investments are loans with a second priority lien on the assets of the portfolio company. The Company obtains security interests in the assets of the portfolio company that serve as collateral in support of the repayment of such loans.
This collateral serves as collateral in support of the repayment of these loans.
Mezzanine or unsecured debt investments are loans
that generally rank senior to a borrowers equity securities and junior in right of payment to such borrowers other indebtedness.
Under the
1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio companys outstanding voting securities and/or has the power to exercise control over the management or policies of such
portfolio company as investments in affiliated companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio companys outstanding voting securities
and/or has the power to exercise control over the management or policies of such portfolio company as investments in controlled companies. Detailed information with respect to the Companys non-controlled, non-affiliated;
non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments. The information in the following tables is presented on an
aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
Certain Risk Factors
In the ordinary course of business,
the Company manages a variety of risks including market risk and liquidity risk. The Company identifies, measures and monitors risk through various control mechanisms, including trading limits and diversifying exposures and activities across a
variety of instruments, markets and counterparties.
Market risk is the risk of potential adverse changes to the value of financial instruments because of
changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest
in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The
Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.
The Companys
investments may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities
difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with
those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
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Table of Contents
Investments at fair value consisted of the following at September 30, 2020 and December 31, 2019
(in thousands):
September 30, 2020
December 31, 2019
Investment
Type
Cost
Fair Value
Unrealized
Appreciation/
(Depreciation)
Cost
Fair Value
Unrealized
Appreciation/
(Depreciation)
Senior Secured First Lien
$
391,570
$
375,426
$
(16,144
)
$
356,080
$
351,332
$
(4,748
)
Unitranche First Lien
362,067
361,974
(93
)
213,884
218,416
4,532
Unitranche First Lien - Last Out
15,660
15,014
(646
)
15,845
16,044
199
Senior Secured Second Lien
110,538
99,299
(11,239
)
64,801
58,887
(5,914
)
Unsecured Debt
2,282
2,215
(67
)
7,381
7,414
33
Equity & Other
34,483
53,583
19,100
19,037
21,432
2,395
LLC/LP Equity Interests
58,710
53,540
(5,170
)
52,067
53,006
939
Total Investments
$
975,310
$
961,051
$
(14,259)
$
729,095
$
726,531
$
(2,564)
The industry composition of investments at fair value at
September 30, 2020 and December 31, 2019 is as follows (in thousands):
Industry
Fair Value
September 30, 2020
Percentage of
Fair Value
Fair Value
December 31, 2019
Percentage of
Fair Value
Health Care Equipment & Services
$
212,375
22.10
%
$
147,162
20.26
%
Commercial & Professional Services
185,870
19.34
136,218
18.75
Software & Services
133,462
13.89
111,790
15.39
Consumer Services
101,801
10.59
68,380
9.41
Diversified Financials
70,911
7.38
60,288
8.30
Pharmaceuticals, Biotechnology & Life Sciences
37,222
3.87
11,500
1.58
Insurance
36,180
3.76
30,991
4.27
Automobiles & Components
34,932
3.64
32,978
4.54
Retailing
23,109
2.40
25,917
3.56
Energy
20,728
2.16
13,162
1.81
Media & Entertainment
20,776
2.16
Capital Goods
18,831
1.96
20,896
2.88
Food & Staples Retailing
18,096
1.88
33,300
4.58
Food, Beverage & Tobacco
13,737
1.43
4,261
0.59
Materials
11,069
1.15
11,137
1.53
Transportation
7,219
0.75
6,626
0.91
Household & Personal Products
4,222
0.44
3,854
0.53
Telecommunication Services
4,014
0.42
Consumer Durables & Apparel
3,532
0.37
3,256
0.45
Technology Hardware & Equipment
2,965
0.31
4,815
0.66
Total Investments
$
961,051
100.00
%
$
726,531
100.00
%
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The geographic composition of investments at fair value at September 30, 2020 and December 31, 2019 is as follows (in
thousands):
Geographic Region
Fair Value
September 30, 2020
Percentage of
Fair Value
Fair Value
December 31, 2019
Percentage of
Fair Value
United States
$
903,051
93.97
%
$
681,443
93.79
%
United Kingdom
22,782
2.37
8,038
1.11
Belgium
14,638
1.52
14,937
2.05
Canada
12,192
1.27
12,109
1.67
Netherlands
8,388
0.87
7,756
1.07
France
2,248
0.31
Total Investments
$
961,051
100.00
%
$
726,531
100.00
%
Senior Loan Fund
The
Senior Loan Fund, an unconsolidated limited liability company, was formed on September 26, 2018 and commenced operations in February 2019. The Company invests together with Masterland through the Senior Loan Fund. Masterland is a wholly owned
subsidiary of China Orient Asset Management (International) Holding Limited (HK). The Senior Loan Funds principal purpose is to make investments in broadly syndicated bank loans, either directly or indirectly through its wholly owned
subsidiary, CBDC Senior Loan Sub LLC. The Company and Masterland have each subscribed to fund $40,000. Except under certain circumstances, contributions to the Senior Loan Fund cannot be redeemed. The Senior Loan Fund is managed by a four member
board of managers, on which the Company and Masterland have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Since the Company does not have a controlling financial interest in
the Senior Loan Fund, it is not consolidated. The Senior Loan Fund is an investment company and measured using the net asset value per share as a practical expedient for fair value.
The Company and Masterland had subscribed to fund and contributed the following to the Senior Loan Fund (in thousands):
September 30, 2020
December 31, 2019
Member
Subscribed
to fund
Contributed
Unfunded
Commitment
Subscribed
to fund
Contributed
Unfunded
Commitment
Company
$
40,000
$
39,000
$
1,000
$
40,000
$
34,000
$
6,000
Masterland
40,000
39,000
1,000
40,000
34,000
6,000
Total
$
80,000
$
78,000
$
2,000
$
80,000
$
68,000
$
12,000
The Senior Loan Fund is capitalized pro rata with LLC equity interest as transactions are completed. The Senior Loan Fund has a
revolving credit facility with Royal Bank of Canada (the RBC Facility), as amended, which permits up to $300,000 of borrowings as of September 30, 2020. Borrowings under the RBC Facility are secured by all assets of CBDC Senior Loan
Sub LLC. The interest rate on the credit facility is LIBOR, with no LIBOR floor, plus margin, which ranges between 1.25% and 1.45% based on pricing of the pledged collateral.
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Table of Contents
Below is a summary of the Senior Loan Funds portfolio, as of September 30, 2020 and
December 31, 2019 (in thousands):
As of
September 30, 2020
As of
December 31, 2019
Total senior secured debt, at par
$
291,550
$
275,624
Total senior secured debt, at fair value
$
278,660
$
275,069
Weighted average current interest rate on senior secured debt (1)
3.4
%
4.9
%
Number of borrowers in the Senior Loan Fund s portfolio
191
169
Largest loan to a single borrower
$
3,465
$
3,500
Senior Secured First Lien investments as a % of total investments, at fair value
100.0
%
100.0
%
United States based investments as a % of total investments, at fair value
90.7
%
89.7
%
Non-accrual investments as % of total investment, at cost
0.0
%
0.0
%
(1)
Computed as (a) the annual stated interest rate on accruing senior secured debt, divided by (b) total senior
secured debt at par amount, excluding fully unfunded commitments.
Below is selected balance sheet information for the Senior Loan Fund
as of September 30, 2020 and December 31, 2019 (in thousands):
As of
September 30, 2020
As of
December 31, 2019
Selected Balance Sheet Information:
Total investments, at fair value
$
278,660
$
275,069
Cash and cash equivalents
8,913
7,958
Other assets
6,211
6,688
Total assets
$
293,784
$
289,715
Debt (net of deferred financing costs of $221 and $211, respectively)
$
212,779
$
205,789
Other liabilities
13,147
15,043
Total liabilities
$
225,926
$
220,832
Members Capital
67,858
68,883
Total liabilities and members capital
$
293,784
$
289,715
Below is selected statements of operations information for the Senior Loan Fund for the three and nine months ended
September 30, 2020 and September 30, 2019 (in thousands):
For the three
months ended
September 30,
For the nine
months ended
September 30,
2020
2019
2020
2019
Selected Statements of Operations Information:
Total investment income
$
2,653
$
3,749
$
8,879
$
5,916
Expenses
Interest and other debt financing costs
960
1,859
3,711
2,697
Professional fees
15
14
37
119
Other general and administrative expenses
84
81
265
178
Total expenses
1,059
1,954
4,013
2,994
Net investment income (loss)
1,594
1,795
4,866
2,922
Net realized gain (loss) on investments
(456
)
42
(774
)
86
Net change in unrealized appreciation (depreciation) on investments
7,093
54
(12,117
)
(1,443
)
Net increase (decrease) in members capital
$
8,231
$
1,891
$
(8,025
)
$
1,565
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Note 5. Fair Value of Financial Instruments
Investments
The following table presents fair value
measurements of investments as of September 30, 2020 (in thousands):
Fair Value Hierarchy
Level 1
Level 2
Level 3
Total
Senior Secured First Lien
$
$
41,200
$
334,226
$
375,426
Unitranche First Lien
361,974
361,974
Unitranche First Lien - Last Out
15,014
15,014
Senior Secured Second Lien
4,300
94,999
99,299
Unsecured Debt
2,215
2,215
Equity & Other
53,583
53,583
Subtotal
$
$
45,500
$
862,011
$
907,511
Investments Measured at NAV (1)
53,540
Total Investments
$
961,051
Foreign Currency Forward
Contracts
$
$
1,315
$
$
1,315
The following table presents fair value measurements of investments as of December 31, 2019 (in thousands):
Fair Value Hierarchy
Level 1
Level 2
Level 3
Total
Senior Secured First Lien
$
$
83,139
$
268,193
$
351,332
Unitranche First Lien
218,416
218,416
Unitranche First Lien Last Out
16,044
16,044
Senior Secured Second Lien
9,318
49,569
58,887
Unsecured Debt
7,414
7,414
Equity & Other
21,432
21,432
Subtotal
$
$
92,457
$
581,068
$
673,525
Investments Measured at NAV (1)
53,006
Total Investments
$
726,531
Foreign Currency Forward
Contracts
$
$
693
$
$
693
(1) In accordance with ASC 820-10, certain investments that are measured using the net asset value per shares (or its
equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the
fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
The following table provides a reconciliation of
the beginning and ending balances for total investments that use Level 3 inputs for the nine months ended September 30, 2020, based off of the fair value hierarchy at September 30, 2020 (in thousands):
Senior
Unitranche
Senior
Equity
Secured
Unitranche
First -
Secured
Unsecured
&
First Lien
First Lien
Last Out
Second Lien
Debt
Other
Total
Balance as of January 1, 2020
$
268,193
$
218,416
$
16,044
$
49,569
$
7,414
$
21,432
$
581,068
Amortized discounts/premiums
1,222
1,067
28
215
114
8
2,654
Paid in-kind interest
717
461
-
2
77
474
1,731
Net realized gain (loss)
(334
)
-
-
-
-
(718
)
(1,052
)
Net change in unrealized appreciation (depreciation)
(7,190
)
(4,617
)
(845
)
(4,671
)
(99
)
16,705
(717
)
Purchases
121,290
173,918
-
49,381
1,252
15,832
361,673
Sales/return of capital/principal repayments/paydowns
(56,113
)
(27,271
)
(213
)
(8,815
)
(6,543
)
(150
)
(99,105
)
Transfers in
6,441
-
-
9,318
-
-
15,759
Transfers out
-
-
-
-
-
-
-
Balance as of September 30, 2020
$
334,226
$
361,974
$
15,014
$
94,999
$
2,215
$
53,583
$
862,011
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2020
$
(6,161
)
$
(4,703
)
$
(845
)
$
(3,889
)
$
18
$
1,688
$
(13,892
)
During the nine months ended September 30, 2020, the Company recorded $0 in transfers from Level 3 to Level 2 and $15,759
in transfers from Level 2 to Level 3 due to a decrease in observable inputs in market data.
46
Table of Contents
The following table provides a reconciliation of the beginning and ending balances for total investments
that use Level 3 inputs for the nine months ended September 30, 2019, based off of the fair value hierarchy at September 30, 2019 (in thousands):
Senior
Unitranche
Senior
Equity
Secured
Unitranche
First -
Secured
Unsecured
&
First Lien
First Lien
Last Out
Second Lien
Debt
Other
Total
Balance as of January 1, 2019
$
232,214
$
84,891
$
-
$
53,857
$
7,263
$
13,806
$
392,031
Amortized discounts/premiums
821
863
32
212
24
-
1,952
Paid in-kind interest
361
-
-
-
88
-
449
Net realized gain (loss)
(601
)
-
-
-
-
96
(505
)
Net change in unrealized appreciation (depreciation)
1,143
708
(11
)
(5,668
)
28
2,763
(1,037
)
Purchases
78,449
110,400
16,012
2,425
-
2,473
209,759
Sales/return of capital/principal repayments/paydowns
(40,800
)
(30,666
)
(106
)
(3,209
)
-
(200
)
(74,981
)
Transfers in
-
-
-
-
-
-
-
Transfers out
(18,123
)
-
-
-
-
-
(18,123
)
Balance as of September 30, 2019
$
253,464
$
166,196
$
15,927
$
47,617
$
7,403
$
18,938
$
509,545
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2019
$
895
$
1,323
$
(11
)
$
(6,926
)
$
28
$
2,793
$
(1,898
)
During the nine months ended September 30, 2019, the Company recorded $18,123 in transfers from Level 3 to Level 2 and $0
in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data.
The following tables present the fair value
of Level 3 investments and the ranges of significant unobservable inputs used to value the Companys Level 3 investments as of September 30, 2020 and December 31, 2019. These ranges represent the significant unobservable inputs that
were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior
secured first lien investments is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of,
fair value measurements of the Companys Level 3 investments.
Quantitative information about Level 3 Fair Value Measurements
Fair value as of
September 30, 2020
(in thousands)
Valuation Techniques
Unobservable
Input
Range
(Weighted Average)
Senior Secured First Lien
$
291,770
Discounted Cash Flows
Discount Rate
5.5%-26.2% (7.8%
)
20,516
Enterprise Value
Comparable EBITDA Multiple
8.5x-8.8x (8.6x
)
21,940
Broker Quoted
Broker Quote
N/A
Subtotal:
$
334,226
Unitranche First Lien
$
319,051
Discounted Cash Flows
Discount Rate
4.3%-16.0% (7.2%
)
25,227
Enterprise Value
Comparable EBITDA Multiple
7.0x-7.4x (7.1x
)
4,560
Collateral Analysis
Recovery Rate
96.0
%
13,136
Broker Quoted
Broker Quote
N/A
Subtotal
$
361,974
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Table of Contents
Fair value as of
September 30, 2020
(in thousands)
Valuation Techniques
Unobservable
Input
Range
(Weighted Average)
Unitranche First Lien-Last Out
$
8,103
Discounted Cash Flows
Discount Rate
6.1%-7.8% (7.0%)
6,911
Collateral Analysis
Recovery Rate
85.6
%
Subtotal
$
15,014
Senior Secured Second Lien
$
90,848
Discounted Cash Flows
Discount Rate
7.6%-25.4% (10.6%
)
3,633
Enterprise Value
Comparable EBITDA Multiple
11.8x
518
Broker Quoted
Broker Quote
N/A
Subtotal:
$
94,999
Unsecured Debt
$
2,215
Discounted Cash Flows
Discount Rate
8.5%-16.5% (13.3%
)
Equity & Other
$
51,882
Enterprise Value
Comparable EBITDA Multiple
3.5x-22.7x (10.4x
)
1,701
Broker Quoted
Broker Quote
N/A
Subtotal:
$
53,583
Quantitative information about Level 3 Fair Value Measurements
Fair value as of
December 31, 2019
(in thousands)
Valuation Techniques
Unobservable
Input
Range
(Weighted Average)
Senior Secured First Lien
$
213,314
Discounted Cash Flows
Discount Rate
6.3%-12.9% (7.4%
)
7,488
Enterprise Value
Comparable EBITDA Multiple
11.7x
47,391
Broker Quoted
Broker Quote
N/A
Subtotal:
$
268,193
Unitranche First Lien
$
183,908
Discounted Cash Flows
Discount Rate
7.1%-10.8% (8.0%
)
34,508
Broker Quoted
Broker Quote
N/A
Subtotal
$
218,416
Unitranche First Lien-Last Out
$
16,044
Discounted Cash Flows
Discount Rate
6.5%-12.2% (9.5%
)
Senior Secured Second Lien
$
43,018
Discounted Cash Flows
Discount Rate
9.1%-15.6% (10.8%
)
6,551
Enterprise Value
Comparable EBITDA Multiple
11.4x
Subtotal:
$
49,569
Unsecured Debt
$
7,414
Discounted Cash Flows
Discount Rate
11.0%-15.7% (11.5%
)
Equity & Other
$
21,432
Enterprise Value
Comparable EBITDA Multiple
7.3x-17.9x (14.4x
)
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As noted above, the discounted cash flows and market multiple approaches were used in the determination of
fair value of certain Level 3 assets as of September 30, 2020 and December 31, 2019. The significant unobservable inputs used in the discounted cash flow approach is the discount rate used to discount the estimated future cash flows
expected to be received from the underlying investment, which include both future principal and interest payments. Increases and decreases in the discount rate would result in a decrease and increase in the fair value, respectively. Included in the
consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market multiple approach are the multiples of similar
companies earnings before income taxes, depreciation and amortization (EBITDA) and comparable market transactions. Increases and decreases in market EBITDA multiples would result in an increase or decrease in the fair value,
respectively. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
Note 6. Debt
Debt consisted of the following as of
September 30, 2020 and December 31, 2019 (in thousands):
September 30, 2020
Aggregate Principal
Amount Committed
Drawn
Amount
Amount
Available (1)
Carrying
Value (2)
Weighted
Average
Debt
Outstanding
Weighted
Average
Interest
Rate
SPV Asset Facility
$
350,000
$
228,710
$
121,290
$
228,710
$
230,477
2.64
%
Corporate Revolving Facility
200,000
156,754
43,246
156,754
147,953
2.94
%
Unsecured Notes
50,000
25,000
25,000
25,000
5,748
6.63
%
InterNotes ®
16,418
16,418
16,418
21,734
6.40
%
Total Debt
$
616,418
$
426,882
$
189,536
$
426,882
$
405,912
3.13
%
December 31, 2019
Aggregate Principal
Amount Committed
Drawn
Amount
Amount
Available (1)
Carrying
Value (2)
Weighted
Average
Debt
Outstanding
Weighted
Average
Interest
Rate
SPV Asset Facility
$
250,000
$
220,687
$
29,313
$
220,687
$
200,975
4.03
%
Corporate Revolving Facility
200,000
104,754
95,246
104,754
74,930
4.26
%
Total Debt
$
450,000
$
325,441
$
124,559
$
325,441
$
275,905
4.10
%
(1)
The amount available is subject to any limitations related to the respective debt facilities borrowing
bases and foreign currency translation adjustments.
(2)
The amount presented excludes netting of deferred financing costs.
As of September 30, 2020 and December 31, 2019, the carrying amount of the Companys outstanding debt approximated fair value. The fair values
of the Companys debt are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under
current market conditions. The fair value of the Companys debt is estimated based upon market interest rates and entities with similar credit risk. As of September 30, 2020 and December 31, 2019, the debt would be deemed to be Level
3 of the fair value hierarchy.
As of September 30, 2020 and December 31, 2019, the Company was in compliance with the terms and covenants of its
debt arrangements.
SPV Asset Facility
On
March 28, 2016, Crescent Capital BDC Funding, LLC (CCAP SPV), a wholly owned subsidiary of CCAP, entered into a loan and security agreement, as amended (the SPV Asset Facility), with the Company as the collateral
manager, seller and equityholder, CCAP SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (Wells Fargo), as administrative agent,
collateral agent, and lender. CCAP SPV is consolidated into the Companys financial statements and no gain or loss is recognized from transfer of assets to and from CCAP SPV. Between February 8, 2017 and March 10, 2020, the Company
has entered into multiple amendments to the SPV Asset Facility to, among other things, increase the facility limit from $75,000 to $350,000.
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Table of Contents
The maximum commitment amount under the SPV Asset Facility is $350,000, and may be increased with the
consent of Wells Fargo or reduced upon request of the Company. Proceeds of the advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to the Company in accordance with the SPV Asset Facility, and to
pay related expenses. The maturity date is the earlier of (a) the date the Borrower voluntarily reduces the commitments to zero, (b) March 10, 2025 (the Facility Maturity Date) and (c) the date upon which Wells Fargo declares the
obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at LIBOR plus a margin with no LIBOR floor. The margin is between 1.65% and 2.20% as determined by the proportion of
liquid and illiquid loans pledged to the SPV Asset Facility. The Company pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The SPV Asset Facility includes customary covenants, including
certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. The facility size is subject to availability under the borrowing base, which
is based on the amount of CCAP SPVs assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
Costs
incurred in connection with obtaining the SPV Asset Facility and subsequent amendments were recorded as deferred financing costs and are being amortized over the life of the SPV Asset Facility on an effective yield basis. As of September 30,
2020 and December 31, 2019, deferred financing costs related to the SPV Asset Facility were $2,692 and $1,508, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.
Corporate Revolving Facility
On August 20, 2019, the
Company entered into the Corporate Revolving Facility with Ally Bank (Ally), as Administrative Agent and Arranger. Proceeds of the advances under the Revolving Credit Agreement may be used to acquire portfolio investments, to
make distributions to the Company in accordance with the Revolving Credit Agreement and to pay related expenses. The maximum principal amount of the Corporate Revolving Facility is $200,000, subject to availability under the borrowing base.
Borrowings under the Corporate Revolving Facility bear interest at LIBOR plus a 2.35%, which includes 0.05% utilization fee, with no LIBOR floor. The Company
pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the Corporate Revolving Facility. Interest is payable quarterly in arrears. Any amounts borrowed under the Corporate Revolving Facility, and all accrued and
unpaid interest, will be due and payable, on August 20, 2024.
Costs incurred in connection with obtaining the Corporate Revolving Facility have been
recorded as deferred financing costs and are being amortized over the life of the Corporate Revolving Facility on an effective yield basis. As of September 30, 2020 and December 31, 2019, deferred financing costs related to the Corporate
Revolving Facility were $1,472 and $1,923, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.
The Corporate
Revolving Facility replaced the prior corporate revolving facility with Capital One, National Association, as Administrative Agent, Lead Arranger, Managing Agent and Committed Lender. The maximum principal amount of the prior corporate revolving
facility was $85,000, subject to availability under the borrowing base.
Borrowings under the prior corporate revolving facility bore interest at LIBOR
plus a 1.55% margin with no LIBOR floor. The Company paid unused facility fees of 0.20% per annum on committed but undrawn amounts under the prior corporate revolving facility. Interest was payable monthly in arrears. The Company paid down in
full and terminated the prior corporate revolving facility on August 20, 2019.
Unsecured Notes
On July 30, 2020, the Company completed a private offering of $50,000 aggregate principal amount of 5.95% senior unsecured notes due July 30, 2023
(the Unsecured Notes). The Unsecured Notes have a delayed draw feature. The initial issuance of $25,000 of Unsecured Notes closed July 30, 2020. The issuance of the remaining $25,000 of Unsecured Notes is expected to occur on or
before October 28, 2020.
The Unsecured Notes will mature on July 30, 2023 and may be redeemed in whole or in part, at the Companys option,
at any time or from time to time at par plus a make-whole premium, if applicable. Interest on the Unsecured Notes is due and payable semiannually in arrears on January 30 th and
July 30 th of each year, commencing on January 30, 2021. As of September 30, 2020, the Company was in compliance with the terms of the note purchase agreement governing the Unsecured
Notes.
Costs incurred in connection with issuing the Unsecured Notes were recorded as deferred financing costs and are being amortized over the life of
the Unsecured Notes on an effective yield basis. As of September 30, 2020 and December 31, 2019, deferred financing costs related to the Unsecured Notes were $481 and $0, respectively, and were included in debt on the Consolidated
Statements of Assets and Liabilities.
InterNotes ®
On January 31, 2020, in connection with the Alcentra Acquisition, the Company assumed direct unsecured fixed interest rate obligations or
InterNotes ® . The majority of InterNotes ® were issued by Alcentra Corporation between January 2015 and January 2016.
Each series of notes has been issued by a separate trust administered by U.S. Bank.
As of September 30, 2020, the outstanding InterNotes ® bear interest at fixed interest rates ranging between 6.25% and 6.75% and offer a variety of maturities ranging between February 15, 2021 and April 15, 2022.
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Table of Contents
Summary of Interest and Credit Facility Expenses
The summary information regarding the SPV Asset Facility, Corporate Revolving Facility, Unsecured Notes, Internotes ® , and prior corporate revolving facility for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2020
2019
2020
2019
Borrowing interest expense
$
2,913
$
3,188
$
9,942
$
8,654
Unused facility fees
221
59
557
161
Amortization of financing costs
370
277
985
691
Total interest and credit facility expenses
$
3,504
$
3,524
$
11,484
$
9,506
Weighted average outstanding balance
$
410,892
$
291,528
$
405,912
$
259,587
Note 7. Derivatives
The
Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Companys investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help mitigate its counterparty risk, the Company may enter into an
International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a
counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions
of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty,
if any, is included in the Consolidated Statement of Assets and Liabilities as due to/due from broker. There has been no cash collateral received or paid from the counterparty. The Company minimizes counterparty credit risk by only entering into
agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties. All of the forward contracts qualify as Level 2 financial instruments.
For the nine months ended September 30, 2020 and 2019, the Companys average USD notional exposure to foreign currency forward contracts was $34,052
and $21,866, respectively.
The following table sets forth the Companys net exposure to foreign currency forward contracts that are subject to ISDA
Master Agreements or similar agreements as of September 30, 2020 and December 31, 2019.
As of September 30, 2020 (in thousands):
Counterparty
Gross Amount
of Assets on
the Consolidated
Statements of
Assets
and
Liabilities
Gross Amount
of (Liabilities) on
the Consolidated
Statements
of
Assets and
Liabilities
Net Amount of Assets
or (Liabilities)
Presented on the
Consolidated
Statements
of
Assets and Liabilities
Collateral
(Received)
Pledged (1)
Net
Amounts (2)
Wells Fargo Bank, N.A.
$
1,835
$
(520
)
$
1,315
$
$
1,315
Total
$
1,835
$
(520
)
$
1,315
$
$
1,315
As of December 31, 2019 (in thousands):
Counterparty
Gross Amount
of Assets on
the Consolidated
Statements of
Assets
and
Liabilities
Gross Amount
of (Liabilities) on
the Consolidated
Statements of
Assets
and
Liabilities
Net Amount of Assets
or (Liabilities)
Presented on the
Consolidated
Statements of
Assets
and Liabilities
Collateral
(Received)
Pledged (1)
Net
Amounts (2)
Wells Fargo Bank, N.A.
$
758
$
(65
)
$
693
$
$
693
Total
$
758
$
(65
)
$
693
$
$
693
(1)
Amount excludes excess cash collateral paid.
(2)
Net amount represents the net amount due (to) from counterparty in the event of a default based on the
contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.
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The effect of transactions in derivative instruments to the Consolidated Statements of Operations for the
three and nine months ended September 30, 2020 and September 30, 2019 was as follows (in thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2020
2019
2020
2019
Net realized gain (loss) on foreign currency forward contracts
$
$
$
$
Net change in unrealized appreciation (depreciation) on foreign currency forward
contracts
(1,349
)
1,205
623
1,487
Total net realized and unrealized gains (losses) on foreign currency forward
contracts
$
(1,349
)
$
1,205
$
623
$
1,487
Note 8. Commitments, Contingencies and Indemnifications
The Companys investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments, which require the Company to
provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. Unfunded commitments to provide funds to portfolio companies are not reflected on the Companys Consolidated Statements of Assets
and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that the Company holds. Since these commitments may expire without being drawn upon, the
total commitment amount does not necessarily represent future cash requirements. As of September 30, 2020 and December 31, 2019, the Company had aggregated unfunded commitments totaling $66,024 and $82,745 including foreign denominated
commitments converted to USD at the balance sheet date, respectively, under loan and financing agreements.
As of September 30, 2020 and
December 31, 2019, the Company has the following unfunded commitments to portfolio companies (in thousands):
September 30, 2020
December 31, 2019
Commitment
Expiration
Date (1)
Unfunded
Commitment (2)
Commitment
Expiration
Date (1)
Unfunded
Commitment (2)
Senior Secured and Unitranche First Lien
Abode Healthcare, Inc.
8/28/2025
$
918
8/25/2025
$
862
Affinitiv, Inc.
8/26/2024
567
8/26/2024
850
Ameda, Inc.
9/29/2022
113
9/29/2022
113
Ansira Partners, Inc.
4/16/2020
322
Auto-Vehicle Parts, LLC
1/3/2023
600
1/3/2023
600
Avaap USA LLC
3/22/2023
650
Benesys, Inc.
10/5/2024
150
10/5/2024
102
BFC Solmetex LLC & Bonded Filter Co. LLC
11/16/2020
850
BFC Solmetex LLC & Bonded Filter Co. LLC
9/26/2023
240
C-4 Analytics, LLC
8/22/2023
600
8/22/2023
600
CAT Buyer, LLC
4/11/2024
550
4/11/2024
399
CC SAG Acquisition Corp.
9/9/2021
1,897
9/9/2021
2,128
CC SAG Acquisition Corp.
9/9/2025
1,050
9/9/2025
1,050
Centauri Health Solutions, Inc.
1/31/2022
1,575
Centria Subsidiary Holdings, LLC
12/09/2025
1,579
12/9/2025
1,974
Claritas, LLC
12/21/2023
187
12/21/2023
180
Colibri Group LLC
5/1/2025
1,000
5/1/2025
733
Consolidated Label Co., LLC
7/15/2026
650
52
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September 30, 2020
December 31, 2019
Commitment
Expiration
Date (1)
Unfunded
Commitment (2)
Commitment
Expiration
Date (1)
Unfunded
Commitment (2)
Continental Battery Company
1/15/2020
1,811
Continental Battery Company
12/14/2022
850
12/14/2022
170
COP Home Services Holdings, Inc.
5/13/2025
464
5/13/2025
464
CRA MSO, LLC
8/31/2020
1,000
CRA MSO, LLC
12/17/2023
120
12/17/2023
200
CRA MSO, LLC
5/13/2021
697
Crusoe Bidco Limited
12/2/2025
340
DFS Intermediate Holdings, LLC
9/18/2020
328
DFS Intermediate Holdings, LLC
3/31/2022
1,980
3/31/2022
336
EiKo Global, LLC
6/1/2023
450
6/1/2023
750
Empire Auto Parts, LLC
9/5/2024
400
9/5/2023
400
GrapeTree Medical Staffing, LLC
10/19/2022
450
10/19/2022
450
HCOS Group Intermediate III LLC
9/30/2026
900
Hepaco, LLC
8/18/2023
629
8/18/2023
257
Hepaco, LLC
10/15/2020
112
HGH Purchaser, Inc.
11/1/2021
1,845
11/1/2021
3,378
HGH Purchaser, Inc.
11/3/2025
828
11/3/2025
828
Hsid Acquisition, LLC
1/31/2026
750
ISS Compressors Industries, Inc.
2/5/2026
21
Integrity Marketing Acquisition, LLC
10/15/2020
333
Integrity Marketing Acquisition, LLC
2/29/2020
1,576
Integrity Marketing Acquisition, LLC
2/27/2021
3,095
Integrity Marketing Acquisition, LLC
8/27/2025
1,409
8/27/2025
1,409
Kestrel Parent, LLC
11/13/2023
871
11/13/2023
871
Learn-It Systems, LLC
3/18/2022
1,950
3/18/2022
2,288
Learn-It Systems, LLC
3/18/2025
600
3/18/2025
108
List Partners, Inc.
7/6/2022
156
List Partners, Inc.
1/5/2023
450
1/5/2023
450
Lightspeed Buyer, Inc.
8/3/2021
648
Mann Lake Ltd.
10/4/2024
456
Maroon Group, LLC
8/31/2022
1
8/31/2022
252
Midwest Industrial Rubber
12/2/2021
525
Manna Pro Products, LLC
12/8/2023
514
MRI Software LLC
2/10/2022
722
MRI Software LLC
2/10/2026
1,333
MRI Software LLC
2/10/2026
1,266
New Mountain Learning
3/16/2024
125
Omni Ophthalmic Management Consultants, LLC
7/10/2019
1,150
Omni Ophthalmic Management Consultants, LLC
9/22/2021
850
Omni Ophthalmic Management Consultants, LLC
5/31/2021
623
Ontario Systems, LLC
9/5/2021
1,100
9/5/2021
1,100
Ontario Systems, LLC
8/30/2025
400
8/30/2025
500
Pilot Air Freight, LLC
7/25/2020
1,200
Pilot Air Freight, LLC
7/25/2024
100
7/25/2024
100
Pinnacle Treatment Centers, Inc.
1/17/2022
457
53
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September 30, 2020
December 31, 2019
Commitment
Expiration
Date (1)
Unfunded
Commitment (2)
Commitment
Expiration
Date (1)
Unfunded
Commitment (2)
Pinnacle Treatment Centers, Inc.
12/31/2022
571
POC Investors, LLC
11/10/2021
625
11/10/2021
1,000
Potter Electric Signal Company
12/19/2021
1,123
12/19/2021
1,113
Potter Electric Signal Company
12/19/2022
519
Potter Electric Signal Company
12/19/2024
400
Prism Bidco, Inc.
6/25/2026
833
PT Network, LLC
11/30/2023
400
11/30/2023
400
Pye-Barker Fire & Safety, LLC
11/26/2021
3,750
Receivable Solutions, Inc.
10/1/2024
300
10/1/2024
270
Right Networks, LLC
11/4/2024
233
11/4/2024
233
Ruffalo Noel Levitz, LLC
5/29/2022
60
5/29/2022
300
Safco Dental Supply, LLC
6/14/2025
600
6/14/2025
600
Saturn Borrower Inc
9/30/2026
1,513
SavATree, LLC
6/2/2022
155
6/2/2020
745
SavATree, LLC
6/2/2022
550
6/2/2022
550
Seniorlink Incorporated
7/17/2026
682
Slickdeals Holdings, LLC
6/12/2023
727
6/12/2023
727
Smile Brands, Inc.
10/12/2020
191
10/12/2020
419
Smile Brands, Inc.
10/12/2023
300
10/12/2023
260
Smile Doctors LLC
7/30/2021
5,782
04/06/20
198
Smile Doctors LLC
10/6/2022
642
10/6/2022
170
Spear Education
2/3/2026
3,125
The Hilb Group, LLC
12/2/2021
762
12/2/2021
1,020
The Hilb Group, LLC
12/2/2025
109
Teaching Strategies LLC
5/14/2024
447
5/14/2024
447
Teal Acquisition Co., Inc
9/22/2026
1,642
Teal Acquisition Co., Inc
9/22/2026
974
Transportation Insight, LLC
12/18/2020
576
Transportation Insight, LLC
12/3/2024
112
12/3/2024
750
Tranzonic
3/27/2023
147
3/27/2023
550
Trinity Partners, LLC
2/21/2023
450
2/21/2023
450
Unifeye Vision Partners
9/13/2021
2,237
9/13/2021
3,050
Unifeye Vision Partners
9/13/2025
1,247
9/13/2025
1,473
UP Acquisition Corp
1/31/2020
1,624
UP Acquisition Corp
5/23/2024
859
5/23/2024
1,177
Winxnet Holdings LLC
6/29/2020
400
Winxnet Holdings LLC
6/29/2023
160
6/29/2023
320
Wrench Group LLC
4/30/2021
1,035
Crusoe Bidco Limited
12/5/2020
508
12/5/2020
2,977
Crusoe Bidco Limited
12/10/2025
552
12/10/2025
2,233
VetStrategy
7/31/2027
637
VetStrategy
7/31/2027
1,294
PharComp Parent B.V.
2/20/2026
1,971
2/20/2026
2,096
Total Senior Secured and Unitranche First Lien
65,024
72,613
Senior Secured Second Lien
NMN Holdings III Corp.
11/13/2020
1,667
Total Senior Secured Second Lien
1,667
LLC/LP Equity Interests
CBDC Senior Loan Fund LLC
$
1,000
$
6,000
GACP II LP
2,465
Total LLC/LP Equity Interests
1,000
8,465
Total
$
66,024
$
82,745
(1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and
certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2)
Unfunded commitments denominated in currencies other than USD have been converted to USD using the applicable
foreign currency exchange rate as of September 30, 2020 and December 31, 2019.
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As of September 30, 2020, the Company believes that there is sufficient assets and liquidity to
adequately cover future obligations under unfunded commitments. The cash and restricted cash balances, availability under the credit facilities and ongoing investment realizations are expected to provide sufficient liquidity. In addition, broadly
syndicated loans in the portfolio could be sold over a relatively short period to generate cash.
Other Commitments and Contingencies
In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general
indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the
Company; however, based on the Companys experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.
Note 9. Stockholders Equity
The Company authorized
200,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000 shares of its preferred stock with a par value of $0.001 per share. To date, no shares of preferred stock have been issued.
Between June 26, 2015, commencement of operations, and January 31, 2020, the date of Alcentra Acquisition, the Company entered into subscription
agreements (collectively, the Subscription Agreements) with several investors, including CCG LP, providing for the private placement of its common shares. Pursuant to the Subscription Agreements, between June 26, 2015 and
January 31, 2020, the Company issued 23,127,335 common shares for aggregate proceeds of $456,297, of which $10,000 was from CCG LP. Proceeds from the issuances were used to fund investing activities and for other general corporate purposes.
Additionally, on January 31, 2020, the Company issued 5,203,016 shares in connection with the Alcentra Acquisition. Upon closing of the Alcentra Acquisition, all unfunded commitments of stockholders subscribing in private offering were
terminated.
For the nine months ended September 30, 2020 and 2019, the Company issued 30,128 and 52,777 new common shares, respectively, in
connection with its dividend reinvestment plan.
The following table summarizes the Companys recent distributions declared:
Date Declared
Record Date
Payment Date
Amount Per Share
August 7, 2020
September 30, 2020
October 15, 2020
$
0.41
May 11, 2020
June 30, 2020
July 15, 2020
$
0.41
March 3, 2020
March 31, 2020
April 15, 2020
$
0.41
November 8, 2019
December 30, 2019
January 17, 2020
$
0.41
September 27, 2019
September 27, 2019
October 18, 2019
$
0.41
June 28, 2019
June 28, 2019
July 18, 2019
$
0.41
March 29, 2019
March 29, 2019
April 12, 2019
$
0.41
At September 30, 2020 and December 31, 2019, CCG LP owned 2.09% and 2.23%, respectively, of the outstanding common
shares of the Company.
Note 10. Earnings Per Share
In accordance with the provisions of ASC 260 Earnings per Share (ASC 260), basic earnings per share is computed by dividing earnings
available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted
basis. As of September 30, 2020 and December 31, 2019, there are no dilutive shares.
The following table sets forth the computation of the
weighted average basic and diluted net increase in net assets per share from operations for the following periods (in thousands):
For the three
months ended
September 30,
For the nine
months ended
September 30,
2020
2019
2020
2019
Net increase (decrease) in net assets resulting from operations
$
38,341
$
2,728
$
20,213
$
20,101
Weighted average common shares outstanding
28,167,360
18,810,099
27,518,708
16,341,911
Net increase (decrease) in net assets resulting from operations per common share-basic and
diluted
$
1.36
$
0.15
$
0.73
$
1.23
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Note 11. Income Taxes
As of September 30, 2020 and December 31, 2019, the Companys aggregate investment unrealized appreciation and depreciation for federal income
tax purposes was (in thousands):
As of
September
30, 2020
As of
December
31, 2019
Tax cost
$
1,000,208
$
730,999
Gross unrealized appreciation
$
30,282
$
14,809
Gross unrealized depreciation
(69,439
)
(19,277
)
Net unrealized investment depreciation
$
(39,157
)
$
(4,468
)
Note 12. Financial Highlights
Below is the schedule of financial highlights of the Company for the nine months ended September 30, 2020 and 2019 (in thousands, except share and per
share data):
For the nine months ended
September 30, 2020
For the nine months ended
September 30, 2019
Per Share
Data: (1)
Net asset value, beginning of period
$
19.50
$
19.43
Net investment income after tax
1.33
1.43
Net realized and unrealized gains (losses) on investments, asset acquisition and forward
contracts, net of taxes
(0.60
)
(0.20
)
Net increase (decrease) in net assets resulting from operations
0.73
1.23
Effect of equity issuances, net of share repurchases
0.07
0.06
Distributions declared from net investment
income (2)
(1.23
)
(1.23
)
Offering costs
(0.01
)
Total increase (decrease) in net assets
(0.43
)
0.05
Net asset value, end of period
$
19.07
$
19.48
Shares outstanding, end of period
28,167,360
19,549,661
Weighted average shares outstanding
27,518,708
16,341,911
Total return (3)
4.10
%
6.59
%
Ratio/Supplemental Data:
Net assets, end of period
$
537,090
$
380,823
Ratio of total net expenses to average net
assets (5)(6)
5.43
%
6.63
%
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net
assets (6)
2.25
%
2.54
%
Ratio of net investment income before taxes to average net assets (6)
10.29
%
10.10
%
Ratio of interest and credit facility expenses to average net assets (4)
3.18
%
4.10
%
Ratio of net incentive fees to average net
assets (4)
%
%
Ratio of portfolio turnover to average investments at fair value (7)
20.31
%
16.80
%
Asset coverage ratio
2.25
2.17
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Table of Contents
(1)
Based on actual number of shares outstanding at the end of the corresponding period or the weighted average
shares outstanding for the period, unless otherwise noted, as appropriate.
(2)
The per share data for distributions per share reflects the actual amount of distributions declared per share
for the applicable periods.
(3)
Total return based on net value is calculated as the change in net asset value per share plus declared
dividends per share during the respective periods, divided by the beginning net asset value per share. On an annualized basis, the period total returns on net asset value were 5.50% and 8.79%, respectively.
(4)
Annualized.
(5)
The ratio of total expenses to average net assets in the table above reflects the Advisers voluntary
waivers of its right to receive a portion of the management fees and income incentive fees with respect to the Companys ownership in GACP II. Excluding the effects of waivers, the ratio of total expenses to average net assets would have been
5.46% and 6.68% for the nine months ended September 30, 2020 and 2019, respectively.
(6)
Annualized except for organization expenses.
(7)
Not annualized.
Note 13. Alcentra Acquisition
On August 12, 2019,
the Company entered into an Agreement and Plan of Merger (as amended on September 27, 2019, the Merger Agreement) to acquire Alcentra Capital Corporation (Alcentra Capital) in a cash and stock transaction (the
Alcentra Acquisition).
In connection with the Alcentra Acquisition, which was completed on January 31, 2020, each share of Alcentra
Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition was converted into the right to receive from the Company, in accordance with the Merger Agreement, (a) approximately $1.50 per share
in cash consideration less $0.80 per share spillover dividend declared by Alcentra Capital, and (b) stock consideration at the fixed exchange ratio of 0.4041 shares, par value $0.001 per share, of the Companys common stock (the
Exchange Ratio) (and, if applicable, cash in lieu of fractional shares of the Companys common stock). The Exchange Ratio was fixed on the date of the Merger Agreement, and was not subject to adjustment based on changes in the
trading price of Alcentra Capitals common stock before the closing of the Alcentra Acquisition. Based on the number of shares of Alcentra Capital common stock outstanding on the date of the merger, approximately 5,203,016 of the Companys
shares of common stock were exchanged for approximately 12,875,566 outstanding shares of Alcentra Capital common stock, subject to adjustment in certain limited circumstances. Upon closing of the Alcentra Acquisition, all unfunded commitments of
stockholders subscribing in private offering were terminated.
Additionally, on August 12, 2019, the Company entered into an agreement with the
Adviser in connection with the Alcentra Acquisition. Under the terms of the Transaction Support Agreement, in connection with the consummation of the Alcentra Acquisition the Adviser (a) provided cash consideration of approximately $1.68 per
share of Alcentra Capital common stock, payable to Alcentra Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing, (b) entered into an amendment to the Investment Advisory Agreement to
(i) permanently reduce the management fee from 1.5% to 1.25%, (ii) increase the incentive fee hurdle from 6% to 7% annualized, (iii) waive a portion of the management fee from February 1, 2020 through July 31, 2021
after the transaction so that only 0.75% shall be charged for such time period, and (iv) waive the income based portion of the incentive fee from February 1, 2020 through July 31, 2021 after the transaction and (c) fund up to
$1,419 of expenses that the Company incurs in connection with completing the Alcentra Acquisition.
The merger of Alcentra Capital with and into Crescent
Capital BDC was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations-Related Issues. Accordingly, transaction expenses of $7,250, net of Adviser transaction support of $1,419, were included in total
consideration paid, and no goodwill was recognized.
In evaluating whether the merger was an asset acquisition or business combination, the Company
considered (i) whether substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets; and (ii) whether the set of acquired assets included at least
one substantive process. Since the acquired assets consisted of similar classes of financial assets, and since the Company did not acquire an organized workforce or other substantive processes in the transaction, it was deemed to be an asset
acquisition.
Total consideration paid by the Company, including transaction costs related to the merger, of $118,256 was allocated to the acquired assets
and assumed liabilities based upon their relative fair values as of the closing date, subject to the limitation that certain non-qualifying assets, including financial instruments, could not be assigned an amount greater than their fair
values. As a result of this limitation, total consideration paid by the Company exceeded the fair value of the net assets acquired by $3,825, which has been presented as a realized loss in the Companys Consolidated Statement of Operations for
the nine months ended September 30, 2020. The Company estimated the fair value of the assets acquired and liabilities assumed in accordance with ASC 820; the methodologies utilized to make these estimates were consistent with those used by the
Company in estimating the fair value of its own assets and liabilities.
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The following table summarizes the allocation of the purchase price to the assets acquired and liabilities
assumed as a result of the Alcentra Acquisition (in thousands):
Consideration Paid by the Company
Common stock issued by the
Company (1)
$
101,963
Cash Consideration paid by the Company
9,043
Transaction costs
7,250
Total Purchase Price
$
118,256
Assets (Liabilities) Acquired
Investment portfolio (2)
$
195,682
Cash
3,409
Portfolio receivables
1,003
Other receivable
395
InterNotes ®
(50,271
)
Secured credit facility
(34,558
)
Borrowing expense payable
(834
)
Other payables
(395
)
Net Assets Acquired
$
114,431
Realized loss on asset acquisition
$
3,825
(1)
Common stock consideration was issued at the Companys Net Asset Value of $19.60 at the date of the
Alcentra Acquisition.
(2)
Investments acquired were recorded at fair value at the date of the acquisition, which is also the
Companys initial cost basis.
Note 14. Stock Repurchase Program
On January 31, 2020, the Company entered into a $20,000 repurchase plan which allowed it to purchase shares in the open market any time the Companys
common stock trades below ninety percent (90%) of its most recently disclosed net asset value per share. The plan was subject to compliance with the Companys liquidity, covenant, leverage and regulatory requirements. Pursuant to the terms
of the repurchase plan, repurchases began on March 2, 2020. On April 9, 2020, the Companys Board of Directors unanimously approved the termination of the Companys stock repurchase program.
The following table summarizes share repurchases under the Companys stock repurchase program for the three and nine months ended September 30,
2020. There were no share repurchases for the three and nine months ended September 30, 2019 (in thousands, except share and per share data).
Three Months Ended
September 30, 2020
Three Months Ended
September 30, 2019
Nine Months Ended
September 30, 2020
Nine Months Ended
September 30, 2019
Dollar amount repurchased
$
$
$
2,208
$
Shares repurchased
192,415
Average price per share including commission
$
$
$
11.48
$
Weighted average discount to net asset value
40.89
% (1)
(1)
Weighted average discount is calculated using the December 31, 2019 proforma combined NAV of $19.42 per
share assuming the effect of the Alcentra Acquisition.
Note 15. Subsequent Events
The Companys management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than the
items below, there have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of September 30, 2020 and for
the nine months ended September 30, 2020.
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On October 21, 2020, Crescent Capital Group LP entered into a definitive agreement with Sun Life
Financial Inc. (together with its subsidiaries and joint ventures, Sun Life), whereby (i) Sun Life would acquire a majority interest in CCG LP and receive a call option to acquire the remaining interest in CCG LP approximately five
years from consummation of the transaction, and (ii) if Sun Life does not exercise such call option, CCG LP holders will have a put option to sell their remaining interests to Sun Life (the Transaction). Consummation of the
Transaction will result in Sun Life having at least a majority indirect ownership interest in Crescent Capital Advisors, LLC, the investment adviser of Crescent Capital BDC, Inc. Upon consummation of the Transaction, key senior management of CCG LP
are expected to continue to operate in the same capacity as prior to the Transaction. Additionally, Sun Life has advised CCG LP that it intends to purchase up to $10,000 of the BDCs common stock over time following the consummation of the
Transaction. The timing, manner, price and amount of any share purchases will be determined by Sun Life, in its discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and
other factors. Sun Life is not required to purchase any specific number of shares and it cannot be assured that any shares will be purchased by Sun Life.
If the Transaction is consummated, it will result in a change of control of CCG LP, which will result in an assignment of the current investment advisory
agreement between the Company and the Adviser under the Investment Company Act of 1940. As a result, the current investment advisory agreement will terminate upon completion of the Transaction, and the Companys stockholders will be asked to
approve a new investment advisory agreement between the Company and the Adviser. All terms are expected to remain unchanged from the current investment advisory agreement, except with respect to the initial term of the agreement. The consummation of
the Transaction is expected to occur in late 2020 and is subject to customary closing conditions and the receipt of any required regulatory approvals.
On
October 28, 2020, the Company drew the remaining $25,000 of $50,000 5.95% senior unsecured notes due July 30, 2023.
On November 3, 2020,
the Companys Board of Directors declared a regular cash dividend of $0.41 per share, which will be paid on or about January 15, 2021 to stockholders of record as of December 31, 2020.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the Cautionary Statement Regarding Forward Looking Statements set forth on page 1 of this Quarterly Report on Form 10-Q.
In this report, we, us, our and Company refer to Crescent Capital BDC, Inc. and its consolidated subsidiaries.
OVERVIEW
We are a specialty finance company focused on
lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (Inception). On January 30, 2020, we changed our state of incorporation from the State of Delaware to the
State of Maryland. We have elected to be treated as a BDC under the 1940 Act. In addition, we have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As such, we are required to comply with various
regulatory requirements, such as the requirement to invest at least 70% of our assets in qualifying assets, source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our
taxable income and tax-exempt interest.
We are managed by our investment adviser, Crescent Cap Advisors, LLC (the Adviser, and formerly, CBDC
Advisors, LLC), an investment adviser that is registered with the SEC under the 1940 Act. Our administrator, CCAP Administration LLC (the Administrator, and formerly, CBDC Administration, LLC) provides the administrative services
necessary for us to operate. Company management consists of investment and administrative professionals from the Adviser and Administrator along with our Board. The Adviser directs and executes our investment operations and capital raising
activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Adviser. The Board consists of six directors, four of whom are independent.
Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and
related equity investments. We seek to achieve our investment objectives by investing primarily in secured debt (including senior secured first lien, unitranche and senior secured second-lien debt) and unsecured debt (including senior unsecured,
mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or
private credit investments ( i.e. , private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated over-the-counter market ( i.e. , broadly syndicated loans
and bonds). Although our focus is to invest in less liquid private credit transactions, broadly syndicated loans and bonds are generally more liquid than and complement our private credit transactions.
First lien investments are senior loans on a lien basis to other liabilities in the issuers capital structure that have the benefit of a
first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets.
Unitranche first lien investments are loans that may extend deeper in a companys capital structure than traditional first lien debt and may
provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, we may find another lender to provide the first out portion of such loan and retain the last out portion of
such loan, in which case, the first out portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the last out portion that we would continue
to hold. In exchange for the greater risk of loss, the last out portion earns a higher interest rate.
Second lien investments are
loans with a second priority lien on the assets of the portfolio company. We obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of such loans. This collateral serves as collateral in
support of the repayment of these loans.
Mezzanine or unsecured debt investments are loans that generally rank senior to a
borrowers equity securities and junior in right of payment to such borrowers other indebtedness.
Alcentra Acquisition
On August 12, 2019, we entered into the Merger Agreement to acquire Alcentra Capital, in a cash and stock transaction. The board of directors of both
companies each unanimously approved the Alcentra Acquisition and on January 29, 2020, Alcentra Capitals stockholders approved the merger and our stockholders approved the issuance of shares of our common stock to Alcentra Capitals
stockholders.
On January 31, 2020, we completed the Alcentra Acquisition, pursuant to the terms and conditions of the Merger Agreement. To effect the
acquisition, Acquisition Sub merged with and into Alcentra Capital, with Alcentra Capital surviving the merger as our wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, Alcentra Capital consummated the Second
Merger, whereby it merged with and into us, with Crescent Capital BDC surviving the merger. Pursuant to the Merger Agreement, Alcentra Capital stockholders received the right to the following merger consideration in exchange for each share of
Alcentra Capital common stock outstanding immediately prior to January 31, 2020, (a) $3.1784 per share in cash consideration (less the $0.8000 final dividend declared by Alcentra Capital) and (b) stock consideration at the fixed
exchange ratio of 0.4041 shares of Common Stock. This resulted in our then-existing stockholders owning approximately 82% of us and Alcentra Capitals then-existing stockholders owning approximately 18% of us.
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The aggregate cash consideration was comprised of (i) $19.3 million in cash, or $1.5023 per share,
from us (less $10.3 million or $0.8000 per share in final dividends paid by Alcentra Capital on January 31, 2020) and (ii) $21.6 million in cash, or $1.6761 per share, in transaction support provided by the Adviser.
KEY COMPONENTS OF OPERATIONS
Investments
We expect our investment activity to vary substantially from period to period depending on many factors, the general economic environment, the amount of
capital we have available to us, the level of merger and acquisition activity for middle-market companies, including the amount of debt and equity capital available to such companies and the competitive environment for the type of investments we
make. In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.
We may not invest in any assets other than qualifying assets specified in the 1940 Act, unless, at the time the investments are made, at least 70%
of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in eligible portfolio companies. Pursuant to rules adopted by the SEC, eligible portfolio companies include
certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
The Investment Adviser
Our investment activities are
managed by the Adviser, which is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and
monitoring our investments and portfolio companies on an ongoing basis. The Adviser has entered into a resource sharing agreement with Crescent Capital Group LP (CCG LP), pursuant to which CCG LP provides the Adviser with experienced
investment professionals (including the members of the Advisers investment committee) and access to the resources of CCG LP so as to enable the Adviser to fulfill its obligations under the Investment Advisory Agreement. Through the resource
sharing agreement, the Adviser intends to capitalize on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of CCG LPs investment professionals.
Revenues
We generate revenue primarily in the form of
interest income on debt investments, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or
accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is
recorded as interest or dividend income, as applicable.
Dividend income from common equity securities is recorded on the record date for private portfolio
companies or on the ex-dividend date for publicly-traded portfolio companies. Dividend income from preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to
be collected.
We may receive other income, which may include income such as consent, waiver, amendment, underwriting, and arranger fees associated with
our investment activities as well as any fees for managerial assistance services rendered to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.
We also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount and market discount or premium are
capitalized, and we accrete or amortize such amounts into income over the life of the loan using the effective yield method.
Expenses
Our primary operating expenses include the payment of management fees and incentive fees to the Adviser under the Investment Advisory Agreement, as amended,
our allocable portion of overhead expenses under the administration agreement with our Administrator (the Administration Agreement), operating costs associated with our sub-administration agreement with State Street Bank and Trust
Company and other operating costs described below. The management and incentive fees compensate the Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and
expenses of our operations and transactions, including:
the cost of calculating our net asset value, including the cost of any third-party valuation services;
fidelity bond, directors and officers liability insurance and other insurance premiums;
fees and expenses associated with independent audits and outside legal costs;
independent directors fees and expenses;
administration fees and expenses, if any, payable under the Administration Agreement (including payments based
upon our allocable portion of the Administrators overhead in performing its obligations under the Administration Agreement, rent and the allocable portion of the cost of certain professional services provided to us, including but not limited
to, our compliance professionals, our legal counsel and other professionals);
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U.S. federal, state and local taxes;
the cost of effecting sales and repurchases of shares of our common stock and other securities;
fees payable to third parties relating to making investments, including out-of-pocket fees and expenses
associated with performing due diligence and reviews of prospective investments;
out-of-pocket fees and expenses associated with marketing efforts;
federal and state registration fees and any stock exchange listing fees;
brokerage commissions;
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S.
federal and state securities laws;
debt service and other costs of borrowings or other financing arrangements; and
all other expenses reasonably incurred by us in connection with making investments and administering our
business.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during
periods of asset growth and to increase during periods of asset declines.
Leverage
Our financing facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of
increasing our yield. This is known as leverage and could increase or decrease returns to our stockholders. The use of leverage involves significant risks.
In accordance with applicable SEC staff guidance and interpretations, effective May 5, 2020 with shareholder approval, we, as a BDC, are permitted to
borrow amounts such that our asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. Short-term credits necessary for the settlement of securities transactions and
arrangements with respect to securities lending will not be considered borrowings for these purposes. The amount of leverage that we employ depends on our Advisers and our Boards assessment of market conditions and other factors at the
time of any proposed borrowing.
PORTFOLIO INVESTMENT ACTIVITY
We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated
loans and minority equity securities of U.S. middle market companies. The size of our individual investments will vary proportionately with the size of our capital base. We generally invest in securities that have been rated below investment grade
by independent rating agencies or that would be rated below investment grade if they were rated. These securities have speculative characteristics with respect to the issuers capacity to pay interest and repay principal. In addition, many of
our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity.
As of
September 30, 2020 and December 31, 2019, our portfolio at fair value was comprised of the following:
($ in millions)
September 30, 2020
December 31, 2019
Investment Type
Fair Value
Percentage
Fair Value
Percentage
Senior Secured First Lien
$
375.5
39.1%
$
351.3
48.3%
Unitranche First Lien
362.0
37.7
218.3
30.1
Unitranche First Lien Last Out
15.0
1.5
16.2
2.2
Senior Secured Second Lien
99.3
10.3
58.9
8.1
Unsecured Debt
2.2
0.2
7.4
1.0
Equity & Other
53.6
5.6
21.4
3.0
LLC/LP Equity Interests
53.5
5.6
53.0
7.3
Total investments
$
961.1
100.0%
$
726.5
100.0%
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The following table shows our investment activity by investment type:
($ in millions)
For the Three Months Ended
For the Nine Months Ended
September 30, 2020
September 30, 2019
September 30, 2020 (1)
September 30, 2019
New investments committed at cost:
Senior Secured First Lien
$
30.4
$
30.0
$
79.2
$
115.6
Unitranche First Lien
51.6
66.1
129.1
114.1
Unitranche First Lien Last Out
16
Senior Secured Second Lien
9.4
4.4
Unsecured Debt
Equity & Other
2.1
1.9
2.1
2.5
LLC/LP Equity Interests
14
8.5
44.9
Total
$
84.1
$
112.3
$
228.3
$
297.5
Proceeds from investments sold or repaid:
Senior Secured First Lien
$
26.3
$
8.3
$
127.2
$
46.7
Unitranche First Lien
3.9
16.3
27.3
17.2
Unitranche First Lien Last Out
0.1
0.2
16.7
Senior Secured Second Lien
10.1
13.5
18.8
13.5
Unsecured Debt
6.6
6.6
Equity & Other
0.2
0.4
0.2
LLC/LP Equity Interests
0.8
0.0
1.8
2.8
Total
$
47.7
$
38.5
$
182.3
$
97.1
Net increase (decrease) in portfolio
$
36.4
$
73.8
$
46.0
$
200.4
(1)
Excludes $195.7 million of assets at cost acquired in connection with the Alcentra Acquisition. The asset
acquired, at cost, were comprised of $82.2 million of senior secured first lien, $45.0 million of unitranche first lien, $53.0 million of senior secured second lien, $1.2 million of unsecured debt and $14.3 million of equity
investments.
The following table presents certain selected information regarding our investment portfolio as of September 30, 2020
and December 31, 2019:
September 30, 2020
December 31, 2019
Weighted average yield on income producing securities (at cost) (1)
7.9%
8.1% (2)
Percentage of debt bearing a floating rate (at fair value)
98.0%
97.9%
Percentage of debt bearing a fixed rate (at fair value)
2.0%
2.1%
Number of portfolio companies
128
98
(1)
Yield excludes investments on non-accrual status.
(2)
Prior period updated to conform to current period methodology.
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The following table shows the amortized cost of our performing and non-accrual debt and income producing
debt securities as of September 30, 2020 and December 31, 2019.
($ in millions)
September 30, 2020
December 31, 2019
Amortized Cost
Percentage
Amortized Cost
Percentage
Performing
$
850.6
96.2%
$
645.4
98.1%
Non-accrual
33.4
3.8
12.6
1.9
Total income producing debt securities
$
884.0
100.0%
$
658.0
100.0%
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected
in full. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in managements judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if
the loan has sufficient collateral value and is in the process of collection.
As of September 30, 2020, we had investments in four portfolio
companies with seven investment positions on non-accrual status, which represented 3.8% and 2.1% of the total debt investments at cost and fair value, respectively. As of December 31, 2019, we had investments in one portfolio company with three
investment positions on non-accrual status, which represented 1.9% and 1.0% of total debt investments at cost and fair value, respectively. The remaining debt investments were performing and current on their interest payments as of
September 30, 2020 and December 31, 2019.
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial
trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our
investments, which may include the following:
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
review of monthly and quarterly financial statements and financial projections for portfolio companies.
contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss
financial position, requirements and accomplishments;
comparisons to other companies in the industry; and
possible attendance at, and participation in, board meetings.
As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each
investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
1
Involves the least amount of risk in our portfolio. The investment/borrower is performing above expectations
since investment, and the trends and risk factors are generally favorable, which may include the financial performance of the borrower or a potential exit.
2
Involves an acceptable level of risk that is similar to the risk at the time of investment. The
investment/borrower is generally performing as expected, and the risk factors are neutral to favorable.
3
Involves an investment/borrower performing below expectations and indicates that the investments risk has
increased somewhat since investment. The borrowers loan payments are generally not past due and more likely than not the borrower will remain in compliance with debt covenants. An investment rating of 3 requires closer monitoring.
4
Involves an investment/borrower performing materially below expectations and indicates that the loans
risk has increased materially since investment. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due). Placing loans on non-accrual status
should be considered for investments rated 4.
5
Involves an investment/borrower performing substantially below expectations and indicates that the loans
risk has substantially increased since investment. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and the fair market value of the loan should
be reduced to the anticipated recovery amount. Loans with an investment rating of 5 should be placed on non-accrual status.
The
following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of September 30, 2020 and December 31, 2019. Investment performance ratings are accurate only as of those dates
and may change due to subsequent developments relating to a portfolio companys business or financial condition, market conditions or developments, and other factors.
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($ in millions)
September 30, 2020
December 31, 2019
Investment Performance Rating
Investments at
Fair Value
Percentage of
Total Portfolio
Investments at
Fair Value
Percentage of
Total Portfolio
1
$
1.3
0.1%
$
19.1
2.6%
2
761.8
79.3
653.1
89.9
3
180.2
18.7
47.8
6.6
4
17.8
1.9
6.5
0.9
5
Total
$
961.1
100.0%
$
726.5
100.0%
RESULTS OF OPERATIONS
Operating results for the three and nine months ended September 30, 2020 and 2019 were as follows:
($ in millions)
For the three months ended
For the nine months ended
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Total investment income
$
18.7
$
14.8
$
56.8
$
38.8
Total net expenses
6.5
5.7
20.1
15.4
Net investment income
$
12.2
$
9.1
$
36.7
$
23.4
Net realized gain (loss) on
investments (1)
(0.5
)
(0.0
)
(1.7
)
(0.5
)
Net unrealized appreciation (depreciation) on
investments (1)(2)
26.8
(6.4
)
(11.1
)
(2.3
)
Net realized and unrealized gains (losses) on investments
$
26.3
$
(6.4
)
$
(12.8
)
$
(2.8
)
Realized loss on asset acquisition
(3.8
)
Benefit/(Provision) for taxes on unrealized appreciation
(depreciation) on investments
(0.2
)
(0.0
)
0.1
(0.5
)
Net increase (decrease) in net assets resulting from operations
$
38.3
$
2.7
$
20.2
$
20.1
(1)
Includes gains and losses related to foreign currency transactions and translation.
(2)
Includes gains and losses related to foreign currency forward contracts
Investment Income
($ in millions)
For the three months ended
For the nine months ended
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Interest from investments
$
17.5
$
12.8
$
52.2
$
34.7
Dividend Income
1.2
1.9
3.6
3.4
Other income
0.1
1.0
0.7
Total
$
18.7
$
14.8
$
56.8
$
38.8
Interest income, which includes amortization of upfront fees, increased from $12.8 million for the three months ended
September 30, 2019 to $17.5 million for the three months ended September 30, 2020, due to an increase in the size of our portfolio related to the Alcentra Acquisition and organic net deployment. Included in interest from investments
for the three months ended September 30, 2020 and September 30, 2019 are $0.3 million and $0.7 million in accelerated accretion of OID, respectively.
Dividend income decreased from $1.9 million for the three months ended September 30, 2019 to $1.2 million for the three months ended
September 30, 2020 due to lower dividends declared by the Senior Loan Fund and GACP II LP. Other income which includes amendment fees, amortization of loan administration fees earned as the administration agent, and other miscellaneous fee
income, decreased from $0.1 million for the three months ended September 30, 2019 to $0 for the three months ended September 30, 2020.
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Interest income, which includes amortization of upfront fees, increased from $34.7 million for the nine
months ended September 30, 2019 to $52.2 million for the nine months ended September 30, 2020, due to an increase in the size of our portfolio related to the Alcentra Acquisition and organic net deployment. Included in interest from
investments for the nine months ended September 30, 2020 and September 30, 2019 are $1.6 million and $1.3 million in accelerated accretion of OID, respectively.
Dividend income increased from $3.4 million for the nine months ended September 30, 2019 to $3.6 million for the nine months ended
September 30, 2020 due to higher dividend payments received from our equity investments. Other income which includes amendment fees, amortization of loan administration fees earned as the administration agent, and other miscellaneous fee
income, increased from $0.7 million to $1.0 million for the nine months ended September 30, 2019 and 2020.
Expenses
($ in millions)
For the three months ended
For the nine months ended
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Interest and debt financing costs
$
3.5
$
3.5
$
11.5
$
9.5
Management fees
2.9
2.5
8.3
6.6
Incentive fees
2.1
1.4
6.3
3.5
Professional fees
0.4
0.2
1.1
0.6
Directors fees
0.1
0.1
0.3
0.2
Other general and administrative expenses
0.7
0.7
1.8
1.7
Total expenses
$
9.7
$
8.4
$
29.3
$
22.1
Management fee waiver
(1.2
)
(1.3
)
(3.4
)
(3.2
)
Incentive fee waiver
(2.1
)
(1.4
)
(6.3
)
(3.5
)
Net expenses
$
6.4
$
5.7
$
19.6
$
15.4
Income and excise taxes
0.1
0.0
0.5
0.0
Total
$
6.5
$
5.7
$
20.1
$
15.4
Interest and Credit Facility Expenses
Interest and debt financing costs include interest, amortization of deferred financing costs, upfront commitment fees and unused fees on our credit facilities.
Interest and debt financing costs remained unchanged at $3.5 million for the three months ended September 30, 2019 and 2020. The debt outstanding increased from $323.2 million as of September 30, 2019 to $426.9 million as of
September 30, 2020. The increase in the debt outstanding was offset by a decrease in the weighted average interest rate (including deferred upfront financing costs and unused fees) from 4.3% as of September 30, 2019 to 3.1% as of
September 30, 2020, primarily driven by a decline in benchmark rates.
Interest and debt financing costs increased from $9.5 million for the nine
months ended September 30, 2019 to $11.5 million for the nine months ended September 30, 2020. This increase was primarily due to an increase in the debt outstanding in connection with the Alcentra Acquisition from $323.2 million as
of September 30, 2019 to $426.9 million as of September 30, 2020. The increase in the debt outstanding was partially offset by the average interest rate (including deferred upfront financing costs) decreasing from 4.3% as of
September 30, 2019 to 3.1% as of September 30, 2020, primarily driven by a decline in benchmark rates.
Investment Advisory Agreements
On June 2, 2015, we entered into an investment advisory agreement with the Adviser (the Investment Advisory Agreement), which was
subsequently replaced by the Amended and Restated Investment Advisory Agreement (together with the Investment Advisory Agreement, the Advisory Agreements), which was approved by our stockholders on January 29, 2020 in connection
with the Alcentra Acquisition. Under the terms of the Amended and Restated Investment Advisory Agreement, the Adviser provides investment advisory services to us and our portfolio investments. The Advisers services under the Amended and
Restated Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to us are not impaired. Under the terms of the Advisory Agreements, the Adviser is entitled to
receive a base management fee and may also receive incentive fees, as discussed below.
Base Management Fee (prior to February 1, 2020)
Prior to February 1, 2020, pursuant to the Investment Advisory Agreement, the base management fee was calculated and payable quarterly in arrears at an
annual rate of 1.50% of our gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The base management fee was calculated based on the average value of gross assets at the end of the two
most recently completed calendar quarters, and appropriately adjusted for share issuances or repurchases during the current calendar quarter.
Under the
Investment Advisory Agreement, the Adviser agreed to waive its right to receive management fees in excess of the sum of (i) 0.25% of the aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash
and cash equivalents (including capital drawn to pay our expenses) during the period prior to February 3, 2020, the date of the our qualified initial public offering, as defined by the Investment Advisory Agreement (Qualified IPO).
The listing of our Common Stock on NASDAQ on February 3, 2020 qualified as a Qualified IPO. The Adviser is not permitted to recoup any waived amounts at any time.
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New Base Management Fee (effective February 1, 2020)
Effective February 1, 2020, pursuant to the Amended and Restated Investment Advisory Agreement, the base management fee is calculated and payable
quarterly in arrears at an annual rate of 1.25% of our gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The base management fee is calculated based on the average value of gross
assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.
In addition, under the terms of the Amended and Restated Advisory Agreement, the Adviser agreed to waive a portion of the management fee from February 1,
2020 through July 31, 2021 after the closing of the Alcentra Acquisition so that only 0.75% shall be charged for such time period. The Adviser is not permitted to recoup any waived amounts at any time.
For the three and nine months ended September 30, 2020, we incurred management fees of $1.7 and $4.9 million, respectively, which are net of waived
amounts, of $1.2 and $3.4 million, respectively, of which $1.7 million was payable at September 30, 2020. For the three and nine months ended September 30, 2019, we incurred management fees of $1.2 and $3.4 million,
respectively, which are net of waived amounts, of $1.3 and $3.2 million respectively, of which $1.2 million was payable at September 30, 2019.
The Adviser has voluntarily waived its right to receive management fees on our investment in GACP II LP for any period in which GACP II LP remains in the
investment portfolio. For the three and nine months ended September 30, 2020, $0.0 and $0.1 million, respectively, of management fees waived were attributable to our investment in GACP II LP. For the three and nine months ended
September 30, 2019, $0.0 and $0.1 million, respectively, of management fees waived were attributable to our investment in GACP II LP. These amounts are excluded from the management fee waived amounts above.
Incentive Fee (prior to February 1, 2020)
Under the
Investment Advisory Agreement, the Incentive Fee consisted of two parts. The first part, the income incentive fee, was calculated and payable quarterly in arrears and equaled (a) 100% of the excess of the pre-incentive fee net investment income
for the immediately preceding calendar quarter, over a preferred return of 1.5% per quarter (6.0% annualized) (the Hurdle), and a catch-up feature until the Adviser received 15% of the pre-incentive fee net investment income for the
current quarter up to 1.7647% (the Catch-up), and (b) 15% of all remaining pre-incentive fee net investment income above the Catch-up.
The second part, the capital gains incentive fee, was determined and payable in arrears as of the end of each fiscal year at a rate of 15.0% of our realized
capital gains, if any, on a cumulative basis from Inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid
capital gain incentive fees.
At the 2018 Annual Meeting of Stockholders, in connection with the extension of the deadline to consummate a Qualified IPO,
the Adviser agreed to waive its rights under the Investment Advisory Agreement to (i) the income incentive fee and (ii) the capital gain incentive fee for the period from April 1, 2018 through February 1, 2020.
Incentive Fee (effective February 1, 2020)
Under the
Amended and Restated Investment Advisory Agreement, the Incentive Fee consists of two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears and (a) equals 100% of the excess of the pre-incentive fee net
investment income for the immediately preceding calendar quarter, over a preferred return of 1.75% per quarter (7.0% annualized) (the Hurdle), and a catch-up feature until the Adviser has received 17.5%, of the pre-incentive fee net
investment income for the current quarter up to 2.1212% (the Catch-up), and (b) 17.5% of all remaining pre-incentive fee net investment income above the Catch-up.
In addition, under the terms of the Amended and Restated Investment Advisory Agreement, the Adviser agreed to waive the income based portion of the incentive
fee from February 1, 2020 through July 31, 2021. Once the Adviser begins to earn income incentive fees, the Adviser will voluntarily waive the income incentive fees attributable to the investment income accrued by us as a result of our
investment in GACP II.
The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year at a rate
of 17.5% of our realized capital gains, if any, on a cumulative basis from Inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount
of any previously paid capital gain incentive fees.
Since the Qualified IPO occurred on a date other than the first day of a calendar quarter, the income
incentive fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after a Qualified IPO based on the number of days in such calendar quarter before and after the Qualified IPO. For
the avoidance of doubt, such capital gains incentive fee shall be equal to 15.0% of our realized capital gains on a cumulative basis from Inception through the day before the Qualified IPO, computed net of all realized capital losses and unrealized
capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following the Qualified IPO, solely for the purposes of calculating the capital gains incentive fee, we will be deemed to have
previously paid capital gains incentive fees prior to a Qualified IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to the Qualified IPO by
(b) the percentage obtained by dividing (x) 17.5% by (y) 15.0%. In the event that the Amended and Restated Investment Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated
as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.
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Pre-incentive fee net investment income means interest income, dividend income and any other income
(including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during each calendar
quarter, minus operating expenses for such quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or preferred stock, but
excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with PIK interest, preferred stock with
PIK dividends and zero coupon securities), accrued income that the we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or
depreciation. Pre-incentive fee net investment income will be compared to a Hurdle Amount equal to the product of (i) the Hurdle rate of 1.50% or 1.75% per quarter, 6.00% or 7.00% annualized, prior to and effective
February 1, 2020, respectively, and (ii) our net assets (defined as total assets less indebtedness, before taking into account any incentive fees payable during the period), at the end of the immediately preceding calendar quarter, subject
to a catch-up provision incurred at the end of each calendar quarter.
For the three months ended September 30, 2020 and 2019, we
incurred income incentive fees of $2.1 million and $1.4 million, of which $2.1 million and $1.4 million were waived. For the nine months ended September 30, 2020 and 2019, we incurred income incentive fees of
$6.3 million and $3.5 million, of which $6.3 million and $3.5 million were waived. $0 was payable at September 30, 2020 and 2019, respectively.
GAAP Incentive Fee on Cumulative Unrealized Capital Appreciation
We accrue, but do not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, we are required to
accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive
Fee based on capital gains, we consider the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though
such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Amended and Restated Investment Advisory Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and
losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 15% (pre February 3, 2020) or 17.5% (effective
February 3, 2020) of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such
unrealized capital appreciation will be realized in the future.
For the three and nine months ended September 30, 2020 and 2019, we accrued no
incentive fee on cumulative unrealized capital appreciation.
Professional Fees and Other General and Administrative Expenses
Professional fees generally include expenses from independent auditors, tax advisors, legal counsel and third party valuation agents. Other general and
administrative expenses generally include expenses from the sub-administration agreement, insurance premiums, overhead and staffing costs allocated from the Administrator and other miscellaneous general and administrative costs associated with our
operations and investment activity. Professional fees increased from $0.2 million for the three months ended September 30, 2019 to $0.4 million for the three months ended September 30, 2020, while other general and administrative
expenses remained unchanged at $0.7 for the three months ended September 2019 and 2020. The net increase in expenses was due to an increase in costs associated with servicing a growing investment portfolio. Professional fees increased from
$0.6 million for the nine months ended September 30, 2019 to $1.1 million for the nine months ended September 30, 2020, while other general and administrative expenses increased from $1.7 million for the nine months ended
September 30, 2019 to $1.8 million for the nine months ended September 30, 2020. The net increase in expenses was due to an increase in costs associated with servicing a growing investment portfolio.
Organization expenses
We agreed to repay the Adviser for
initial organization costs and equity offering costs incurred prior to the commencement of our operations up to a maximum of $1.5 million on a pro rata basis over the first $350.0 million of invested capital not to exceed 3 years from the
initial capital commitment on June 26, 2015. The initial 3 year term was later extended to June 30, 2019, with shareholder approval. To the extent such costs related to equity offerings, these costs were charged as a reduction of capital
upon the issuance of common shares. To the extent such costs related to organization costs, these costs were expensed in the Consolidated Statements of Operations upon the issuance of common shares. The Adviser was responsible for organization and
private equity offerings costs in excess of $1.5 million. During the reimbursement period which began on June 26, 2015 and expired on June 30, 2019, the Adviser had allocated to us $0.8 million of equity offering costs and
$0.6 million of organization costs.
Income Tax Expense, Including Excise Tax
We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC,
we must generally (among other requirements) timely distribute to our stockholders at least 90% of our investment company taxable income, as defined by the Code, for each year. In order to maintain our RIC status, we intend to make the requisite
distributions to our stockholders which will generally relieve us from corporate-level income taxes.
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In order to not to be subject to federal excise taxes, we must distribute annually an amount at least equal
to the sum of (i) 98% of our ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of our net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from
preceding years. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as
required. If we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax on estimated excess taxable income as such taxable income is
earned. For the three months ended September 30, 2020 and 2019, we expensed an excise tax of $0.1 million and $0.0 million, respectively, of which $0.1 million and $0.0 million remained payable, respectively. For the nine
months ended September 30, 2020 and 2019, we expensed an excise tax of $0.5 million and $0.0 million, respectively, of which $0.3 million and $0.0 million remained payable, respectively.
Net Realized and Unrealized Gains and Losses
We value our
portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation (depreciation) on investments. For the three and nine months ended September 30, 2020 and 2019, net realized gains (losses) and net unrealized
appreciation (depreciation) on our investment portfolio were comprised of the following:
($ in millions)
For the three months ended
For the nine months ended
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Realized losses on non-controlled and non-affiliated investments
$
(0.0
)
$
(0.2
)
(1.5
)
$
(0.5
)
Realized gains on non-controlled and non-affiliated investments
0.0
0.1
0.4
0.1
Realized losses on foreign currency transactions
(0.0
)
(0.0
)
(0.3
)
(0.1
)
Realized gains on foreign currency transactions
0.0
0.1
0.2
Realized losses on non-controlled and affiliated investments
(1.8
)
(1.8
)
Realized gains on non-controlled and affiliated investments
1.3
1.3
Realized losses on controlled and affiliated investments
Realized gains on controlled and affiliated investments
Net realized gains (losses) on investments
$
(0.5
)
$
(0.0
)
$
(1.7
)
$
(0.5
)
Change in unrealized depreciation on non-controlled and non-affiliated investments
$
$
(6.2
)
$
(21.6
)
$
(7.3
)
Change in unrealized appreciation on non-controlled and non-affiliated investments
18.2
0.8
4.5
Change in unrealized depreciation on foreign currency translation
(0.3
)
(1.4
)
(0.5
)
(1.3
)
Change in unrealized appreciation on foreign currency translation
0.6
0.0
0.5
0.4
Change in unrealized depreciation on non-controlled and affiliated investments
(0.0
)
(0.4
)
Change in unrealized appreciation on non-controlled and affiliated investments
6.2
15.0
0.6
Change in unrealized depreciation on controlled and affiliated investments
(5.5
)
(0.7
)
Change in unrealized appreciation on controlled and affiliated investments
3.4
0.0
Change in unrealized depreciation on foreign currency forwards
(1.3
)
(0.1
)
Change in unrealized appreciation on foreign currency forwards
1.2
0.7
1.5
Net unrealized appreciation (depreciation)
$
26.8
$
(6.4
)
$
(11.1
)
$
(2.3
)
Realized loss on asset acquisition
(3.8
)
Net realized and unrealized gains (losses) on investments and asset acquisition
$
26.3
$
(6.4
)
$
(16.6
)
$
(2.8
)
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For the three and nine months ended September 30, 2020 as compared to the three and nine months ended
September 30, 2019, the change in unrealized depreciation on debt and equity investments was largely due to increased market volatility resulting from the COVID-19 pandemic and a subsequent recovery.
Hedging
We may, but are not required to, enter into
interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks. Generally, we do not intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements
entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which are in compliance with applicable legal and regulatory requirements, may include the use of various
instruments, including futures, options and forward contracts. We bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be
successful.
During the nine months ended September 30, 2020 and September 30, 2019, our average U.S. Dollar notional exposure to foreign
currency forward contracts were $34.1 million and $21.9 million, respectively.
Senior Loan Fund
The Senior Loan Fund, an unconsolidated limited liability company, was formed on September 26, 2018 and commenced operations in February 2019. We invest
together with Masterland through the Senior Loan Fund. Masterland is a wholly owned subsidiary of China Orient Asset Management (International) Holding Limited (HK). The Senior Loan Funds principal purpose is to make investments in broadly
syndicated bank loans, either directly or indirectly through its wholly owned subsidiary, CBDC Senior Loan Sub LLC. We along with Masterland, have each subscribed to fund $40.0 million. Except under certain circumstances, contributions to the
Senior Loan Fund cannot be redeemed. The Senior Loan Fund is managed by a four member board of managers, on which we and Masterland have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of
managers. Since we do not have a controlling financial interest in the Senior Loan Fund, it is not consolidated. The Senior Loan Fund is an investment company and measured using the net asset value per share as a practical expedient for fair value.
We along with Masterland had subscribed to fund and contributed the following to the Senior Loan Fund:
($ in millions)
September 30, 2020
December 31, 2019
Member
Subscribed
to fund
Contributed
Unfunded
Commitment
Subscribed
to fund
Contributed
Unfunded
Commitment
Company
$
40.0
$
39.0
$
1.0
$
40.0
$
34.0
$
6.0
Masterland
40.0
39.0
1.0
40.0
34.0
6.0
Total
$
80.0
$
78.0
$
2.0
$
80.0
$
68.0
$
12.0
The Senior Loan Fund is capitalized pro rata with LLC equity interest as transactions are completed. The Senior Loan Fund has
a revolving credit facility with Royal Bank of Canada (the RBC Facility), as amended, which permitted up to $300.0 million of borrowings as of September 30, 2020. Borrowings under the RBC Facility are secured by all assets of
CBDC Senior Loan Sub LLC. The interest rate on the credit facility is London Interbank Offered Rate (LIBOR), with no LIBOR floor, plus margin, which ranges between 1.25% and 1.45% based on pricing of the pledged collateral.
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Below is a summary of the Senior Loan Funds portfolio as of September 30, 2020 and
December 31, 2019:
($ in millions)
As of
September 30, 2020
As of
December 31, 2019
Total senior secured debt, at par
$
291.6
$
275.6
Total senior secured debt, at fair value
$
278.7
$
275.1
Weighted average current interest rate on senior secured debt (1)
3.4
%
4.9
%
Number of borrowers in the Senior Loan Funds portfolio
191
169
Largest loan to a single borrower
$
3.5
$
3.5
Senior Secured First Lien investments as a % of total investments, at fair value
100
%
100.0
%
United States based investments as a % of total investments, at fair value
90.7
%
89.7
%
Non-accrual investments as % of total investment, at cost
0.0
%
0.0
%
(1)
Computed as (a) the annual stated interest rate on accruing senior secured debt, divided by (b) total
senior secured debt at par amount, excluding fully unfunded commitments.
Below is selected balance sheet information for the Senior
Loan Fund as of September 30, 2020 and December 31, 2019:
($ in millions)
As of
September 30, 2020
(Unaudited)
As of
December 31,
2019
Selected Balance Sheet Information:
Total investments, at fair value
$
278.7
$
275.1
Cash and cash equivalents
8.9
7.9
Other assets
6.2
6.7
Total assets
$
293.8
$
289.7
Debt (net of deferred financing costs of $0.2 and $0.2 million, respectively)
$
212.8
$
205.8
Other liabilities
13.1
15.0
Total liabilities
$
225.9
$
220.8
Members Capital
67.9
68.9
Total liabilities and members capital
$
293.8
$
289.7
Below is selected statements of operations information for the Senior Loan Fund for the three and nine months ended
September 30, 2020 and September 30, 2019:
($ in millions)
For the three
months ended
September 30,
For the nine
months ended
September 30,
2020
2019
2020
2019
Selected Statements of Operations Information:
Total investment income
$
2.7
$
3.8
$
8.9
$
5.9
Expenses
Interest and other debt financing costs
1.0
1.9
3.7
2.7
Professional fees
0.0
0.0
0.0
0.1
Other general and administrative expenses
0.1
0.1
0.3
0.2
Total expenses
1.1
2.0
4.0
3.0
Net investment income (loss)
1.6
1.8
4.9
2.9
Net realized gain (loss) on investments
(0.5)
0.0
(0.8)
0.1
Net change in unrealized appreciation (depreciation) on investments
7.1
0.1
(12.1)
(1.4)
Net increase (decrease) in members capital
$
8.2
$
1.9
$
(8.0)
$
1.6
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments; (2) the cost of operations
(including paying the Adviser); (3) debt service, repayment, and other financing costs; and (4) cash distributions to the holders of our common stock. We expect to generate additional liquidity from (1) borrowings from our SPV Asset
Facility, Corporate Revolving Facility, Unsecured Notes, and from other banks, lenders, or future issuances of debt and equity securities; and, (2) cash flows from operations.
As of September 30, 2020, we had $11.6 million in cash and cash equivalents and restricted cash and cash equivalents and $189.5 million of
undrawn capacity on our senior unsecured notes and revolving credit and special purpose vehicle asset facilities, subject to borrowing base and other limitations.
We expect that the market and business disruption created by the COVID-19 pandemic will continue to impact certain aspects of our liquidity, and we are
therefore continuously and critically monitoring our operating results, liquidity and anticipated capital requirements. We saw an unprecedented level of calls for revolver fundings in March and April and subsequent repayments as the markets have
stabilized. High market spreads and other economic volatility resulted in significant depreciation in the valuations of our investments, particularly in the first quarter, which may adversely impact collateral eligibility and reduce the availability
under our credit facilities. However, the undrawn capacity under our facilities as of September 30, 2020 is in excess of our unfunded commitments.
As
of September 30, 2020, we were in compliance with our asset coverage requirements under the 1940 Act. In addition, we were in compliance with all the financial covenant requirements of our credit facilities as of September 30, 2020.
However, any continued increase in realized losses or unrealized depreciation of our investment portfolio or further significant reductions in our net asset value as a result of the effects of the COVID-19 pandemic, or otherwise, increase the risk
of breaching the relevant covenants requirements. Any breach of these requirements may adversely affect the access to sufficient debt and equity capital.
It is impossible at this time to determine the full scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or
uncertainties may last, the effect any governmental actions will have or the full potential impact on our liquidity and overall performance .
Capital Share Activity
Between June 26, 2015,
commencement of operations, and January 31, 2020, the date of Alcentra Acquisition, we entered into subscription agreements (collectively, the Subscription Agreements) with several investors, including CCG LP, providing for the
private placement of our common shares. Pursuant to the Subscription Agreements, between June 26, 2015 and January 31, 2020, we issued 23,127,335 common shares for aggregate proceeds of $456.3 million, of which $10.0 million was
from CCG LP. Proceeds from the issuances were used to fund our investing activities and for other general corporate purposes. Additionally, on January 31, 2020, we issued 5,203,016 shares in connection with the Alcentra Acquisition. Upon
closing of the Alcentra Acquisition, all unfunded commitments of stockholders subscribing in private offering were terminated.
During the nine months
ended September 30, 2020, we issued 30,128 shares of our common stock to investors who have opted into our dividend reinvestment plan for proceeds of $0.6 million. During the nine months ended September 30, 2019, we issued 52,777
shares of our common stock to investors who have opted into our dividend reinvestment plan for proceeds of $1.0 million.
Debt
Debt consisted of the following as of September 30, 2020 and December 31, 2019:
($ in millions)
September 30, 2020
Aggregate Principal
Amount Committed
Drawn
Amount
Amount
Available (1)
Carrying
Value (2)
Weighted
Average
Debt
Outstanding
Weighted
Average
Interest
Rate
SPV Asset Facility
$
350.0
$
228.7
$
121.3
$
228.7
$
230.5
2.64
%
Corporate Revolving Facility
200.0
156.8
43.2
156.8
148.0
2.94
%
Unsecured Notes
50.0
25.0
25.0
25.0
5.7
6.63
%
Internotes ®
16.4
16.4
16.4
21.7
6.40
%
Total Debt
$
616.4
$
426.9
$
189.5
$
426.9
$
405.9
3.13
%
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December 31, 2019
Aggregate Principal
Amount Committed
Drawn
Amount
Amount
Available (1)
Carrying
Value (2)
Weighted
Average
Debt
Outstanding
Weighted
Average
Interest
Rate
SPV Asset Facility
$
250.0
$
220.7
$
29.3
$
220.7
$
201.0
4.03
%
Corporate Revolving Facility
200.0
104.7
95.3
104.7
74.9
4.26
%
Total Debt
$
450.0
$
325.4
$
124.6
$
325.4
$
275.9
4.10
%
(1)
The amount available is subject to any limitations related to the respective debt facilities borrowing
bases and foreign currency translation adjustments.
(2)
Amount presented excludes netting of deferred financing costs.
The carrying value of our debt as of September 30, 2020 and December 31, 2019 approximates our fair value as the debt, issued at market terms,
includes variable interest rates.
SPV Asset Facility
On March 28, 2016, Crescent Capital BDC Funding, LLC (CCAP SPV), a wholly owned subsidiary of CCAP, entered into a loan and security
agreement, as amended (the SPV Asset Facility) with us as the collateral manager, seller and equity holder, CCAP SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo
Bank, National Association (Wells Fargo), as administrative agent, collateral agent, and lender. We consolidate CCAP SPV in our consolidated financial statements and no gain or loss is recognized from the transfer of assets to and from
CCAP SPV. Between February 8, 2017 and March 10, 2020, we have entered into multiple amendments to the SPV Asset Facility to, among other things, increase the facility limit from $75 million to $350 million.
The maximum commitment amount under the SPV Asset Facility is $350 million, and may be increased with the consent of Wells Fargo or reduced upon our
request. Proceeds of the Advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to us in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of
(a) the date the borrower voluntarily reduces the commitments to zero, (b) March 10, 2025 (the Facility Maturity Date) and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event
of Default. Borrowings under the SPV Asset Facility bear interest at LIBOR plus a margin with no LIBOR floor. The margin is between 1.65% and 2.20% as determined by the proportion of liquid and illiquid loans pledged to the SPV Asset Facility. We
pay unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The SPV Asset Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and
liens, as well as usual and customary events of default for revolving credit facilities of this nature.
The facility size is subject to availability under
the borrowing base, which is based on the amount of CCAP SPVs assets from time to time, and satisfaction of certain conditions, including an asset coverage test and certain concentration limits.
Corporate Revolving Facility
On August 20, 2019, we
entered into the Corporate Revolving Facility with Ally Bank (Ally), as Administrative Agent and Arranger. Proceeds of the advances under the Revolving Credit Agreement may be used to acquire portfolio investments, to make
distributions to us in accordance with the Revolving Credit Agreement and to pay related expenses. The maximum principal amount of the Corporate Revolving Facility is $200 million, subject to availability under the borrowing base.
Borrowings under the Corporate Revolving Facility bear interest at LIBOR plus a 2.35% margin, which includes a 0.05% utilization fee, with no LIBOR floor. We
pay unused facility fees of 0.50% per annum on committed but undrawn amounts under the Corporate Revolving Facility. Interest is payable quarterly in arrears. Any amounts borrowed under the Corporate Revolving Facility, and all accrued and
unpaid interest, will be due and payable, on August 20, 2024.
The Corporate Revolving Facility replaced the prior corporate revolving facility with
Capital One, National Association. The maximum principal amount of the prior corporate revolving facility was $85 million, subject to availability under the borrowing base. Borrowings under the prior corporate revolving facility bore interest
at LIBOR plus a 1.55% margin with no LIBOR floor. We paid unused facility fees of 0.20% per annum on committed but undrawn amounts. Interest was payable monthly in arrears. We paid down in full and terminated the prior corporate revolving
facility on August 20, 2019.
Unsecured Notes
On
July 30, 2020, we completed a private offering of $50.0 million aggregate principal amount of 5.95% senior unsecured notes due July 30, 2023 (the Unsecured Notes). The Unsecured Notes have a delayed draw feature. The initial
issuance of $25.0 million of Unsecured Notes closed July 30, 2020. The issuance of the remaining $25.0 of Unsecured Notes is expected to occur on or before October 28, 2020.
The Unsecured Notes will mature on July 30, 2023 and may be redeemed in whole or in part, at our option, at any time or from time to time at par plus a
make-whole premium, if applicable. Interest on the Unsecured Notes is due and payable semiannually in arrears on January 30 th and July 30 th of each year, commencing on January 30, 2021. As of September 30, 2020, we were in compliance with the terms of the note purchase agreement governing the Unsecured Notes.
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Costs incurred in connection with issuing the Unsecured Notes were recorded as deferred financing costs and
are being amortized over the life of the Unsecured Notes on an effective yield basis. As of September 30, 2020 and December 31, 2019, deferred financing costs related to the Unsecured Notes were $0.5 million and $0, respectively, and were
included in debt on the Consolidated Statements of Assets and Liabilities.
InterNotes ®
On January 31, 2020, in connection with the Alcentra Acquisition, we assumed direct unsecured fixed interest rate obligations or InterNotes ® . The majority of InterNotes ® were issued by Alcentra Corporation between January 2015 and January 2016. Each series of notes has
been issued by a separate trust administered by U.S. Bank. As of September 30, 2020, the outstanding Internotes ® bear interest at fixed interest rates ranging between 6.25% and 6.75% and
offer a variety of maturities ranging between February 15, 2021 and April 15, 2022.
The summary information regarding the SPV Asset Facility,
Corporate Revolving Facility, InterNotes ® , Unsecured Notes, and prior corporate revolving facility for the three and nine months ended September 30, 2020 and 2019, were as follows:
($ in millions)
For the three months ended
For the nine months ended
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Borrowing interest expense
$
2.9
$
3.2
$
10.0
$
8.7
Unused facility fees
0.2
0.0
0.5
0.1
Amortization of financing costs
0.4
0.3
1.0
0.7
Total interest and credit facility expenses
$
3.5
$
3.5
$
11.5
$
9.5
Weighted average outstanding balance
$
410.9
$
291.5
$
405.9
$
259.6
To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if
the market for debt financing presents attractively priced opportunities, or if our Board otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into new debt
financing opportunities in addition to our existing debt. The pricing and other terms of any such opportunities would depend upon market conditions and the performance of our business, among other factors.
In accordance with applicable SEC staff guidance and interpretations, effective May 5, 2020 with shareholder approval, we, as a BDC, are permitted to
borrow amounts such that our asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. Short-term credits necessary for the settlement of securities transactions and
arrangements with respect to securities lending will not be considered borrowings for these purposes. The amount of leverage that we employ depends on our Advisers and our Boards assessment of market conditions and other factors at the
time of any proposed borrowing.
As of September 30, 2020 and December 31, 2019, our asset coverage ratio was 2.25 to 1. We may also refinance or
repay any of our indebtedness at any time based on our financial condition and market conditions. See Note 6. Debt to our consolidated financial statements for more detail on the debt facilities.
STOCK REPURCHASE PROGRAM
On January 31, 2020, we
entered into a $20.0 million repurchase plan which allowed us to purchase shares in the open market any time our common stock traded below 90% of the most recently disclosed net asset value per share. The plan was subject to compliance with our
liquidity, covenant, leverage and regulatory requirements. Pursuant to the terms of the repurchase plan, repurchases began on March 2, 2020. On April 9, 2020, our Board of Directors unanimously approved the termination of the stock
repurchase program.
For the nine months ended September 30, 2020, we repurchased 192,415 shares at an average price per share, including commissions,
of $11.48.
OFF BALANCE SHEET ARRANGEMENTS
Our
investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements.
Unfunded commitments to provide funds to portfolio companies are not reflected on our Consolidated Statements of Assets and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance
sheet financial instruments that we hold. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2020 and December 31, 2019, we
had aggregate unfunded commitments totaling $66.0 million and $82.7 million including foreign denominated commitments converted to USD at the balance sheet date, respectively, under loan and financing agreements.
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CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. The critical accounting policies
should be read in connection with our risk factors as disclosed herein.
In addition to the discussion below, our critical accounting policies are further
described in Note 2. Summary of Significant Accounting Policies to our consolidated financial statements.
Investment Valuation
We apply Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for
measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between
market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to
transact. In accordance with ASC 820, we consider our principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used
in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1Valuations based on
quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2Valuations based
on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value (NAV) supplied by,
or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the practical expedient, as defined by ASC 820. NAVs
received by, or on behalf of, management of each investment company are based on the fair value of the investment companys underlying investments in accordance with policies established by management of each investment company, as described in
each of their financial statements and offering memorandum. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.
Investments for which market quotations are readily available are typically valued at those market quotations. To valid
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