11 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated statements of assets and liabilities of Capital Southwest Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of March 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2021, the related notes to the consolidated financial statements, and the Schedule of Investments in and Advances to Affiliates of the Company listed in Schedule 12-14 for the year ended March 31, 2021 (collectively, the financial statements).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America, and in our opinion, the related Schedule of Investments in and Advances to Affiliates, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
+Added: We have audited the accompanying consolidated statements of assets and liabilities of Capital Southwest Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of March 31, 2022 and 2021, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2022, and the related notes to the consolidated financial statements, and the Schedule of Investments in and Advances to Affiliates of the Company listed in Schedule 12-14 for the year ended March 31, 2022 (collectively, the financial statements).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of their operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America, and in our opinion, the related Schedule of Investments in and Advances to Affiliates, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
Basis for Opinion
18 unchanged sentences
Evaluation of the fair value of investments using significant unobservable inputs and assumptions
−Removed: At March 31, 2021, the fair value of the Company’s investments categorized as Level 3 investments within the fair value hierarchy (Level 3 investments) totaled $688,432 thousand.
−Removed: Management determines, and the Board of Directors approves, the fair value of the Company’s Level 3 investments by applying the methodologies outlined in Notes 2 and 4 to the consolidated financial statements.
+Added: At March 31, 2022, the fair value of the Company’s investments categorized as Level 3 investments within the fair value hierarchy (Level 3 investments) totaled $936.614 million.
+Added: Management determines, and the Board of Directors approves, the fair value of the Company’s Level 3 investments by applying the methodologies outlined in Notes 2 and 4 to the financial statements.
We identified the evaluation of the fair value of investments using significant unobservable inputs and assumptions as a critical audit matter.
−Removed: Auditing the fair value of the Company’s Level 3 investments is complex, as the unobservable inputs and assumptions used by the Company are highly judgmental and could have a significant effect on the fair value measurements of such investments.
+Added: Auditing the fair value of the Company’s Level 3 investments is complex, as the unobservable inputs and assumptions used by the Company are highly judgmental and could have a significant effect on the fair value
+Added: measurements of such investments.
Changes in these techniques, inputs and assumptions could have a significant impact on the fair value of investments.
27 unchanged sentences
Escrow 1,344 1,150
+Added: Other 2,238 171
Income tax receivable 158 155
−Removed: Deferred tax asset — 1,402
Debt issuance costs (net of accumulated amortization of $4,573 and $3,582, respectively) 4,038 2,246
1 unchanged sentence
Total assets $ 973,957 $ 735,584
−Removed: December 2022 Notes (Par value:
+Added: SBA Debentures (Par value:
$40,000 and $0, respectively) $ 38,352 $ —
3 unchanged sentences
$140,000 and $140,000, respectively) 138,714 138,425
+Added: October 2026 Notes (Par value:
+Added: $150,000 and $0, respectively) 146,522 —
Credit facility 205,000 120,000
25 unchanged sentences
Control investments — — 265
+Added: Payment-in-kind interest income:
+Added: Non-control/Non-affiliate investments 2,051 4,268 1,251
+Added: Affiliate investments 1,160 3,018 851
+Added: Control investments — — —
Dividend income:
2 unchanged sentences
Control investments 6,720 6,609 12,136
−Removed: Interest income from cash and cash equivalents 9 73 36
−Removed: Fees and other income 3,367 2,605 1,653
+Added: Non-control/Non-affiliate investments 4,833 3,233 1,090
+Added: Affiliate investments 494 122 143
+Added: Control investments — — 1,359
+Added: Other income 17 21 86
Total investment income 82,215 68,062 62,039
4 unchanged sentences
Professional fees 2,489 2,193 2,029
−Removed: Net pension expense 131 143 159
General and administrative 4,077 3,115 3,717
1 unchanged sentence
Income before taxes 43,302 34,113 30,294
−Removed: Income tax expense 2,442 2,062 1,048
+Added: Federal income, excise and other taxes 181 637 1,380
+Added: Deferred taxes 434 1,805 682
+Added: Total income tax provision (benefit) 615 2,442 2,062
Net investment income $ 42,687 $ 31,671 $ 28,232
−Removed: Realized (loss) gain
+Added: Realized gain (loss)
Non-control/Non-affiliate investments $ 7,136 $ (6,908) $ 1,335
2 unchanged sentences
Taxes on deemed distribution of long-term capital gains — — (3,461)
−Removed: Total net realized (loss) gain on investments, net of tax (8,536) 42,231 20,854
+Added: Income tax provision (1,442) — —
+Added: Total net realized gain (loss) on investments, net of tax 5,834 (8,536) 42,231
Net unrealized appreciation (depreciation) on investments
5 unchanged sentences
Net realized and unrealized gains (losses) on investments 17,301 20,219 (50,583)
−Removed: Realized losses on extinguishment of debt (1,007) — —
+Added: Realized loss on extinguishment of debt (17,087) (1,007) —
+Added: Realized loss on disposal of fixed assets (86) — —
Net increase (decrease) in net assets from operations $ 42,815 $ 50,883 $ (22,351)
2 unchanged sentences
Net increase (decrease) in net assets from operations - basic and diluted $ 1.87 $ 2.67 $ (1.24)
−Removed: Weighted average shares outstanding – basic 19,060,131 17,999,836 16,727,254
−Removed: Weighted average shares outstanding – diluted 19,060,131 17,999,836 16,734,369
+Added: Weighted average shares outstanding – basic and diluted 22,839,835 19,060,131 17,999,836
The accompanying Notes are an integral part of these Consolidated Financial Statements.
5 unchanged sentences
Net investment income $ 42,687 $ 31,671 $ 28,232
−Removed: Net realized (loss) gain on investments (8,536) 45,692 20,854
+Added: Net realized gain (loss) on investments 5,834 (8,536) 45,692
Taxes on deemed distribution of long-term capital gains — — (3,461)
Net unrealized appreciation (depreciation) on investments, net of tax 11,467 28,755 (92,814)
−Removed: Realized losses on extinguishment of debt (1,007) — —
+Added: Realized loss on extinguishment of debt (17,087) (1,007) —
+Added: Realized loss on disposal of fixed assets (86) — —
Net increase (decrease) in net assets from operations 42,815 50,883 (22,351)
3 unchanged sentences
Issuance of common stock 98,107 50,393 25,819
−Removed: Exercise of employee stock options — — 2,169
Share-based compensation expense 3,585 2,944 2,853
17 unchanged sentences
Payment of accreted original issue discounts 3,692 1,228 788
+Added: Payment of accrued payment-in-kind interest 3,485 — —
Depreciation and amortization 2,230 1,967 2,405
Net pension benefit (132) (110) (82)
−Removed: Realized loss (gain) on investments before income tax 8,549 (46,084) (20,854)
−Removed: Realized losses on extinguishment of debt 1,007 — —
+Added: Realized (gain) loss on investments before income tax (6,617) 8,549 (46,084)
+Added: Realized loss on extinguishment of debt 17,103 1,007 —
+Added: Realized loss on disposal of fixed assets 86 — —
Taxes payable on deemed distribution of long-term capital gains — — 3,461
6 unchanged sentences
Increase in dividend and interest receivable (1,539) (144) (1,137)
−Removed: Decrease in escrow receivables 493 111 310
+Added: (Increase) decrease in escrow receivables (159) 493 111
(Increase) decrease in tax receivable (4) (8) 36
(Increase) decrease in other receivables (2,067) (119) 910
−Removed: Decrease (increase) in other assets 95 (644) 4,236
+Added: (Increase) decrease in other assets (3,090) 95 (644)
Increase (decrease) in other liabilities 3,153 6,779 (543)
Increase (decrease) in payable for unsettled transaction — — (1,158)
−Removed: Decrease in taxes payable (463) (3,142) —
+Added: Increase (decrease) in taxes payable 1,191 (463) (3142)
Net cash used in operating activities (182,675) (68,252) (47,947)
+Added: Cash flows from investing activities
+Added: Acquisition of fixed assets (1,995) — —
+Added: Net cash used in investing activities (1,995) — —
Cash flows from financing activities
4 unchanged sentences
Debt issuance costs paid (3,865) (540) (742)
−Removed: Proceeds from issuance of December 2022 Notes — — 19,524
+Added: Proceeds from issuance of SBA Debentures 39,026 — —
Proceeds from issuance of October 2024 Notes — 49,000 73,500
Proceeds from issuance of January 2026 Notes — 138,571 —
+Added: Proceeds from issuance of October 2026 Notes 146,414 — —
Redemption of December 2022 Notes — (77,136) —
+Added: Redemption of October 2024 Notes (125,000) — —
+Added: Payment for debt extinguishment costs (15,196) — —
Dividends to shareholders (58,624) (39,945) (50,343)
−Removed: Proceeds from exercise of employee stock options — — 2,169
Common stock withheld for payroll taxes upon vesting of restricted stock (1,408) (239) (418)
11 unchanged sentences
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
7 unchanged sentences
First Lien Media, marketing & entertainment L+8.17% (Floor 1.00%)/Q, Current Coupon 9.17% 12/1/2020 12/1/2025 11,875 11,600 11,875
−Removed: Delayed Draw Term Loan 10
−Removed: L+8.21% (Floor 1.00%)/Q, Current Coupon 9.21% 12/1/2020 12/1/2025 2,965 2,889 2,965
1,000 Preferred Units 9
6 unchanged sentences
Energy services (midstream) L+8.50% (Floor 2.00%)/Q, Current Coupon 10.50% 12/13/2018 12/13/2023 7,948 7,881 7,765
−Removed: ADAMS PUBLISHING GROUP, LLC First Lien Media, marketing & entertainment L+7.00% (Floor 1.75%)/Q, Current Coupon 8.75% 7/2/2018 7/2/2023 9,920 9,795 9,920
ALLIANCE SPORTS GROUP, L.P.
−Removed: Senior subordinated debt Consumer products & retail 14.00% PIK 8/1/2017 2/1/2023 11,134 11,043 10,989
−Removed: Unsecured convertible note 6.00% PIK 7/15/2020 9/30/2024 173 173 173
+Added: Unsecured convertible note Consumer products & retail 6.00% PIK 7/15/2020 9/30/2024 173 173 495
3.88% preferred membership interest — 8/1/2017 — — 2,500 3,681
+Added: AMERICAN NUTS OPERATIONS LLC 13
+Added: First Lien - Term Loan A Food, agriculture and beverage SOFR+6.75% (Floor 1.00%)/Q, Current Coupon 7.75% 3/11/2022 4/10/2026 12,450 12,388 12,450
+Added: First Lien - Term Loan B SOFR+8.75% (Floor 1.00%)/Q, Current Coupon 9.75% 3/11/2022 4/10/2026 12,450 12,388 12,450
+Added: 3,000,000 units of Class A common stock 9
— 4/10/2018 — — 3,000 4,195
−Removed: ALLOVER MEDIA, LLC Revolving Loan 10
−Removed: Media, marketing & entertainment L+8.50% (Floor 1.00%) 3/10/2021 3/10/2026 — (39) —
−Removed: First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 3/10/2021 3/10/2026 13,000 12,742 12,742
27,776 29,095
+Added: AMERICAN TELECONFERENCING SERVICES, LTD.
+Added: (DBA PREMIERE GLOBAL SERVICES, INC.) Revolving Loan 10,16
+Added: Telecommunications P+5.50%/Q, Current Coupon 9.00% 9/17/2021 6/30/2022 899 890 49
+Added: First Lien 16
+Added: P+5.50%/Q, Current Coupon 9.00% 9/21/2016 6/8/2023 4,899 4,858 269
+Added: AMWARE FULFILLMENT LLC First Lien Distribution L+9.00% (Floor 1.00%)/M, Current Coupon 10.00% 7/29/2016 4/15/2022 16,376 16,375 16,376
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
1 unchanged sentence
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
−Removed: AMERICAN NUTS OPERATIONS LLC 13
−Removed: First Lien - Term Loan Food, agriculture and beverage L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 4/10/2018 4/10/2023 17,019 16,856 17,019
−Removed: First Lien - Term Loan C 10
−Removed: L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 12/21/2018 4/10/2023 1,804 1,785 1,804
−Removed: 3,000,000 units of Class A common stock 9
−Removed: — 4/10/2018 — — 3,000 2,752
+Added: ARBORWORKS, LLC Revolving Loan 10
+Added: Environmental services L+7.00% (Floor 1.00%) 11/17/2021 11/9/2026 — (56) —
+Added: First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 11/17/2021 11/9/2026 12,903 12,660 12,657
+Added: 100 Class A Units — 11/17/2021 — — 100 100
12,704 12,757
−Removed: AMERICAN TELECONFERENCING SERVICES, LTD.
−Removed: (DBA PREMIERE GLOBAL SERVICES, INC.) First Lien Telecommunications L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 9/21/2016 6/8/2023 5,915 5,865 3,141
−Removed: Second Lien 0.5%, L+9.00% PIK (Floor 1.00%)/Q, Current Coupon 10.50% 11/3/2016 6/6/2024 2,341 2,317 55
−Removed: AMWARE FULFILLMENT LLC First Lien Distribution L+9.00% (Floor 1.00%)/M, Current Coupon 10.00% 7/29/2016 12/31/2021 17,407 17,315 17,407
ASC ORTHO MANAGEMENT COMPANY, LLC 13
−Removed: Revolving Loan Healthcare services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/31/2018 8/31/2023 1,500 1,485 1,410
−Removed: First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/31/2018 8/31/2023 8,854 8,756 8,322
−Removed: Second Lien 13.25% PIK 8/31/2018 12/1/2023 4,237 4,191 3,822
2,156 Common Units 9
+Added: Healthcare services — 8/31/2018 — — 801 584
+Added: ATS OPERATING, LLC 13
+Added: Revolving Loan 10
+Added: Consumer products & retail SOFR+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 1/18/2022 1/18/2027 1,000 952 952
+Added: First Lien - Term Loan A SOFR+5.50% (Floor 1.00%)/Q, Current Coupon 6.50% 1/18/2022 1/18/2027 9,250 9,071 9,071
+Added: First Lien - Term Loan B SOFR+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 1/18/2022 1/18/2027 9,250 9,071 9,071
+Added: 1,000,000 Preferred units 9
— 1/18/2022 — — 1,000 1,000
4 unchanged sentences
11,005 11,045
−Removed: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS
−Removed: March 31, 2021
−Removed: Type of Interest Acquisition Fair
−Removed: Portfolio Company 1
−Removed: Industry Rate 3
−Removed: Maturity Principal Cost 16
−Removed: BLASCHAK COAL CORP.
−Removed: Second Lien Term Loan 15
+Added: BLASCHAK ANTHRACITE CORPORATION (FKA BLASCHAK COAL CORP.) Second Lien- Term Loan 15
Commodities & mining L+11.00%, 3.00% PIK (Floor 1.00%)/Q, Current Coupon 15.00% 7/30/2018 7/30/2023 9,064 9,005 8,793
2 unchanged sentences
11,135 10,877
−Removed: BROAD SKY NETWORKS LLC 13
−Removed: Revolving Loan 10
−Removed: Telecommunications L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 500 453 496
+Added: BROAD SKY NETWORKS LLC (DBA EPIC IO TECHNOLOGIES) 1,131,579 Series A Preferred units Telecommunications — 12/11/2020 — — 1,132 1,420
+Added: CADMIUM, LLC Revolving Loan 10
+Added: Software & IT services L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 1/7/2022 12/22/2026 308 302 302
First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 1/7/2022 12/22/2026 7,385 7,313 7,314
−Removed: 1,000,000 Series A Preferred units 9
−Removed: — 12/11/2020 — — 1,000 1,000
−Removed: 16,168 16,376
CALIFORNIA PIZZA KITCHEN, INC.
−Removed: First Lien Restaurants L+10.00% (Floor 1.50%)/Q, Current Coupon 11.50% 11/23/2020 11/23/2024 669 652 668
−Removed: First Lien Rolled Up 1.00%, L+11.00% PIK (Floor 1.50%)/Q, Current Coupon 13.50% 11/23/2020 11/23/2024 741 739 737
−Removed: Second Lien 1.00%, L+12.50% PIK (Floor 1.50%)/Q, Current Coupon 15.00% 11/23/2020 5/23/2025 814 814 796
−Removed: 48,423 shares of common stock — 11/23/2020 — — 1,317 1,317
−Removed: CAPITAL PAWN HOLDINGS, LLC First Lien Consumer products & retail L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 12/21/2017 7/8/2023 8,854 8,840 8,854
−Removed: CHEMISTRY RX HOLDINGS, LLC First Lien Specialty chemicals L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 3/15/2021 3/13/2026 8,000 7,841 7,841
+Added: 48,423 shares of common stock Restaurants — 11/23/2020 — — 1,317 2,090
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
1 unchanged sentence
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
+Added: CAMIN CARGO CONTROL, INC.
+Added: First Lien Energy services (midstream) L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 6/2/2021 6/4/2026 5,752 5,702 5,700
CITYVET, INC.
3 unchanged sentences
— 3/5/2021 — — 500 1,757
−Removed: CLICKBOOTH.COM, LLC Revolving Loan 10
−Removed: Media, marketing & entertainment L+8.50% (Floor 1.00%) 12/5/2017 1/31/2025 — (5) —
−Removed: First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 12/5/2017 1/31/2025 18,525 18,308 18,525
13,156 15,004
−Removed: DANFORTH ADVISORS, LLC 13
−Removed: 875 Class A equity units 9
−Removed: Business services — 9/28/2018 — — 875 2,855
−Removed: First Lien Business services L+8.00% (Floor 2.00%)/Q, Current Coupon 10.00% 6/28/2019 6/28/2024 5,820 5,737 5,878
+Added: CRAFTY APES, LLC 8
+Added: First Lien Media, marketing & entertainment L+6.21% (Floor 1.00%)/Q, Current Coupon 7.21% 6/9/2021 11/1/2024 10,000 9,921 10,000
DUNN PAPER, INC.
Second Lien Paper & forest products L+9.25% (Floor 1.00%)/M, Current Coupon 10.25% 9/28/2016 8/26/2023 3,000 2,984 2,208
−Removed: ELECTRONIC TRANSACTION CONSULTANTS LLC 13
−Removed: Revolving Loan 10
−Removed: Software & IT services L+7.50% (Floor 1.00%) 7/24/2020 7/24/2025 — (56) —
+Added: EVEREST TRANSPORTATION SYSTEMS, LLC First Lien Transportation & logistics L+8.00% (Floor 1.00%)/M, Current Coupon 9.00% 11/9/2021 8/26/2026 8,938 8,853 8,848
+Added: FAST SANDWICH, LLC Revolving Loan 10
+Added: Restaurants L+9.00% (Floor 1.00%) 5/24/2018 5/23/2023 — (22) —
First Lien L+9.00% (Floor 1.00%)/Q,Current Coupon 10.00% 5/24/2018 5/23/2023 3,277 3,262 3,277
−Removed: 1,000 Class A units 9
+Added: FLIP ELECTRONICS, LLC 13
+Added: First Lien Technology products & components SOFR+7.50% (Floor 1.00%)/M, Current Coupon 8.50% 1/4/2021 1/2/2026 17,755 17,443 17,755
+Added: Delayed Draw Term Loan 10
+Added: SOFR+7.50% (Floor 1.00%) 3/24/2022 1/2/2026 — (56) —
+Added: 2,000,000 Common Units 9,11
— 1/4/2021 — — 2,000 6,373
19,387 24,128
−Removed: ESCP DTFS, INC.
−Removed: First Lien - Term Loan A Industrial services L+6.50% (Floor 1.75%)/Q, Current Coupon 8.25% 1/31/2020 1/31/2025 5,350 5,269 4,986
−Removed: First Lien - Term Loan B L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 5,350 5,270 4,986
−Removed: Delayed Draw Term Loan B1 L+6.50% (Floor 1.75%)/Q, Current Coupon 8.25% 1/31/2020 1/31/2025 500 491 466
−Removed: Delayed Draw Term Loan B2 L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 500 491 466
+Added: FOOD PHARMA SUBSIDIARY HOLDINGS, LLC 13
+Added: First Lien Food, agriculture & beverage L+6.50% (Floor 1.00%)/M, Current Coupon 7.50% 6/1/2021 6/1/2026 5,000 4,914 5,000
+Added: Delayed Draw Term Loan 10
+Added: L+6.50% (Floor 1.00%)/M, Current Coupon 7.50% 6/1/2021 6/1/2026 2,030 1,971 2,030
+Added: 75,000 Class A Units 9
— 6/1/2021 — — 750 750
2 unchanged sentences
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
−Removed: FAST SANDWICH, LLC Revolving Loan 10
−Removed: Restaurants L+9.00% (Floor 1.00%) 5/24/2018 5/23/2023 — (32) —
−Removed: First Lien L+9.00% (Floor 1.00%)/Q,Current Coupon 10.00% 5/24/2018 5/23/2023 3,359 3,332 3,023
−Removed: FLIP ELECTRONICS, LLC 8,13
−Removed: First Lien Technology products & components L+8.05% (Floor 1.00%)/M, Current Coupon 9.05% 1/4/2021 1/2/2026 15,500 15,177 15,252
−Removed: 2,000,000 Common Units 9
+Added: GS OPERATING, LLC Revolving Loan 10
+Added: Distribution SOFR+6.00%(Floor 0.75%)/M, Current Coupon 6.75% 1/3/2022 1/3/2028 183 150 187
+Added: First Lien SOFR+6.00%(Floor 0.75%)/M, Current Coupon 6.75% 1/3/2022 1/3/2028 8,534 8,367 8,704
+Added: Delayed Draw Term Loan 10
+Added: SOFR+6.00%(Floor 0.75%)/M, Current Coupon 6.75% 1/3/2022 1/3/2028 2,516 2,406 2,566
10,923 11,457
+Added: HYBRID APPAREL, LLC Second Lien 15
+Added: Consumer products & retail L+8.25% (Floor 1.00%)/Q, Current Coupon 9.25% 6/30/2021 6/30/2026 15,750 15,473 15,246
+Added: INFOLINKS MEDIA BUYCO, LLC 13
+Added: First Lien Media, marketing & entertainment L+6.00% (Floor 1.00%)/M, Current Coupon 7.01% 11/1/2021 10/30/2026 7,731 7,587 7,615
+Added: Delayed Draw Term Loan 10
+Added: L+6.00% (Floor 1.00%) 11/1/2021 10/30/2026 — (21) —
+Added: 1.68% LP interest 9,10
— 10/29/2021 — — 588 588
−Removed: GS OPERATING, LLC First Lien Distribution L+6.50%(Floor 1.50%)/M, Current Coupon 8.00% 3/6/2020 2/24/2025 7,920 7,791 7,920
−Removed: IAN, EVAN, & ALEXANDER CORPORATION (DBA EVERWATCH) Revolving Loan 10
−Removed: Aerospace & defense L+8.50% (Floor 1.00%) 7/31/2020 7/31/2025 — (34) —
+Added: ISI ENTERPRISES, LLC Revolving Loan 10
+Added: Software & IT services L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 10/1/2021 10/1/2026 800 764 800
First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 10/1/2021 10/1/2026 5,000 4,908 5,000
−Removed: ICS DISTRIBUTION, LLC 8
−Removed: First Lien Industrial services L+8.48% (Floor 2.00%)/Q, Current Coupon 10.48% 10/31/2019 10/31/2024 20,500 20,121 20,275
+Added: 1,000,000 Series A Preferred units — 10/1/2021 — — 1,000 1,000
JVMC HOLDINGS CORP.
2 unchanged sentences
Business services L+7.00% (Floor 0.75%) 11/13/2020 11/13/2025 — (13) —
−Removed: First Lien L+8.00% (Floor 0.75%)/S, Current Coupon 8.75% 11/13/2020 11/13/2025 14,813 14,534 14,813
+Added: First Lien L+7.00% (Floor 0.75%)/Q, Current Coupon 7.85% 11/13/2020 11/13/2025 23,821 23,415 24,298
23,402 24,298
−Removed: First Lien 15
+Added: KMS, LLC First Lien 15
Distribution L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 10/4/2021 10/2/2026 15,920 15,773 15,920
−Removed: LANDPOINT HOLDCO, INC.
−Removed: First Lien Business services L+11.00%(Floor 1.00%)/Q, Current Coupon 12.00% 12/30/2019 12/30/2024 18,840 18,540 17,239
+Added: Delayed Draw Term Loan 10
+Added: L+7.25% (Floor 1.00%) 10/4/2021 10/2/2026 — (41) —
+Added: 15,732 15,920
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
1 unchanged sentence
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
+Added: LASH OPCO, LLC Revolving Loan 10
+Added: Consumer products & retail L+7.00% (Floor 1.00%) 12/29/2021 9/18/2025 — (10) —
+Added: First Lien L+7.00% (Floor 1.00%)/M, Current Coupon 8.01% 12/29/2021 3/18/2026 6,484 6,345 6,341
+Added: Delayed Draw Term Loan 10
+Added: L+7.00% (Floor 1.00%)/M, Current Coupon 8.01% 12/29/2021 3/18/2026 4,154 4,034 4,063
+Added: 10,369 10,404
LGM PHARMA, LLC 13
−Removed: First Lien Healthcare products L+8.50% (Floor 1.00%)/M, Current Coupon 9.50% 11/15/2017 11/15/2023 11,424 11,315 11,424
−Removed: Delayed Draw Term Loan L+10.00% (Floor 1.00%)/Q, Current Coupon 11.00% 7/24/2020 11/15/2023 2,488 2,448 2,487
+Added: First Lien Healthcare products L+8.50% (Floor 1.00%), 2.00% PIK/Q, Current Coupon 11.50% 11/15/2017 11/15/2023 11,422 11,346 10,851
+Added: Delayed Draw Term Loan L+10.00% (Floor 1.00%), 2.00% PIK/Q, Current Coupon 13.00% 7/24/2020 11/15/2023 2,488 2,463 2,388
+Added: Unsecured convertible note 9
+Added: 25.00% PIK 12/21/2021 12/31/2024 88 88 88
142,278.89 units of Class A common stock 9
1 unchanged sentence
15,497 13,703
−Removed: LIGHTING RETROFIT INTERNATIONAL, LLC (DBA ENVOCORE) First Lien Environmental services 7.50%, L+1.50% PIK (Floor 2.00%)/Q, Current Coupon 11.00% 6/30/2017 6/30/2022 14,027 13,984 12,021
−Removed: 25,603 shares of Series C preferred stock 8/13/2018 — — 25 —
−Removed: 396,825 shares of Series B preferred stock — 6/30/2017 — — 500 —
−Removed: 14,509 12,021
+Added: LLFLEX, LLC First Lien 15
+Added: Containers & packaging L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 8/16/2021 8/14/2026 10,945 10,723 10,671
MAKO STEEL LP Revolving Loan 10
1 unchanged sentence
First Lien L+7.25% (Floor (0.75%)/Q, Current Coupon 8.38% 3/15/2021 3/13/2026 8,032 7,900 7,751
+Added: MERCURY ACQUISITION 2021, LLC (DBA TELE-TOWN HALL) 13
+Added: First Lien Telecommunications L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 12/6/2021 12/7/2026 12,469 12,232 12,232
+Added: Second Lien L+11.00% (Floor 1.00%)/Q, Current Coupon 12.00% 12/6/2021 12/7/2026 3,292 3,229 3,229
+Added: 2,089,599 Series A units 9
+Added: — 12/6/2021 — — — 1,536
+Added: 15,461 16,997
+Added: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: March 31, 2022
+Added: Portfolio Company 1,18
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
+Added: Maturity Principal Cost 12,17
+Added: MUENSTER MILLING COMPANY, LLC Revolving Loan 10
+Added: Food, agriculture & beverage L+7.25% (Floor 1.00%) 8/10/2021 8/10/2026 — (87) —
+Added: First Lien L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 8/10/2021 8/10/2026 12,000 11,785 12,000
+Added: Delayed Draw Term Loan 10
+Added: L+7.25% (Floor 1.00%) 8/10/2021 8/10/2026 — (52) —
+Added: 11,646 12,000
+Added: NATIONAL CREDIT CARE, LLC 13
+Added: First Lien - Term Loan A Consumer services L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 12/23/2021 12/23/2026 11,250 11,035 11,171
+Added: First Lien - Term Loan B L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/23/2021 12/23/2026 11,250 11,035 11,171
+Added: 191,049.33 Class A-3 Preferred units 9
+Added: — 3/17/2022 — — 2,000 2,000
+Added: 24,070 24,342
+Added: NEUROPSYCHIATRIC HOSPITALS, LLC Revolving Loan 10
+Added: Healthcare services L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 5/14/2021 5/14/2026 4,400 4,317 4,299
+Added: First Lien L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 5/14/2021 5/14/2026 14,913 14,657 14,569
+Added: Delayed Draw Term Loan 10
+Added: L+8.00% (Floor 1.00%) 5/14/2021 5/14/2026 — (82) —
+Added: 18,892 18,868
NINJATRADER, INC.
3 unchanged sentences
Delayed Draw Term Loan 10
−Removed: L+6.75% (Floor 1.50%)/Q 12/31/2020 12/18/2024 — (36) —
+Added: L+6.25% (Floor 1.00%) 12/31/2020 12/18/2024 — (45) —
2,000,000 Preferred Units 9,11
1 unchanged sentence
24,670 32,716
+Added: NWN PARENT HOLDINGS, LLC Revolving Loan 10
+Added: Software & IT services L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 5/7/2021 5/7/2026 420 390 412
+Added: First Lien L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 5/7/2021 5/7/2026 13,066 12,844 12,818
+Added: 13,234 13,230
RESEARCH NOW GROUP, INC.
Second Lien Business services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 12/8/2017 12/20/2025 10,500 10,066 10,217
−Removed: ROSELAND MANAGEMENT, LLC Revolving Loan 10
−Removed: Healthcare services L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 500 482 500
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
1 unchanged sentence
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
+Added: ROOF OPCO, LLC Revolving Loan 10
+Added: Consumer services L+6.00% (Floor 1.00%) 8/27/2021 8/27/2026 — (53) —
First Lien L+6.00% (Floor 1.00%)/Q, Current Coupon 7.00% 8/27/2021 8/27/2026 11,000 10,802 10,791
−Removed: 13,811 Class A Units — 11/9/2018 — — 1,381 1,720
+Added: Delayed Draw Term Loan 10
+Added: L+6.00% (Floor 1.00%)/Q, Current Coupon 7.00% 8/27/2021 8/27/2026 7,578 7,394 7,578
18,143 18,369
−Removed: RTIC SUBSIDIARY HOLDINGS, LLC Revolving Loan 10
−Removed: Consumer products & retail L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 329 317 329
+Added: RTIC SUBSIDIARY HOLDINGS, LLC Revolving Loan Consumer products & retail L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 1,370 1,357 1,370
First Lien L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 6,933 6,870 6,933
2 unchanged sentences
17,521 18,351
−Removed: TAX ADVISORS GROUP, LLC 13
+Added: SHEARWATER RESEARCH, INC.
+Added: Revolving Loan 10
+Added: Consumer products & retail L+6.25% (Floor 1.00%) 4/30/2021 4/30/2026 — (40) —
+Added: First Lien L+6.25% (Floor 1.00%)/Q, Current Coupon 7.25% 4/30/2021 4/30/2026 13,794 13,561 13,545
+Added: Delayed Draw Term Loan 10
+Added: L+6.25% (Floor 1.00%) 4/30/2021 4/30/2026 — (27) —
+Added: 1,200,000 Class A Preferred Units — 4/30/2021 — — 978 979
+Added: 40,000 Class A Common Units — 4/30/2021 — — 33 33
+Added: 14,505 14,557
+Added: SIB HOLDINGS, LLC 13
+Added: Revolving Loan 10
+Added: Business services L+6.00% (Floor 1.00%)/M, Current Coupon 7.00% 10/29/2021 10/29/2026 47 37 46
+Added: First Lien L+6.00% (Floor 1.00%)/M, Current Coupon 7.00% 10/29/2021 10/29/2026 7,427 7,324 7,323
+Added: Delayed Draw Term Loan 10
+Added: L+6.00% (Floor 1.00%) 10/29/2021 10/29/2026 — (9) —
+Added: 238,095.24 Common Units 9
+Added: — 10/29/2021 — — 500 500
+Added: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: March 31, 2022
+Added: Portfolio Company 1,18
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
+Added: Maturity Principal Cost 12,17
+Added: SOUTH COAST TERMINALS, LLC Revolving Loan 10
+Added: Specialty chemicals L+6.25% (Floor 1.00%) 12/13/2021 12/11/2026 — (36) —
+Added: First Lien L+6.25% (Floor 1.00%)/M, Current Coupon 7.25% 12/13/2021 12/11/2026 18,019 17,676 17,749
+Added: 17,640 17,749
+Added: SPOTLIGHT AR, LLC 13
+Added: Revolving Loan 10
+Added: Business services L+7.00% (Floor 1.00%) 12/8/2021 6/8/2026 — (37) —
+Added: First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 12/8/2021 6/8/2026 7,500 7,359 7,358
+Added: 750 Common Units 9
+Added: — 12/8/2021 — — 750 750
+Added: STUDENT RESOURCE CENTER LLC 13
+Added: Revolving Loan 10
+Added: Education L+8.00% (Floor 1.00%) 6/25/2021 6/25/2026 — (23) —
+Added: First Lien L+8.00% (Floor 1.00%)/Q, Current Coupon 9.01% 6/25/2021 6/25/2026 18,823 18,489 18,597
+Added: 2,000 Preferred Units 9
+Added: — 6/25/2021 — — 2,000 1,819
+Added: 20,466 20,416
+Added: SYSTEC CORPORATION (DBA INSPIRE AUTOMATION) Revolving Loan 10
+Added: Business services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/13/2021 8/13/2025 850 816 833
+Added: First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/13/2021 8/13/2025 9,000 8,844 8,820
+Added: Delayed Draw Term Loan 10
+Added: L+7.50% (Floor 1.00%) 8/13/2021 8/13/2025 — (25) —
+Added: THE PRODUCTO GROUP, LLC 13
+Added: First Lien Industrial products L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 12/31/2021 12/31/2026 12,644 12,401 12,391
1,500,000 Class A units 9
−Removed: Financial services — 6/23/2017 — — 541 1,539
+Added: — 12/31/2021 — — 1,500 1,500
+Added: 13,901 13,891
TRAFERA, LLC (FKA TRINITY 3, LLC) 13
1 unchanged sentence
Technology products & components L+7.75% (Floor 1.00%)/Q, Current Coupon 8.75% 9/30/2020 9/30/2025 9,875 9,764 9,835
+Added: Unsecured convertible note 9
+Added: 10.00% PIK 2/7/2022 3/31/2026 84 84 84
896.43 Class A units 9,11
3 unchanged sentences
VISTAR MEDIA INC.
−Removed: First Lien Media, marketing & entertainment L+7.50%, 2.50% PIK (Floor 2.00%)/M, Current Coupon 12.00% 2/17/2017 4/3/2023 11,481 10,920 11,481
−Removed: 171,617 shares of Series A preferred stock — 4/3/2019 — — 1,874 3,904
−Removed: Warrants (Expiration - April 3, 2029) — 4/3/2019 — — 620 1,853
−Removed: 13,414 17,238
−Removed: VTX HOLDINGS, INC.
−Removed: First Lien Software & IT services L+9.00% (Floor 2.00%)/Q, Current Coupon 11.00% 7/23/2019 7/23/2024 21,575 21,181 21,575
−Removed: 1,397,707 Series A Preferred units — 7/23/2019 — — 1,398 1,654
+Added: 171,617 shares of Series A preferred stock Media, marketing & entertainment — 4/3/2019 — — 1,874 9,273
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
1 unchanged sentence
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
+Added: VTX HOLDINGS, INC.
+Added: (DBA VERTEX ONE) 1,597,707 Series A Preferred units Software & IT services — 7/23/2019 — — 1,598 2,082
+Added: WALL STREET PREP, INC.
+Added: Revolving Loan 10
+Added: Education L+7.00% (Floor 1.00%) 7/19/2021 7/20/2026 — (17) —
+Added: First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 7/19/2021 7/20/2026 10,863 10,670 10,656
+Added: 1,000,000 Class A-1 Preferred Shares — 7/19/2021 — — 1,000 1,000
11,653 11,656
+Added: WELL-FOAM, INC.
+Added: Revolving Loan 10
+Added: Energy services (upstream) L+8.50 (Floor 1.00%) 9/9/2021 9/9/2026 — (83) —
+Added: First Lien L+8.50 (Floor 1.00%)/Q, Current Coupon 9.50% 9/9/2021 9/9/2026 17,910 17,583 17,910
+Added: 17,500 17,910
+Added: WINTER SERVICES OPERATIONS, LLC Revolving Loan 10
+Added: Business services L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 11/19/2021 11/19/2026 2,444 2,362 2,386
+Added: First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 11/19/2021 11/19/2026 20,000 19,624 19,520
+Added: Delayed Draw Term Loan 10
+Added: L+7.00% (Floor 1.00%) 11/19/2021 11/19/2026 — (41) —
+Added: 21,945 21,906
ZENFOLIO INC.
−Removed: Revolving Loan Business services L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 2,000 1,992 1,820
+Added: Revolving Loan 10
+Added: Business services L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 1,000 996 995
First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 18,915 18,785 18,820
19,781 19,815
−Removed: Total Non-control/Non-affiliate Investments $ 540,556 $ 546,028
+Added: ZIPS CAR WASH, LLC Delayed Draw Term Loan - A Consumer services L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 2/11/2022 3/1/2024 16,000 15,691 15,691
+Added: Delayed Draw Term Loan - B 10
+Added: L+7.25% (Floor 1.00%)/Q, Current Coupon 8.26% 2/11/2022 3/1/2024 199 159 159
+Added: 15,850 15,850
+Added: Total Non-control/Non-affiliate Investments (177.5% of net assets at fair value) $ 721,392 $ 747,132
+Added: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: March 31, 2022
+Added: Portfolio Company 1,18
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
+Added: Maturity Principal Cost 12,17
Affiliate Investments 6
+Added: AIR CONDITIONING SPECIALIST, INC.
+Added: Revolving Loan 10
+Added: Consumer services L+7.25% (Floor 1.00%) 11/9/2021 11/9/2026 $ — $ (18) $ —
+Added: First Lien L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 11/9/2021 11/9/2026 12,778 12,535 12,535
+Added: 623,693.55 Preferred Units 9
+Added: — 11/9/2021 — — 624 634
+Added: 13,141 13,169
+Added: CATBIRD NYC, LLC 13
+Added: Revolving Loan 10
+Added: Consumer products & retail L+7.00% (Floor 1.00%) 10/15/2021 10/15/2026 — (73) —
+Added: First Lien L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 10/15/2021 10/15/2026 15,900 15,606 15,884
+Added: 1,000,000 Class A units 9
+Added: — 10/15/2021 — — 1,000 1,221
+Added: 500,000 Class B units 9,10
+Added: — 10/15/2021 — — 500 572
+Added: 17,033 17,677
CENTRAL MEDICAL SUPPLY LLC 13
9 unchanged sentences
Business services — 1/4/2016 — — 1,500 924
−Removed: DELPHI BEHAVIORAL HEALTH GROUP, LLC First Lien Healthcare services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 4/8/2020 4/7/2023 1,414 1,414 1,398
−Removed: First Lien L+7.50% (Floor 1.00%)/M, Current Coupon 8.50% 4/8/2020 4/7/2023 1,580 1,580 1,500
+Added: DELPHI BEHAVIORAL HEALTH GROUP, LLC First Lien Healthcare services L+9.50% PIK (Floor 1.00%)/Q, Current Coupon 10.50% 4/8/2020 4/7/2023 1,541 1,541 1,402
+Added: First Lien L+9.00% PIK (Floor 1.00%)/Q, Current Coupon 10.00% 4/8/2020 4/7/2023 1,732 1,732 1,472
+Added: Protective Advance L+11.50% PIK (Floor 1.00%)/Q, Current Coupon 12.50% 8/31/2021 4/7/2023 526 526 526
1,681.04 Common Units — 4/8/2020 — — 3,615 2,460
2 unchanged sentences
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
1 unchanged sentence
Revolving Loan 10
−Removed: Business services L+3.75%, 7.75% PIK (Floor 1.00%) 7/17/2018 7/17/2023 — (2) —
−Removed: First Lien L+3.75%, 7.75% PIK (Floor 1.00%)/Q, Current Coupon 12.50% 7/17/2018 7/17/2023 11,061 10,950 9,966
+Added: Business services L+8.50% (Floor 1.00%) 7/17/2018 7/17/2023 — (1) —
+Added: First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.51% 7/17/2018 7/17/2023 11,221 11,147 10,323
Senior subordinated debt 25% PIK 12/4/2020 1/16/2024 650 650 650
7 unchanged sentences
1,000 Class A units — 11/1/2019 — — — 1,000 674
+Added: 56.259 Class A-1 units — 1/10/2022 — — 56 38
12,418 10,487
1 unchanged sentence
Revolving Loan 10
−Removed: Transportation & logistics L+9.00% (Floor 1.00%) 2/14/2018 2/14/2023 — (23) —
+Added: Transportation & logistics L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 2/14/2018 2/14/2023 750 733 750
First Lien - Term Loan L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 2/14/2018 2/14/2023 10,071 10,041 10,041
7 unchanged sentences
20,660 25,190
−Removed: SIMR, LLC First Lien Healthcare services L+17.00% PIK (Floor 2.00%)/M, Current Coupon 19.00% 9/7/2018 9/7/2023 13,661 13,527 12,103
−Removed: 9,374,510.2 Class B Common Units — 9/7/2018 — — 6,107 —
+Added: LIGHTING RETROFIT INTERNATIONAL, LLC (DBA ENVOCORE) 13
+Added: Revolving Loan 10
+Added: Environmental services 7.50% 12/31/2021 12/31/2025 — — —
+Added: First Lien 7.50% 12/31/2021 12/31/2025 5,195 5,195 4,780
+Added: Second Lien 16
+Added: 10.00% PIK 12/31/2021 12/31/2026 5,208 5,208 3,104
+Added: 208,333.3333 Series A Preferred units 9
— 12/31/2021 — — — —
+Added: 203,124.9999 Common units 9
+Added: — 12/31/2021 — — — —
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
1 unchanged sentence
March 31, 2022
−Removed: Type of Interest Acquisition Fair
Portfolio Company 1,18
−Removed: Industry Rate 3
+Added: Type of Investment 2
+Added: Industry Current Interest Rate 3
+Added: Acquisition Date 14
Maturity Principal Cost 12,17
−Removed: First Lien Media, marketing, & entertainment L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 9/17/2020 9/16/2025 8,500 8,344 8,500
−Removed: 500,000 Class A Common Units 9
+Added: ROSELAND MANAGEMENT, LLC Revolving Loan 10
+Added: Healthcare services L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 575 564 575
+Added: First Lien L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 14,125 14,021 14,125
+Added: 16,084 Class A Units — 11/9/2018 — — 1,517 1,905
16,102 16,605
−Removed: Total Affiliate Investments $ 90,201 $ 85,246
+Added: SIMR, LLC First Lien 16
+Added: Healthcare services L+10.00%, 7.00% PIK (Floor 2.00%)/M, Current Coupon 19.00% 9/7/2018 9/7/2023 13,235 13,101 10,588
+Added: 9,374,510.2 Class B Common Units — 9/7/2018 — — 6,107 —
+Added: 904,903.31 Class W Units — 2/4/2021 — — — —
+Added: 19,208 10,588
+Added: 500,000 Class A Common Units 9
+Added: Media, marketing, & entertainment — 9/17/2020 — — 500 2,960
+Added: Total Affiliate Investments (31.3% of net assets at fair value) $ 140,911 $ 131,879
Control Investments 7
1 unchanged sentence
80% LLC equity interest Multi-sector holdings — 10/20/2015 — — $ 76,000 $ 57,603
−Removed: Total Control Investments $ 72,800 $ 57,158
−Removed: TOTAL INVESTMENTS 12
−Removed: $ 703,557 $ 688,432
+Added: Total Control Investments (13.7% of net assets at fair value) $ 76,000 $ 57,603
+Added: TOTAL INVESTMENTS (222.5% of net assets at fair value) $ 938,303 $ 936,614
1 All debt investments are income-producing, unless otherwise noted.
Equity investments and warrants are non-income producing, unless otherwise noted.
−Removed: 2 All of the Company’s investments, unless otherwise noted, are pledged as collateral for the Company’s senior secured credit facility.
−Removed: 3 The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) and reset daily (D), monthly (M), quarterly (Q), or semiannually (S).
−Removed: For each the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at March 31, 2021.
−Removed: Certain investments are subject to a LIBOR or Prime interest rate floor.
+Added: 2 All of the Company’s investments and the investments of SBIC I (as defined below), unless otherwise noted, are pledged as collateral for the Company’s senior secured credit facility or in support of the SBA-guaranteed debentures to be issued by Capital Southwest SBIC I, LP, our wholly-owned subsidiary that operates as a small business investment company ("SBIC I"), respectively.
+Added: 3 The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Secured Overnight Financing Rate ("SOFR") or Prime (“P”) and reset daily (D), monthly (M), quarterly (Q), or semiannually (S).
+Added: For each investment, the Company has provided the spread over LIBOR, SOFR or Prime and the current contractual interest rate in effect at March 31, 2022.
+Added: Certain investments are subject to an interest rate floor.
Certain investments, as noted, accrue payment-in-kind ("PIK") interest.
−Removed: 4 The Company's investment portfolio is comprised entirely of privately held debt and equity securities for which quoted prices falling within the categories of Level 1 and Level 2 inputs are not available.
+Added: 4 The Company's investment portfolio is comprised entirely of debt and equity securities of privately held companies for which quoted prices falling within the categories of Level 1 and Level 2 inputs are not readily available.
Therefore, the Company values all of its portfolio investments at fair value, as determined in good faith by the Board of Directors, using significant unobservable Level 3 inputs.
16 unchanged sentences
11 Income producing through dividends or distributions.
−Removed: 12 As of March 31, 2021, the cumulative gross unrealized appreciation for federal income tax purposes is approximately $40.2 million;
+Added: 12 As of March 31, 2022, the cumulative gross unrealized appreciation for U.S.
+Added: federal income tax purposes is approximately $67.8 million;
cumulative gross unrealized depreciation for federal income tax purposes is $61.7 million.
Cumulative net unrealized appreciation is $6.1 million, based on a tax cost of $852.4 million.
−Removed: 13 Our investments in Acceleration Partners preferred and common units, American Nuts Operations LLC Class A common stock, ASC Ortho Management Company, LLC common units, Broad Sky Networks LLC Series A Preferred units, CityVet, Inc.
−Removed: Class A units, Danforth Advisors, LLC common units, Electronic Transaction Consultants LLC Class A units, Flip Electronics, LLC common units, LGM Pharma, LLC Class A common stock, NinjaTrader, LLC preferred units, Tax Advisors Group, LLC Class A units, Trafera, LLC Class A units, Central Medical Supply LLC Preferred units, Chandler Signs, LP Class A-1 common stock, Dynamic Communities, LLC Preferred units, ITA Holdings Group, LLC membership interest and Sonobi, Inc.
−Removed: Class A common units are held through a wholly-owned taxable subsidiary of the Company.
+Added: 13 Investment is held through a wholly-owned taxable subsidiary.
14 The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
1 unchanged sentence
15 The investment is structured as a split lien term loan, which provides the Company with a first lien priority on certain assets of the obligor and a second lien priority on different assets of the obligor.
+Added: 16 Investment is on non-accrual status as of March 31, 2022, meaning the Company has ceased to recognize interest income on the investment.
17 Represents amortized cost.
Negative cost in this column represents the original issue discount of certain undrawn revolvers and delayed draw term loans.
−Removed: 17 The investment is structured as a first lien first out term loan.
+Added: 18 Equity ownership may be held in shares or units of a company that is either wholly owned by the portfolio company or under common control by the same parent company to the portfolio company.
A brief description of the portfolio company in which we made an investment that represents greater than 5% of our total assets as of March 31, 2022 is included in Note 16.
6 unchanged sentences
Portfolio Company 1
−Removed: Investment 2,14
Industry Rate 3
1 unchanged sentence
Non-control/Non-affiliate Investments 5
−Removed: AAC HOLDINGS, INC.
−Removed: First Lien - Priming Healthcare services P +13.50% (Floor 1.00%)/Q, Current Coupon 16.75% 3/21/2019 4/15/2020 $ 1,968 $ 1,969 $ 1,968
−Removed: First Lien 16
−Removed: L+6.75% (Floor 1.00%)/Q, 4.00% PIK, Current Coupon 13.33% 6/28/2017 6/30/2023 9,079 8,915 3,977
+Added: AAC NEW HOLDCO INC.
+Added: First Lien Healthcare services 10.00%, 8.00% PIK 12/11/2020 6/25/2025 $ 7,981 $ 7,981 $ 7,941
+Added: 374,543 shares common stock — 12/11/2020 — — 1,785 1,785
+Added: Warrants (Expiration - December 11, 2025) — 12/11/2020 — — 2,198 2,198
+Added: 11,964 11,924
+Added: ACCELERATION PARTNERS, LLC 8,13
+Added: First Lien Media, marketing & entertainment L+8.21% (Floor 1.00%)/Q, Current Coupon 9.21% 12/1/2020 12/1/2025 8,750 8,500 8,750
+Added: Delayed Draw Term Loan 10
+Added: L+8.21% (Floor 1.00%)/Q, Current Coupon 9.21% 12/1/2020 12/1/2025 2,965 2,889 2,965
+Added: 1,000 Preferred Units 9
+Added: — 12/1/2020 — — 1,000 1,000
+Added: 1,000 Class A Common Units 9
+Added: — 12/1/2020 — — — —
+Added: 12,389 12,715
ACE GATHERING, INC.
2 unchanged sentences
ADAMS PUBLISHING GROUP, LLC First Lien Media, marketing & entertainment L+7.00% (Floor 1.75%)/Q, Current Coupon 8.75% 7/2/2018 7/2/2023 9,920 9,795 9,920
−Removed: Delayed Draw Term Loan L+7.50% (Floor 1.75%)/Q, Current Coupon 9.25% 7/2/2018 7/2/2023 344 320 330
−Removed: 10,892 10,642
−Removed: AG KINGS HOLDINGS INC.
−Removed: First Lien Food, agriculture & beverage L+10.02% (Floor 1.00%)/M, Current Coupon 12.69% 8/4/2016 8/8/2021 9,308 9,194 5,445
ALLIANCE SPORTS GROUP, L.P.
−Removed: Senior subordinated debt Consumer products & retail 11.00% 8/1/2017 2/1/2023 10,100 9,980 9,747
+Added: Senior subordinated debt Consumer products & retail 14.00% PIK 8/1/2017 2/1/2023 11,134 11,043 10,989
+Added: Unsecured convertible note 6.00% PIK 7/15/2020 9/30/2024 173 173 173
3.88% preferred membership interest — 8/1/2017 — — 2,500 2,500
13,716 13,662
+Added: ALLOVER MEDIA, LLC Revolving Loan 10
+Added: Media, marketing & entertainment L+8.50% (Floor 1.00%) 3/10/2021 3/10/2026 — (39) —
+Added: First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 3/10/2021 3/10/2026 13,000 12,742 12,742
+Added: 12,703 12,742
+Added: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: March 31, 2021
+Added: Type of Interest Acquisition Fair
+Added: Portfolio Company 1
+Added: Industry Rate 3
+Added: Maturity Principal Cost Value 4
AMERICAN NUTS OPERATIONS LLC 13
8 unchanged sentences
Second Lien 0.5%, L+9.00% PIK (Floor 1.00%)/Q, Current Coupon 10.50% 11/3/2016 6/6/2024 2,341 2,317 55
−Removed: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS
−Removed: March 31, 2020
−Removed: Type of Interest Acquisition Fair
−Removed: Portfolio Company 1
−Removed: Investment 2,14
−Removed: Industry Rate 3
−Removed: Maturity Principal Cost Value 4
AMWARE FULFILLMENT LLC First Lien Distribution L+9.00% (Floor 1.00%)/M, Current Coupon 10.00% 7/29/2016 12/31/2021 17,407 17,315 17,407
12 unchanged sentences
Second Lien Term Loan 15
−Removed: Commodities & mining L+11.00%/Q, (Floor 1.00%) 1.00% PIK, Current Coupon 13.91% 7/30/2018 7/30/2023 8,624 8,497 8,451
+Added: Commodities & mining L+13.00%, 1.00% PIK (Floor 1.00%)/Q, Current Coupon 15.00% 7/30/2018 7/30/2023 8,712 8,617 8,233
Second Lien- Term Loan B 15
−Removed: L+11.00%/Q, (Floor 1.00%) 1.00% PIK, Current Coupon 13.43% 3/30/2020 7/30/2023 2,000 1,960 1,960
−Removed: 10,457 10,411
−Removed: CALIFORNIA PIZZA KITCHEN, INC.
−Removed: First Lien Restaurants L+6.00% (Floor 1.00%)/M, Current Coupon 7.62% 8/19/2016 8/23/2022 4,825 4,802 2,441
−Removed: CAPITAL PAWN HOLDINGS, LLC First Lien Consumer products & retail L+9.50%/Q, Current Coupon 11.41% 12/21/2017 7/8/2020 11,097 11,068 11,075
−Removed: CLICKBOOTH.COM, LLC Revolving Loan Media, marketing & entertainment L+8.50% (Floor 1.00%)/Q, Current Coupon 9.5% 12/5/2017 1/31/2025 1,086 1,080 1,086
−Removed: First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 10.41% 12/5/2017 1/31/2025 19,000 18,739 19,000
+Added: L+13.00%, 1.00% PIK (Floor 1.00%)/Q, Current Coupon 15.00% 3/30/2020 7/30/2023 2,016 1,986 1,905
10,603 10,138
4 unchanged sentences
Portfolio Company 1
−Removed: Investment 2,14
Industry Rate 3
Maturity Principal Cost Value 4
−Removed: DANFORTH ADVISORS, LLC 13
+Added: BROAD SKY NETWORKS LLC 13
Revolving Loan 10
−Removed: Business services L+7.25% (Floor 2.00%)/Q, Current Coupon 9.25% 9/28/2018 9/28/2023 500 486 500
+Added: Telecommunications L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 500 453 496
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 15,000 14,715 14,880
−Removed: 875 Class A equity units 9
+Added: 1,000,000 Series A Preferred units 9
— 12/11/2020 — — 1,000 1,000
−Removed: DELPHI INTERMEDIATE HEALTHCO, LLC 16
−Removed: Revolving Loan Healthcare services L+9.50% (Floor 1.00%)/Q, Current Coupon 11.97% 10/2/2019 10/3/2022 1,223 1,223 1,223
+Added: 16,168 16,376
+Added: CALIFORNIA PIZZA KITCHEN, INC.
+Added: First Lien Restaurants L+10.00% (Floor 1.50%)/Q, Current Coupon 11.50% 11/23/2020 11/23/2024 669 652 668
+Added: First Lien Rolled Up 1.00%, L+11.00% PIK (Floor 1.50%)/Q, Current Coupon 13.50% 11/23/2020 11/23/2024 741 739 737
+Added: Second Lien 1.00%, L+12.50% PIK (Floor 1.50%)/Q, Current Coupon 15.00% 11/23/2020 5/23/2025 814 814 796
+Added: 48,423 shares of common stock — 11/23/2020 — — 1,317 1,317
+Added: CAPITAL PAWN HOLDINGS, LLC First Lien Consumer products & retail L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 12/21/2017 7/8/2023 8,854 8,840 8,854
+Added: CHEMISTRY RX HOLDINGS, LLC First Lien Specialty chemicals L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 3/15/2021 3/13/2026 8,000 7,841 7,841
+Added: CITYVET, INC.
+Added: Delayed Draw Term Loan 10
+Added: Healthcare services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 3/5/2021 3/5/2026 3,250 3,053 3,053
+Added: 271,739 Class A units 9
+Added: — 3/5/2021 — — 500 500
+Added: CLICKBOOTH.COM, LLC Revolving Loan 10
+Added: Media, marketing & entertainment L+8.50% (Floor 1.00%) 12/5/2017 1/31/2025 — (5) —
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 12/5/2017 1/31/2025 18,525 18,308 18,525
+Added: 18,303 18,525
+Added: DANFORTH ADVISORS, LLC 13
+Added: 875 Class A equity units 9
+Added: Business services — 9/28/2018 — — 875 2,855
First Lien Business services L+8.00% (Floor 2.00%)/Q, Current Coupon 10.00% 6/28/2019 6/28/2024 5,820 5,737 5,878
+Added: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: March 31, 2021
+Added: Type of Interest Acquisition Fair
+Added: Portfolio Company 1
+Added: Industry Rate 3
+Added: Maturity Principal Cost Value 4
DUNN PAPER, INC.
Second Lien Paper & forest products L+8.75% (Floor 1.00%)/M, Current Coupon 9.75% 9/28/2016 8/26/2023 3,000 2,974 3,000
−Removed: ENVIRONMENTAL PEST SERVICE MANAGEMENT COMPANY, LLC First Lien Consumer services L+7.00%(Floor 1.00%)/Q, Current Coupon 8.91% 6/22/2018 6/22/2023 15,292 15,103 15,292
−Removed: Delayed Draw Term Loan 10
−Removed: L+7.00%(Floor 1.00%)/Q, Current Coupon 8.91% 6/22/2018 6/22/2023 6,110 6,015 6,111
+Added: ELECTRONIC TRANSACTION CONSULTANTS LLC 13
+Added: Revolving Loan 10
+Added: Software & IT services L+7.50% (Floor 1.00%) 7/24/2020 7/24/2025 — (56) —
+Added: First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 7/24/2020 7/24/2025 10,000 9,845 9,840
+Added: 1,000 Class A units 9
— 7/24/2020 — — 1,000 1,000
+Added: 10,789 10,840
ESCP DTFS, INC.
1 unchanged sentence
First Lien - Term Loan B L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 5,350 5,270 4,986
−Removed: Delayed Draw Term Loan A1 10
−Removed: L+6.50%(Floor 1.75%) 1/31/2020 1/31/2025 — (10) —
−Removed: Delayed Draw Term Loan A2 10
−Removed: L+8.50%(Floor 1.75%) 1/31/2020 1/31/2025 — (10) —
−Removed: Delayed Draw Term Loan B1 10
−Removed: L+6.50%(Floor 1.75%) 1/31/2020 1/31/2025 — (3) —
−Removed: Delayed Draw Term Loan B2 10
−Removed: L+8.50%(Floor 1.75%) 1/31/2020 1/31/2025 — (3) —
+Added: Delayed Draw Term Loan B1 L+6.50% (Floor 1.75%)/Q, Current Coupon 8.25% 1/31/2020 1/31/2025 500 491 466
+Added: Delayed Draw Term Loan B2 L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 500 491 466
11,521 10,904
+Added: FAST SANDWICH, LLC Revolving Loan 10
+Added: Restaurants L+9.00% (Floor 1.00%) 5/24/2018 5/23/2023 — (32) —
+Added: First Lien L+9.00% (Floor 1.00%)/Q,Current Coupon 10.00% 5/24/2018 5/23/2023 3,359 3,332 3,023
+Added: FLIP ELECTRONICS, LLC 8,13
+Added: First Lien Technology products & components L+8.05% (Floor 1.00%)/M, Current Coupon 9.05% 1/4/2021 1/2/2026 15,500 15,177 15,252
+Added: 2,000,000 Common Units 9
+Added: — 1/4/2021 — — 2,000 2,285
+Added: 17,177 17,537
+Added: GS OPERATING, LLC First Lien Distribution L+6.50%(Floor 1.50%)/M, Current Coupon 8.00% 3/6/2020 2/24/2025 7,920 7,791 7,920
+Added: IAN, EVAN, & ALEXANDER CORPORATION (DBA EVERWATCH) Revolving Loan 10
+Added: Aerospace & defense L+8.50% (Floor 1.00%) 7/31/2020 7/31/2025 — (34) —
+Added: First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 7/31/2020 7/31/2025 9,668 9,493 9,668
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
3 unchanged sentences
Portfolio Company 1
−Removed: Investment 2,14
Industry Rate 3
Maturity Principal Cost Value 4
−Removed: FAST SANDWICH, LLC Revolving Loan 10
−Removed: Restaurants L+9.00% (Floor 1.00%)/Q, 5.0% PIK 5/24/2018 5/23/2023 — (43) —
−Removed: First Lien L+9.00% (Floor 1.00%)/Q, 5.0% PIK,Current Coupon 15.91% 5/24/2018 5/23/2023 3,393 3,354 3,179
−Removed: GS OPERATING, LLC First Lien Distribution L+6.50%(Floor 1.50%)/M, Current Coupon 8.00% 3/6/2020 2/24/2025 8,000 7,842 7,842
ICS DISTRIBUTION, LLC 8
First Lien Industrial services L+8.48% (Floor 2.00%)/Q, Current Coupon 10.48% 10/31/2019 10/31/2024 20,500 20,121 20,275
−Removed: IENERGIZER LIMITED First Lien 9
−Removed: Business services L+6.00%(Floor 1.00%)/M, Current Coupon 7.00% 4/17/2019 4/17/2024 12,000 11,899 12,000
JVMC HOLDINGS CORP.
First Lien Financial services L+7.75% (Floor 1.00%)/M, Current Coupon 8.75% 2/28/2019 2/28/2024 7,047 7,000 6,850
+Added: KLEIN HERSH, LLC Revolving Loan 10
+Added: Business services L+8.00% (Floor 0.75%) 11/13/2020 11/13/2025 — (17) —
+Added: First Lien L+8.00% (Floor 0.75%)/S, Current Coupon 8.75% 11/13/2020 11/13/2025 14,813 14,534 14,813
+Added: 14,517 14,813
+Added: First Lien 15
+Added: Distribution L+6.00% (Floor 1.00%)/Q, Current Coupon 7.00% 1/5/2021 11/23/2025 16,000 15,923 15,968
LANDPOINT HOLDCO, INC.
2 unchanged sentences
First Lien Healthcare products L+8.50% (Floor 1.00%)/M, Current Coupon 9.50% 11/15/2017 11/15/2023 11,424 11,315 11,424
+Added: Delayed Draw Term Loan L+10.00% (Floor 1.00%)/Q, Current Coupon 11.00% 7/24/2020 11/15/2023 2,488 2,448 2,487
142,278.89 units of Class A common stock 9
5 unchanged sentences
14,509 12,021
−Removed: MEDIA RECOVERY, INC.
−Removed: Earnout Industrial Products — 11/25/2019 — — 1,517 —
+Added: MAKO STEEL LP Revolving Loan 10
+Added: Business services L+7.25% (Floor (0.75%)/Q, Current Coupon 8.00% 03/15/2021 03/13/2026 660 623 647
+Added: First Lien L+7.25% (Floor (0.75%)/Q, Current Coupon 8.00% 03/15/2021 03/13/2026 8,113 7,952 7,952
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
3 unchanged sentences
Portfolio Company 1
−Removed: Investment 2,14
Industry Rate 3
2 unchanged sentences
Revolving Loan 10
−Removed: Financial Services L+6.00% (Floor 1.50%)/Q, Current Coupon 7.90% 12/18/2019 12/18/2024 1,100 1,093 1,100
+Added: Financial services L+6.75% (Floor 1.50%) 12/18/2019 12/18/2024 — (6) —
First Lien L+6.75% (Floor 1.50%)/Q, Current Coupon 8.25% 12/18/2019 12/18/2024 19,250 18,784 19,250
+Added: Delayed Draw Term Loan 10
+Added: L+6.75% (Floor 1.50%)/Q 12/31/2020 12/18/2024 — (36) —
2,000,000 Preferred Units 9
3 unchanged sentences
Second Lien Business services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 12/8/2017 12/20/2025 10,500 9,980 10,132
+Added: ROSELAND MANAGEMENT, LLC Revolving Loan 10
+Added: Healthcare services L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 500 482 500
+Added: First Lien L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 14,270 14,108 14,270
+Added: 13,811 Class A Units — 11/9/2018 — — 1,381 1,720
+Added: 15,971 16,490
+Added: RTIC SUBSIDIARY HOLDINGS, LLC Revolving Loan 10
+Added: Consumer products & retail L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 329 317 329
+Added: First Lien L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 7,135 7,054 7,135
First Lien Healthcare products L+9.68% (Floor 2.00%)/M, Current Coupon 11.68% 3/21/2019 3/21/2024 16,750 16,422 16,750
4 unchanged sentences
Financial services — 6/23/2017 — — 541 1,539
−Removed: TRINITY 3, LLC 13
−Removed: First Lien Technology products & components L+7.50% (Floor 1.50%)/Q, Current Coupon 9.41% 11/15/2019 11/15/2024 14,161 13,894 14,048
+Added: TRAFERA, LLC (FKA TRINITY 3, LLC) 13
+Added: First Lien 15
+Added: Technology products & components L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 9/30/2020 9/30/2025 9,975 9,838 9,975
896.43 Class A units 9
1 unchanged sentence
11,043 13,179
−Removed: 1,114 Preferred Units Media, marketing & entertainment — 2/1/2017 — — 1,114 3,100
−Removed: 1,443 Common Units — 2/1/2017 — — 277 1,756
USA DEBUSK, LLC First Lien Industrial services L+5.75% (Floor 1.00%)/M, Current Coupon 6.75% 2/25/2020 10/22/2024 7,900 7,782 7,892
−Removed: VISTAR MEDIA INC.
−Removed: First Lien Media, marketing & entertainment L+7.5% (Floor 2.00%)/M, Current Coupon 9.5% 2/17/2017 4/3/2023 11,416 10,605 11,416
−Removed: 171,617 shares of Series A preferred stock — 4/3/2019 — — 1,874 4,776
−Removed: Warrants (Expiration - April 3, 2029) — 4/3/2019 — — 620 2,718
−Removed: 13,099 18,910
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
3 unchanged sentences
Portfolio Company 1
−Removed: Investment 2,14
Industry Rate 3
Maturity Principal Cost Value 4
+Added: VISTAR MEDIA INC.
+Added: First Lien Media, marketing & entertainment L+7.50%, 2.50% PIK (Floor 2.00%)/M, Current Coupon 12.00% 2/17/2017 4/3/2023 11,481 10,920 11,481
+Added: 171,617 shares of Series A preferred stock — 4/3/2019 — — 1,874 3,904
+Added: Warrants (Expiration - April 3, 2029) — 4/3/2019 — — 620 1,853
+Added: 13,414 17,238
VTX HOLDINGS, INC.
2 unchanged sentences
22,579 23,229
+Added: ZENFOLIO INC.
+Added: Revolving Loan Business services L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 2,000 1,992 1,820
+Added: First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 14,888 14,722 13,548
+Added: 16,714 15,368
Total Non-control/Non-affiliate Investments $ 540,556 $ 546,028
Affiliate Investments 6
+Added: CENTRAL MEDICAL SUPPLY LLC 13
+Added: Revolving Loan 10
+Added: Healthcare services L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 $ 300 $ 275 $ 276
+Added: First Lien L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 7,500 7,371 6,908
+Added: Delayed Draw Capex Term Loan 10
+Added: L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 100 75 92
+Added: 875,000 Preferred Units 9
+Added: — 5/22/2020 — — 875 641
CHANDLER SIGNS, LLC 13
1 unchanged sentence
Business services — 1/4/2016 — — 1,500 1,343
+Added: CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: March 31, 2021
+Added: Type of Interest Acquisition Fair
+Added: Portfolio Company 1
+Added: Industry Rate 3
+Added: Maturity Principal Cost Value 4
+Added: DELPHI BEHAVIORAL HEALTH GROUP, LLC First Lien Healthcare services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 4/8/2020 4/7/2023 1,414 1,414 1,398
+Added: First Lien L+7.50% (Floor 1.00%)/M, Current Coupon 8.50% 4/8/2020 4/7/2023 1,580 1,580 1,500
+Added: 1,681.04 Common Units — 4/8/2020 — — 3,615 3,615
DYNAMIC COMMUNITIES, LLC 13
Revolving Loan 10
−Removed: Business services L+8.00% (Floor 1.00%) 7/17/2018 7/17/2023 — (3) —
−Removed: First Lien L+8.00% (Floor 1.00%)/M, Current Coupon 9.00% 7/17/2018 7/17/2023 10,780 10,625 9,928
+Added: Business services L+3.75%, 7.75% PIK (Floor 1.00%) 7/17/2018 7/17/2023 — (2) —
+Added: First Lien L+3.75%, 7.75% PIK (Floor 1.00%)/Q, Current Coupon 12.50% 7/17/2018 7/17/2023 11,061 10,950 9,966
+Added: Senior subordinated debt 25% PIK 12/4/2020 1/16/2024 372 372 372
2,000,000 Preferred Units 9
2 unchanged sentences
GRAMMATECH, INC.
−Removed: Revolving Loan Software & IT services L+7.50% (Floor 2.00%)/Q, Current Coupon 9.50% 11/1/2019 11/1/2024 2,500 2,460 2,460
+Added: Revolving Loan 10
+Added: Software & IT services L+7.50% (Floor 2.00%) 11/1/2019 11/1/2024 — (31) —
First Lien L+7.50% (Floor 2.00%)/Q, Current Coupon 9.50% 11/1/2019 11/1/2024 11,500 11,346 11,420
10 unchanged sentences
— 3/29/2019 — — 538 2,968
+Added: 9.25% Class A Membership Interest 9
+Added: — 2/14/2018 — — 1,500 2,532
+Added: 19,383 23,395
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
3 unchanged sentences
Portfolio Company 1
−Removed: Investment 2,14
Industry Rate 3
Maturity Principal Cost Value 4
−Removed: 9.25% Class A Membership Interest 9
−Removed: — 2/14/2018 — — 1,500 2,099
−Removed: 18,903 22,218
−Removed: ROSELAND MANAGEMENT, LLC Revolving Loan 10
−Removed: Healthcare services L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 500 475 500
−Removed: First Lien L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 10,369 10,228 10,369
−Removed: 10,000 Class A Units — 11/9/2018 — — 1,000 1,334
−Removed: 11,703 12,203
−Removed: SIMR, LLC First Lien Healthcare services L+10.00% (Floor 2.00%)/M, 7.00% PIK, Current Coupon 19.00% 9/7/2018 9/7/2023 11,693 11,522 11,190
+Added: SIMR, LLC First Lien Healthcare services L+17.00% PIK (Floor 2.00%)/M, Current Coupon 19.00% 9/7/2018 9/7/2023 13,661 13,527 12,103
9,374,510.2 Class B Common Units — 9/7/2018 — — 6,107 —
19,634 12,103
−Removed: ZENFOLIO INC.
−Removed: Revolving Loan Business services L+9.00% (Floor 1.00%)/Q, Current Coupon 10.34% 7/17/2017 7/17/2022 2,000 1,991 1,888
−Removed: First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.91% 7/17/2017 7/17/2022 13,906 13,704 13,127
−Removed: 190 shares of common stock — 7/17/2017 — — 1,900 —
+Added: First Lien Media, marketing, & entertainment L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 9/17/2020 9/16/2025 8,500 8,344 8,500
+Added: 500,000 Class A Common Units 9
— 9/17/2020 — — 500 1,235
11 unchanged sentences
For each the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at March 31, 2021.
−Removed: Certain investments are subject to a LIBOR or Prime interest rate floor.
+Added: Certain investments are subject to a LIBOR or Prime interest rate flo or.
Certain investments, as noted, accrue payment-in-kind ("PIK") interest.
20 unchanged sentences
cumulative gross unrealized depreciation for federal income tax purposes is $27.3 million.
−Removed: Cumulative net unrealized depreciation is $44.1 million, based on a tax cost of $597.7 million.
−Removed: 13 Our investment in ASC Ortho Management Company, LLC common units, Danforth Advisors, LLC Class A units, American Nuts Operations LLC Class A common stock, LGM Pharma, LLC Class A common stock, NinjaTrader, LLC preferred units, Trinity 3, LLC Class A units, Tax Advisors Group, LLC Class A units, Chandler Signs, LLC Class A-1 common stock, Dynamic Communities, LLC Preferred units, and ITA Holdings Group, LLC Class A membership interest are held through a wholly-owned taxable subsidiary of the Company.
+Added: Cumulative net unrealized appreciation is $12.9 million, based on a tax cost of $700.9 million.
+Added: 13 Our investments in Acceleration Partners preferred and common units, American Nuts Operations LLC Class A common stock, ASC Ortho Management Company, LLC common units, Broad Sky Networks LLC Series A Preferred units, CityVet, Inc.
+Added: Class A units, Danforth Advisors, LLC common units, Electronic Transaction Consultants LLC Class A units, Flip Electronics, LLC common units, LGM Pharma, LLC Class A common stock, NinjaTrader, LLC preferred units, Tax Advisors Group, LLC Class A units, Trafera, LLC Class A units, Central Medical Supply LLC Preferred units, Chandler Signs, LP Class A-1 common stock, Dynamic Communities, LLC Preferred units, ITA Holdings Group, LLC membership interest and Sonobi, Inc.
+Added: Class A common units are held through a wholly-owned taxable subsidiary of the Company.
14 The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
−Removed: These investments are generally subject to certain limitations on resale, and may be deemed "restricted securities" under the Securities Act.
+Added: These investments, which as of March 31, 2021 represented 204.7% of the Company's net assets or 93.6% of the Company's total assets, are generally subject to certain limitations on resale, and may be deemed "restricted securities" under the Securities Act.
15 The investment is structured as a split lien term loan, which provides the Company with a first lien priority on certain assets of the obligor and a second lien priority on different assets of the obligor.
−Removed: 16 Investment was on non-accrual status as of March 31, 2020, meaning the Company has ceased to recognize interest income on the investment.
−Removed: The current interest rate and terms disclosed on investments on non-accrual reflect the terms at the time of placement on non-accrual status.
+Added: 16 Represents amortized cost.
Negative cost in this column represents the original issue discount of certain undrawn revolvers and delayed draw term loans.
+Added: 17 The investment is structured as a first lien first out term loan.
A brief description of the portfolio company in which we made an investment that represents greater than 5% of our total assets as of March 31, 2021 is included in Note 16.
17 unchanged sentences
Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year that generated such taxable income.
−Removed: Capital Southwest Management Corporation (“CSMC”), a wholly-owned subsidiary of CSWC, was the management company for CSWC.
−Removed: Effective December 31, 2020, CSMC merged with and into CSWC, with CSWC continuing as the surviving entity in the merger.
−Removed: Prior to December 31, 2020, CSMC generally incurred all normal operating and administrative expenses, including, but not limited to, salaries and related benefits, rent, equipment and other administrative costs required for its day-to-day operations (the “Administrative Expenses”).
−Removed: After December 31, 2020, the Administrative Expenses will be directly incurred by CSWC.
−Removed: The Company continues to be internally managed and the merger has no impact on the day-to-day operations of the business.
−Removed: CSWC also has a direct wholly owned subsidiary that has been elected to be a taxable entity (the “Taxable Subsidiary”).
+Added: CSWC has a direct wholly owned subsidiary that has been elected to be a taxable entity (the “Taxable Subsidiary”).
The primary purpose of the Taxable Subsidiary is to permit CSWC to hold certain interests in portfolio companies that are organized as limited liability companies, or LLCs (or other forms of pass-through entities) and still allow us to satisfy the RIC tax requirement that at least 90% of our gross income for federal income tax purposes must consist of qualifying investment income.
1 unchanged sentence
We focus on investing in companies with histories of generating revenues and positive cash flow, established market positions and proven management teams with strong operating discipline.
−Removed: We target senior debt investments and equity investments in lower middle market ("LMM") companies, as well as first and second lien loans in upper middle market ("UMM") companies.
+Added: Our core business is to target senior debt investments and equity investments in lower middle market (“LMM”) companies.
+Added: We also opportunistically target first and second lien loans in upper middle market (“UMM”) companies.
Our target LMM companies typically have annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) generally between $3.0 million and $20.0 million, and our LMM investments generally range in size from $5.0 million to $35.0 million.
2 unchanged sentences
On April 20, 2021, our wholly owned subsidiary, Capital Southwest SBIC I, LP (“SBIC I”) received a license from the U.S.
−Removed: Small Business Administration (the “SBA”) to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958.
−Removed: SBIC I will have an investment strategy substantially similar to ours and make similar types of investments in accordance with SBA regulations.
−Removed: SBIC I and its general partner will be consolidated for U.S.
−Removed: GAAP reporting purposes, and the portfolio investments held by it will be included in the consolidated financial statements.
+Added: Small Business Administration (the “SBA”) to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended.
+Added: SBIC I has an investment strategy substantially similar to ours and makes similar types of investments in accordance with SBA regulations.
+Added: SBIC I and its general partner are consolidated for U.S.
+Added: GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.
+Added: Capital Southwest Management Corporation (“CSMC”), a wholly-owned subsidiary of CSWC, was the management company for CSWC.
+Added: Effective December 31, 2020, CSMC merged with and into CSWC, with CSWC continuing as the surviving entity in the merger.
+Added: Prior to December 31, 2020, CSMC generally incurred all normal operating and administrative expenses, including, but not limited to, salaries and related benefits, rent, equipment and other administrative costs required for its day-to-day operations (the “Administrative Expenses”).
+Added: After December 31, 2020, the Administrative Expenses will be directly incurred by CSWC.
+Added: The Company continues to be internally managed and the merger has no impact on the day-to-day operations of the business.
Basis of Presentation
56 unchanged sentences
Consolidation As permitted under Regulation S-X and ASC 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to CSWC.
−Removed: Accordingly, we consolidate the results of CSWC's wholly-owned Taxable Subsidiary.
+Added: Accordingly, we consolidate the results of CSWC’s wholly-owned Taxable Subsidiary and SBIC I.
Prior to the merger of CSMC into CSWC, we consolidated the results of CSWC’s wholly-owned management company, CSMC.
10 unchanged sentences
If a loan or debt security’s status significantly improves regarding its ability to service debt or other obligations, it will be restored to accrual basis.
+Added: As of March 31, 2022, we had three investments on non-accrual status, which represent approximately 1.5% of our total investment portfolio's fair value and approximately 2.6% of its cost.
As of March 31, 2021, we did not have any investments on non-accrual status.
−Removed: As of March 31, 2020, we had four investments on non-accrual status, which represented approximately 3.3% of our total investment portfolio's fair value and approximately 5.8% of its cost.
To maintain RIC tax treatment, non-cash sources of income such as accretion of interest income may need to be paid out to shareholders in the form of distributions, even though CSWC may not have collected the interest income.
9 unchanged sentences
As of March 31, 2022 and 2021, we have not written off any accrued and uncollected PIK interest from prior periods.
−Removed: For the year ended March 31, 2021, we did not have any investments for which we stopped accruing PIK interest.
For the year ended March 31, 2022, we had two investments for which we stopped accruing PIK interest.
+Added: For the year ended March 31, 2021, we did not have any investments for which we stopped accruing PIK interest.
For the years ended March 31, 2022 and 2021, approximately 3.9% and 10.7%, respectively, of CSWC’s total investment income was attributable to non-cash PIK interest income.
+Added: Fee Income Fee income, generally collected in advance, includes fees for administration and valuation services rendered by the Company.
+Added: These fees are typically charged annually and are amortized into income over the year.
+Added: The Company recognizes nonrecurring fees, including prepayment penalties, waiver fees and amendment fees, as fee income when earned.
+Added: In addition, the Company may also be entitled to an exit fee that is amortized into income over the life of the loan.
+Added: Loan exit fees to be paid at the termination of the loan are accreted into fee income over the contractual life of the loan.
Warrants In connection with the Company's debt investments, the Company will sometimes receive warrants or other equity-related securities from the borrower.
1 unchanged sentence
Any resulting difference between the face amount of the debt and its recorded fair value resulting from the assignment of value to the warrants is treated as original issue discount (“OID”), and accreted into interest income using the effective interest method over the term of the debt investment.
−Removed: Debt Issuance Costs Debt issuance costs include commitment fees and other costs related to CSWC’s senior secured credit facility and its unsecured notes (as discussed further in Note 5).
+Added: Debt Issuance Costs Debt issuance costs include commitment fees and other costs related to CSWC’s senior secured credit facility, its unsecured notes (as discussed further in Note 5) and the debentures guaranteed by the SBA (the "SBA Debentures").
The costs in connection with the credit facility have been capitalized and are amortized into interest expense over the term of the credit facility.
−Removed: The costs in connection with the unsecured notes are a direct deduction from the related debt liability and amortized into interest expense over the term of the December 2022 Notes (as defined below), the October 2024 Notes (as defined below) and the January 2026 Notes (as defined below).
−Removed: Deferred Offering Costs Deferred offering costs include registration expenses related to shelf registration statements and expenses related to the launch of the "at-the-market" ("ATM") program through which we can sell, from time to time, shares of our common stock (the "Equity ATM Program").
+Added: The costs in connection with the unsecured notes and the SBA Debentures are a direct deduction from the related debt liability and amortized into interest expense over the term of the January 2026 Notes (as defined below), the October 2026 Notes (as defined below) and the SBA Debentures.
+Added: Deferred Offering Costs Deferred offering costs include registration expenses related to shelf registration statements and expenses related to the launch of the "at-the-market" ("ATM") program through which we can sell, from time to time,
+Added: shares of our common stock (the "Equity ATM Program").
These expenses consist primarily of SEC registration fees, legal fees and accounting fees incurred related thereto.
2 unchanged sentences
If there are any deferred offering costs remaining at the expiration of the shelf registration statement, these deferred costs are charged to expense.
−Removed: Realized Losses on Extinguishment of Debt Upon the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as a loss upon extinguishment of the underlying debt obligation).
−Removed: Leases The Company is obligated under an operating lease pursuant to which it is leasing an office facility from a third party with a remaining term of approximately one year.
+Added: Realized Losses on Extinguishment of Debt Upon the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs and any "make-whole" premium payment (as discussed in Note 5)) are recognized as a loss upon extinguishment of the underlying debt obligation).
+Added: Leases The Company is obligated under an operating lease pursuant to which it is leasing an office facility from a third party with a remaining term of approximately 10.5 years.
The operating lease is included as an operating lease right-of-use ("ROU") asset and operating lease liability in the accompanying Consolidated Statements of Assets and Liabilities.
23 unchanged sentences
CSMC, a former wholly-owned subsidiary of CSWC, was not a RIC and was required to pay taxes at the corporate rate of 21%.
−Removed: Effective December 31, 2020, CSMC merged with and into CSWC and, as a result, the calendar year ended December 31, 2020 is the last year in which the Company will incur tax expense or benefit related to CSMC.
−Removed: For tax purposes, CSMC had elected to be treated as a taxable entity, and therefore CSMC was not consolidated for tax purposes and was taxed at normal corporate tax rates based on taxable income and, as a result of its activities, may generate income tax expense or benefit.
+Added: Effective December 31, 2020, CSMC merged with and into CSWC and, as a result, the calendar year ended December 31, 2020 was the last year in which the Company incurred a tax provision or benefit related to CSMC.
+Added: For tax purposes, CSMC had elected to be treated as a taxable entity, and therefore CSMC was not consolidated for tax purposes and was taxed at normal corporate tax rates based on taxable income and, as a result of its activities, may generate an income tax provision or benefit.
The taxable income, or loss, of CSMC may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences.
−Removed: This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.
+Added: This income tax provision, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.
The Taxable Subsidiary, a wholly-owned subsidiary of CSWC, is not a RIC and is required to pay taxes at the corporate rate of 21%.
−Removed: For tax purposes, the Taxable Subsidiary has elected to be treated as a taxable entity, and therefore is not consolidated for tax purposes and is taxed at normal corporate tax rates based on taxable income and, as a result of its activities, may generate income tax expense or benefit.
+Added: For tax purposes, the Taxable Subsidiary has elected to be treated as a taxable entity, and therefore is not consolidated for tax purposes and is taxed at normal corporate tax rates based on taxable income and, as a result of its activities,
+Added: may generate an income tax provision or benefit.
The taxable income, or loss, of the Taxable Subsidiary may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences.
−Removed: This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.
−Removed: Management evaluates tax positions taken or expected to be taken in the course of preparing the Company’s consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the
−Removed: applicable tax authority.
+Added: This income tax provision, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.
+Added: Management evaluates tax positions taken or expected to be taken in the course of preparing the Company’s consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.
Tax positions with respect to tax at the CSWC level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current year.
1 unchanged sentence
The Company has concluded that it does not have any uncertain tax positions that meet the recognition of measurement criteria of ASC 740, Income Taxes, (“ASC 740”) for the current period.
−Removed: Also, we account for interest and, if applicable, penalties for any uncertain tax positions as a component of income tax expense.
+Added: Also, we account for interest and, if applicable, penalties for any uncertain tax positions as a component of income tax provision.
No interest or penalties expense was recorded during the years ended March 31, 2022, 2021 and 2020.
3 unchanged sentences
See Note 6 for further discussion.
−Removed: Stock-Based Compensation We account for our stock-based compensation using the fair value method, as prescribed by ASC Topic 718, Compensation – Stock Compensation .
−Removed: Accordingly, we recognize stock-based compensation cost on a straight-line basis for all share-based payments awards granted to employees.
+Added: Stock-Based Compensation We account for our share-based compensation using the fair value method, as prescribed by ASC Topic 718, Compensation – Stock Compensation.
+Added: Accordingly, we recognize share-based compensation cost on a straight-line basis for all share-based payments awards granted to employees.
For restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant.
2 unchanged sentences
The unvested shares of restricted stock awarded pursuant to CSWC’s equity compensation plans are participating securities and are included in the basic and diluted earnings per share calculation.
−Removed: On October 26, 2010, we received an exemptive order from the SEC permitting us to issue restricted stock to our executive officers and certain key employees (the “Original Order”).
−Removed: On August 22, 2017, we received an exemptive order that supersedes the Original Order (the “Exemptive Order”) and, in addition to the relief granted under the Original Order, allows us to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Restricted Stock Award Plan (the “2010 Plan”).
−Removed: The right to grant restricted stock awards under the 2010 Plan will terminate ten years after the date that the 2010 Plan was approved by the Company’s shareholders, which is July 18, 2021.
−Removed: In connection with the termination of the 2010 Plan, the Company’s Board of Directors of Company approved the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan (the “2021 Employee Plan”) as part of the compensation packages for its employees, the terms of which are, in all material respects, identical to the 2010 Plan.
−Removed: In connection therewith, on March 29, 2021, we filed an exemptive application with the SEC that would supersede the Exemptive Order (the “Superseding Exemptive Order”) to permit the Company to (i) issue restricted stock as part of the compensation package for its employees in the 2021 Employee Plan, and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the participants to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the 2021 Employee Plan.
−Removed: In addition, on March 29, 2021, we filed an exemptive application with the SEC (the “Non-Employee Director Plan Exemptive Order”) to permit the Company to (i) issue restricted stock as part of the compensation package for non-employee directors of the Board of Directors (the “Non-Employee Directors”) under the Capital Southwest Corporation 2021 Non-Employee Director Restricted Stock Award Plan (the “Non-Employee Director Plan”), and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the Non-Employee Directors to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the Non-Employee Director Plan.
−Removed: There can be no assurance if and when the Company will receive the Superseding Exemptive Order or the Non-Employee Director Plan Exemptive Order.
−Removed: The terms of the Superseding Exemptive Order and the Non-Employee Director Plan Exemptive Order, if received, is expected to be substantially similar to the Exemptive Order.
−Removed: Each of the 2021 Employee Plan and the Non-Employee Director Plan will also be subject to shareholder approval upon receipt of the Superseding Exemptive Order and the Non-Employee Director Plan Exemptive Order, respectively.
−Removed: At the years ended March 31, 2021 and 2020, there was no adjustment made for the dilutive effect of stock-based awards as there are no options to acquire shares of common stock outstanding.
−Removed: At the year ended March 31, 2019, weighted-average basic shares were adjusted for the diluted effect of stock-based awards of 7,115.
+Added: The right to grant restricted stock awards under the 2010 Plan terminated on July 18, 2021, ten years after the date that the 2010 Restricted Stock Award Plan (the “2010 Plan”) was approved by the Company’s shareholders pursuant to its terms.
+Added: In connection with the termination of the 2010 Plan, the Company’s Board of Directors and shareholders approved the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan (the "2021 Employee Plan") as part of the compensation package for its employees, the terms of which are, in all material respects, identical to the 2010 Plan.
+Added: On July 19, 2021, we received an exemptive order that supersedes the prior exemptive order relating to the 2010 Plan (the “Order”) to permit the Company to (i) issue restricted stock as part of the compensation package for its employees in the 2021 Employee Plan, and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the participants to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the 2021 Employee Plan.
+Added: In addition, the Company's Board of Directors approved the Capital Southwest Corporation 2021 Non-Employee Director Restricted Stock Plan (the "Non-Employee Director Plan") as part of the compensation package for non-employee directors of the Board of Directors.
+Added: In connection therewith, on May 16, 2022, we received an exemptive order that supersedes the Order (the "Superseding Order") and will cover both employees and non-employee directors of the Board of Directors.
+Added: The Non-Employee Director Plan will become effective upon shareholder approval at our 2022 annual meeting of shareholders.
Shareholder Distributions Distributions to common shareholders are recorded on the ex-dividend date.
7 unchanged sentences
With respect to other agreements, the Company intends to work with its portfolio companies and lenders to modify agreements to choose an alternative successor rate.
−Removed: Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts.
−Removed: The standard is effective as of March 12, 2020 through December 31, 2022 and the Company plans to apply the amendments in this update to account for contract modifications due to changes in reference rates.
−Removed: The Company does not believe that it will have a material impact on its consolidated financial statements and disclosures.
−Removed: In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or certain acquired funds (the “Final Rules”).
−Removed: The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.
−Removed: Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules adopt a new definition of “significant subsidiary” applicable only to investment companies that (i) modifies the investment test and the income test, and (ii) eliminates the asset test currently in the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X.
−Removed: The new Rule 1-02(w)(2) of Regulation S-X is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company.
−Removed: The Final Rules became effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date.
−Removed: The Company applied the Final Rule and concluded it did not have a material impact on its consolidated financial statements.
+Added: Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the
+Added: continuation of existing contracts.
+Added: The standard is effective as of March 12, 2020 through December 31, 2022.
+Added: The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
+Added: The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year ended March 31, 2022.
In November 2020, the SEC issued a final rule that modernized and simplifies Management's Discussion and Analysis and certain financial disclosure requirements in Regulation S-K (the “Amendments”).
6 unchanged sentences
however, a registrant must fully comply with each adopted item in its entirety.
−Removed: The Company is currently evaluating the impact of the Amendments on its consolidated financial statements.
+Added: The Company adopted the Amendments for the year ended March 31, 2022 and there were no material changes to the consolidated financial statement or its disclosures.
The following tables show the composition of the investment portfolio, at cost and fair value (with corresponding percentage of total portfolio investments), as of March 31, 2022 and 2021:
22 unchanged sentences
Common equity & warrants 36,052 5.2 10.7 33,227 4.7
−Removed: Financial instruments 4
−Removed: — — — 1,517 0.3
I-45 SLF LLC 3
6 unchanged sentences
These loans provide the Company with a first lien priority on certain assets of the obligor and a second lien priority on different assets of the obligor.
−Removed: As of March 31, 2021 and 2020, the fair value of the split lien term loans included in first lien loans is $25.9 million and $0, respectively.
+Added: As of March 31, 2022 and 2021, the fair value of the split lien term loans included in first lien loans is $36.4 million and $25.9 million, respectively.
As of March 31, 2022 and 2021, the fair value of the split lien term loans included in second lien loans is $33.9 million and $19.1 million, respectively.
3 unchanged sentences
See Note 16 for further discussion.
−Removed: 4 Included in financial instruments is the earnout received in connection with the sale of Media Recovery, Inc.
The following tables show the composition of the investment portfolio by industry, at cost and fair value (with corresponding percentage of total portfolio investments), as of March 31, 2022 and 2021:
5 unchanged sentences
Business Services $ 123,697 13.2 % 29.4 % $ 124,860 13.3 %
−Removed: Media, Marketing, & Entertainment 80,876 11.7 24.1 75,447 10.7
+Added: Consumer Products & Retail 90,457 9.7 21.5 88,375 9.4
Healthcare Services 88,131 9.4 21.0 96,946 10.3
+Added: Consumer Services 71,730 7.7 17.0 71,203 7.6
I-45 SLF LLC 1
1 unchanged sentence
Distribution 54,798 5.9 13.0 54,035 5.8
−Removed: Software & IT Services 46,696 6.8 13.9 45,683 6.5
−Removed: Industrial Services 39,071 5.7 11.6 39,424 5.6
−Removed: Healthcare Products 33,937 4.9 10.1 32,785 4.7
+Added: Food, Agriculture & Beverage 48,876 5.2 11.6 47,057 5.0
+Added: Media, Marketing & Entertainment 43,463 4.6 10.3 33,049 3.5
Financial Services 39,305 4.2 9.3 31,229 3.3
Technology Products & Components 37,047 4.0 8.8 30,440 3.3
−Removed: Consumer Products & Retail 29,980 4.4 8.9 29,927 4.2
Transportation & Logistics 34,038 3.6 8.1 29,513 3.1
−Removed: Food, Agriculture & Beverage 21,575 3.1 6.4 21,641 3.1
−Removed: Telecommunications 19,572 2.8 5.8 24,350 3.5
+Added: Software & IT Services 33,414 3.6 7.9 34,866 3.7
+Added: Education 32,072 3.4 7.6 32,119 3.4
+Added: Healthcare Products 32,054 3.4 7.6 33,018 3.5
Environmental Services 20,641 2.2 4.9 23,108 2.5
+Added: Telecommunications 18,736 2.0 4.5 22,341 2.4
+Added: Energy Services (Upstream) 17,910 1.9 4.3 17,500 1.9
+Added: Specialty Chemicals 17,749 1.9 4.2 17,640 1.9
+Added: Industrial Products 13,891 1.5 3.3 13,901 1.5
+Added: Energy Services (Midstream) 13,465 1.4 3.2 13,582 1.5
+Added: Industrial Services 11,614 1.2 2.8 11,451 1.2
Commodities & Mining 10,877 1.2 2.6 11,135 1.2
+Added: Containers & Packaging 10,671 1.1 2.5 10,723 1.1
Aerospace & Defense 6,800 0.7 1.6 6,672 0.7
−Removed: Energy Services (Midstream) 8,975 1.3 2.7 9,319 1.3
−Removed: Specialty Chemicals 7,841 1.1 2.3 7,841 1.1
Restaurants 5,367 0.6 1.3 4,556 0.5
11 unchanged sentences
57,158 8.3 17.0 72,800 10.3
−Removed: Industrial Services 35,956 6.5 13.2 35,931 6.0
−Removed: Software & IT Services 35,690 6.5 13.1 35,353 5.9
Distribution 53,160 7.7 15.8 52,819 7.5
−Removed: Financial Services 30,586 5.5 11.2 29,651 4.9
+Added: Software & IT Services 46,696 6.8 13.9 45,683 6.5
+Added: Industrial Services 39,071 5.7 11.6 39,424 5.6
Healthcare Products 33,937 4.9 10.1 32,785 4.7
−Removed: Food, Agriculture & Beverage 25,624 4.6 9.4 30,937 5.2
−Removed: Consumer Products and Retail 23,157 4.2 8.5 23,549 3.9
−Removed: Transportation & Logistics 22,218 4.0 8.2 18,903 3.2
−Removed: Consumer Services 21,403 3.9 7.9 21,118 3.5
+Added: Financial Services 33,861 4.9 10.1 28,283 4.0
Technology Products & Components 30,716 4.5 9.1 28,220 4.0
+Added: Consumer Products & Retail 29,980 4.4 8.9 29,927 4.2
+Added: Transportation & Logistics 23,395 3.4 7.0 19,383 2.8
+Added: Food, Agriculture & Beverage 21,575 3.1 6.4 21,641 3.1
+Added: Telecommunications 19,572 2.8 5.8 24,350 3.5
Environmental Services 12,021 1.7 3.6 14,510 2.1
Commodities & Mining 10,138 1.5 3.0 10,603 1.5
+Added: Aerospace & Defense 9,668 1.4 2.9 9,459 1.3
Energy Services (Midstream) 8,975 1.3 2.7 9,319 1.3
+Added: Specialty Chemicals 7,841 1.1 2.3 7,841 1.1
Restaurants 6,542 1.1 1.9 6,822 1.0
−Removed: Telecommunications 4,140 0.7 1.5 7,928 1.3
Paper & Forest Products 3,000 0.4 0.9 2,974 0.4
−Removed: Industrial Products — — — 1,517 0.3
$ 688,432 100.0 % 204.7 % $ 703,557 100.0 %
9 unchanged sentences
March 31, 2022:
−Removed: Southwest $ 196,956 28.6 % 58.6 % $ 200,091 28.4 %
Northeast $ 225,578 24.1 % 53.6 % $ 221,780 23.6 %
−Removed: Southeast 120,168 17.5 35.7 125,317 17.8
+Added: Southwest 206,057 22.0 49.0 204,443 21.8
West 163,924 17.5 38.9 153,292 16.3
+Added: Southeast 136,588 14.6 32.5 138,929 14.9
Midwest 132,308 14.1 31.4 129,354 13.8
1 unchanged sentence
57,603 6.1 13.7 76,000 8.1
+Added: International 14,556 1.6 3.4 14,505 1.5
$ 936,614 100.0 % 222.5 % $ 938,303 100.0 %
7 unchanged sentences
57,158 8.3 17.0 72,800 10.3
−Removed: International 12,000 2.2 4.4 11,898 2.0
$ 688,432 100.0 % 204.7 % $ 703,557 100.0 %
6 unchanged sentences
The valuation process is led by the finance department in conjunction with the investment team.
−Removed: The process includes a monthly review of each investment by our executive officers and investment teams.
−Removed: Valuations of each portfolio security are prepared quarterly by the finance department using updated financial and other operational information collected by the investment teams.
−Removed: Each investment valuation is then subject to review by the executive officers and investment teams.
+Added: The process includes a quarterly review of each investment by our executive officers and investment team.
+Added: Valuations of each portfolio security are prepared quarterly by the finance department using updated financial and other operational information collected by the investment team.
+Added: Each investment valuation is then subject to review by the executive officers and investment team.
In conjunction with the internal valuation process, we have also engaged multiple independent consulting firms specializing in financial due diligence, valuation, and business advisory services to provide third-party valuation reviews of certain investments.
−Removed: The third-party valuation firms provide a range of values for selected investments, which is presented to CSWC’s executive officers and Board of Directors.
+Added: The third-party valuation firms provide a range of values for selected investments, which is presented to CSWC’s executive officers and then subsequently to the Board of Directors.
CSWC also uses a standard internal investment rating system in connection with its investment oversight, portfolio management, and investment valuation procedures for its debt portfolio.
4 unchanged sentences
The Board of Directors has the ultimate responsibility for reviewing and approving, in good faith, the fair value of CSWC’s investments in accordance with the 1940 Act.
+Added: Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act.
+Added: We intend to comply with the new rule's requirements on or before the compliance date on September 8, 2022.
Fair Value Hierarchy
13 unchanged sentences
ASC 820 defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date excluding transaction costs.
−Removed: 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset.
+Added: Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset.
The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset.
31 unchanged sentences
The resulting Required Market Yield is the significant Level 3 input to the Income Approach model.
−Removed: If, with respect to an investment, the unobservable inputs have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from CSWC’s expectations on the date the investment was made, and there have been no significant fluctuations in the market pricing for such investments, we may conclude that the Required Market Yield for that investment is equal to the stated rate on the investment.
+Added: If, with respect to an investment, the unobservable inputs have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from CSWC’s expectations on the date the investment was made, and
+Added: there have been no significant fluctuations in the market pricing for such investments, we may conclude that the Required Market Yield for that investment is equal to the stated rate on the investment.
In instances where CSWC determines that the Required Market Yield is different from the stated rate on the investment, we discount the contractual cash flows on the debt instrument using the Required Market Yield in order to estimate the fair value of the debt security.
23 unchanged sentences
However, in determining the fair value of the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of our investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, expected future cash flows available to equity holders, or other uncertainties surrounding CSWC’s ability to realize the full NAV of its interests in the investment fund.
−Removed: Option Pricing Model Method
−Removed: In certain situations, CSWC will acquire financial instruments which are most appropriately valued using an option pricing model.
−Removed: Typically, option pricing models will use the Black Scholes model methodology and attempt to replicate the features of the underlying derivative instrument.
−Removed: The significant Level 3 input to the Option Pricing Model is the assumed volatility of the underlying portfolio company cash flows.
−Removed: Other inputs into the model are the current price of the security, the strike price of the security, and the time to maturity.
The following fair value hierarchy tables set forth our investment portfolio by level as of March 31, 2022 and 2021 (in thousands):
44 unchanged sentences
Third Party Broker Quote 97.3 - 97.3 97.3
−Removed: Market Approach 55 Exit Value 2.4 2.4
+Added: Enterprise Value Waterfall Approach 3,104 EBITDA Multiple 8.3x - 8.3x 8.3x
+Added: Discount Rate 22.1% - 22.1% 22.1%
Subordinated debt Income Approach 650 Discount Rate 27.4% - 27.4% 27.4%
+Added: Market Approach 172 Cost 100.0 - 100.0 100
+Added: Enterprise Value Waterfall Approach 495 EBITDA Multiple 8.1x - 8.1x 8.1x
+Added: Discount Rate 20.5% - 20.5% 20.5%
Preferred equity Enterprise Value Waterfall Approach 41,563 EBITDA Multiple 6.9x - 18.8x 10.6x
Discount Rate 12.5% - 40.8% 17.8%
+Added: Market Approach 3,100 Cost 100.0 - 100.0 100
Common equity & warrants Enterprise Value Waterfall Approach 36,667 EBITDA Multiple 4.2x - 11.4x 8.5x
Discount Rate 10.1% - 32.2% 18.1%
−Removed: Market Approach 2,039 Cost 100.0 100.0
−Removed: Exit Value 284.4 284.4
+Added: Market Approach 1,757 Exit Value 351.4 - 351.4 351.4
+Added: Income Approach 2,090 Third Party Broker Quote 158.7 - 158.7 158.7
Total Level 3 Investments $ 879,011
5 unchanged sentences
Market Approach 58,449 Cost 93.9 - 98.0 97.6
+Added: Exit Value 100.0 - 101.0 100.2
Second lien loans Income Approach 36,864 Discount Rate 9.9% - 17.6% 14.4%
Third Party Broker Quote 96.5 - 97.8 96.6
+Added: Market Approach 55 Exit Value 2.4 2.4
Subordinated debt Income Approach 11,534 Discount Rate 6.2% - 29.3% 13.4%
3 unchanged sentences
Discount Rate 12.9% - 29.8% 20.0%
−Removed: Financial instruments Option Pricing Model — Assumed Volatility 2.0% 2.0%
+Added: Market Approach 2,039 Cost 100.0 100.0
+Added: Exit Value 284.4 284.4
Total Level 3 Investments $ 631,274
1 unchanged sentence
We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy.
−Removed: Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments from one fair value hierarchy to another.
+Added: Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments from one fair value level to another.
During the years ended March 31, 2022 and 2021, we had no transfers between levels.
−Removed: The following table provides a summary of changes in the fair value of investments measured using Level 3 inputs during the years ended March 31, 2021 and 2020 (in thousands):
+Added: The following tables provide a summary of changes in the fair value of investments measured using Level 3 inputs during the years ended March 31, 2022 and 2021 (in thousands):
Fair Value March 31, 2021 Realized & Unrealized Gains (Losses) Purchases of Investments 1
17 unchanged sentences
In accordance with the 1940 Act, with certain limitations, effective April 25, 2019, the Company is only allowed to borrow amounts such that its asset coverage (i.e., the ratio of assets less liabilities not represented by senior securities to senior securities such as borrowings), calculated pursuant to the 1940 Act, is at least 150% after such borrowing.
−Removed: The Board of Directors also approved a resolution which limits the Company’s issuance of senior securities such that the asset coverage ratio, taking into account any such issuance, would not be less than 166%, which became effective April 25, 2019.
+Added: The Board of Directors also approved a resolution that limits the Company’s issuance of senior securities such that the asset coverage ratio, taking into account any such issuance, would not be less than 166%, which became effective April 25, 2019.
+Added: On August 11,
+Added: 2021, we received an exemptive order from the SEC to permit us to exclude the senior securities issued by SBIC I or any future SBIC subsidiary of the Company from the definition of senior securities in the asset coverage requirement applicable to the Company under the 1940 Act.
As of March 31, 2022, the Company’s asset coverage was 193%.
The Company had the following borrowings outstanding as of March 31, 2022 and 2021 (amounts in thousands):
−Removed: March 31, 2021 March 31, 2020
+Added: March 31, 2022 Outstanding Balance Unamortized Debt Issuance Costs and Debt Discount/Premium Recorded Value
+Added: SBA Debentures $ 40,000 $ (1,648) $ 38,352
Credit Facility 205,000 — 205,000
−Removed: December 2022 Notes — 77,136
−Removed: Unamortized debt issuance costs and debt discount — (1,324)
−Removed: Total December 2022 Notes — 75,812
+Added: January 2026 Notes 140,000 (1,286) 138,714
October 2026 Notes 150,000 (3,478) 146,522
−Removed: Unamortized debt issuance costs and debt discount (2,121) (1,516)
−Removed: Total October 2024 Notes 122,879 73,484
+Added: $ 535,000 $ (6,412) $ 528,588
+Added: March 31, 2021
+Added: Credit Facility $ 120,000 $ — $ 120,000
+Added: October 2024 Notes 125,000 (2,121) 122,879
January 2026 Notes 140,000 (1,575) 138,425
−Removed: Unamortized debt issuance costs and debt discount (1,575) —
−Removed: Total January 2026 Notes 138,425 —
−Removed: Total Borrowings $ 381,304 $ 303,296
+Added: $ 385,000 $ (3,696) $ 381,304
Credit Facility
−Removed: In August 2016, CSWC entered into a senior secured credit facility (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”) to provide additional liquidity to support its investment and operational activities, which included total commitments of $100 million.
−Removed: The Credit Facility contained an accordion feature that allowed CSWC to increase the total commitments under the Credit Facility up to $150 million from new and existing lenders on the same terms and conditions as the existing commitments.
−Removed: In August 2017, we increased our total commitments by $15 million through adding an additional lender using the accordion feature.
−Removed: On November 16, 2017, CSWC entered into Amendment No.
−Removed: 1 (the “Amendment”) to its Credit Facility.
−Removed: Prior to the Amendment, borrowings under the Credit Facility accrued interest on a per annum basis at a rate equal to the applicable LIBOR rate plus 3.25% with no LIBOR floor.
−Removed: CSWC paid unused commitment fees of 0.50% to 1.50% per annum, based on utilization, on the unused lender commitments under the Credit Facility.
−Removed: The Amendment (1) increased the total borrowing capacity under the Credit Facility to $180 million, with commitments from a diversified group of eight lenders, (2) increased the Credit Facility’s accordion feature that allows for an increase in total commitments of up to $250 million under the Credit Facility from new and existing lenders on the same terms and conditions as the existing commitments, (3) reduced the interest rate on borrowings from LIBOR plus 3.25% down to LIBOR plus 3.00%, with a further step-down to LIBOR plus 2.75% at the time the Company’s net worth exceeds $325 million, (4) reduced unused commitment fees from a utilization-based grid of 0.50% to 1.5% down to a range of 0.50% to 1.0% per annum, and (5) extended the Credit Facility’s revolving period that ended on August 30, 2019 through November 16, 2020.
−Removed: Additionally, the final maturity of the Credit Facility was extended from August 30, 2020 to November 16, 2021.
−Removed: On April 16, 2018 and May 11, 2018, CSWC entered into Incremental Assumption Agreements, which increased the total commitments under the Credit Facility by $20 million and $10 million, respectively.
−Removed: The increases were executed in accordance with the accordion feature of the Credit Facility, increasing total commitments from $180 million to $210 million.
−Removed: On December 21, 2018, CSWC entered into the Amended and Restated Senior Secured Revolving Credit Agreement (the "Credit Agreement"), and a related Amended and Restated Guarantee, Pledge and Security Agreement, to amend and restate its Credit Facility.
−Removed: The Credit Agreement (1) increased the total commitments by $60 million from $210 million to an aggregate total of $270 million, provided by a diversified group of nine lenders, (2) increased the Credit Facility's accordion feature to $350 million under the Credit Facility from new and existing lenders on the same terms and conditions as the existing commitments, (3) reduced the interest rate on borrowings from LIBOR plus 3.00% to LIBOR plus 2.50%, subject to certain conditions as outlined in the Credit Agreement, (4) reduced the minimum asset coverage with respect to senior securities representing indebtedness from 200% to 150% after the date on which such minimum asset coverage is permitted to be reduced by the Company under applicable law, and (5) extended the Credit Facility's revolving period from November 16, 2020 to December 21, 2022 and the final maturity was extended from November 16, 2021 to December 21, 2023.
−Removed: The Credit Agreement modified certain covenants in the Credit Facility, including:
−Removed: (1) to provide for a minimum senior coverage ratio of 2-to-1 (in addition to the asset coverage ratio noted below), (2) to increase the minimum obligors’ net
−Removed: worth test from $160 million to $180 million, (3) to reduce the minimum consolidated interest coverage ratio from 2.50-to-1 to 2.25-to-1 as of the last day of any fiscal quarter, and (4) to provide for the fact that the Company will not declare or pay a dividend or distribution in cash or other property unless immediately prior to and after giving effect thereto the Company's asset coverage ratio exceeds 150% (and certain other conditions are satisfied).
−Removed: The Credit Facility also contains certain affirmative and negative covenants, including but not limited to:
−Removed: (1) certain reporting requirements, (2) maintaining RIC and BDC status, (3) maintaining a minimum shareholders’ equity, (4) maintaining a minimum consolidated net worth, and (5) at any time the outstanding advances exceed 90% of the borrowing base, maintaining a minimum liquidity of not less than 10% of the covered debt amount.
−Removed: On May 23, 2019, CSWC entered into an Incremental Assumption Agreement, which increased the total commitments under the Credit Facility by $25 million.
−Removed: The increase was executed under the accordion feature of the Credit Facility and increased total commitments from $270 million to $295 million.
−Removed: On March 19, 2020, CSWC entered into an Incremental Assumption Agreement that increased the total commitments under the accordion feature of the Credit Facility by $30 million, which increased total commitments from $295 million to $325 million.
−Removed: On December 10, 2020, CSWC entered into Amendment No.
−Removed: 1 to the Credit Agreement, which expanded the accordion feature from $350 million to $400 million.
−Removed: In addition, on December 10, 2020, the Company entered into an Incremental Commitment Agreement that increased the total commitments under the Credit Agreement from $325 million to $340 million.
+Added: In August 2016, CSWC entered into a senior secured credit facility (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”) to provide additional liquidity to support its investment and operational activities.
+Added: The Credit Facility contains an accordion feature that allows CSWC to increase the total commitments under the Credit Facility up to $400 million from new and existing lenders on the same terms and conditions as the existing commitments.
+Added: On August 9, 2021, CSWC entered into the Second Amended and Restated Senior Secured Revolving Credit Agreement (the "Credit Agreement").
+Added: Prior to the Credit Agreement, (1) borrowings under the Credit Facility accrued interest on a per annum basis at a rate equal to the applicable LIBOR rate plus 2.50% with no LIBOR floor, and (2) the total borrowing capacity was $340 million with commitments from a diversified group of eleven lenders.
+Added: The Credit Agreement (1) decreased the total borrowing capacity under the Credit Facility to $335 million with commitments from a diversified group of ten lenders, (2) reduced the interest rate on borrowings to LIBOR plus 2.15% with no LIBOR floor and removed conditions related thereto as previously set forth in the Amended and Restated Senior Secured Revolving Credit Agreement, and (3) extended the end of the Credit Facility's revolver period from December 21, 2022 to August 9, 2025 and extended the final maturity from December 21, 2023 to August 9, 2026.
+Added: The Credit Agreement also modified certain covenants in the Credit Facility, including, among other things, to increase the minimum obligors’ net worth test from $180 million to $200 million.
+Added: CSWC pays unused commitment fees of 0.50% to 1.00% per annum, based on utilization, on the unused lender commitments under the Credit Facility.
+Added: The Credit Facility contains certain affirmative and negative covenants, including but not limited to:
+Added: (1) certain reporting requirements, (2) maintaining RIC and BDC status, (3) maintaining a minimum senior coverage ratio of 2 to 1, (4) maintaining a minimum shareholders’ equity, (5) maintaining a minimum consolidated net worth, (6) maintaining a regulatory asset coverage of not less than 150%, (7) maintaining an interest coverage ratio of at least 2.25 to 1.0, and (8) at any time the outstanding advances exceed 90% of the borrowing base, maintaining a minimum liquidity of not less than 10% of the covered debt amount.
The Credit Facility also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, bankruptcy, and change of control, with customary cure and notice provisions.
If the Company defaults on its obligations under the Credit Facility, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests.
−Removed: There are no changes to the covenants or the events of default in the Credit Facility as a result of the Amendment.
The Credit Facility is secured by (1) substantially all of the present and future property and assets of the Company and the guarantors and (2) 100% of the equity interests in the Company’s wholly-owned subsidiary.
−Removed: As of March 31, 2021, substantially all of the Company’s assets were pledged as collateral for the Credit Facility.
+Added: As of March 31, 2022, substantially all of the Company’s assets were pledged as collateral for the Credit Facility, except for assets held in SBIC I.
At March 31, 2022, CSWC had $205.0 million in borrowings outstanding under the Credit Facility.
−Removed: CSWC recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs of $6.8 million and $8.3 million, respectively, for the years ended March 31, 2021 and 2020.
+Added: CSWC recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs of $6.2 million, $6.8 million and $8.3 million respectively, for the years ended March 31, 2022, 2021 and 2020.
The weighted average interest rate on the Credit Facility was 2.50% and 3.05%, respectively, for the years ended March 31, 2022 and 2021.
3 unchanged sentences
In December 2017, the Company issued $57.5 million in aggregate principal amount, including the underwriters’ full exercise of their option to purchase additional principal amounts to cover over-allotments, of 5.95% Notes due 2022 (the “December 2022 Notes”).
−Removed: The December 2022 Notes mature on December 15, 2022 and may be redeemed in whole or in part at any time, or from time to time, at the Company’s option on or after December 15, 2019.
−Removed: The December 2022 Notes bear interest at a rate of 5.95% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2018.
−Removed: The December 2022 Notes are an unsecured obligation, rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.
+Added: The December 2022 Notes bore interest at a rate of 5.95% per year.
On June 11, 2018, the Company entered into an ATM debt distribution agreement, pursuant to which it may offer for sale, from time to time, up to $50 million in aggregate principal amount of December 2022 Notes through B.
−Removed: Riley FBR, Inc., acting as its sales agent (the “2022 Notes Agent”).
−Removed: Sales of the December 2022 Notes may be made in negotiated transactions or transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Select Market, or similar securities exchanges or sales made through a market maker other than on an exchange at prices related to prevailing market prices or at negotiated prices.
−Removed: The 2022 Notes Agent receives a commission from the Company equal to up to 2% of the gross sales of any December 2022 Notes sold through the 2022 Notes Agent under the debt distribution agreement.
−Removed: The 2022 Notes Agent is not
−Removed: required to sell any specific principal amount of December 2022 Notes, but will use its commercially reasonable efforts consistent with its sales and trading practices to sell the December 2022 Notes.
−Removed: The December 2022 Notes trade “flat,” which means that purchasers in the secondary market will not pay, and sellers will not receive, any accrued and unpaid interest on the December 2022 Notes that is not reflected in the trading price.
−Removed: All issuances of December 2022 Notes rank equally in right of payment and form a single series of notes.
+Added: Riley FBR, Inc., acting as its sales agent.
+Added: The Company issued an additional $19.6 million in aggregate principal amount of the December 2022 Notes under this agreement.
+Added: All issuances of December 2022 Notes ranked equally in right of payment and form a single series of notes.
On September 29, 2020, the Company redeemed $20,000,000 in aggregate principal of the $77,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes.
2 unchanged sentences
The December 2022 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding each of the redemption dates.
−Removed: Accordingly, the Company recognized realized losses on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $1.0 million during the year ended March 31, 2021.
+Added: Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $1.0 million during the year ended March 31, 2021.
The Company recognized interest expense related to the December 2022 Notes, including amortization of deferred issuance costs, of $3.5 million and $5.3 million for the years ended March 31, 2021 and 2020, respectively.
1 unchanged sentence
The December 2022 Notes had a weighted average effective yield of 5.93%.
−Removed: The indenture governing the December 2022 Notes contains certain covenants including but not limited to (i) a requirement that the Company comply with the asset coverage requirement of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a) of the 1940 Act or any successor provisions thereto, after giving effect to any exemptive relief granted to the Company by the SEC, (ii) a requirement, subject to limited exception, that the Company will not declare any cash dividend, or declare any other cash distribution, upon a class of its capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has the minimum asset coverage required pursuant to Section 61(a) of the 1940 Act, or any successor provision thereto, after deducting the amount of such dividend, distribution or purchase price, as the case may be, giving effect to any exemptive relief granted to the Company by the SEC and (iii) a requirement to provide financial information to the holders of the December 2022 Notes and the trustee under the indenture if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
−Removed: The indenture and supplement relating to the December 2022 Notes also provides for customary events of default.
−Removed: As of March 31, 2021, the Company was in compliance with all covenants of the December 2022 Notes.
October 2024 Notes
2 unchanged sentences
In August 2020, the Company issued an additional $50.0 million in aggregate principal amount of the October 2024 Notes (the "New Notes" together with the Existing October 2024 Notes and the Additional October 2024 Notes, the "October 2024 Notes").
−Removed: The Additional October 2024 Notes and the New Notes are being treated as a single series with the Existing October 2024 Notes under the indenture and have the same terms as the Existing October 2024 Notes.
−Removed: The October 2024 Notes mature on October 1, 2024 and may be redeemed in whole or in part at any time prior to July 1, 2024, at par plus a “make-whole” premium, and thereafter at par.
−Removed: The October 2024 Notes bear interest at a rate of 5.375% per year, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2020.
−Removed: The October 2024 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.
−Removed: As of March 31, 2021, the carrying amount of the October 2024 Notes was $122.9 million on an aggregate principal amount of $125.0 million at a weighted average effective yield of 5.375%.
−Removed: As of March 31, 2021, the fair value of the October 2024 Notes was $122.9 million.
−Removed: This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis.
−Removed: The Company recognized interest expense related to the October 2024 Notes, including amortization of deferred issuance costs, of $6.3 million and $2.2 million, respectively, for the years ended March 31, 2021 and 2020.
+Added: The Additional October 2024 Notes and the New Notes were treated as a single series with the Existing October 2024 Notes under the indenture and had the same terms as the Existing October 2024 Notes.
+Added: The maturity date of the October 2024 Notes was October 1, 2024 and were redeemable in whole or in part at any time prior to July 1, 2024, at par plus a “make-whole” premium, and thereafter at par.
+Added: The October 2024 Notes bore interest at a rate of 5.375% per year.
+Added: On September 24, 2021, the Company redeemed $125,000,000 in aggregate principal amount of the issued and outstanding October 2024 Notes.
+Added: The October 2024 Notes were redeemed at 100% of their principal amount, plus (i) the accrued and unpaid interest thereon, through, but excluding the redemption date, and (ii) a "make-whole" premium.
+Added: Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs of $1.8 million and the "make-whole" premium of $15.2 million during the three months ended September 30, 2021.
+Added: The Company recognized interest expense related to the October 2024 Notes, including amortization of deferred issuance costs, of $3.6 million, $6.3 million and $2.2 million, respectively, for the years ended March 31, 2022, 2021 and 2020.
+Added: From April 1, 2021 through September 24, 2021 (the redemption date of the October 2024 Notes), average borrowings were
+Added: $125.0 million.
For the year ended March 31, 2021, average borrowings were $106.1 million.
−Removed: Since the issuance of the October 2024 Notes through March 31, 2020, average borrowings were $74.4 million.
−Removed: The indenture governing the October 2024 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions,
−Removed: whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the October 2024 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act.
−Removed: These covenants are subject to important limitations and exceptions that are described in the indenture and the second supplemental indenture relating to the October 2024 Notes.
−Removed: In addition, holders of the Notes can require the Company to repurchase some or all of the October 2024 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the second supplemental indenture relating to the October 2024 Notes.
+Added: The October 2024 Notes had a weighted average effective yield of 5.375%.
January 2026 Notes
In December 2020, the Company issued $75.0 million in aggregate principal amount of 4.50% Notes due 2026 (the "Existing January 2026 Notes").
+Added: The Existing January 2026 Notes were issued at par.
In February 2021, the Company issued an additional $65.0 million in aggregate principal amount of the January 2026 Notes (the "Additional January 2026 Notes" together with the Existing January 2026 Notes, the "January 2026 Notes").
The Additional January 2026 Notes were issued at a price of 102.11% of the aggregate principal amount of the Additional January 2026 Notes, resulting in a yield-to-maturity of approximately 4.0% at issuance.
+Added: The Additional January 2026 Notes are treated as a single series with the Existing January 2026 Notes under the indenture and had the same terms as the Existing January 2026 Notes.
The January 2026 Notes mature on January 31, 2026 and may be redeemed in whole or in part at any time prior to October 31, 2025, at par plus a "make-whole" premium, and thereafter at par.
−Removed: The January 2026 Notes bear interest at a rate of 4.50% per year, payable semi-annually on January 31 and July 31 of each year, beginning on July 31, 2021.
−Removed: The January 2026 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.
+Added: The January 2026 Notes bear interest at a rate of 4.50% per year, payable semi-annually on January 31 and July 31 of each year.
+Added: The January 2026 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively or structurally subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility and the SBA Debentures.
As of March 31, 2022, the carrying amount of the January 2026 Notes was $138.7 million on an aggregate principal amount of $140.0 million at a weighted average effective yield of 4.46%.
1 unchanged sentence
This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis.
−Removed: The Company recognized interest expense related to the January 2026 Notes, including amortization of deferred issuance costs, of $1.2 million for the year ended March 31, 2021.
+Added: The Company recognized interest expense related to the January 2026 Notes, including amortization of deferred issuance costs, of $6.7 million and $1.2 million, respectively, for the years ended March 31, 2022 and 2021.
+Added: For the year ended March 31, 2022, average borrowings were $140.0 million.
Since the issuance of the January 2026 Notes on December 29, 2020 through March 31, 2021, average borrowings were $99.5 million.
−Removed: The indenture governing the January 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the January 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act.
+Added: The indenture governing the January 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the January 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These covenants are subject to important limitations and exceptions that are described in the indenture and the third supplemental indenture relating to the January 2026 Notes.
−Removed: In addition, holders of the Notes can require the Company to repurchase some or all of the January 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the third supplemental indenture relating to the January 2026 Notes.
+Added: In addition, holders of the January 2026 Notes can require the Company to repurchase some or all of the January 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the third supplemental indenture relating to the January 2026 Notes.
+Added: October 2026 Notes
+Added: In August 2021, the Company issued $100.0 million in aggregate principal amount of 3.375% Notes due 2026 (the "Existing October 2026 Notes").
+Added: The Existing October 2026 Notes were issued at a price of 99.418% of the aggregate principal amount of the Existing October 2026 Notes, resulting in a yield-to-maturity of 3.5%.
+Added: In November 2021, the Company issued an additional $50.0 million in aggregate principal amount of the October 2026 Notes (the "Additional October 2026 Notes" together with the Existing October 2026 Notes, the "October 2026 Notes").
+Added: The Additional October 2026 Notes were issued at a price of 99.993% of the aggregate principal amount, resulting in a yield-to-maturity of approximately 3.375% at issuance.
+Added: The Additional October 2026 Notes are treated as a single series with the Existing October 2026 Notes under the indenture and had the same terms as the Existing October 2026 Notes.
+Added: The October 2026 Notes mature on October 1, 2026 and may be redeemed in whole or in part at any time prior to July 1, 2026, at par plus a "make-whole" premium, and thereafter at par.
+Added: The October 2026 Notes bear interest at a rate of 3.375% per year, payable semi-annually in arrears on April 1 and October 1 of each year.
+Added: The October 2026 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively or structurally subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility and the SBA Debentures.
+Added: As of March 31, 2022, the carrying amount of the October 2026 Notes was $146.5 million on an aggregate principal amount of $150.0 million at a weighted average effective yield of 3.5%.
+Added: As of March 31, 2022, the fair value of the October 2026 Notes was $139.1 million.
+Added: This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis.
+Added: The Company recognized interest expense related to the October 2026 Notes, including amortization of deferred issuance costs, of $3.1 million for the year ended March 31, 2022.
+Added: Since the issuance of the October 2026 Notes on August 27, 2021 through March 31, 2022, average borrowings were $132.9 million.
+Added: The indenture governing the October 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the October 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act.
+Added: These covenants are subject to important limitations and exceptions that are described in the indenture and the fourth supplemental indenture relating to the October 2026 Notes.
+Added: In addition, holders of the October 2026 Notes can require the Company to repurchase some or all of the October 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the fourth supplemental indenture relating to the October 2026 Notes.
+Added: SBA Debentures
+Added: On April 20, 2021, SBIC I received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended.
+Added: The license allows SBIC I to obtain leverage by issuing SBA Debentures, subject to the issuance of a leverage commitment by the SBA.
+Added: SBA Debentures are loans issued to an SBIC which have interest payable semi-annually and a ten-year maturity.
+Added: The interest rate is fixed shortly after issuance at a market-driven spread over U.S.
+Added: Treasury Notes with ten-year maturities.
+Added: Interest on SBA Debentures is payable semi-annually on March 1 and September 1.
+Added: Current statutes and regulations permit SBIC I to borrow up to $175 million in SBA Debentures with at least $87.5 million in regulatory capital (as defined in the SBA regulations).
+Added: On May 25, 2021, SBIC I received a leverage commitment from the SBA in the amount of $40.0 million to be issued on or prior to September 30, 2025.
+Added: On January 28, 2022, SBIC I received an additional leverage commitment in the amount of $40.0 million to be issued on or prior to September 30, 2026.
+Added: As of March 31, 2022, SBIC I had regulatory capital of $40.0 million and approved and unused SBA Debenture commitments of $40.0 million.
+Added: The SBA may limit the amount that may be drawn each year under these commitments, and each issuance of leverage is conditioned on the Company’s full compliance, as determined by the SBA, with the terms and conditions set forth in the SBA regulations.
+Added: As of March 31, 2022, the carrying amount of SBA Debentures was $38.4 million on an aggregate principal amount of $40.0 million.
+Added: As of March 31, 2022, the fair value of the SBA Debentures was $38.6 million.
+Added: The fair value of the SBA Debentures is estimated by discounting the remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the SBA Debentures, which are Level 3 inputs under ASC Topic 820.
+Added: The Company recognized interest expense and related fees related to SBA Debentures of $0.3 million for the year ended March 31, 2022.
+Added: The weighted average interest rate on the SBA Debentures was 1.30% for the year ended March 31, 2022.
+Added: For the year ended March 31, 2022, average borrowings were $17.0 million.
+Added: As of March 31, 2022, the Company's issued and outstanding SBA Debentures mature as follows:
+Added: Pooling Date Maturity Date Fixed Interest Rate March 31, 2022
+Added: 9/22/21 9/1/2031 1.575 % $ 15,000,000
+Added: 3/23/22 3/1/2032 3.209 % 25,000,000
+Added: (1) The SBA has two scheduled pooling dates for SBA Debentures (in March and in September).
+Added: Certain SBA Debentures funded during the reporting periods may not be pooled until the subsequent pooling date.
Contractual Payment Obligations
2 unchanged sentences
2023 2024 2025 2026 2027 Thereafter Total
+Added: SBA Debentures $ — $ — $ — $ — $ — $ 40,000 $ 40,000
Credit Facility — — — — 205,000 — 205,000
−Removed: October 2024 Notes — — — 125,000 — — 125,000
January 2026 Notes — — — 140,000 — — 140,000
+Added: October 2026 Notes — — — — 150,000 — 150,000
Total $ — $ — $ — $ 140,000 $ 355,000 $ 40,000 $ 535,000
4 unchanged sentences
As part of maintaining RIC tax treatment, undistributed taxable income, which is subject to a 4% non-deductible U.S.
−Removed: federal excise tax, pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (1) the filing of the U.S.
+Added: federal excise tax, pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (1) the extended due date of the U.S.
federal income tax return for the applicable fiscal year or (2) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.
4 unchanged sentences
If we fail to satisfy the 90% distribution requirement or otherwise fail to qualify as a RIC in any tax year, we would be subject to tax in that year on all of our taxable income, regardless of whether we made any distributions to our shareholders.
−Removed: During the quarter ended March 31, 2021, CSWC declared regular dividends in the amount of $10.9 million, or $0.52 per share ($0.42 per share in regular dividends and $0.10 in supplemental dividends).
−Removed: During the tax year ended December 31, 2020, we declared total dividends of $38.5 million or $2.04 per share ($1.64 per share in regular dividends and $0.40 per share in supplemental dividends).
−Removed: We declared quarterly dividends of $0.51 per share in March 2020 ($0.41 per share in regular dividends and $0.10 per share in supplemental dividends), $0.51 per share ($0.41 per share in regular dividends and $0.10 per share in supplemental dividends) in June 2020, $0.51 per share ($0.41 per share in regular dividends and $0.10 per share in supplemental dividends) in September 2020, and $0.51 per share ($0.41 per share in regular dividends and $0.10 per share in supplemental dividends) in December 2020.
−Removed: For the tax year ended December 31, 2019, we declared total dividends of $49.2 million or $2.72 per share.
−Removed: We declared quarterly dividends of $0.48 per share ($0.38 per share in regular dividends and $0.10 per share in supplemental dividends) in March 2019, $0.49 per share ($0.39 per share in regular dividends and $0.10 per share in supplemental dividends) in June 2019, $0.50 per share ($0.40 per share in regular dividends and $0.10 per share in supplemental dividends) in September 2019, and $1.25 per share ($0.40 per share in regular dividends, $0.10 per share in supplemental dividends and $0.75 in special dividends) in December 2019.
−Removed: For the tax year ended December 31, 2018, we declared total dividends of $34.2 million, or $2.07 per share.
−Removed: We declared quarterly dividends of $0.28 per share in March 2018, $0.89 per share ($0.29 per share in regular dividends and $0.60 per share in supplemental dividends) in June 2018, $0.44 per share ($0.34 per share in regular dividends and $0.10 per share in supplemental dividends) in September 2018, and $0.46 per share ($0.36 per share in regular dividends and $0.10 per share in supplemental dividends) in December 2018.
+Added: During the quarter ended March 31, 2022, CSWC declared a quarterly dividend in the amount of $11.8 million, or $0.48 per share.
+Added: Our distributions for the tax years ended December 31, 2021 and 2020 were as follows:
+Added: Payment Date Cash Dividend
+Added: Tax Year Ended December 31, 2021
+Added: March 31, 2021 1
+Added: June 30, 2021 1
+Added: September 30, 2021 1
+Added: December 31, 2021 2
+Added: Tax Year Ended December 31, 2020
+Added: March 31, 2020 1
+Added: June 30, 2020 1
+Added: September 30, 2020 1
+Added: December 31, 2020 1
+Added: Tax Year Ended December 31, 2019
+Added: March 31, 2019 1
+Added: June 30, 2019 1
+Added: September 30, 2019 1
+Added: December 31, 2019 3
+Added: 1 On each of these dates, the cash dividend paid included a supplemental dividend of $0.10 per share.
+Added: 2 On December 31, 2021, CSWC paid a regular dividend of $0.47 per share and a supplemental dividend of $0.50 per share.
+Added: 3 On December 31, 2019, CSWC paid a regular dividend of $0.40 per share, a supplemental dividend of $0.10 per share and a special dividend of $0.75 per share.
Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are typically reclassified among the CSWC’s capital accounts.
In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP;
−Removed: accordingly, for the fiscal years ended March 31, 2021 and 2020, CSWC reclassified for book purposes amounts arising from permanent book/tax differences related to the tax treatment of return of capital and/or deemed distributions, tax treatment of investments upon disposition, and non-deductible expenses, as follows (amounts in thousands):
+Added: accordingly, for the fiscal years ended March 31, 2022 and 2021, CSWC reclassified for book purposes amounts arising from permanent book/tax differences related to the tax treatment of return of capital, distributions from wholly-owned subsidiaries and/or deemed distributions, tax treatment of investments upon disposition, and non-deductible expenses, as follows (amounts in thousands):
Year ended Year ended
5 unchanged sentences
For tax purposes, the 2021 dividends totaled $2.56 per share and were comprised entirely of ordinary income.
−Removed: Included in ordinary income per share is approximately $0.167 per share of qualified dividend income.
−Removed: In addition, 91.74% of each of the ordinary distributions represent interest-related dividends and 8.26% of the ordinary distribution paid on March 31, 2020 represents short-term capital gains dividends.
+Added: In addition, 87.40% of each of the ordinary distributions represent interest-related dividends.
87.40% of total distributions represent the portion of CSWC’s dividends received by non-U.S.
1 unchanged sentence
withholding tax.
−Removed: Of the qualified dividends of $3.0 million, 8.0% are eligible for the dividends received deduction.
−Removed: For tax purposes, the 2019 dividends totaled $2.72 per share and were comprised of (1) ordinary income totaling approximately $1.3033 per share and (2) long-term capital gains totaling approximately $1.4167 per share.
+Added: For tax purposes, the 2020 dividends totaled $2.04 per share and were comprised entirely of ordinary income.
Included in ordinary income per share is approximately $0.167 per share of qualified dividend income.
21 unchanged sentences
Net change in unrealized (appreciation) depreciation on investments (11,467) (28,755) 92,814
−Removed: (Expense/loss) income/gain recognized for tax on pass-through entities (11,000) 177 223
+Added: Income/gain (expense/loss) recognized for tax on pass-through entities 3,753 (11,000) 177
Realized gain (loss) recognized for tax 152 2,206 (2,302)
Capital loss carryover 2
−Removed: Net operating loss - management company and taxable subsidiary (378) (587) (256)
+Added: (878) 17,924 —
+Added: Net operating income - wholly-owned subsidiaries (10,757) (378) (587)
+Added: Income on wholly-owned subsidiaries 4,000 — —
Non-deductible tax expense 65 1,066 4,572
+Added: Loss on extinguishment of debt 12,268 — —
+Added: Non-deductible compensation 3,679 — —
+Added: Compensation-related book/tax differences 36 — —
+Added: Interest on non-accrual loans 4,171 — —
Other book tax differences 1,530 870 (304)
8 unchanged sentences
Final distributable income may be different than this estimate.
−Removed: 2 At March 31, 2021, the Company had short term capital loss carryforwards of $0.7 million and long term capital loss carryforwards of $17.2 million to offset future capital gains.
+Added: 2 At March 31, 2022, the Company had long term capital loss carryforwards of $17.3 million to offset future capital gains.
These capital loss carryforwards are not subject to expiration.
12 unchanged sentences
A RIC may elect to retain all or a portion of its long-term capital gains by designating them as a “deemed distribution” to its shareholders and paying a federal tax on the long-term capital gains for the benefit of its shareholders.
−Removed: Shareholders then report their share of the retained capital gains on their income tax returns as if it had been received and report a tax credit for tax paid on their behalf by the RIC.
+Added: Shareholders then
+Added: report their share of the retained capital gains on their income tax returns as if it had been received and report a tax credit for tax paid on their behalf by the RIC.
Shareholders then add the amount of the “deemed distribution” net of such tax to the basis of their shares.
−Removed: For the tax year ended December 31, 2020, we distributed all long-term capital gains and therefore had no deemed distributions to our shareholders or federal taxes incurred related to such items.
+Added: For the tax years ended December 31, 2021 and 2020, there were no long-term capital gains and therefore had no deemed distributions to our shareholders or federal taxes incurred related to such items.
For the tax year ended December 31, 2019, we had net long-term capital gains of $42.2 million, of which $25.7 million was distributed to shareholders as capital gains dividends.
1 unchanged sentence
As a result, we incurred federal taxes on the retained amount on behalf of our shareholders in the amount of $3.5 million for the tax year ended December 31, 2019.
−Removed: For the tax year ended December 31, 2018, we
−Removed: distributed all long-term capital gains and therefore had no deemed distributions to our shareholders or federal taxes incurred related to such items.
−Removed: In addition, we have a wholly-owned taxable subsidiary, or the Taxable Subsidiary, which holds a portion of one or more of our portfolio investments that are listed on the Consolidated Schedule of Investments.
+Added: In addition, the Taxable Subsidiary holds a portion of one or more of our portfolio investments that are listed on the Consolidated Schedule of Investments.
The Taxable Subsidiary is consolidated for financial reporting purposes in accordance with U.S.
6 unchanged sentences
The Taxable Subsidiary is not consolidated for U.S.
−Removed: federal income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies.
−Removed: This income tax expense, or benefit, and the related tax assets and liabilities, if any, are reflected in our Consolidated Statement of Operations.
+Added: federal income tax purposes and may generate an income tax provision as a result of their ownership of the portfolio companies.
+Added: This income tax provision, or benefit, and the related tax assets and liabilities, if any, are reflected in our Consolidated Statement of Operations.
As of March 31, 2022, the cost of investments held at the RIC for U.S.
6 unchanged sentences
Effective December 31, 2020, CSMC merged with and into CSWC, which is not subject to corporate federal income taxes.
−Removed: For tax purposes, CSMC had elected to be treated as a taxable entity, and therefore was not consolidated for tax purposes and was taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit.
+Added: For tax purposes, CSMC had elected to be treated as a taxable entity, and therefore was not consolidated for tax purposes and was taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate an income tax provision or benefit.
The Taxable Subsidiary is not a RIC and is required to pay taxes at the current corporate rate.
−Removed: For tax purposes, the Taxable Subsidiary has elected to be treated as a taxable entity, and therefore is not consolidated for tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit.
+Added: For tax purposes, the Taxable Subsidiary has elected to be treated as a taxable entity, and therefore is not consolidated for tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate an income tax provision or benefit.
The taxable income, or loss, of CSMC and the Taxable Subsidiary may differ from book income, or loss, due to temporary book and tax timing differences and permanent differences.
−Removed: This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.
−Removed: CSMC recorded bonus accruals on a quarterly basis.
−Removed: Deferred taxes related to the changes in the restoration plan and bonus accruals are also recorded on a quarterly basis.
+Added: This income tax provision, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.
+Added: CSMC recorded deferred taxes related to the changes in the restoration plan and bonus accruals on a quarterly basis.
The Taxable Subsidiary records valuation adjustments related to its investments on a quarterly basis.
2 unchanged sentences
Establishing a valuation allowance of a deferred tax asset requires management to make estimates related to expectations of future taxable income.
−Removed: As such, the deferred tax asset was written off.
−Removed: As of March 31, 2020, CSMC had a deferred tax asset of approximately $1.4 million.
As of March 31, 2022 and 2021, the Taxable Subsidiary had a deferred tax liability of $5.7 million and $3.3 million, respectively.
3 unchanged sentences
Net operating loss carryforwards $ — $ 224
−Removed: Compensation — 776
−Removed: Pension liability — 647
Interest 185 173
5 unchanged sentences
Total net deferred tax (liabilities) assets $ (5,747) $ (3,345)
−Removed: The income tax expense, or benefit, and the related tax assets and liabilities generated by CSWC, CSMC and the Taxable Subsidiary, if any, are reflected in CSWC’s consolidated financial statements.
−Removed: For the year ended March 31, 2021, we recognized total net income tax expense of $2.4 million, principally consisting of a $0.6 million accrual for a 4% U.S.
−Removed: federal excise tax on our estimated undistributed taxable income and a provision for U.S.
+Added: The income tax provision, or benefit, and the related tax assets and liabilities generated by CSWC, CSMC and the Taxable Subsidiary, if any, are reflected in CSWC’s consolidated financial statements.
+Added: For the year ended March 31, 2022, we recognized a total net income tax provision of $0.6 million, principally consisting of a $0.1 million accrual for U.S.
+Added: federal excise tax and a $0.5 million tax provision relating to the Taxable Subsidiary.
+Added: For the year ended March 31, 2021, we recognized total net income tax provision of $2.4 million, principally consisting of a $0.6 million accrual for U.S.
+Added: federal excise tax and a provision for U.S.
federal income taxes relating to CSMC of $1.8 million (all of which is related to the write off of the deferred tax asset at CSMC).
−Removed: For the year ended March 31, 2020, we recognized total net income tax expense of $2.1 million, principally consisting of a $1.1 million accrual for a 4% U.S.
−Removed: federal excise tax on our estimated undistributed taxable income, a provision for U.S.
−Removed: federal income taxes relating to CSMC of $0.7 million (of which $0.3 million is current expense and $0.4 million is deferred expense) and $0.3 million of deferred tax expense relating to the Taxable Subsidiary.
−Removed: The following table sets forth the significant components of the income tax expense as of March 31, 2021, 2020 and 2019 (amounts in thousands):
+Added: Although we believe our tax returns are correct, the final determination of tax examinations could be different from what was reported on the returns.
+Added: In our opinion, we have made adequate tax provisions for years subject to examination.
+Added: Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2018 through 2020.
+Added: The following table sets forth the significant components of the income tax provision as of March 31, 2022, 2021 and 2020 (amounts in thousands):
Years ended March 31,
−Removed: Components of Income Tax Expense 2021 2020 2019
+Added: Components of Income Tax Provision 2022 2021 2020
Statutory federal income tax $ — $ — $ 270
3 unchanged sentences
Tax related to Taxable Subsidiary 550 50 315
−Removed: Prior year deferred tax true-up — — —
Stock compensation benefits — (207) (1,129)
−Removed: Total income tax expense $ 2,442 $ 2,062 $ 1,048
−Removed: Although we believe our tax returns are correct, the final determination of tax examinations could be different from what was reported on the returns.
−Removed: In our opinion, we have made adequate tax provisions for years subject to examination.
−Removed: Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2017 through 2019.
+Added: Total income tax provision $ 615 $ 2,442 $ 2,062
SHAREHOLDERS’ EQUITY
−Removed: On October 26, 2010, we received an exemptive order from the SEC permitting us to issue restricted stock to our executive officers and certain key employees, or the Original Order.
−Removed: On August 22, 2017, we received the Exemptive Order that supersedes the Original Order and in addition to the relief granted under the Original Order, allows us to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Restricted Stock Award Plan, or the 2010 Plan, and to pay the exercise price of options to purchase shares of our common stock granted pursuant to the 2009 Stock Incentive Plan, or the 2009 Plan.
−Removed: During the year ended March 31, 2021, the Company repurchased 15,309
−Removed: shares at an aggregate cost of approximately $0.2 million and a weighted average price per share of $15.62 in connection with the vesting of restricted stock awards.
−Removed: During the year ended March 31, 2020, the Company repurchased 19,865 shares at an aggregate cost of approximately $0.4 million and a weighted average price per share of $21.04 in connection with the vesting of restricted stock awards.
−Removed: On March 4, 2019, the Company established an "at-the-market" offering (the "Equity ATM Program") which the Company may offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to $50,000,000.
+Added: The right to grant restricted stock awards under the Capital Southwest Corporation Restricted Stock Award Plan (the "2010 Plan") terminated on July 18, 2021, ten years after the date that the 2010 Plan was approved by the Company’s shareholders pursuant to its terms.
+Added: In connection with the termination of the 2010 Plan, the Company’s Board of Directors and shareholders approved the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan (the "2021 Employee Plan") as part of the compensation package for its employees, the terms of which are, in all material respects, identical to the 2010 Plan.
+Added: On July 19, 2021, we received an exemptive order that supersedes the prior exemptive order relating to the 2010 Plan (the “Order”) to permit the Company to (i) issue restricted stock as part of the compensation package for its employees in the 2021 Employee Plan, and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the participants to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the 2021 Employee Plan.
+Added: In addition, the Company's Board of Directors approved the Capital Southwest Corporation 2021 Non-Employee Director Restricted Stock Plan (the "Non-Employee Director Plan") as part of the compensation package for non-employee directors of the Board of Directors.
+Added: In connection therewith, on May 16, 2022, we received an exemptive order that supersedes the Order (the "Superseding Order") and will cover both employees and non-employee directors of the Board of Directors.
+Added: The Non-Employee Director Plan will become effective upon shareholder approval at our 2022 annual meeting of shareholders.
+Added: The following table summarizes certain information relating to shares repurchased in connection with the vesting of restricted stock awards:
+Added: Year Ended March 31,
+Added: Number of shares repurchased 52,124 15,309
+Added: Aggregate cost of shares repurchased (in thousands) $ 1,408 $ 239
+Added: Weighted average price per share $ 27.01 $ 15.62
+Added: On March 4, 2019, the Company established an "at-the-market" offering (the "Equity ATM Program"), pursuant to which the Company may offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to $50,000,000.
On February 4, 2020, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $100,000,000 from $50,000,000 and (ii) added two additional sales agents to the Equity ATM Program.
+Added: On May 26, 2021, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $250,000,000 from $100,000,000 and (ii) reduced the commission paid to the sales agents for the Equity ATM Program to 1.5% from 2.0% of the gross sales price of shares of the Company's common stock sold through the sales agents pursuant to the Equity ATM Program on and after May 26, 2021.
During the year ended March 31, 2022, the Company sold 3,872,031 shares of its common stock under the Equity ATM Program at a weighted-average price of $25.73 per share, raising $99.6 million of gross proceeds.
2 unchanged sentences
Net proceeds were $50.4 million, after deducting commissions to the sales agents on shares sold.
+Added: Of these proceeds, $1.7 million remained receivable and is included in Other Receivables in the Consolidated Statement of Assets and Liabilities as of March 31, 2022.
+Added: The cash proceeds were received subsequent to year end on April 1 and April 4, 2022.
Cumulative to date, the Company has sold 8,177,660 shares of its common stock under the Equity ATM Program at a weighted-average price of $22.44, raising $183.5 million of gross proceeds.
1 unchanged sentence
As of March 31, 2022, the Company has $66.5 million available under the Equity ATM Program.
−Removed: On August 1, 2019, after receiving the requisite shareholder approval, the Company filed an amendment to its Amended and Restated Articles of Incorporation to increase the amount of authorized shares of common stock from 25,000,000 to 40,000,000.
Share Repurchase Program
−Removed: In January 2016, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $10 million of its outstanding common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act.
+Added: In January 2016, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $10 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act.
On March 1, 2016, the Company entered into a share repurchase agreement, which became effective immediately and terminated on March 26, 2020 upon the Company's purchase of the aggregate gross dollar amount (inclusive of commission fees) of its common stock under the share repurchase program meeting the threshold set forth in the share repurchase agreement.
−Removed: During the year ended March 31, 2020, the Company repurchased a total of 794,180 shares at an average price of $11.57 per share, including commissions paid.
−Removed: The following table summarizes the Company’s share repurchases under the program for the years ended March 31, 2021 and 2020:
−Removed: Year Ended March 31,
−Removed: Repurchases of Common Stock 2021 2020
−Removed: Number of shares repurchased — 794,180
−Removed: Cost of shares repurchased, including commissions $ — $ 9,209,154
−Removed: Weighted average price per share $ — $ 11.57
−Removed: Net asset value per share at quarter end prior to repurchase $ — $ 16.74
−Removed: Weighted average discount to net asset value at quarter end prior to repurchase — % 30.9 %
+Added: On July 28, 2021, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act.
+Added: On August 31, 2021, the Company entered into a share repurchase agreement, which became effective immediately, and the Company will cease purchasing its common stock under the share repurchase program upon the earlier of, among other things:
+Added: (1) the date on which the aggregate purchase price for all shares equals $20 million including, without limitation, all applicable fees, costs and expenses;
+Added: or (2) upon written notice by the Company to the broker that the share repurchase agreement is terminated.
+Added: During both the years ended March 31, 2022 and 2021, the Company did not repurchase any shares under the share repurchase agreement.
EMPLOYEE STOCK BASED COMPENSATION PLANS
−Removed: Under the 2010 Restricted Stock Award Plan, a restricted stock award is an award of shares of our common stock, which have full voting and dividend rights but are restricted with regard to sale or transfer.
+Added: Under the 2010 Plan and the 2021 Employee Plan, a restricted stock award is an award of shares of our common stock, which have full voting and dividend rights but are restricted with regard to sale or transfer.
Restricted stock awards are independent of stock grants and are generally subject to forfeiture if employment terminates prior to these restrictions lapsing.
Unless otherwise specified in the award agreement, these shares vest in equal annual installments over a four-year period from the grant date and are expensed over the vesting period starting on the grant date.
−Removed: On August 22, 2017, we received the Exemptive Order from the SEC that supersedes the Original Order and, in addition to the relief granted under the Original Order, allows the Company to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Plan.
−Removed: The Third Amendment to the 2010 Plan, which became effective on August 22, 2017, reflects amendments relating to the Exemptive Order.
−Removed: On August 2, 2018, the Fourth Amendment to the 2010 Plan increased the number of shares of Company common stock available for issuance by 850,000 shares.
−Removed: The Fourth Amendment also includes revisions regarding change in control provisions, minimum vesting periods, incorporation of a clawback policy and other technical revisions.
−Removed: The following table summarizes the restricted stock available for issuance for the year ended March 31, 2021:
−Removed: Restricted stock available for issuance as of March 31, 2020 579,932
−Removed: Additional restricted stock approved under the plan —
−Removed: Restricted stock granted during the year ended March 31, 2021 (239,574)
−Removed: Restricted stock forfeited during the year ended March 31, 2021 27,580
−Removed: Restricted stock available for issuance as of March 31, 2021 367,938
+Added: The right to grant restricted stock awards under the 2010 Plan terminated on July 18, 2021, ten years after the date that the 2010 Plan was approved by the Company’s shareholders pursuant to its terms.
+Added: In connection with the termination of the 2010 Plan, the Company’s Board of Directors and shareholders approved the 2021 Employee Plan as part of the compensation package for its employees, the terms of which are, in all material respects, identical to the 2010 Plan.
+Added: The 2021 Employee Plan makes available for issuance 1,200,000 shares of common stock.
+Added: As of March 31, 2022, there are 1,200,000 shares of common stock available for issuance under the 2021 Employee Plan.
We expense the cost of the restricted stock awards, which is determined to equal the fair value of the restricted stock award at the date of grant on a straight-line basis over the requisite service period.
1 unchanged sentence
For the fiscal years ended March 31, 2022, 2021, and 2020, we recognized total share based compensation expense of $3.6 million, $2.9 million and $2.9 million, respectively, related to the restricted stock issued to our employees and officers.
+Added: During the three months ended June 30, 2021, the Company modified restricted stock awards to accelerate vesting of the unvested awards as of the separation date for one employee.
+Added: The Company accounted for this as a modification of awards and recognized incremental compensation cost of $0.6 million.
+Added: The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and recognized as compensation cost on the date of modification for vested awards.
During the three months ended June 30, 2019, the Company modified restricted stock awards to accelerate vesting of the unvested awards as of the retirement date for one employee.
2 unchanged sentences
As of March 31, 2022, the total remaining unrecognized compensation expense related to non-vested restricted stock awards was $6.5 million, which will be amortized over the weighted-average vesting period of approximately 2.4 years.
−Removed: The following table summarizes the restricted stock outstanding as of March 31, 2021:
−Removed: Weighted Average Weighted Average
−Removed: Fair Value Per Remaining Vesting
−Removed: Restricted Stock Awards Number of Shares Share at grant date Term (in Years)
+Added: As of March 31, 2022, there are no restricted stock awards outstanding under the 2021 Employee Plan.
+Added: The following table summarizes the restricted stock awards outstanding under the 2010 Plan as of March 31, 2022:
+Added: Restricted Stock Awards Number of Shares Weighted Average Fair Value per Share at Grant Date Weighted Average Remaining Vesting Term (in Years)
Unvested at March 31, 2020 359,586 $ 18.64 2.4
11 unchanged sentences
The 401K Plan permits employees to defer a portion of their total annual compensation up to the Internal Revenue Service annual maximum based on age and eligibility.
−Removed: We made contributions to the 401K Plan of up to
−Removed: 4.5% of the Internal Revenue Service’s annual maximum eligible compensation, all of which is fully vested immediately.
−Removed: During the years ended March 31, 2021, 2020 and 2019, we made matching contributions of approximately $0.2 million, $0.2 million, and $0.1 million, respectively.
+Added: We made contributions to the 401K Plan of up to 4.5% of the Internal Revenue Service’s annual maximum eligible compensation, all of which is fully vested immediately.
+Added: During each of the years ended March 31, 2022, 2021 and 2020, we made matching contributions of approximately $0.2 million.
RETIREMENT PLANS
41 unchanged sentences
In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies.
−Removed: Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.
+Added: Because commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.
+Added: Additionally, our commitment to fund delayed draw term loans is generally triggered upon the satisfaction of certain pre-negotiated terms and conditions, such as meeting certain financial performance hurdles or financial covenants, which may limit a borrower's ability to draw on such delayed draw term loans.
March 31, March 31,
−Removed: Portfolio Company Investment Type (amounts in thousands)
−Removed: Acceleration Partners, LLC Delayed Draw Term Loan $ 216 $ —
−Removed: AllOver Media, LLC Revolving Loan 2,000 —
−Removed: American Nuts Operations LLC Term Loan C 384 384
−Removed: Broad Sky Networks LLC Revolving Loan 2,000 —
−Removed: Central Medical Supply LLC Revolving Loan 1,200 —
−Removed: Central Medical Supply LLC Delayed Draw Capex Term Loan 1,400 —
−Removed: Delayed Draw Term Loan 6,750 —
−Removed: Clickbooth.com, LLC Revolving Loan 1,086 —
−Removed: Danforth Advisors, LLC Revolving Loan — 500
−Removed: Dynamic Communities, LLC Revolving Loan 500 500
−Removed: Electronic Transaction Consultants LLC Revolving Loan 3,704 —
−Removed: Environmental Pest Service Management Company, LLC Delayed Draw Term Loan — 525
−Removed: ESCP DTFS Inc.
−Removed: Delayed Draw Term Loan — 5,250
−Removed: Fast Sandwich, LLC Revolving Loan 3,100 4,150
+Added: Portfolio Company (amounts in thousands)
+Added: Revolving Loans
+Added: Air Conditioning Specialist, Inc.
+Added: AllOver Media, LLC — 2,000
+Added: American Teleconferencing Services, Ltd.
+Added: (DBA Premiere Global Services, Inc.) 117 —
+Added: ArborWorks, LLC 3,000 —
+Added: ATS Operating, LLC 1,500 —
+Added: Broad Sky Networks LLC — 2,000
+Added: Cadmium, LLC 308 —
+Added: Catbird NYC, LLC 4,000 —
+Added: Central Medical Supply LLC 1,200 1,200
+Added: Clickbooth.com, LLC — 1,086
+Added: Dynamic Communities, LLC 500 500
+Added: Electronic Transaction Consultants LLC — 3,704
+Added: Fast Sandwich, LLC 3,100 3,100
GrammaTech, Inc.
−Removed: Revolving Loan 2,500 —
−Removed: Ian, Evan, & Alexander Corporation Revolving Loan 2,000 —
−Removed: ITA Holdings Group, LLC Revolving Loan 2,000 2,000
−Removed: Klein Hersh, LLC Revolving Loan 938 —
−Removed: Mako Steel LP Revolving Loan 1,226 —
−Removed: NinjaTrader, LLC Revolving Loan 1,500 400
−Removed: NinjaTrader, LLC Delayed Draw Term Loan 2,655 —
−Removed: Roseland Management, LLC Revolving Loan 1,500 1,500
−Removed: RTIC Subsidiary Holdings LLC Revolving Loan 767 —
+Added: GS Operating, LLC 1,540 —
+Added: Ian, Evan, & Alexander Corporation (DBA EverWatch) — 2,000
+Added: ISI Enterprises, LLC 1,200 —
+Added: ITA Holdings Group, LLC 1,250 2,000
+Added: Klein Hersh, LLC 938 938
+Added: Lash OpCo, LLC 481 —
+Added: Lighting Retrofit International, LLC (DBA Envocore) 2,083 —
+Added: Mako Steel LP 943 1,226
+Added: Muenster Milling Company, LLC 5,000 —
+Added: NeuroPsychiatric Hospitals, LLC 600 —
+Added: NinjaTrader, LLC 2,500 1,500
+Added: NWN Parent Holdings, LLC 1,380 —
+Added: Roof OpCo, LLC 3,056 —
+Added: Roseland Management, LLC 1,425 1,500
+Added: RTIC Subsidiary Holdings LLC — 767
+Added: Shearwater Research, Inc.
+Added: SIB Holdings, LLC 655 —
+Added: South Coast Terminals LLC 1,935 —
+Added: Spotlight AR, LLC 2,000 —
+Added: Student Resource Center LLC 1,333 —
+Added: Systec Corporation (DBA Inspire Automation) 1,150 —
+Added: Wall Street Prep, Inc.
+Added: Well-Foam, Inc.
+Added: Winter Services Operations, LLC 2,000 —
+Added: Zenfolio Inc.
+Added: Total Revolving Loans 57,640 26,021
+Added: Delayed Draw Term Loans
+Added: Acceleration Partners, LLC — 216
+Added: Central Medical Supply LLC 1,400 1,400
+Added: Flip Electronics, LLC 2,818 —
+Added: Food Pharma Subsidiary Holdings, LLC 5,470 —
+Added: GS Operating, LLC 3,205 —
+Added: Infolinks Media Buyco, LLC 2,250 —
+Added: KMS, LLC 4,571 —
+Added: Lash OpCo, LLC 2,846 —
+Added: Muenster Milling Company, LLC 6,000 —
+Added: NeuroPsychiatric Hospitals, LLC 10,000 —
+Added: NinjaTrader, LLC 4,692 2,655
+Added: Roof OpCo, LLC 4,644 —
+Added: Shearwater Research, Inc.
+Added: SIB Holdings, LLC 1,871 —
+Added: Systec Corporation (DBA Inspire Automation) 3,000 —
+Added: Winter Services Operations, LLC 4,444 —
+Added: Zips Car Wash, LLC - B 3,801 —
+Added: Total Delayed Draw Term Loans 71,274 11,021
+Added: American Nuts Operations LLC — 384
+Added: Catbird NYC, LLC 125 —
+Added: Infolinks Media Buyco, LLC 412 —
+Added: I-45 SLF LLC 4,800 8,000
+Added: Total Other 5,337 8,384
Total unused commitments to extend financing $ 134,251 $ 45,426
2 unchanged sentences
For all of these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations.
−Removed: Of these letters of credit, $3.1 million expire in May 2022 and $0.4 million expire in July 2021.
+Added: Of these letters of credit, $0.3 million expire in August 2022, $0.4 million expire in February 2023, $0.2 million expire in April 2023, and $3.1 million expire in May 2023.
As of March 31, 2022 and 2021, none of the letters of credit issued and outstanding were recorded as a liability on the Company's balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company.
Effective April 1, 2019, ASC 842 required that a lessee to evaluate its leases to determine whether they should be classified as operating or financing leases.
−Removed: The Company identified one operating lease for its office space.
−Removed: The lease commenced on October 1, 2014 and expires February 28, 2022.
−Removed: As CSWC classified this lease as an operating lease prior to implementation, ASC 842 indicates that a right-of-use asset and lease liability should be recorded based on the effective date.
−Removed: CSWC adopted ASC 842 effective April 1, 2019 and recorded a right-of-use asset and a lease liability as of that date.
−Removed: After this date, the Company has recorded lease expense on a straight-line basis, consistent with the accounting treatment for lease expense prior to the adoption of ASC 842.
−Removed: Total lease expense incurred for each of the three years ended March 31, 2021, 2020 and 2019 was $0.2 million.
−Removed: As of March 31, 2021, the asset related to the operating lease was $0.2 million and the lease liability was $0.2 million.
+Added: The Company had a previous operating lease for its office space.
+Added: The lease commenced October 1, 2014 and expired February 28, 2022.
+Added: In March 2021, the Company executed an agreement to lease new office space.
+Added: The Company identified this as an operating lease.
+Added: The lease commenced on February 1, 2022 and expires September 30, 2032.
+Added: ASC 842 indicates that a right-of-use asset and lease liability should be recorded based on the effective date.
+Added: As such, CSWC recorded a right-of-use asset, which is included in other assets on the Consolidated Statements of Assets and Liabilities, and a lease liability, which is included in other liabilities on the Consolidated Statements of Assets and Liabilities, as of February 1, 2022.
+Added: The Company has recorded lease expense on a straight-line basis.
+Added: Total lease expense incurred for the three years ended March 31, 2022, 2021 and 2020 was $0.3 million, $0.2 million and $0.2 million, respectively.
+Added: As of March 31, 2022 and 2021, the asset related to the operating lease was $1.8 million and $0.2 million, respectively, and the lease liability was $2.7 million and $0.2 million, respectively.
As of March 31, 2022, the remaining lease term was 10.5 years and the discount rate was 3.11%.
1 unchanged sentence
Year ending March 31, Rent Commitment
−Removed: In March 2021, the Company executed an agreement to lease new office space, which is expected to commence during the third quarter of fiscal year 2022.
−Removed: The office space will be approximately 13,373 square feet.
−Removed: This lease will be classified as an operating lease and has a term of approximately 10 years.
+Added: Thereafter 2,578
+Added: Total $ 4,430
Contingencies
9 unchanged sentences
Net change in unrealized appreciation (depreciation) on investments, net of tax 7,051 (691) (2,054) 7,161 11,467
−Removed: Realized losses on extinguishment of debt — (286) (262) (459) (1,007)
−Removed: Net increase in net assets from operations 8,877 16,390 15,399 10,217 50,883
+Added: Realized loss on extinguishment of debt — (17,087) — — (17,087)
+Added: Realized loss on disposal of fixed assets — — — (86) (86)
+Added: Net increase (decrease) in net assets from operations 15,142 (4,556) 12,560 19,669 42,815
Pre-tax net investment income per share 0.45 0.45 0.51 0.50 1.90
4 unchanged sentences
Net investment income $ 6,819 $ 8,319 $ 8,517 $ 8,016 $ 31,671
−Removed: Net realized gain (loss) on investments 1,217 283 40,818 (87) 42,231
−Removed: Net change in unrealized depreciation on investments, net of tax (1,864) (4,369) (54,765) (31,816) (92,814)
−Removed: Net increase (decrease) in net assets from operations 6,713 2,729 (6,833) (24,960) (22,351)
+Added: Net realized (loss) gain on investments (5,547) (1,279) (127) (1,583) (8,536)
+Added: Net change in unrealized appreciation on investments, net of tax 7,605 9,636 7,271 4,243 28,755
+Added: Realized loss on extinguishment of debt — (286) (262) (459) (1,007)
+Added: Net increase in net assets from operations 8,877 16,390 15,399 10,217 50,883
Pre-tax net investment income per share 0.40 0.44 0.52 0.44 1.79
6 unchanged sentences
The nature and extent of significant managerial assistance provided by us will vary according to the particular needs of each portfolio company.
−Removed: During the year ended March 31, 2021, we did not receive any management fees from our portfolio companies.
−Removed: During the years ended March 31, 2020 and 2019, we received management and other fees from certain of our portfolio companies totaling $0.2 million and $0.3 million, respectively, which were recognized as fees and other income on the Consolidated Statements of Operations.
+Added: During the years ended March 31, 2022 and 2021, we did not receive any management fees from our portfolio companies.
+Added: During the year ended March 31, 2020, we received management and other fees from certain of our portfolio companies totaling $0.2 million, which were recognized as fees and other income on the Consolidated Statements of Operations.
During the year ended March 31, 2020, we received a transaction fee of $1.2 million in connection with the sale of Media Recovery, Inc.
1 unchanged sentence
SUBSEQUENT EVENTS
−Removed: On April 21, 2021, the Board of Directors declared a total dividend of $0.53 per share, comprised of a regular dividend of $0.43 and a supplemental dividend of $0.10, for the quarter ended June 30, 2021.
+Added: On April 27, 2022, the Board of Directors declared a quarterly dividend of $0.48 per share and a special dividend of $0.15 per share for the quarter ended June 30, 2022.
The record date for the dividend is June 15, 2022.
The payment date for the dividend is June 30, 2022.
+Added: On May 11, 2022, CSWC entered into Amendment No.
+Added: 2 (the "Amendment") to the Credit Agreement.
+Added: The Amendment changed the benchmark interest rate from LIBOR to Term SOFR.
+Added: In addition, on May 11, 2022, CSWC entered
+Added: into an Incremental Commitment Agreement, pursuant to which the total commitments under the Credit Agreement increased from $335 million to $380 million.
SELECTED PER SHARE DATA AND RATIOS
11 unchanged sentences
1.87 1.66 1.57 1.42 1.01 0.50
−Removed: Net realized (loss) gain, net of tax 1
+Added: Net realized gain (loss), net of tax 1
0.26 (0.45) 2.35 1.24 0.10 0.50
1 unchanged sentence
0.50 1.51 (5.16) (0.68) 1.34 0.49
−Removed: Realized losses on extinguishment of debt 1
+Added: Realized loss on extinguishment of debt 1
(0.75) (0.05) — — — —
4 unchanged sentences
— — — (0.12) 0.01 (0.09)
−Removed: (Issuance) forfeiture of restricted stock 3
+Added: Issuance of restricted stock 3
(0.10) (0.16) (0.06) (0.23) (0.18) (0.15)
12 unchanged sentences
Ratio of net investment income to average net assets 11.31 % 10.74 % 8.77 % 7.53 % 5.51 % 2.83 %
−Removed: Portfolio turnover 18.81 % 22.76 % 23.38 % 25.42 % 23.57 %
+Added: Portfolio turnover rate 33.91 % 18.81 % 22.76 % 23.38 % 25.42 % 23.57 %
Total investment return 5
19 unchanged sentences
On April 30, 2020, pursuant to the terms of the Initial I-45 LLC Agreement, each of CSWC and Main Street made an additional equity capital commitment of $12.8 million and $3.2 million, respectively, which resulted in a total equity capital commitment to I-45 SLF LLC of $80.8 million and $20.2 million, respectively.
−Removed: On March 25, 2021, I-45 SLF LLC declared a return of capital dividend to its members in the amount of $10.0 million.
−Removed: As of March 31, 2021, total funded equity capital totaled $91.0 million, consisting of $72.8 million from CSWC and $18.2 million from Main Street.
−Removed: CSWC owns 80% of I-45 SLF LLC and has a profits interest of 76.2625% as of March 31, 2021, while Main Street owns 20% and currently has a profits interest of 23.7375% as of March 31, 2021.
−Removed: I-45 SLF LLC’s Board of Managers makes all investment and operational decisions for the fund, and consists of equal representation from CSWC and Main Street.
On March 11, 2021, the Company and Main Street entered into the Second Amended and Restated Limited Liability Company Operating Agreement (the "Amendment"), which increased the current profits interest that is allocated to the Company on a pro rata basis from (a) 75.6% to (b) an amount equal to:
3 unchanged sentences
and (iv) 78.250% for the quarter ended December 31, 2021 and periods thereafter.
+Added: On March 25, 2021, I-45 SLF LLC declared a return of capital dividend to its members in the amount of $10.0 million.
+Added: As of March 31, 2022, total funded equity capital totaled $95.0 million, consisting of $76.0 million from CSWC and $19.0 million from Main Street.
+Added: CSWC owns 80% of I-45 SLF LLC and has a current profits interest of 78.25%, while Main Street owns 20% and has a current profits interest of 21.75%.
+Added: I-45 SLF LLC’s Board of Managers makes all investment and operational decisions for the fund, and consists of equal representation from CSWC and Main Street.
As of March 31, 2022 and 2021, I-45 SLF LLC had total assets of $189.1 million and $177.8 million, respectively.
2 unchanged sentences
As of March 31, 2021, approximately $13.1 million of the credit investments were unsettled trades.
−Removed: As of March 31, 2020, none of the credit investments were unsettled trades.
−Removed: For the years ended March 31, 2021 and 2020, I-45 SLF LLC declared total dividends of $18.7 million, $10 million of which was the return of capital dividend described above, and $12.7 million, respectively.
+Added: For the years ended March 31, 2022 and 2021, I-45 SLF LLC declared total dividends of $8.6 million and $18.7 million, $10 million of which was the return of capital dividend described above, respectively.
Additionally, I-45 SLF LLC closed on a $75.0 million 5-year senior secured credit facility (the “I-45 credit facility”) in November 2015.
7 unchanged sentences
Under the I-45 credit facility, $114.5 million has been drawn as of March 31, 2022.
−Removed: At March 31, 2021, our investment in I-45 SLF LLC exceeded the 10% threshold in at least one of the tests under Rule 4-08(g) and exceeded the 20% threshold in at least one of the tests under Rule 3-09 of Regulation S-X.
+Added: At March 31, 2022, our investment in I-45 SLF LLC did not exceed the 10% threshold in at least one of the tests under Rule 4-08(g) and did not exceed the 20% threshold in at least one of the tests under Rule 3-09 of Regulation S-X.
+Added: However, at March 31, 2021, our investment in I-45 SLF LLC exceeded the 10% and 20% thresholds in at least one of the tests under Rule 3-09 of Regulation S-X.
Accordingly, we have included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 the financial statements of I-45 SLF LLC.
20 unchanged sentences
Net investment income 8,638 9,365 12,255
−Removed: Net unrealized appreciation (depreciation) 30,467 (32,394) (6,647)
−Removed: Net realized (losses) gains (15,313) 603 400
+Added: Net unrealized (depreciation) appreciation (4,569) 30,467 (32,394)
+Added: Net realized gains (losses) 1,047 (15,313) 603
Net increase (decrease) in members’ equity resulting from operations $ 5,116 $ 24,519 $ (19,536)
7 unchanged sentences
Warrants (Expiration - December 11, 2025) — — — 482 482
−Removed: ADS Tactical Aerospace & defense First Lien 3/19/2026 L+5.75%
+Added: ADS Tactical, Inc.
+Added: Aerospace & defense First Lien 3/19/2026 L+5.75%
(Floor 1.00%) 6,394 6,283 6,133
American Teleconferencing Services, Ltd.
−Removed: Telecommunications First Lien 6/8/2023 L+6.50%
+Added: Telecommunications Revolving Loan 6/30/2022 P+5.50% 1,027 1,021 64
+Added: First Lien 6/8/2023 P+5.50% 5,598 5,566 308
+Added: ATX Networks (Toronto) Corporation Technology products & components First Lien 9/1/2026 L+7.50%,
(Floor 1.00%) 2,617 2,610 2,499
−Removed: ATX Canada Acquisitionco Inc.
−Removed: Technology products & components First Lien 12/31/2023 L+6.25%, 1.50% PIK
+Added: Senior Subordinated Debt 9/1/2028 10.00% PIK 1,081 1,081 729
+Added: 196 Class A units — — — — —
+Added: Burning Glass Intermediate Holding Company, Inc.
+Added: Software & IT services Revolving Loan 5
+Added: 6/10/2028 L+5.00%
(Floor 1.00%) 74 67 67
−Removed: California Pizza Kitchen, Inc.
−Removed: Restaurants First Lien 11/23/2024 L+10.00%
+Added: First Lien 6/10/2028 L+5.00%
(Floor 1.00%) 3,189 3,140 3,189
−Removed: First Lien Rolled Up 11/23/2024 1.00%, L+11.00% PIK
+Added: Software & IT services First Lien 7/2/2026 L+5.00% 6,803 6,650 6,805
+Added: Emerald Technologies (U.S.) Acquisitionco, Inc.
+Added: Technology products & components First Lien 12/29/2027 SOFR +6.25%
(Floor 1.00%) 3,125 3,063 3,078
−Removed: Second Lien 5/23/2025 1.00%, L+12.50% PIK
+Added: Evergreen AcqCo 1 LP Consumer products & retail First Lien 4/26/2028 L+5.50%
(Floor 0.75%) 4,179 4,142 4,158
−Removed: 67,841 shares common stock — — — 1,845 1,845
−Removed: Corel Software & IT services First Lien 7/2/2026 L+5.00% 7,030 6,834 7,008
+Added: Evergreen North America Acquisitions, LLC Industrial services First Lien 8/13/2026 L+6.75%
+Added: (Floor 1.00%) 6,740 6,623 6,740
Geo Parent Corporation Building & infrastructure products First Lien 12/19/2025 L+5.25% 6,840 6,809 6,806
−Removed: Go Wireless Holdings, Inc.
−Removed: Consumer products & retail First Lien 12/22/2024 L+6.50%
+Added: GS Operating, LLC Distribution First Lien 1/3/2028 SOFR +6.00%
(Floor 0.75%) 4,988 4,891 4,988
−Removed: Hunter Defense Technologies, Inc.
−Removed: Aerospace & defense First Lien 3/29/2023 L+6.00%
+Added: Infogain Corporation Software & IT services First Lien 7/28/2028 L+5.75%
(Floor 1.00%) 4,784 4,719 4,769
8 unchanged sentences
(Floor 1.00%) 5,677 5,659 5,638
+Added: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
+Added: Principal Cost 2
Inventus Power, Inc.
−Removed: Technology Products & Components First Lien 3/29/2024 L+5.00%
+Added: Technology products & components First Lien 3/29/2024 SOFR +5.00%
(Floor 1.00%) 6,930 6,884 6,791
+Added: INW Manufacturing, LLC Food, agriculture, & beverage First Lien 3/25/2027 L+5.75%
+Added: (Floor 0.75%) 2,925 2,867 2,867
Isagenix International, LLC Consumer products & retail First Lien 6/14/2025 L+5.75%
(Floor 1.00%) 1,685 1,677 1,088
−Removed: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
−Removed: Principal Cost 2
KORE Wireless Group Inc.
2 unchanged sentences
(Floor 1.00%) 6,242 6,213 6,242
+Added: Lash OpCo, LLC Consumer products & retail First Lien 3/18/2026 L+7.00%
+Added: (Floor 1.00%) 4,988 4,881 4,878
+Added: Delayed Draw Term Loan 6
+Added: 3/18/2026 L+7.00%
+Added: (Floor 1.00%) 1,187 1,152 1,161
Lift Brands, Inc.
8 unchanged sentences
(Floor 1.00%) 5,826 5,807 5,491
−Removed: Lulu's Fashion Lounge, LLC Consumer products & retail First Lien 8/26/2022 L+7.00%, 2.50% PIK
−Removed: (Floor 1.00%) 3,686 3,633 3,152
Mills Fleet Farm Group LLC Consumer products & retail First Lien 10/24/2024 L+6.25%
(Floor 1.00%) 4,623 4,584 4,623
+Added: National Credit Care, LLC Consumer services First Lien - Term Loan A 12/23/2026 L+6.50%
+Added: (Floor 1.00%) 2,500 2,453 2,483
+Added: First Lien - Term Loan B 12/23/2026 L+7.50%
+Added: (Floor 1.00%) 2,500 2,453 2,483
NBG Acquisition, Inc.
1 unchanged sentence
(Floor 1.00%) 2,663 2,647 1,807
−Removed: Novetta Solutions, LLC Software & IT services First Lien 10/17/2022 L+5.00%
−Removed: (Floor 1.00%) 4,845 4,795 4,836
−Removed: PaySimple, Inc.
−Removed: Software & IT services Delayed Draw Term Loan 8/23/2025 L+5.50% 1,369 1,346 1,365
−Removed: First Lien 8/23/2025 L+5.50% 4,220 4,174 4,209
−Removed: Pet Supermarket, Inc.
−Removed: Consumer products & retail First Lien 7/5/2022 L+5.50%
+Added: NinjaTrader, Inc.
+Added: Financial services First Lien 12/18/2024 L+6.25%
(Floor 1.00%) 5,000 4,908 5,000
−Removed: PT Network, LLC Healthcare products First Lien 11/30/2023 L+5.50%, 2.00% PIK
+Added: NorthStar Group Services, Inc.
+Added: Environmental services First Lien 11/9/2026 L+5.50%
(Floor 1.00%) 2,961 2,948 2,950
2 unchanged sentences
(Floor 1.00%) 4,936 4,936 4,861
−Removed: Signify Health, LLC Healthcare services First Lien 12/23/2024 L+4.50%
+Added: Retail Services WIS Corporation Business services First Lien 5/20/2025 L+7.75%
(Floor 1.00%) 2,959 2,912 2,914
+Added: SIB Holdings, LLC Business services First Lien 10/29/2026 L+6.00%
+Added: (Floor 1.00%) 3,000 2,945 2,958
+Added: Stellant Midco, LLC Aerospace & defense First Lien 10/2/2028 L+5.50%
+Added: (Floor 0.75%) 2,289 2,267 2,254
Tacala, LLC Consumer products & retail Second Lien 2/7/2028 L+7.50%
(Floor 0.75%) 5,000 4,991 4,944
+Added: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
+Added: Principal Cost 2
+Added: TEAM Services Group, LLC Healthcare services First Lien 12/20/2027 L+5.00%
+Added: (Floor 1.00%) 6,687 6,644 6,637
TestEquity, LLC Capital equipment First Lien 4/28/2022 L+6.25%
2 unchanged sentences
(Floor 1.00%) 942 942 942
−Removed: TGP Holdings III LLC Durable consumer goods Second Lien 9/25/2025 L+8.50%
−Removed: (Floor 1.00%) 2,500 2,479 2,483
−Removed: Time Manufacturing Acquisition Capital equipment First Lien 2/3/2023 L+5.00%
−Removed: (Floor 1.00%) 5,802 5,785 5,824
−Removed: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
−Removed: Principal Cost 2
UniTek Global Services, Inc.
2 unchanged sentences
TelePacific Corp.
−Removed: Telecommunications First Lien 5/2/2023 L+5.50%
+Added: Telecommunications First Lien 5/1/2026 L+1.00%, 7.25% PIK
(Floor 1.00%) 5,239 5,239 3,714
+Added: Veregy Consolidated, Inc.
+Added: Environmental services First Lien 11/3/2027 L+6.00%
+Added: (Floor 1.00%) 1,975 1,970 1,936
Vida Capital, Inc.
Financial services First Lien 10/1/2026 L+6.00% 3,565 3,531 3,283
+Added: Wahoo Fitness Acquisition, LLC Consumer products & retail First Lien 8/14/2028 L+5.75%
+Added: (Floor 1.00%) 4,969 4,833 4,869
YS Garments, LLC Consumer products & retail First Lien 8/9/2024 L+5.50%
3 unchanged sentences
All interest rates are payable in cash, unless otherwise noted.
−Removed: The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“Prime”) which reset daily, monthly, quarterly, or semiannually.
−Removed: For each the Company has provided the spread over LIBOR or Prime in effect at March 31, 2021.
−Removed: Certain investments are subject to a LIBOR or Prime interest rate floor.
+Added: The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Secured Overnight Financing Rate ("SOFR") or Prime (“Prime”) which reset daily, monthly, quarterly, or semiannually.
+Added: For each, the Company has provided the spread over LIBOR, SOFR or Prime in effect at March 31, 2022.
+Added: Certain investments are subject to an interest rate floor.
Certain investments, as noted, accrue payment-in-kind ("PIK") interest.
1 unchanged sentence
3 Represents the fair value determined utilizing a similar process as the Company in accordance with ASC 820.
−Removed: However, the determination of such fair value is determined by the Board of Managers of the Joint Venture.
+Added: However, the determination of such fair value is determined by the Board of Managers of I-45 SLF LLC.
It is not included in the Company’s Board of Directors’ valuation process described elsewhere herein.
+Added: 4 Investment is on non-accrual status as of March 31, 2022, meaning the Company has ceased to recognize interest income on the investment.
+Added: 5 The investment has approximately $0.3 million in an unfunded revolving loan commitment as of March 31, 2022.
+Added: 6 The investment has approximately $0.8 million in an unfunded delayed draw term loan commitment as of March 31, 2022.
I-45 SLF LLC Loan Portfolio as of March 31, 2021
Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
−Removed: Principal Cost Fair Value 2
−Removed: AAC Holdings, Inc.
−Removed: Healthcare services First Lien - Priming Facility 3/31/2020 P+13.50%
−Removed: (Floor 1.00%) $ 1,598 $ 1,598 $ 1,598
−Removed: 6/30/2023 L+ 6.75%
−Removed: (Floor 1.00%),
−Removed: 4.00% PIK 7,371 7,264 3,225
+Added: Principal Cost 2
+Added: AAC New Holdco Inc.
+Added: Healthcare services First Lien 6/25/2025 10.00%, 8.00% PIK $ 1,752 $ 1,752 $ 1,743
+Added: 304,075 shares common stock — — — 1,449 1,449
+Added: Warrants (Expiration - December 11, 2025) — — — 482 482
ADS Tactical Aerospace & defense First Lien 3/19/2026 L+5.75%
(Floor 1.00%) 6,731 6,596 6,697
−Removed: ALKU, LLC Business services First Lien 7/29/2026 L+5.50%
−Removed: (Floor 1.00%) 3,000 2,972 2,820
American Teleconferencing Services, Ltd.
2 unchanged sentences
ATX Canada Acquisitionco Inc.
−Removed: Technology products & components First Lien 6/11/2021 L+7.00%
+Added: Technology products & components First Lien 12/31/2023 L+6.25%, 1.50% PIK
(Floor 1.00%) 4,464 4,462 4,084
−Removed: 1.0% PIK 4,573 4,561 3,796
California Pizza Kitchen, Inc.
1 unchanged sentence
(Floor 1.50%) 937 913 936
−Removed: Corel Software & IT services First Lien 7/2/2026 L+5.00% 4,969 4,720 4,410
+Added: First Lien Rolled Up 11/23/2024 1.00%, L+11.00% PIK
+Added: (Floor 1.50%) 1,039 1,035 1,033
+Added: Second Lien 5/23/2025 1.00%, L+12.50% PIK
+Added: (Floor 1.50%) 1,141 1,141 1,115
+Added: 67,841 shares common stock — — — 1,845 1,845
+Added: Software & IT services First Lien 7/2/2026 L+5.00% 7,030 6,834 7,008
Geo Parent Corporation Building & infrastructure products First Lien 12/19/2025 L+5.25% 4,900 4,867 4,888
5 unchanged sentences
(Floor 1.00%) 6,122 6,049 6,091
−Removed: Print Solutions, LLC Media, marketing & entertainment Second Lien 6/21/2023 L+8.75%
−Removed: (Floor 1.00%) 3,000 2,976 413
InfoGroup Inc.
7 unchanged sentences
(Floor 1.00%) 5,735 5,712 5,748
−Removed: Isagenix International, LLC Consumer products & retail First Lien 6/14/2025 L+5.75%
+Added: Inventus Power, Inc.
+Added: Technology products & components First Lien 3/29/2024 L+5.00%
(Floor 1.00%) 7,000 6,930 6,930
−Removed: JAB Wireless, Inc.
−Removed: Telecommunications First Lien 5/2/2023 L+8.00%
+Added: Isagenix International, LLC Consumer products & retail First Lien 6/14/2025 L+5.75%
(Floor 1.00%) 1,823 1,812 1,376
1 unchanged sentence
Telecommunications First Lien 12/20/2024 L+5.50% 4,706 4,680 4,700
+Added: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
+Added: Principal Cost 2
Lab Logistics, LLC Healthcare services First Lien 9/25/2023 L+7.25%
1 unchanged sentence
Lift Brands, Inc.
−Removed: Consumer services First Lien 4/16/2023 L+7.00%
+Added: Consumer services Tranche A 6/29/2025 L+7.50%
(Floor 1.00%) 2,521 2,521 2,370
−Removed: 1.0% PIK 4,810 4,785 3,689
−Removed: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
−Removed: Principal Cost Fair Value 2
+Added: Tranche B 6/29/2025 9.50% PIK 531 531 424
+Added: Tranche C 6/29/2025 — 565 565 452
+Added: 1,051 shares common stock — — — 749 749
Lightbox Intermediate, L.P.
2 unchanged sentences
(Floor 1.00%) 5,890 5,863 5,683
−Removed: LSF9 Atlantis Holdings, LLC Telecommunications First Lien 5/1/2023 L+6.00%
−Removed: (Floor 1.00%) 6,519 6,485 5,382
−Removed: Lulu's Fashion Lounge, LLC Consumer products & retail First Lien 8/26/2022 L+9.00%
+Added: Lulu's Fashion Lounge, LLC Consumer products & retail First Lien 8/26/2022 L+7.00%, 2.50% PIK
(Floor 1.00%) 3,686 3,633 3,152
1 unchanged sentence
(Floor 1.00%) 4,625 4,570 4,533
−Removed: 0.75% PIK 4,958 4,883 4,214
NBG Acquisition, Inc.
1 unchanged sentence
(Floor 1.00%) 2,738 2,714 2,468
−Removed: Nomad Buyer, Inc.
−Removed: Healthcare services First Lien 8/1/2025 L+5.00% 2,955 2,819 2,748
Novetta Solutions, LLC Software & IT services First Lien 10/17/2022 L+5.00%
(Floor 1.00%) 4,845 4,795 4,836
−Removed: PaySimple - Delayed Draw 3
−Removed: Software & IT services First Lien 8/23/2025 L+5.50% 934 920 850
PaySimple, Inc.
−Removed: Software & IT services First Lien 8/23/2025 L+5.50% 4,263 4,206 3,879
−Removed: Peraton Corp.
−Removed: (fka MHVC Acquisition Corp.) Aerospace & defense First Lien 4/29/2024 L+5.25%
−Removed: (Floor 1.00%) 6,329 6,310 5,918
+Added: Software & IT services Delayed Draw Term Loan 8/23/2025 L+5.50% 1,369 1,346 1,365
+Added: First Lien 8/23/2025 L+5.50% 4,220 4,174 4,209
Pet Supermarket, Inc.
1 unchanged sentence
(Floor 1.00%) 4,760 4,750 4,641
−Removed: PT Network, LLC Healthcare products First Lien 11/30/2023 L+5.50%
+Added: PT Network, LLC Healthcare products First Lien 11/30/2023 L+5.50%, 2.00% PIK
(Floor 1.00%) 4,465 4,465 4,465
−Removed: 2.0% PIK 4,418 4,418 4,024
+Added: Research Now Group, Inc.
+Added: Business services First Lien 12/20/2025 L+5.50%
+Added: (Floor 1.00%) 4,987 4,987 4,950
Signify Health, LLC Healthcare services First Lien 12/23/2024 L+4.50%
1 unchanged sentence
Tacala, LLC Consumer products & retail Second Lien 2/7/2028 L+7.50%
+Added: (Floor 0.75%) 5,000 4,989 5,002
TestEquity, LLC Capital equipment First Lien 4/28/2022 L+6.25%
(Floor 1.00%) 3,816 3,808 3,358
−Removed: TestEquity, LLC - Term Loan B Capital equipment First Lien 4/28/2022 L+5.50% 959 955 801
−Removed: TGP Holdings III LLC Durable consumer goods Second Lien 9/25/2025 L+8.50%
+Added: First Lien - Term Loan B 4/28/2022 L+6.25%
(Floor 1.00%) 949 947 835
−Removed: The Hoover Group, Inc.
−Removed: Energy services (midstream) First Lien 1/28/2021 L+7.25%
+Added: TGP Holdings III LLC Durable consumer goods Second Lien 9/25/2025 L+8.50%
(Floor 1.00%) 2,500 2,479 2,483
2 unchanged sentences
UniTek Global Services, Inc.
−Removed: Telecommunications First Lien 8/26/2024 L+5.50%
+Added: Telecommunications First Lien 8/20/2024 L+5.50%, 1.00% PIK
(Floor 1.00%) 2,736 2,721 2,480
−Removed: 1.0% PIK 2,970 2,949 2,687
+Added: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
+Added: Principal Cost 2
TelePacific Corp.
1 unchanged sentence
(Floor 1.00%) 5,200 5,172 4,829
−Removed: Portfolio Company Industry Investment Type Maturity Date Current Interest Rate 1
−Removed: Principal Cost Fair Value 2
Vida Capital, Inc.
Financial services First Lien 10/1/2026 L+6.00% 3,805 3,760 3,672
−Removed: VIP Cinema Holdings, Inc.
−Removed: Hotel, gaming & leisure First Lien - Superiority DIP 5
−Removed: 5/20/2020 L+8.00% 719 708 129
−Removed: 3/1/2023 P+7.00%
−Removed: (Floor 1.00%) 4,375 4,364 788
−Removed: Wireless Vision Holdings, LLC 4
−Removed: Telecommunications First Lien 9/29/2022 L+8.91%
+Added: YS Garments, LLC Consumer products & retail First Lien 8/9/2024 L+6.00%
(Floor 1.00%) 4,634 4,608 4,287
−Removed: 1.0% PIK 7,327 7,253 6,264
−Removed: YS Garments, LLC Consumer products & retail First Lien 8/9/2024 P+6.00% 4,813 4,777 4,355
Total Investments $ 170,791 $ 164,351
4 unchanged sentences
Certain investments are subject to a LIBOR or Prime interest rate floor.
+Added: 2 Represents amortized cost.
3 Represents the fair value determined utilizing a similar process as the Company in accordance with ASC 820.
−Removed: However, the determination of such fair value is determined by the Board of Managers of the Joint Venture.
+Added: However, the determination of such fair value is determined by the Board of Managers of I-45 SLF LLC.
It is not included in the Company’s Board of Directors’ valuation process described elsewhere herein.
−Removed: 3 The investment has approximately $0.5 million in an unfunded delayed draw commitment as of March 31, 2020.
−Removed: 4 The investment is structured as a first lien last out term loan and may earn interest in addition to the stated rate.
−Removed: 5 Investment was on non-accrual as of March 31, 2020, meaning the Company has ceased to recognize interest income on the investment.
SCHEDULE 12-14
1 unchanged sentence
(In thousands)
−Removed: Portfolio Company Type of Investment (1) Amount of Interest or Dividends Credited in Income (2) Fair Value at March 31, 2020 Gross Additions (3) Gross Reductions (4) Amount of Realized Gain/(Loss) (5) Amount of Unrealized Gain/(Loss) Fair Value at March 31, 2021
+Added: Portfolio Company Type of Investment (1) March 31, 2022 Principal Amount - Debt Investments Amount of Interest or Dividends Credited in Income (2) Fair Value at March 31, 2021 Gross Additions (3) Gross Reductions (4) Amount of Realized Gain/(Loss) (5) Amount of Unrealized Gain/(Loss) Fair Value at March 31, 2022
Control Investments
2 unchanged sentences
Affiliate Investments
+Added: Air Conditioning Specialist, Inc.
+Added: Revolving Loan $ — $ 3 $ — $ (18) $ — $ — $ 18 $ —
+Added: First Lien 12,778 359 — 12,558 (22) — (1) 12,535
+Added: 623,693.55 Preferred Units — — — 624 — — 10 634
+Added: Catbird NYC, LLC Revolving Loan — 17 — (73) — — 73 —
+Added: First Lien 15,900 635 — 15,706 (100) — 278 15,884
+Added: 1,000,000 Class A Units — — — 1,000 — — 221 1,221
+Added: 500,000 Class B Units — — — 500 — — 72 572
Central Medical Supply LLC Revolving loan 300 45 276 6 — — 8 290
5 unchanged sentences
First lien 1,732 164 1,500 151 — — (179) 1,472
+Added: Protective Advance 526 13 — 526 — — — 526
1,681.04 Common Units — — 3,615 — — — (1,155) 2,460
2 unchanged sentences
Senior subordinated debt 650 129 372 278 — — — 650
+Added: Portfolio Company Type of Investment (1) March 31, 2022 Principal Amount - Debt Investments Amount of Interest or Dividends Credited in Income (2) Fair Value at March 31, 2021 Gross Additions (3) Gross Reductions (4) Amount of Realized Gain/(Loss) (5) Amount of Unrealized Gain/(Loss) Fair Value at March 31, 2022
2,000,000 Preferred units — — 1,274 — — — — 1,274
3 unchanged sentences
1,000 Class A Units — — 1,208 56 — — (552) 712
−Removed: Portfolio Company Type of Investment (1) Amount of Interest or Dividends Credited in Income (2) Fair Value at March 31, 2020 Gross Additions (3) Gross Reductions (4) Amount of Realized Gain/(Loss) (5) Amount of Unrealized Gain/(Loss) Fair Value at March 31, 2021
ITA Holdings Group, LLC Revolving loan 750 23 — 757 — — (7) 750
5 unchanged sentences
9.25% Class A membership interest — 28 2,532 — — — 531 3,063
+Added: Lighting Retrofit International, LLC (DBA Envocore) Revolving Loan — 6 — 456 (456) — — —
+Added: First Lien 5,195 99 — 5,208 (12) — (416) 4,780
+Added: Second Lien 5,208 — — 5,208 — — (2,104) 3,104
+Added: 208,333.3333 Series A Preferred units — — — — — — — —
+Added: 203,124.9999 Common units — — — — — — — —
Roseland Management, LLC Revolving loan 575 48 — 1,178 (600) — (3) 575
3 unchanged sentences
9,374,510.2 Class B Common units — — — — — — — —
+Added: 904,903.31 Class W units — — — — — — — —
First lien — 445 8,500 15 (8,500) 140 (155) —
500,000 Class A Common Units — — 1,235 — — — 1,725 2,960
−Removed: Zenfolio Inc.
−Removed: Revolving loan 53 1,888 1 (1,844) — (45) —
−Removed: First lien 384 13,127 21 (12,821) — (327) —
−Removed: 190 shares of common stock — — — (272) (1,628) 1,900 —
Total Affiliate Investments $ 121,019 $ 8,310 $ 85,246 $ 61,935 $ (10,692) $ 140 $ (4,750) $ 131,879
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.