Item 1A. Risk Factors
ITEM 1A.
RISK FACTORS
You should carefully consider these risk factors, together with all of the other information included in this Annual Report and the other reports and
documents filed or furnished by us with the SEC. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and
performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. If that happens, the trading price of our securities and NAV could decline, and
you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in our securities as well as those factors generally associated with an investment company with investment
objectives, investment policies, capital structure or trading markets similar to ours.
Risks Related to the Economy
Market conditions could negatively impact our business, results of operations, cash flows and financial condition.
The market in which we operate is affected by a number of factors that are largely beyond our control but can nonetheless have a potentially significant,
negative impact on us. These factors include, among other things:
changes in interest rates and credit spreads;
the availability of credit, including the price, terms, and conditions under which it can be obtained;
the quality, pricing, and availability of suitable investments and credit losses with respect to our investments;
the ability to obtain accurate market-based valuations;
loan values relative to the value of the underlying assets;
default rates on the loans underlying our investments and the amount of related losses;
prepayment rates, delinquency rates and legislative / regulatory changes with respect to our investments and
loans, and the timing and amount of servicer advances;
competition;
the impact of COVID-19 generally and on the economy, the capital markets
and our portfolio companies, including the measures taken by governmental authorities to address it;
the actual and perceived state of the economy and public capital markets generally;
amendments or repeals of legislation, or changes in regulations or regulatory interpretations thereof, and
transitions of government, including uncertainty regarding any of the foregoing;
the impact of potential changes to the Code; and
the attractiveness of other types of investments relative to investments in lower middle market companies
generally.
Changes in these factors are difficult to predict, and a change in one factor could affect other factors, which could result
in adverse effects to our business, results of operations, financial condition, and cash flows.
Volatility in the capital markets may make it more
difficult to raise capital and may adversely affect the valuations of our investments.
Given the volatility and dislocation that the capital markets
have experienced from time to time, including during the current recession, many BDCs have faced, and may in the future face, a challenging environment in which to
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raise capital. We may in the future have difficulty accessing debt and equity capital, and a severe disruption in the global financial markets or deterioration in credit and financing conditions
could have a material adverse effect on our business, financial condition, results of operations, and cash flows. In addition, significant changes in the capital markets have had, and may in the future have, a negative effect on the valuations of
our investments and on the potential for liquidity events involving our investments. Additionally, volatility in the U.S. repo market may affect other financial markets worldwide. An inability to raise capital, and any required sale of our
investments for liquidity purposes or failure of our portfolio companies to realize liquidity events, could have a material adverse impact on our business, financial condition, results of operations, or cash flows.
Volatility of oil and natural gas prices could impair certain of our portfolio companies operations and ability to satisfy obligations to their
respective lenders and investors, including us, which could negatively impact our financial condition.
Our portfolio includes a concentration of
companies related to the oil and gas industry with the fair value of these investments representing approximately $24.7 million, or 5.5% of our total portfolio at fair value as of September 30, 2020. These businesses provide services to
oil and gas companies and are indirectly impacted by the prices of, and demand for, oil and natural gas, which have from time to time experienced volatility, including significant decline in prices, and such volatility could continue or increase in
the future. A substantial or extended decline in oil and natural gas demand or prices may adversely affect the business, financial condition, cash flows, liquidity or results of operations of these portfolio companies and might impair their ability
to meet capital expenditure obligations and financial commitments. Any decline in oil prices, especially for a prolonged period, could therefore have a material adverse effect on our business, financial condition and results of operations.
Our business may be adversely affected by the current coronavirus pandemic and related government actions.
As of the date of this Annual Report, there is a continuing outbreak of a novel and highly contagious form of coronavirus. The World Health Organization
has declared the disease (COVID-19) it causes to constitute a pandemic. The outbreak of COVID-19 has resulted in numerous deaths,
adversely impacted global commercial activity and contributed to significant volatility in certain equity and debt markets. In response to the COVID-19 pandemic, many countries, including the U.S., reacted by
instituting quarantines, prohibiting travel and ordering the closure of offices, businesses, schools, retail stores and other public venues. Businesses also implemented similar precautionary measures. Such measures, as well as the general
uncertainty surrounding the dangers and impact of COVID-19, created significant disruptions in and continue to adversely impact economic activity, particularly in the transportation, hospitality, tourism,
entertainment and certain other industries. As COVID-19 cases resurge, certain governments have (and others in the future may) reinstitute such measures, which could further exacerbate the adverse
impacts on economic activity.
As a result of these and other factors, the COVID-19 pandemic, and any future
public health emergency or the threat thereof, could have a significant adverse impact on us and our portfolio companies and could adversely affect our ability to fulfill our investment objectives.
The extent of the impact of COVID-19, or any public health emergency, on our operational and financial performance
will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergencies on overall supply and demand, goods
and services, investor liquidity, consumer confidence and levels of economic activity and the extend of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be
predicted. The effects of a public health emergency may materially and adversely impact the value and performance of our investments, our ability to source, manage and divest investments and our ability to achieve our investment objectives, all of
which could result in significant losses to us. In addition, our operations and our Advisers operations may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary
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and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of our Advisers personnel.
Public health threats, including the COVID-19 pandemic, may adversely impact the businesses in which
we invest and affect our business, operating results and financial condition.
Public health threats, such
as COVID-19 or any other illness, may disrupt the operations of the businesses in which we invest. Such threats can create economic and political uncertainties and can contribute to global
economic instability. A public health threat poses the risk that our portfolio companies may have significantly reduced or be prevented from conducting business activities for an unknown period of time, including shutdowns that may be requested
or mandated by governmental authorities, or that they may experience disruptions in their supply chains or decreased consumer demand. When governments ease restrictions, certain of our portfolio companies may experience increases in health and
safety expenses, payroll costs and other operating expenses. These adverse economic impacts may decrease the value of the collateral securing our loans in such portfolio companies, as well as the value of our equity investments. In addition, these
adverse impacts could cause certain of our portfolio companies to have difficulty meeting their debt service requirements, which in turn could lead to an increase in defaults, and/or could diminish the ability of certain of our portfolio companies
to engage in liquidity events. These negative impacts on our portfolio companies and their performance may reduce the interest income we receive and/or increase realized and unrealized losses related to our investments, which may, in turn, adversely
impact our business, financial condition or results of operations
Risks Related to Interest Rates
Market interest rates may have an effect on the value of our securities.
One of the factors that influences the price of our securities is the distribution yield on our securities (as a percentage of the price of our securities)
relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of our securities to expect a higher distribution yield. In addition, higher
interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. As a result, higher market interest rates could cause the market price of our securities to decrease.
Changes in interest rates may negatively impact our investments and have an adverse effect on our business, financial condition, results of operations, and
cash flows.
Generally, interest rate fluctuations and changes in credit spreads on floating rate loans may have a negative impact on our investments
and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income, our NAV and the market price of our securities. As interest rates increase, generally, the cost
of borrowing increases, affecting our ability to make new investments on favorable terms or at all. A substantial portion of our debt investments have variable interest rates that reset periodically and are generally based on LIBOR. To the extent
that interest rates increase, this may negatively impact the operating performance of our portfolio companies due to increasing debt service obligations and, therefore, may affect our results of operations. In addition, to the extent that an
increase in interest rates makes it difficult or impossible to make payments on outstanding indebtedness to us or other financial sponsors or refinance debt that is maturing in the near term, some of our portfolio companies may be unable to repay
such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. Rising interest rates could also cause borrowers to shift cash from other productive uses to the payment of interest, which may have a
material adverse effect on their business and operations and could, over time, lead to increased defaults. Additionally, as interest rates increase and the corresponding risk of a default by borrowers increases, the liquidity of higher interest rate
loans may decrease as fewer investors may be willing to purchase such loans in the secondary market in light of the increased risk of a default by the borrower and the heightened risk of a loss of an investment in such loans. Decreases in credit
spreads on debt that pays a
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floating rate of return would have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise.
Trading prices tend to fluctuate more for fixed rate securities that have longer maturities. There can be no guarantee the Federal Reserve Board (the Fed) will raise rates at a gradual pace, or at all, nor can there be any assurance that
markets will not adversely react to rate increases. An increase in interest rates could have a negative effect on our investments, which could negatively impact our operating results, financial condition, and cash flows.
As a result of the decision by the Fed to decrease the target range for the federal funds rate in response to
the COVID-19 pandemic, interest rates have recently decreased. A substantial portion of our debt investments have variable interest rates that reset periodically and are generally based on LIBOR.
Accordingly, reduced interest rates will result in a decrease in our total investment income unless offset by interest rate floors or an increase in the spread of our debt investments with variable interest rates. Most of our variable rate loans are
subject to interest rate floors, which are currently in effect given the low interest rate environment. A near term increase in interest rates, that is not in excess of our interest rate floors, could result in an increase in the interest
expense that we pay on our borrowings with no corresponding increase in interest income and thus, lower overall net investment income. In addition, our net investment income could decrease if there is no reduction or credit to the base management or
incentive fees that we pay to the Adviser. In addition, when interest rates decline, borrowers may refinance their loans at lower interest rates, which could shorten the average life of the loans and reduce the associated returns on the investment,
as well as require the Adviser and its investment professionals to incur management time and expense to re-deploy such proceeds, including on terms that may not be as favorable as our existing loans.
The interest rates of some of our term loans to our portfolio companies are priced using a spread over LIBOR, which may be phased out in the future.
LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the
interest rate on loans globally. In general, our investments in debt securities have a term of five to seven years, accrue interest at variable rates based on LIBOR and, to a lesser extent, at fixed rates. As of September 30, 2020, based on the
total principal balance of debt outstanding, our portfolio consisted of approximately 78.1% of loans at variable rates with floors and approximately 21.9% at fixed rates.
As a result of concerns about the accuracy of the calculation of LIBOR, a number of British Bankers Association (the BBA) member banks
entered into settlements with certain regulators and law enforcement agencies with respect to the alleged manipulation of LIBOR. Actions by the BBA, regulators or law enforcement agencies as a result of these or future events, may result in changes
to the manner in which LIBOR is determined (to the extent it continues beyond 2021). Potential changes, or uncertainty related to such potential changes may adversely affect the market for LIBOR-based securities, including our portfolio of
LIBOR-indexed, floating-rate debt securities and our borrowings.
On July 27, 2017, the United Kingdoms Financial Conduct Authority, which
regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether or not LIBOR will cease to exist or new methods of calculating LIBOR will be established such that it continues to exist after
2021. The Fed, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, announced replacement of U.S. dollar LIBOR with a new index calculated by short-term repurchase
agreements, backed by U.S. Treasury securities, called the Secured Overnight Financing Rate (SOFR). The first publication of SOFR was released in April 2018. Whether or not SOFR, or another alternative reference rate, attains market
traction as a LIBOR replacement tool remains in question, and the future of LIBOR at this time is uncertain.
The effect of the establishment of
alternative reference rates or any other reforms to LIBOR or other reference rates (including whether LIBOR will continue to be an acceptable market benchmark) cannot be predicted at this time, and the transition away from LIBOR and other current
reference rates to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations. Factors such as the pace of the transition to replacement or reformed rates, the
specific terms and parameters for and market acceptance of any alternative reference rate, prices of and the liquidity of trading markets for
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products based on alternative reference rates, and our ability to transition and develop appropriate systems and analytics for one or more alternative reference rates could also have a material
adverse effect on our business, financial condition and results of operations.
We typically invest in transactions involving acquisitions, buyouts and
recapitalizations of companies, which will subject us to the risks associated with change in control transactions.
Our strategy, in part, includes
making debt and minority equity investments in companies in connection with acquisitions, buyouts, and recapitalizations, which subjects us to the risks associated with change in control transactions. Change in control transactions often present a
number of uncertainties. Companies undergoing change in control transactions often face challenges retaining key employees and maintaining relationships with customers and suppliers. While we hope to avoid many of these difficulties by participating
in transactions where the management team is retained and by conducting thorough due diligence in advance of our decision to invest, if our portfolio companies experience one or more of these problems, we may not realize the value that we expect in
connection with our investments, which would likely harm our operating results, financial condition, and cash flows.
A change in interest rates may
adversely affect our profitability and our hedging strategy may expose us to additional risks.
We anticipate using a combination of equity and
long-term and short-term borrowings to finance our investment activities. As a result, a portion of our income will depend upon the spread between the rate at which we borrow funds and the rate at which we loan these funds. An increase or decrease
in interest rates could reduce the spread between the rate at which we invest and the rate at which we borrow, and thus, adversely affect our profitability if we have not appropriately hedged against such event. Alternatively, interest rate hedging
arrangements may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio.
As of September 30,
2020, based on the total principal balance of debt outstanding, our portfolio consisted of approximately 78.1% of loans at variable rates with floors and approximately 21.9% at fixed rates.
As of September 30, 2020, we did not have any hedging arrangement, such as interest rate hedges. While hedging activities may insulate us against adverse
fluctuations in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or any future hedging
transactions could have a material adverse effect on our business, financial condition and results of operations. Our ability to receive payments pursuant to an interest rate cap agreement is linked to the ability of the counter-party to that
agreement to make the required payments. To the extent that the counter-party to the agreement is unable to pay pursuant to the terms of the agreement, we may lose the hedging protection of the arrangement.
Also, the fair value of certain of our debt investments is based, in part, on the current market yields or interest rates of similar securities. A change in
interest rates could have a significant impact on our determination of the fair value of these debt investments. In addition, a change in interest rates could also have an impact on the fair value of any hedging arrangements then in effect that
could result in the recording of unrealized appreciation or depreciation in future periods. Therefore, adverse developments resulting from changes in interest rates could have a material adverse effect on our business, financial condition, results
of operations, and cash flows. Refer to Quantitative and Qualitative Disclosures About Market Risk for additional information on interest rate fluctuations.
Risks Related to Our Investments
We operate in
a highly competitive market for investment opportunities.
There has been increased competitive pressure in the BDC and investment company marketplace
for first and second lien secured debt, resulting in lower yields for increasingly riskier investments. A large number of entities
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compete with us and make the types of investments that we seek to make in lower middle market companies. We compete with public and private buyout funds, commercial and investment banks,
commercial financing companies, and, to the extent that they provide an alternative form of financing, hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we
do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which would allow them
to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. The competitive pressures we face
could have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time and we can
offer no assurance that we will be able to identify and make investments that are consistent with our investment objectives. We do not seek to compete based on the interest rates we offer, and we believe that some of our competitors may make loans
with interest rates that will be comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors pricing, terms, and structure. However, if we match our competitors pricing, terms,
and structure, we may experience decreased net interest income and increased risk of credit loss.
Our investments in lower middle market companies are
extremely risky and could cause you to lose all or a part of your investment.
Investments in lower middle market companies are subject to a number of
significant risks including the following:
Lower middle market companies are likely to have greater exposure to economic downturns, including the current
recession, than larger businesses. Our portfolio companies may have fewer resources than larger businesses, and thus any economic downturns or recessions, including the current recession, are more likely to have a material adverse effect on them
and the end markets in which they operate. If one of our portfolio companies is adversely impacted by a recession, its ability to repay our loan or engage in a liquidity event, such as a sale, recapitalization or initial public offering would be
diminished.
Lower middle market companies may have limited financial resources and may not be able to repay the loans we
make to them. Our strategy includes providing financing to portfolio companies that typically do not have readily available access to financing. While we believe that this provides an attractive opportunity for us to generate profits, this may
make it difficult for the portfolio companies to repay their loans to us upon maturity. A borrowers ability to repay its loan may be adversely affected by numerous factors, including the failure to meet its business plan, a downturn in its
industry, or negative economic conditions, including those created by the current COVID-19 pandemic. Deterioration in a borrowers financial condition and prospects usually will be accompanied by
deterioration in the value of any collateral and a reduction in the likelihood of us realizing on any guaranties we may have obtained from the borrowers management. As of September 30, 2020, loans to one portfolio company were on non-accrual status with an aggregate debt cost basis of approximately $7.2 million, or 1.6% of the cost basis of all debt investments in our portfolio. While we are working with these portfolio companies to
improve their profitability and cash flows, there can be no assurance that our efforts will prove successful. Although we will sometimes seek to be the senior, secured lender to a borrower, in some of our loans we expect to be subordinated to a
senior lender, and our interest in any collateral would, accordingly, likely be subordinate to another lenders security interest.
Lower middle market companies typically have narrower product lines and smaller market shares than large
businesses. Because our target portfolio companies are lower middle market businesses, they will tend to be more vulnerable to competitors actions and market conditions, as well as general economic downturns. In addition, our portfolio
companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities and a larger number of qualified managerial, or technical
personnel.
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There is generally little or no publicly available information about these businesses. Because we seek to
invest in privately owned businesses, there is generally little or no publicly available operating and financial information about our potential portfolio companies. As a result, we rely on our officers, the Adviser and its employees, Gladstone
Securities and certain consultants to perform due diligence investigations of these portfolio companies, their operations, and their prospects. We may not learn all of the material information we need to know regarding these businesses through our
investigations to make a well-informed investment decision.
Lower middle market companies generally have less predictable operating results. We expect that our
portfolio companies may have significant variations in their operating results, may from time to time be exposed to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, may require
substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, may otherwise have a weak financial position, or may be adversely affected by changes in the business cycle. Our portfolio
companies may not meet net income, cash flow, and other coverage tests typically imposed by their senior lenders. A borrowers failure to satisfy financial or operating covenants imposed by senior lenders could lead to defaults and,
potentially, foreclosure on its senior credit facility, which could additionally trigger cross-defaults in other agreements. If this were to occur, it is possible that the borrowers ability to repay any of our loans would be jeopardized.
Lower middle market companies are more likely to be dependent on one or two persons. Typically, the
success of a lower middle market business also depends on the management talents and efforts of one or two persons or a small group of persons. The death, disability, or resignation of one or more of these persons could have a material adverse
impact on our certain of our portfolio companies and, in turn, on us.
Lower middle market companies may have limited operating histories. While we intend to target stable
companies with proven track records, we may make loans to new companies that meet our other investment criteria. Portfolio companies with limited operating histories will be exposed to all of the operating risks that new businesses face and may be
particularly susceptible to, among other risks, market downturns, competitive pressures and the departure of key executive officers.
Debt securities of lower middle market companies typically are not rated by a credit rating agency.
Typically, a lower middle market private business cannot or will not expend the resources to have its debt securities rated by a credit rating agency. We expect that most, if not all, of the debt securities we acquire will be unrated. Investors
should assume that these loans would be at rates below what is today considered investment grade quality. Investments rated below investment grade are often referred to as high yield securities or junk bonds and may be considered high
risk as compared to investment-grade debt instruments.
Lower middle market companies may be highly leveraged. Some of our portfolio companies may be
highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies ability to finance
their future operations and capital needs. As a result, these companies flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged companys
income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.
Lower middle market companies may operate in regulated industries or provide services to governments. Some
of our portfolio companies may operate in regulated industries and/or provide services to federal, state or local governments, or operate in industries that provide services to regulated industries or federal, state or local governments, any of
which could lead to delayed payments for services or subject the company to changing payment and reimbursement rates or other terms.
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Because the majority of the loans we make and equity securities we receive when we make loans are not publicly
traded, there is uncertainty regarding the value of our privately held securities.
The majority of our portfolio investments are, and we expect will
continue to be, in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. Our Board of Directors has ultimate responsibility for reviewing
and determining, in good faith, the fair value of our investments for which market quotations are not readily available, based on the Policy. Our Board of Directors reviews valuation recommendations that are provided by the Valuation Team. In
valuing our investment portfolio, several techniques are used, including, a total enterprise value approach, a yield analysis, market quotes, and independent third party assessments. Currently, ICE Data Pricing and Reference Data, LLC provides
estimates of fair value on our proprietary debt investments and we use another independent valuation firm to provide valuation inputs for our significant equity investments, including earnings multiple ranges, as well as other information. In
addition to these techniques, other factors are considered when determining fair value of our investments, including: the nature and realizable value of the collateral, including external parties guaranties; any relevant offers or letters of
intent to acquire the portfolio company; and the markets in which the portfolio company operates. For additional information on our valuation policies, procedures and processes, refer to Note 2 Summary of Significant Accounting Policies
in our accompanying Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
Fair value measurements of our
investments may involve subjective judgments and estimates and due to the inherent uncertainty of determining these fair values, the determination of fair value may fluctuate from period to period. Additionally, changes in the market environment and
other events that may occur over the life of the investment may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. Further, such investments are generally subject to legal and
other restrictions on resale or otherwise are less liquid than publicly traded securities, and any investments that include OID or PIK interest may have unreliable valuations because their continuing accruals require ongoing judgments about the
collectability of their deferred payments and the value of their underlying collateral. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which it is
recorded.
Our NAV would be adversely affected if the fair value of our investments that are approved by our Board of Directors are higher than the values
that we ultimately realize upon the disposal of such securities.
The valuation process for certain of our portfolio holdings creates a conflict of
interest.
A substantial portion of our portfolio investments are made in the form of securities for which market quotations are not readily available.
As a result, our Board of Directors determines the fair value of these securities in good faith pursuant to the Policy. In connection with that determination, the Valuation Team prepares portfolio company valuations based upon the most recent
portfolio company financial statements available and projected financial results of each portfolio company. The participation of the Advisers investment professionals in our valuation process, and the pecuniary interest in the Adviser by
Mr. Gladstone, may result in a conflict of interest as the management fees that we pay the Adviser are based on our total assets less uninvested cash or cash equivalents from borrowings, and adjusted appropriately for any share issuances or
repurchases during the period.
The lack of liquidity of our privately held investments may adversely affect our business.
We will generally make investments in private companies whose securities are not traded in any public market. Substantially all of the investments we presently
hold and the investments we expect to acquire in the future are, and will be, subject to legal and other restrictions on resale and will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it
difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises. This could cause us to miss important investment
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opportunities. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may record substantial realized losses upon liquidation. We may also face other
restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, the Adviser, or our respective officers, employees or affiliates have material non-public information
regarding such portfolio company.
Due to the uncertainty inherent in valuing these securities, the Valuation Teams determinations of fair value may
differ materially from the values that could be obtained if a ready market for these securities existed. Our NAV could be materially affected if the Valuation Teams determinations regarding the fair value of our investments that are ultimately
approved by our Board of Directors are materially different from the values that we ultimately realize upon our disposal of such securities. Additional discussion regarding risks associated with determinations made by the Adviser is found in the
risk factor The valuation process for certain of our portfolio holdings creates a conflict of interest.
When we are a debt or
minority equity investor in a portfolio company, which we expect will generally be the case, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.
We anticipate that most of our investments will continue to be either debt or minority equity investments in our portfolio companies. Therefore, we generally
will not be involved in the day-to-day operations and decision making of our portfolio companies, even though we may have board observation rights and our debt agreement
may contain certain restrictive covenants. As a result, we are and will remain subject to the risk that a portfolio company may make business decisions with which we disagree, and the shareholders and management of such company may take risks or
otherwise act in ways that do not serve our best interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.
In addition, we will generally not be in a position to control any portfolio company by investing in its debt securities. This is particularly true when we
invest in syndicated loans, which are loans made by a larger group of investors whose investment objectives may not be completely aligned with ours. As of September 30, 2020, syndicated investments made up approximately 8.3% of our portfolio at
cost, or $40.8 million. We therefore are subject to the risk that other lenders in these investments may make decisions that could decrease the value of our portfolio holdings.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and/or we could be subject to lender
liability claims.
We invest primarily in debt securities issued by our portfolio companies. In some cases portfolio companies will be permitted to
have other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders thereof are entitled to receive payment of interest and principal on or before the
dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization, or bankruptcy of a portfolio company, holders of debt instruments
ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. In addition, even though we have structured some of our investments as
senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt investments and subordinate all, or a portion, of our claims to that of other creditors. After repaying such senior creditors, such portfolio company may not have any remaining assets to use
to repay its obligation to us. We may also be subject to lender liability claims for actions taken by us with respect to a borrowers business, in instances in which we exercised control over the borrower or as a result of actions taken in
rendering significant managerial assistance. Furthermore, in the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of
an insolvency, liquidation, dissolution, reorganization, or bankruptcy of a portfolio company.
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Prepayments of our investments by our portfolio companies could adversely impact our results of operations and
reduce our return on equity.
In addition to risks associated with delays in investing our capital, we are also subject to the risk that investments we
make in our portfolio companies may be repaid prior to maturity. For the year ended September 30, 2020, we received unscheduled repayments of investments totaling $70.3 million. We will generally first use any proceeds from prepayments to
repay any borrowings outstanding on our Credit Facility. In the event that funds remain after repayment of our outstanding borrowings, then we will generally reinvest these proceeds in government securities, pending their future investment in new
debt and/or equity securities. These government securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts. As a result, our results of
operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market
price of our common stock.
Our portfolio is concentrated in a limited number of companies and industries, which subjects us to an increased risk of
significant loss if any one of these companies does not repay us or if the industries experience downturns.
As of September 30, 2020, we had
investments in 48 portfolio companies, of which our five largest investments comprised approximately $130.3 million, or 28.9% of our total investment portfolio, at fair value. A consequence of a concentration in a limited number of investments
is that the aggregate returns we realize may be substantially adversely affected by the unfavorable performance of a small number of such investments or a substantial write-down of any one investment. Beyond our regulatory and income tax
diversification requirements, we do not have fixed guidelines for industry concentration and our investments could potentially be concentrated in relatively few industries. In addition, while we do not intend to invest 25.0% or more of our total
assets in a particular industry or group of industries at the time of investment, it is possible that as the values of our portfolio companies change, one industry or a group of industries may comprise in excess of 25.0% of the value of our total
assets. As of September 30, 2020, our largest industry concentrations of our total investments at fair value were in diversified/conglomerate service companies, representing 20.6%; healthcare, education, and childcare companies, representing
14.3%; and diversified/conglomerate manufacturing companies, representing 9.8%. Therefore, we are susceptible to the economic circumstances in these industries, and a downturn in one or more of these industries could have a material adverse effect
on our results of operations and financial condition.
The disposition of our investments may result in contingent liabilities.
Currently, all of our investments involve private securities. In connection with the disposition of an investment in private securities, we may be required to
make representations about the business and financial affairs of the underlying portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the
extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our
return of certain distributions previously made to us.
Portfolio company litigation or other litigation or claims against us or our personnel could
result in additional costs and the diversion of management time and resources.
In the course of investing in and providing significant managerial
assistance to certain of our portfolio companies, certain persons employed by the Adviser may serve as directors on the boards of such companies. To the extent that litigation arises out of our investments in these companies or otherwise, even if
without merit, we or such employees may be named as defendants in such litigation, which could result in additional costs, including defense costs, and the diversion of management time and resources. Additionally, other litigations or claims against
us or our personnel could result in additional costs, including defense costs, and the diversion of
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management time and resources. We may be unable to accurately estimate our exposure to litigation risk if we record balance sheet reserves for probable loss contingencies. As a result, any
reserves we establish to cover any settlements or judgments may not be sufficient to cover our actual financial exposure, which may have a material impact on our results of operations, financial condition, or cash flows.
While we believe we would have valid defenses to potential claims brought due to our investment in any portfolio company, and will defend any such claims
vigorously, we may nevertheless expend significant amounts of money in defense costs and expenses. Further, if we enter into settlements or suffer an adverse outcome in any litigation, we could be required to pay significant amounts. In addition, if
any of our portfolio companies become subject to direct or indirect claims or other obligations, such as defense costs or damages in litigation or settlement, our investment in such companies could diminish in value and we could suffer indirect
losses. Further, these matters could cause us to expend significant management time and effort in connection with assessment and defense of any claims.
Any unrealized depreciation we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income
available for distribution.
As a BDC we are required to carry our investments at market value or, if no market value is ascertainable, at fair value
as determined in good faith by or under the direction of our Board of Directors. We will record decreases in the market values or fair values of our investments as unrealized depreciation. Since our inception, we have, at times, incurred a
cumulative net unrealized depreciation of our portfolio. Any unrealized depreciation in our investment portfolio could result in realized losses in the future and ultimately in reductions of our income available for distribution to stockholders in
future periods.
Risks Related to Our External Financing
In addition to regulatory limitations on our ability to raise capital, our Credit Facility contains various covenants which, if not complied with, could
accelerate our repayment obligations under the facility, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
We will have a continuing need for capital to finance our investments. As of September 30, 2020, we had $128.0 million in borrowings, at cost,
outstanding under our Credit Facility, which provides for maximum borrowings of $180.0 million, with a revolving period end date of July 15, 2021 (the Revolving Period End Date). Our Credit Facility permits us to fund
additional loans and investments as long as we are within the conditions set forth in the credit agreement. Our Credit Facility contains covenants that require our wholly-owned subsidiary, Business Loan, to maintain its status as a separate legal
entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions) and restrict material changes to our credit and collection policies without lenders consent. The Credit Facility also
limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts deemed to have been paid during the prior year in accordance with Section 855(a) of the Code. We are also
subject to certain limitations on the type of loan investments we can make, including restrictions on geographic concentrations, sector concentrations, loan size, interest rate type, payment frequency and status, average life and lien property. Our
Credit Facility further requires us to comply with other financial and operational covenants, which obligate us to, among other things, maintain certain financial ratios, including asset and interest coverage, and a minimum number of 25 obligors in
the borrowing base. Additionally, we are required to maintain (i) a minimum net worth of $205.0 million plus 50.0% of all equity and subordinated debt raised after May 1, 2015 less 50% of any equity and subordinated debt retired or
redeemed after May 1, 2015, which equates to $269.5 million as of September 30, 2020, (ii) asset coverage with respect to senior securities representing indebtedness of at least 150%, in accordance with Section 18 of
the 1940 Act, as modified by Section 61 of the 1940 Act, and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code. As of September 30, 2020, and as defined in our Credit Facility, we were in compliance with all of
our Credit Facility covenants; however, our continued compliance depends on many factors, some of which are beyond our control.
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Given the continued uncertainty in the capital markets, the cumulative unrealized depreciation in our portfolio
may increase in future periods and threaten our ability to comply with the minimum net worth covenant and other covenants under our Credit Facility. Our failure to satisfy these covenants could result in foreclosure by our lenders, which would
accelerate our repayment obligations under the facility and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.
Any inability to renew, extend or replace our Credit Facility on terms favorable to us, or at all, could adversely impact our liquidity and ability to fund
new investments or maintain distributions to our stockholders.
If our Credit Facility is not renewed or extended by the Revolving Period End Date, all
principal and interest will be due and payable on or before April 15, 2022. Subject to certain terms and conditions, our Credit Facility may be expanded to a total of $265.0 million through the addition of other lenders to the facility.
However, if additional lenders are unwilling to join the facility on its terms, we will be unable to expand the facility and thus will continue to have limited availability to finance new investments under our Credit Facility. There can be no
guarantee that we will be able to renew, extend or replace our Credit Facility upon its Revolving Period End Date on terms that are favorable to us, if at all, including with respect to any LIBOR replacement rate. Our ability to expand our
Credit Facility, and to obtain replacement financing at or before the Revolving Period End Date, will be constrained by then-current economic conditions affecting the credit markets. In the event that we are not able to expand our Credit Facility,
or to renew, extend or refinance our Credit Facility by the Revolving Period End Date, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our
ability to qualify as a RIC under the Code.
If we are unable to secure replacement financing, we may be forced to sell certain assets on disadvantageous
terms, which may result in realized losses, and such realized losses could materially exceed the amount of any unrealized depreciation on these assets as of our most recent balance sheet date, which would have a material adverse effect on our
results of operations. In addition to selling assets, or as an alternative, we may issue equity in order to repay amounts outstanding under our Credit Facility. Depending on the trading prices of our common stock, such an equity offering could have
a substantial dilutive impact on our existing stockholders interest in our earnings, assets and voting interest in us. If we are not able to renew, extend or refinance our Credit Facility prior to its maturity, it could result in significantly
higher interest rates and related charges and may impose significant restrictions on the use of borrowed funds to fund investments or maintain distributions to stockholders.
Our business plan is dependent upon external financing, which is constrained by the limitations of the 1940 Act.
We sold 1,220,927 and 1,843,943 common shares under our at-the-market program
during the years ended September 30, 2020 and 2019, respectively. Additionally, we completed a public debt offering of $38.8 million aggregate principal amount of the 2024 Notes in October 2019 and a public debt offering of
$57.5 million aggregate principal amount of the 2023 Notes, inclusive of the overallotment option, in November 2018. However, there can be no assurance that we will be able to raise capital through issuing equity or debt in the near future. Our
business requires a substantial amount of cash to operate and grow. We may acquire such additional capital from the following sources:
Senior Securities. We may issue senior securities representing indebtedness (including
borrowings under our Credit Facility, our 2023 Notes and our 2024 Notes) and senior securities that are stock up to the maximum amount permitted by the 1940 Act. The 1940 Act currently permits us, as a BDC, to issue such senior
securities in amounts such that our asset coverage, as defined in Section 18(h) of the 1940 Act, is at least 150% on such senior security immediately after each issuance of such senior security. As a result of issuing senior securities (in
whatever form), we will be exposed to the risks associated with leverage. Although borrowing money for investments increases the potential for gain, it also increases the risk of a loss. A decrease in the value of our investments will have a greater
impact
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on the value of our common stock to the extent that we have borrowed money to make investments. There is a possibility that the costs of borrowing could exceed the income we receive on the
investments we make with such borrowed funds. In addition, our ability to pay distributions, issue senior securities or repurchase shares of our common stock would be restricted if the asset coverage on each of our senior securities is not at least
150%. If the aggregate value of our assets declines, we might be unable to satisfy that 150% requirement. To satisfy the 150% asset coverage requirement in the event that we are seeking to pay a distribution, we might either have to
(i) liquidate a portion of our loan portfolio to repay a portion of our indebtedness or (ii) issue common stock. This may occur at a time when a sale of a portfolio asset may be disadvantageous, or when we have limited access to capital
markets on agreeable terms. In addition, any amounts that we use to service our indebtedness or for offering expenses will not be available for distributions to stockholders. Furthermore, if we have to issue common stock at below NAV per common
share, any non-participating stockholders will be subject to dilution, as described below. Pursuant to Section 61(a)(3) of the 1940 Act, we are permitted to issue multiple classes of senior
securities representing indebtedness. However, pursuant to Section 18(c) of the 1940 Act, we are permitted to issue only one class of senior securities that are stock.
Common and Convertible Preferred Stock. Because we are constrained in our ability to issue debt or senior
securities for the reasons given above, we are dependent on the issuance of equity as a financing source. If we raise additional funds by issuing more common stock, the percentage ownership of our stockholders at the time of the issuance would
decrease and our existing common stockholder may experience dilution. In addition, under the 1940 Act, we will generally not be able to issue additional shares of our common stock at a price below NAV per common share to purchasers, other than to
our existing stockholders through a rights offering, without first obtaining the approval of our stockholders and our independent directors. If we were to sell shares of our common stock below our then-current NAV per common share, such sales would
result in an immediate dilution to the NAV per common share. This dilution would occur as a result of the sale of shares at a price below the then-current NAV per share of our common stock and a proportionately greater decrease in a
stockholders interest in our earnings and assets and voting percentage than the increase in our assets resulting from such issuance. For example, if we issue and sell an additional 10.0% of our common stock at a 5.0% discount to NAV, a
stockholder who does not participate in that offering for its proportionate interest will suffer NAV dilution of up to 0.5% or $5 per $1,000 of NAV. This imposes constraints on our ability to raise capital when our common stock is trading below NAV
per common share, as it generally has in previous years. As noted above, the 1940 Act prohibits the issuance of multiple classes of senior securities that are stock.
We financed certain of our investments with borrowed money and capital from the issuance of senior securities, which will magnify the potential for gain or
loss on amounts invested and may increase the risk of investing in us.
The use of leverage, including through the issuance of senior securities that
are debt or stock, magnifies the potential for gain or loss on amounts invested, and, if we incur additional leverage, this potential will be further magnified. As of September 30, 2020, we incurred leverage through the Credit Facility, the
2023 Notes, and the 2024 Notes. From time to time, we intend to incur additional leverage to the extent permitted under the 1940 Act. The use of leverage is generally considered a speculative investment technique and increases the risks associated
with investing in our securities. In the future, we may borrow from, and issue senior securities, to banks and other lenders. Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our
common stockholders, and we would expect such holders to seek recovery against our assets in the event of a default.
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Assumed Return on Our Portfolio
(Net of Expenses)
(10.0
)%
(5.0
)%
0.0
%
5.0
%
10.0
%
Corresponding return to common
stockholder (A)
(23.74
)%
(13.92
)%
(4.10
)%
5.73
%
15.55
%
(A)
The hypothetical return to common stockholders is calculated by multiplying our total assets as of
September 30, 2020 by the assumed rates of return and subtracting all interest on our debt to be paid during the twelve months following September 30, 2020, and then dividing the resulting difference by our total net assets attributable to
common stock as of September 30, 2020. Based on $459.2 million in total assets, $128.0 million drawn on our Credit Facility (at cost), $57.5 million in our 2023 Notes payable (at cost), $38.8 million in our 2024 Notes
payable (at cost), and $233.7 million in net assets, each as of September 30, 2020.
Based on an aggregate outstanding
indebtedness of $224.3 million at cost as of September 30, 2020 and the effective annual cash interest rate of 4.3% as of that date, our investment portfolio at fair value would have had to produce an annual return of at least 2.1% to
cover annual interest payments on the outstanding debt.
Risks Related to Our Regulation and Structure
We will be subject to corporate-level tax if we are unable to satisfy Code requirements for RIC qualification.
To maintain our qualification as a RIC, we must meet income source, asset diversification, and annual distribution requirements. The annual distribution
requirement is satisfied if we distribute at least 90.0% of our Investment Company Taxable Income to our stockholders on an annual basis. Because we use leverage, we are subject to certain asset coverage ratio requirements under the 1940 Act and
could, under certain circumstances, be restricted from making distributions necessary to qualify as a RIC. Warrants we receive with respect to debt investments generally create OID, which we must recognize as ordinary income over the term of the
debt investment. Similarly, PIK interest which is accrued generally over the term of the debt investment but not paid in cash, is recognized as ordinary income. Both OID and PIK interest will increase the amounts we are required to distribute to
maintain our RIC status. Because such OIDs and PIK interest will not produce distributable cash for us at the same time as we are required to make distributions, we will need to use cash from other sources to satisfy such distribution requirements.
For the year ended September 30, 2020, we recognized $0.3 million of OID income and the unamortized balance of OID investments as of September 30, 2020 totaled $0.6 million. As of September 30, 2020, we had seven investments
which had a PIK interest component and we recorded PIK interest income of $2.6 million during the year ended September 30, 2020. We collected $0.1 million in PIK interest in cash for the year ended September 30, 2020.
Additionally, we must meet asset diversification and income source requirements at the end of each calendar quarter. If we fail to meet these tests, we may need to quickly dispose of certain investments to prevent the loss of RIC status. Since most
of our investments will be illiquid, such dispositions, if even possible, may not be made at prices advantageous to us and may result in substantial losses. If we fail to qualify as a RIC as of a calendar quarter or annually for any reason and
become fully subject to U.S. federal corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the actual amount distributed. Such a failure would have a
material adverse effect on us and our common stock. Refer to Business Material U.S. Federal Income Tax Considerations RIC Status for additional information regarding asset coverage ratio and RIC requirements.
Some of our debt investments may include success fees that would generate payments to us if the business is ultimately sold. Because the satisfaction of these
success fees, and the ultimate payment of these fees, is uncertain, we generally only recognize them as income when the payment is received. Success fee amounts are characterized as ordinary income for tax purposes and, as a result, we are required
to distribute such amounts to our stockholders in order to maintain RIC status.
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If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC
or be precluded from investing according to our current business strategy.
As a BDC, we may not acquire any assets other than qualifying assets
unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets, exclusive of Operating Assets, are qualifying assets, as defined in Section 55(a) of the 1940 Act.
We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in
what we believe to be attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable
to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of
our position) or could require us to dispose of investments at disadvantageous times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on
favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial
condition, results of operations and cash flows.
If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the
1940 Act, which would significantly decrease our operating flexibility. Refer to Business Regulation as a BDC Qualifying Assets for additional information regarding qualifying assets.
We are subject to restrictions that may discourage a change of control. Certain provisions contained in our articles of incorporation and Maryland law may
prohibit or restrict a change of control and adversely impact the price of our common stock.
Our Board of Directors is divided into three classes,
with the term of the directors in each class expiring every third year. At each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of their election. After election, a director may only be removed by our stockholders for cause. Election of directors for staggered terms with limited rights to remove
directors makes it more difficult for a hostile bidder to acquire control of us. The existence of this provision may negatively impact the price of our securities and may discourage third-party bids to acquire our securities. This provision may
reduce any premiums paid to stockholders in a change in control transaction.
Certain provisions of Maryland law applicable to us prohibit business
combinations with:
any person who beneficially owns 10.0% or more of the voting power of our common stock (an interested
stockholder);
an affiliate of ours who at any time within the two-year period prior to
the date in question was an interested stockholder; or
an affiliate of an interested stockholder.
These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any
business combination with the interested stockholder must be recommended by our Board of Directors and approved by the affirmative vote of at least 80.0% of the votes entitled to be cast by holders of our outstanding shares of common stock and two-thirds of the votes entitled to be cast by holders of our common stock other than shares held by the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a
change in control were in our stockholders
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interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our Board of Directors prior to the time that someone becomes an
interested stockholder.
Our articles of incorporation permit our Board of Directors to issue up to 50.0 million shares of capital stock. In
addition, our Board of Directors, without any action by our stockholders, may amend our articles of incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that
we have authority to issue. Our Board of Directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms or conditions of redemption of any such stock. Thus, our Board of Directors could authorize the issuance of preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon
liquidation over the rights of the holders of our common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale
of all or substantially all of our assets) that might provide a premium price for holders of our common stock.
We may not be permitted to declare a
dividend or make any distribution to stockholders or repurchase shares until such time as we satisfy the asset coverage tests under the provisions of the 1940 Act that apply to BDCs. As a BDC, we have the ability to issue senior securities only in
amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell
a portion of our investments and, depending on the nature of our leverage, repay a portion of our debt at a time when such sales and/or repayments may be disadvantageous.
Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for
investment purposes, which may have a negative effect on our growth. As a result of the annual distribution requirement to qualify as a RIC, we may need to periodically access the capital markets to raise cash to fund new investments. We may issue
senior securities representing indebtedness, including borrowing money from banks or other financial institutions or senior securities that are stock, such as our previously redeemed mandatorily redeemable preferred stock,
only in amounts such that our asset coverage on each senior security, as defined in the 1940 Act, equals at least 150% after each such incurrence or issuance. Further, we may not be permitted to declare a dividend or make any distribution to our
outstanding stockholders or repurchase shares until such time as we satisfy these tests. Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities
and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a BDC, therefore, we intend to continuously issue equity at a rate more frequent
than our privately owned competitors, which may lead to greater stockholder dilution. We have incurred leverage to generate capital to make additional investments. If the value of our assets declines, we may be unable to satisfy the asset coverage
test under the 1940 Act, which could prohibit us from paying distributions and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the
nature of our debt financing, repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous.
Risks Related to
Our External Management
We are dependent upon our key management personnel and the key management personnel of the Adviser, particularly David
Gladstone, Terry Lee Brubaker and Robert L. Marcotte, and on the continued operations of the Adviser, for our future success.
We have no employees.
Our chief executive officer, chief operating officer, chief financial officer and treasurer, and the employees of the Adviser, do not spend all of their time managing our activities and our investment portfolio. We are particularly dependent upon
David Gladstone, Terry Lee Brubaker, and Robert L. Marcotte for their experience, skills and networks. Our executive officers and the employees of the Adviser allocate some, and
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in some cases a material portion, of their time to businesses and activities that are not related to our business. We have no separate facilities and are completely reliant on the Adviser, which
has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of the Advisers operations or termination of the Advisory Agreement and
the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon the Adviser and that discontinuation of its operations or the loss of its key management personnel could have a
material adverse effect on our ability to achieve our investment objectives.
Our success depends on the Advisers ability to attract and retain
qualified personnel in a competitive environment.
The Adviser experiences competition in attracting and retaining qualified personnel, particularly
investment professionals and senior executives, and we may be unable to maintain or grow our business if we cannot attract and retain such personnel. The Advisers ability to attract and retain personnel with the requisite credentials,
experience and skills depends on several factors including its ability to offer competitive wages, benefits and professional growth opportunities. The Adviser competes with investment funds (such as private equity funds and mezzanine funds) and
traditional financial services companies for qualified personnel, many of which have greater resources than us. Searches for qualified personnel may divert managements time from the operation of our business. Strain on the existing personnel
resources of the Adviser, in the event that it is unable to attract experienced investment professionals and senior executives, could have a material adverse effect on our business.
The Adviser can resign on 60 days notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our
operations that could adversely affect our financial condition, business and results of operations.
The Adviser has the right to resign under the
Advisory Agreement at any time upon not less than 60 days written notice, whether we have found a replacement or not. If the Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar
expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of
operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer
if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external,
the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
The Advisers liability is limited under the Advisory Agreement, and we are required to indemnify our investment adviser against certain liabilities,
which may lead the Adviser to act in a riskier manner on our behalf than it would when acting for its own account.
The Adviser has not assumed any
responsibility to us other than to render the services described in the Advisory Agreement, and it will not be responsible for any action of our Board of Directors in declining to follow the Advisers advice or recommendations. Pursuant to the
Advisory Agreement, the Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser will not be liable to us for their acts under the Advisory Agreement,
absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations under the Advisory Agreement. We have agreed to indemnify, defend and protect the
Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser with respect to all damages, liabilities, costs and expenses arising out of or otherwise based
upon the performance of any of the Advisers duties or obligations under the Advisory
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Agreement or otherwise as an investment adviser for us, and not arising out of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless
disregard of their duties and obligations under the Advisory Agreement. These protections may lead the Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.
Our incentive fee may induce the Adviser to make certain investments, including speculative investments.
The management compensation structure that has been implemented under the Advisory Agreement may cause the Adviser to invest in high-risk investments or take
other risks. In addition to its management fee, the Adviser is entitled under the Advisory Agreement to receive incentive compensation based in part upon our achievement of specified levels of income. In evaluating investments and other management
strategies, the opportunity to earn incentive compensation based on net income may lead the Adviser to place undue emphasis on the maximization of net income at the expense of other criteria, such as preservation of capital, maintaining sufficient
liquidity, or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our
investment portfolio.
We may be obligated to pay the Adviser incentive compensation even if we incur a loss.
The Advisory Agreement entitles the Adviser to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our
investment income for that quarter (before deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. When calculating our incentive compensation, our
pre-incentive fee net investment income excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our statement of operations
for that quarter. Thus, we may be required to pay the Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter. For additional information on incentive
compensation under the Advisory Agreement with the Adviser, see Business Transactions with Related Parties.
We may be
required to pay the Adviser incentive compensation on income accrued, but not yet received in cash.
That part of the incentive fee payable by us that
relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as debt instruments with PIK interest or OID. If a portfolio company defaults on a loan, it is
possible that such accrued interest previously used in the calculation of the incentive fee will become uncollectible. Consequently, we may make incentive fee payments on income accruals that we may not collect in the future and with respect to
which we do not have a clawback right against the Adviser. Our OID investments totaled $22.4 million as of September 30, 2020, at cost, which are all syndicated loan investments. For the year ended September 30, 2020, we recognized
$0.3 million of OID income and the unamortized balance of OID investments as of September 30, 2020 totaled $0.6 million. As of September 30, 2020, we had seven investments which had a PIK interest component and we recorded PIK
interest income of $2.6 million during the year ended September 30, 2020. We collected $0.1 million in PIK interest in cash for the year ended September 30, 2020.
The Advisers failure to identify and invest in securities that meet our investment criteria or perform its responsibilities under the Advisory
Agreement would likely adversely affect our ability for future growth.
Our ability to achieve our investment objectives will depend on our ability to
grow, which in turn will depend on the Advisers ability to identify and invest in securities that meet our investment criteria. Accomplishing this result on a cost-effective basis will be largely a function of the Advisers structuring of
the investment process, its ability to provide competent and efficient services to us, and our access to financing on acceptable terms. The Advisers senior management team has substantial responsibilities under the Advisory Agreement. In order
to grow, the Adviser will need to hire, train, supervise, and manage new employees successfully. Any failure to
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manage our future growth effectively would likely have a material adverse effect on our business, financial condition, and results of operations.
There are significant potential conflicts of interest, including with the Adviser, which could impact our investment returns.
Our executive officers and directors, and the officers and directors of the Adviser, serve or may serve as officers, directors, or principals of entities that
operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our or our
stockholders best interests. For example, Mr. Gladstone, our chairman and chief executive officer, is the chairman of the board and chief executive officer of each of the Gladstone Companies. In addition, Mr. Brubaker, our vice
chairman and chief operating officer, is the vice chairman and chief operating officer of each of the Gladstone Companies. Mr. Marcotte is an executive managing director of the Adviser. Moreover, the Adviser may establish or sponsor other
investment vehicles which from time to time may have potentially overlapping investment objectives with ours and accordingly may invest in, whether principally or secondarily, asset classes we target. While the Adviser generally has broad authority
to make investments on behalf of the investment vehicles that it advises, the Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to us or the Affiliated Public
Fund with the investment strategy that most closely fits the investment opportunity. Nevertheless, the management of the Adviser may face conflicts in the allocation of investment opportunities to other entities it manages. As a result, it is
possible that we may not be given the opportunity to participate in certain investments made by other funds managed by the Adviser.
In certain
circumstances, we may make investments in a portfolio company in which one of our affiliates has or will have an investment, subject to satisfaction of any regulatory restrictions and, where required, to the prior approval of our Board of Directors.
As of September 30, 2020, our Board of Directors has approved the following types of co-investment transactions:
Our affiliate, Gladstone Commercial, may, under certain circumstances, lease property to portfolio companies that
we do not control. We may pursue such transactions only if (i) the portfolio company is not controlled by us or any of our affiliates, (ii) the portfolio company satisfies the tenant underwriting criteria of Gladstone Commercial, and
(iii) the transaction is approved by a majority of our independent directors and a majority of the independent directors of Gladstone Commercial. We expect that any such negotiations between Gladstone Commercial and our portfolio companies
would result in lease terms consistent with the terms that the portfolio companies would be likely to receive were they not portfolio companies of ours.
We may invest simultaneously with our affiliate Gladstone Investment in senior loans in the broadly syndicated
market whereby neither we nor any affiliate has the ability to dictate the terms of the loans.
Pursuant to the Co-Investment Order, under certain circumstances, we may co-invest with Gladstone Investment and any future BDC or closed-end management investment company that is advised by the Adviser (or
sub-advised by the Adviser if it controls the fund), or any combination of the foregoing, subject to the conditions included therein.
Certain of our officers, who are also officers of the Adviser, may from time to time serve as directors of certain of our portfolio companies. If an officer
serves in such capacity with one of our portfolio companies, such officer will owe fiduciary duties to stockholders of the portfolio company, which duties may from time to time conflict with the interests of our stockholders.
In the course of our investing activities, we will pay base management and incentive fees to the Adviser and will reimburse the Administrator for certain
expenses it incurs. As a result, investors in our common stock will invest on a gross basis and receive distributions on a net basis after expenses, resulting in, among other things, a lower rate of return than one might
achieve through our investors themselves making direct investments. As a
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result of this arrangement, there may be times when the management team of the Adviser has interests that differ from those of our stockholders, giving rise to a conflict. In addition, as a BDC,
we make available significant managerial assistance to our portfolio companies and provide other services to such portfolio companies. While, neither we nor the Adviser currently receives fees in connection with managerial assistance, the Adviser
and Gladstone Securities have, at various times, provided other services to certain of our portfolio companies and received fees for these other services as discussed in BusinessOngoing Management of Investments and Portfolio Company
RelationshipsManagerial Assistance and Services .
The Adviser is not obligated to provide a credit of the base management fee or
incentive fee, which could negatively impact our earnings and our ability to maintain our current level of distributions to our stockholders.
The
Advisory Agreement provides for a base management fee based on our total assets and an incentive fee which consists of two parts: an income-based incentive fee and a capital gains-based incentive fee. Our Board of Directors has historically accepted
and may accept in the future quarterly or annual non-contractual, unconditional and irrevocable credits to reduce the annual base management fee. Further, our Board of Directors has accepted on a quarterly
basis non-contractual, unconditional and irrevocable credits from the Adviser to reduce the income-based incentive fee to the extent net investment income did not cover 100.0% of distributions to common
stockholders. Any waived fees may not be recouped by the Adviser in the future. However, the Adviser is not required to issue these or other credits of fees under the Advisory Agreement, and to the extent our investment portfolio grows in the
future, we expect these management and incentive fees will increase. If the Adviser does not issue these credits in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of
distributions to our stockholders, which could have a material adverse impact on our stock price.
Our business model is dependent upon developing and
sustaining strong referral relationships with investment bankers, business brokers and other intermediaries and any change in our referral relationships may impact our business plan.
We are dependent upon informal relationships with investment bankers, business brokers and traditional lending institutions to provide us with deal flow. If
we fail to maintain our relationship with such funds or institutions, or if we fail to establish strong referral relationships with other funds, we will not be able to grow our portfolio of investments and fully execute our business plan.
Our base management fee may induce the Adviser to incur leverage.
The fact that our base management fee is payable based upon our total assets, which would include any investments made with proceeds of borrowings, may
encourage the Adviser to use leverage to make additional investments. Under certain circumstances, the use of increased leverage may increase the likelihood of default, which would disfavor holders of our securities. Given the subjective nature of
the investment decisions made by the Adviser on our behalf, we will not be able to monitor this potential conflict of interest.
Risks Related to an
Investment in Our Securities
There is a risk that you may not receive distributions or that distributions may not grow over time.
We intend to distribute at least 90.0% of our Investment Company Taxable Income to our stockholders by paying monthly distributions. We cannot assure you that
we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Furthermore, we
expect to retain some or all net realized long-term capital gains by first offsetting them with realized capital losses, and secondly through a deemed distribution to supplement our equity capital and support the growth of our portfolio, although
our Board of Directors may determine in certain cases to distribute these gains to our common stockholders. In addition, our Credit Facility restricts the amount of distributions we are permitted to make. We
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cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash distributions.
Investing in our securities may involve an above average degree of risk.
The investments we make in accordance with our investment objectives may result in a higher amount of risk than alternative investment options and a higher
risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative, and therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.
Distributions to our stockholders have included and may in the future include a return of capital.
Quarterly, our Board of Directors declares monthly distributions based on then-current estimates of taxable income for each fiscal year, which may differ, and
in the past have differed, from actual results. Because our distributions are based on estimates of taxable income that may differ from actual results, future distributions payable to our stockholders may also include a return of capital. Moreover,
to the extent that we distribute amounts that exceed our current and accumulated earnings and profits, these distributions constitute a return of capital to the extent of the common stockholders adjusted tax basis in its shares of our common
stock. A return of capital represents a return of a stockholders original investment in shares of our common stock and should not be confused with a distribution from earnings and profits. Although return of capital distributions may not be
taxable, such distributions may increase an investors tax liability for capital gains upon the sale of shares of our common stock by reducing the investors tax basis in its shares of our common stock. Such returns of capital reduce our
asset base and also adversely impact our ability to raise debt capital as a result of the leverage restrictions under the 1940 Act, which could have material adverse impact on our ability to make new investments.
Common shares of closed-end investment companies frequently trade at a discount to NAV.
Shares of closed-end investment companies frequently trade at a discount to NAV per common share. Since our inception,
our common stock has at times traded above NAV, and at times below NAV per share. This characteristic of shares of closed-end investment companies is separate and distinct from the risk that our NAV per share
will decline. As with any stock, the price of our common stock will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Whether investors will realize
gains or losses upon the sale of shares of our common stock will not depend directly upon our NAV, but will depend upon the market price of the shares at the time of sale. Since the market price of our common stock will be affected by such
factors as the relative demand for and supply of the shares in the market, general market and economic conditions and other factors beyond our control, we cannot predict whether the shares will trade at, below, or above our NAV.
Under the 1940 Act, we are generally not able to issue additional shares of our common stock at a price below NAV per share to purchasers other than our
existing stockholders through a rights offering without first obtaining the approval of our common stockholders and our independent directors. Additionally, when our common stock is trading below its NAV per share, our dividend yield may exceed the
weighted average returns that we would expect to realize on new investments that would be made with the proceeds from the sale of such stock, making it unlikely that we would determine to issue additional shares in such circumstances. Thus, for as
long as our common stock may trade below NAV, we will be subject to significant constraints on our ability to raise capital through the issuance of common stock. Additionally, an extended period of time in which we are unable to raise capital may
restrict our ability to grow and adversely impact our ability to increase or maintain our distributions.
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Common stockholders may incur dilution if we sell shares of our common stock in one or more offerings at
prices below the then-current NAV per share of our common stock.
Absent stockholder approval, we are not able to access the capital markets in an
offering at prices below the then-current NAV per share due to restrictions applicable to BDCs under the 1940 Act. Should we decide to issue shares of common stock at a price below NAV per share in the future, we will seek the requisite approval of
our stockholders at such time.
If we were to sell shares of our common stock below NAV per share, such sales would result in an immediate dilution to the
NAV per share. This dilution would occur as a result of the sale of shares at a price below the then-current NAV per share of our common stock and a proportionately greater decrease in a stockholders interest in our earnings and assets and
voting interest in us than the increase in our assets resulting from such issuance. The greater the difference between the sale price and the NAV per share at the time of the offering, the more significant the dilutive impact would be. Because the
number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect, if any, cannot be currently predicted. However, if, for example, we sold an additional 10.0% of our common
stock at a 5.0% discount to NAV, a stockholder who did not participate in that offering for its proportionate interest would suffer NAV dilution of up to 0.5% or $5 per $1,000 of NAV.
Risks Related to the 2023 Notes and 2024 Notes
The
2023 Notes and 2024 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have incurred or may incur in the future and will rank pari passu with, or equal to, all outstanding and future unsecured indebtedness
issued by us and our general liabilities (total liabilities, less debt).
The 2023 Notes and 2024 Notes are not secured by any of our assets or any of
the assets of our subsidiaries. As a result, the 2023 Notes and 2024 Notes are subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to
which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and
the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders
of the 2023 Notes and 2024 Notes. In addition, the 2023 Notes and 2024 Notes rank pari passu with, or equal to, all outstanding and future unsecured indebtedness issued by us and our general liabilities (total liabilities, less debt).
The 2023 Notes and 2024 Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The 2023 Notes and 2024 Notes are obligations exclusively of the Company and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the
2023 Notes or 2024 Notes and the 2023 Notes and 2024 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Except to the extent we are a creditor with recognized claims against our subsidiaries, all
claims of creditors of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the 2023 Notes and 2024 Notes) with respect to the assets of such
subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities
of any such subsidiary senior to our claims. Consequently, the 2023 Notes and 2024 Notes are structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or
establish. As of September 30, 2020, there was $128.0 million outstanding under the Credit Facility. Borrowings under the Credit Facility are the obligation of Business Loan, and are structurally senior to the 2023
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Notes and 2024 Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the 2023 Notes and 2024 Notes.
The indentures under which the 2023 Notes and 2024 Notes were issued contain limited protection for holders of the Notes.
The indentures under which the 2023 Notes and 2024 Notes were issued offer limited protection to holders of the notes. The terms of the indentures do not
restrict our or any of our subsidiaries ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the 2023 Notes and 2024 Notes. In
particular, the terms of the indentures and the 2023 Notes and 2024 Notes do not place any restrictions on our or our subsidiaries ability to:
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any
indebtedness or other obligations that would be equal in right of payment to the 2023 Notes and 2024 Notes, (2) any indebtedness or other obligations that would be secured and therefore effectively rank senior in right of payment to the 2023
Notes to the extent of the values of the assets securing such debt, (3) our indebtedness that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 2023 Notes and 2024 Notes and (4) securities,
indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2023 Notes and 2024 Notes with respect to the assets of our
subsidiaries, other than, with respect to the 2023 Notes, an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by such provisions of Section 61(a) of the 1940 Act as may be
applicable to us from time to time or any successor provisions thereto, whether or not we continue to be subject to such provisions of the 1940 Act, and, with respect to the 2024 Notes, an incurrence of indebtedness or other obligation that would
cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, which generally prohibit us incurring
additional debt or issuing additional debt or preferred securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such incurrence or issuance;
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities
ranking junior in right of payment to the 2023 Notes and 2024 Notes, including preferred stock and any subordinated indebtedness, other than, with respect to the 2023 Notes, dividends, purchases, redemptions or payments that would cause our asset
coverage to fall below the threshold specified in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions, giving effect to any no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar SEC no-action or other relief) permitting the BDC to declare any cash
dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time in order to maintain the BDCs
status as a RIC under Subchapter M of the Code, and, with respect to the 2024 Notes, dividends, purchases, redemptions or payments that would cause our asset coverage to fall below the threshold specified in Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the 1940 Act or any successor provisions, giving effect to any no-action relief granted by the SEC to another BDC and upon which we may reasonably rely (or to us if we determine to
seek such similar SEC no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the 1940 Act in order to maintain the BDCs status as a RIC under Subchapter M of the Code;
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or
substantially all of our assets);
enter into transactions with affiliates;
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create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
make investments; or
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the indentures and the 2023 Notes and 2024 Notes will not require us to make an offer to purchase the notes in connection
with a change of control or any other event.
Furthermore, the terms of the indentures and the 2023 Notes and 2024 Notes do not protect holders of the
2023 Notes and 2024 Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, if any, as they do not require that we or our subsidiaries adhere to any
financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
Our ability to recapitalize, incur additional debt
(including additional debt that matures prior to the maturity of the 2023 Notes and 2024 Notes), and take a number of other actions that are not limited by the terms of the 2023 Notes and 2024 Notes may have important consequences for you as a
holder of the 2023 Notes or 2024 Notes, including making it more difficult for us to satisfy our obligations with respect to the 2023 Notes and 2024 Notes or negatively affecting the trading value of the 2023 Notes and 2024 Notes.
Other debt we issue or incur in the future could contain more protections for its holders than the indentures and the 2023 Notes and 2024 Notes, including
additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for trading levels and prices of the 2023 Notes and 2024 Notes.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2023 Notes and 2024 Notes.
Any default under the agreements governing our indebtedness, including a default under the Credit Facility or other indebtedness to which we may be a party,
that is not waived by the required lenders or holders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal and interest on the 2023 Notes and 2024 Notes and substantially decrease the market value of
such notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal and interest on our indebtedness, or if we otherwise fail to comply with the various covenants,
including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could
elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the Credit Facility or other debt we may incur in the future could elect to terminate their commitments, cease
making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to refinance or restructure our debt, including
the 2023 Notes and 2024 Notes, sell assets, reduce or delay capital investments, seek to raise additional capital or seek to obtain waivers from the required lenders under the Credit Facility or other debt that we may incur in the future to avoid
being in default. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the 2023 Notes, the 2024 Notes or our other debt. If we breach our covenants under the Credit Facility or
other debt and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default under the Credit Facility or other debt, the lenders or holders could exercise their rights as described
above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including the lenders under the Credit Facility, could proceed against the collateral securing the debt. Because the
Credit Facility has, and any future credit facilities will likely have, customary cross-default provisions, if the indebtedness under the 2023 Notes, 2024 Notes or the Credit Facility or under any future credit facility is accelerated, we may be
unable to repay or finance the amounts due.
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An active trading market for the 2023 Notes or 2024 Notes may not exist, which could limit your ability to
sell the 2023 Notes or 2024 Notes or affect the market price of the 2023 Notes or 2024 Notes.
An active trading market for the 2023 Notes or the 2024
Notes may not exist in the future and holders may not be able to sell their 2023 Notes or the 2024 Notes. Even if an active trading market does exist, the 2023 Notes or the 2024 Notes may trade at a discount from their initial offering price
depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. To the extent an active trading market does not
exist, the liquidity and trading price for the 2023 Notes or the 2024 Notes may be harmed. Accordingly, holders of the 2023 Notes or the 2024 Notes may be required to bear the financial risk of an investment in the 2023 Notes or the 2024 Notes for
an indefinite period of time.
We may choose to redeem the 2023 Notes or 2024 Notes when prevailing interest rates are relatively low.
On or after November 1, 2020, with respect to the 2023 Notes, and November 1, 2021, with respect to the 2024 Notes, we may choose to redeem such
notes from time to time, especially if prevailing interest rates are lower than the rate borne by the 2023 Notes or the 2024 Notes. If prevailing rates are lower at the time of redemption, and we redeem the 2023 Notes or the 2024 Notes, you likely
would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the 2023 Notes or the 2024 Notes being redeemed. Our redemption right also may adversely impact your ability
to sell the 2023 Notes or the 2024 Notes as the optional redemption date or period approaches.
A downgrade, suspension or withdrawal of the credit rating
assigned by a rating agency to us or our securities, could cause the liquidity or market value of the 2023 Notes or 2024 Notes to decline significantly.
Any credit rating assigned to us, the 2023 Notes or the 2024 Notes represents an assessment by the assigning rating agency of our ability to pay our debts
when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the 2023 Notes and the 2024 Notes. These credit ratings may not reflect the potential impact of risks relating to the structure or
marketing of the 2023 Notes or the 2024 Notes. Credit ratings are paid for by the issuer and are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion.
General Risk Factors
Cybersecurity risks
and cyber incidents may adversely affect our business by causing a disruption to our operations, or the operations of businesses in which we invest, a compromise or corruption of our confidential information and/or damage to our business
relationships, all of which could negatively impact our business, financial condition and operating results.
Maintaining our network security is of
critical importance because our systems store highly confidential financial models and portfolio company information. Although we have implemented, and will continue to implement, security measures, our technology platform may be vulnerable to
intrusion, computer viruses or similar disruptive problems caused by cyber-attacks. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources or those of our
portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of our portfolio companies for purposes of misappropriating assets,
stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased
cybersecurity protection and insurance costs, litigation and damage to our business relationships or those of our portfolio companies. As our and our portfolio companies reliance on technology has increased, so have the risks posed to our
information systems, both internal and those provided to us by third-party service providers, and the information systems of our portfolio companies. We have
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implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent
of a risk of a cyber incident, do not guarantee that a cyber incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, any such incident,
disruption or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, and damage our and our Advisers
reputations, resulting in a loss of confidence in our services and our Advisers services, which could adversely affect our business.
We are
dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.
Our business is dependent on our and third parties communications and information systems. Any failure or interruption of those systems, including as a
result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to
operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:
sudden electrical or telecommunications outages;
natural disasters such as earthquakes, tornadoes and hurricanes;
disease pandemics;
events arising from local or larger scale political or social matters, including terrorist acts; and
cyber-attacks.
These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our
ability to pay dividends to our stockholders.
Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and
any failure by us to comply with laws or regulations governing our operations may adversely affect our business.
We and our portfolio companies are
subject to regulation by laws at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations, or their interpretation, or
any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our business. For additional information regarding the regulations to which we are subject, see BusinessMaterial U.S. Federal
Income Tax Considerations and BusinessRegulation as a BDC .
We may experience fluctuations in our quarterly and
annual operating results.
We may experience fluctuations in our quarterly and annual operating results due to a number of factors, including, among
others, variations in our investment income, the interest rates payable on the debt securities we acquire, the default rates on such securities, variations in and the timing of the recognition of realized and unrealized gains or losses, the level of
our expenses, the degree to which we encounter competition in our markets, and general economic conditions, including the impacts of the COVID-19 pandemic. The majority of our portfolio companies are in
industries that are directly impacted by inflation, such as manufacturing and consumer goods and services. Our portfolio companies may not be able to pass on to customers increases in their costs of production which could greatly affect their
operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies operating results due to inflation could adversely impact the fair value of those investments. Any decreases
in the fair value of our investments could
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result in future realized and unrealized losses and therefore reduce our net assets resulting from operations. As a result of these factors, results for any period should not be relied upon as
being indicative of performance in future periods.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
We do not own any real estate or other physical properties material to our operations. The Adviser is the current leaseholder of all properties in which we
operate. We occupy these premises pursuant to the Advisory and Administration Agreements with the Adviser and Administrator, respectively.
ITEM 3.
LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
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PART II