Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
Management’s Report on Internal Control Over Financial Reporting
85
Report of Independent Registered Public Accounting Firm
86
Statements of Assets and Liabilities
89
Statements of Operations
90
Statements of Changes in Net Assets
91
Statements of Cash Flows
92
Schedules of Investments
93
Notes to Financial Statements
158
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Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of March 31, 2021. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2021 based upon criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that the Company’s internal control over financial reporting was effective as of March 31, 2021 based on the criteria on Internal Control — Integrated Framework issued by COSO.
The effectiveness of the Company’s internal control over financial reporting as of March 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Apollo Investment Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Apollo Investment Corporation (the “Company”) as of March 31, 2021 and 2020, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended March 31, 2021, including the related notes (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended March 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
We have also previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements of assets and liabilities, including the schedules of investments, as of March 31, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012, and the related statements of operations, changes in net assets and cash flows for the years ended March 31, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012 (none of which are presented herein), and we expressed unqualified opinions on those financial statements. In our opinion, the information set forth in the senior securities table of the Company for each of the ten years in the period ended March 31, 2021, appearing on pages 62-64, is fairly stated, in all material respects, in relation to the financial statements from which it has been derived.
Basis for Opinions
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021 and 2020 by correspondence with the custodian, administrative agents and portfolio companies. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Level 3 Investments
As described in Notes 2 and 5 to the financial statements, level 3 investments represent 100% of the $2,449 million of investments held as of March 31, 2021. Management values its level 3 investments through a multi-step valuation process. As a part of that multi-step valuation process, the Board of Directors and the Audit Committee of the Board of Directors review the valuation models and assumptions prepared by the investment professionals of the Company’s investment advisor and valuations prepared by independent third-party valuation firms. The Company’s level 3 investments are valued using market quotations when readily available, if and when market quotations are unavailable or deemed not representative of fair value, the level 3 investments are valued using a market approach, an income approach, or both approaches, as determined to be appropriate by management. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) discounted to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that management may take into account in fair value pricing investments include observable market inputs together with significant unobservable inputs, including relevant comparable company multiples, discount rates, residual values, commodity prices, expected volatility, recoverable amounts, recent transactions, sales proceeds, transaction prices and implied illiquidity discounts.
The principal considerations for our determination that performing procedures relating to the valuation of level 3 investments is a critical audit matter are the significant judgment by management to determine the fair value of these level 3 investments, which included significant unobservable inputs related to comparable company multiples, discount rates and residual values. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the audit evidence obtained related to the comparable company multiples, discount rates and residual values. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to the valuation of level 3 investments, including controls over the Company’s methods, data and significant unobservable inputs. These procedures also included, among others, testing the completeness, accuracy, reliability, and relevance of key data and calculations used in the models and the involvement of professionals with specialized skill and knowledge to assist in either (i) testing management’s process, which entails evaluating the appropriateness of the methodology applied by management and the reasonableness of significant unobservable inputs used in the methodology, specifically comparable company multiples, discount rates, and residual values for certain investments, as applicable; or (ii) developing an independent fair value range for the investments, and comparison of the fair value range to the fair value estimates prepared by management for certain investments.
/s/ PricewaterhouseCoopers LLP
New York, New York
May 20, 2021
We have served as the Company’s auditor since 2004.
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APOLLO INVESTMENT CORPORATION
STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share and per share data)
March 31, 2021 March 31, 2020
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost — $1,871,073 and $2,298,548, respectively) $ 1,844,627 $ 2,191,327
Non-controlled/affiliated investments (cost — $133,428 and $135,346, respectively) 50,874 60,241
Controlled investments (cost — $711,898 and $655,719, respectively) 553,650 533,865
Cash and cash equivalents 50,180 37,301
Foreign currencies (co st — $4,462 an d $6,369 , respectively)
4,444 6,375
Receivable for investments sold 1,351 978
Interest receivable 13,135 19,151
Dividends receivable 3,793 5,034
Deferred financing costs 21,528 16,054
Prepaid expenses and other assets 907 732
Total Assets $ 2,544,489 $ 2,871,058
Liabilities
Debt $ 1,465,371 $ 1,794,617
Payable for investments purchased — —
Distributions payable 23,493 29,367
Management and performance-based incentive fees payable 8,666 10,289
Interest payable 2,096 2,887
Accrued administrative services expense 794 2,796
Other liabilities and accrued expenses 7,739 6,787
Total Liabilities $ 1,508,159 $ 1,846,743
Commitments and contingencies (Note 10)
Net Assets $ 1,036,330 $ 1,024,315
Net Assets
Common stock, $0.001 par value (130,000,000 shares authorized ; 65,259,176 and 65,259,176 shares issued and outstanding, respectively)
$ 65 $ 65
Capital in excess of par value 2,099,876 2,099,876
Accumulated under-distributed (over-distributed) earnings (1,063,611) (1,075,626)
Net Assets $ 1,036,330 $ 1,024,315
Net Asset Value Per Share $ 15.88 $ 15.70
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year Ended March 31,
2021 2020 2019
Investment Income
Non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind (“PIK”) interest income) $ 178,277 $ 201,908 $ 164,186
Dividend income 753 331 4
PIK interest income 5,447 7,208 3,365
Other income 2,472 7,609 8,135
Non-controlled/affiliated investments:
Interest income (excluding PIK interest income) 118 484 —
Dividend income 1,308 1,286 1,198
PIK interest income 15 515 —
Other income — — —
Controlled investments:
Interest income (excluding PIK interest income) 25,624 47,212 58,868
Dividend income 1,691 7,150 14,100
PIK interest income 1,044 3,213 5,220
Other income — — —
Total Investment Income $ 216,749 $ 276,916 $ 255,076
Expenses
Management fees $ 36,434 $ 40,360 $ 35,733
Performance-based incentive fees — 1,983 21,190
Interest and other debt expenses 55,416 73,398 58,319
Administrative services expense 4,765 6,335 6,772
Other general and administrative expenses 10,495 9,999 11,378
Total expenses 107,110 132,075 133,392
Management and performance-based incentive fees waived — — (5,542)
Management fee offset rebate (25) — —
Expense reimbursements (362) (433) (523)
Net Expenses $ 106,723 $ 131,642 $ 127,327
Net Investment Income $ 110,026 $ 145,274 $ 127,749
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments $ (13,113) $ (6,028) $ (22,109)
Non-controlled/affiliated investments (4,285) (731) 2,007
Controlled investments — — —
Option contracts — — (29,995)
Foreign currency transactions (4,108) 4,816 64
Extinguishment of debt — (4,375) —
Net realized gains (losses) (21,506) (6,318) (50,033)
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments 69,431 (80,303) (5,454)
Non-controlled/affiliated investments 3,894 (57,714) (12,403)
Controlled investments (36,393) (116,183) (11,571)
Option contracts — — 19,145
Foreign currency translations (13,591) (820) 4,513
Net change in unrealized gains (losses) 23,341 (255,020) (5,770)
Net Realized and Change in Unrealized Gains (Losses) $ 1,835 $ (261,338) $ (55,803)
Net Increase (Decrease) in Net Assets Resulting from Operations $ 111,861 $ (116,064) $ 71,946
Earnings (Loss) Per Share — Basic $ 1.71 $ (1.73) $ 1.02
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
(In thousands, except share data)
Year Ended March 31,
2021 2020 2019
Operations
Net investment income $ 110,026 $ 145,274 $ 127,749
Net realized gains (losses) (21,506) (6,318) (50,033)
Net change in unrealized gains (losses) 23,341 (255,020) (5,770)
Net Increase (Decrease) in Net Assets Resulting from Operations $ 111,861 $ (116,064) $ 71,946
Distributions to Stockholders
Distribution of net investment income $ (99,846) $ (120,107) $ (112,042)
Distribution of return of capital — — (14,533)
Net Increase (Decrease) in Net Assets Resulting from Distributions to Stockholders $ (99,846) $ (120,107) $ (126,575)
Capital Share Transactions
Repurchase of common stock $ — $ (52,141) $ (50,830)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions $ — $ (52,141) $ (50,830)
Net Assets
Net increase (decrease) in net assets during the period $ 12,015 $ (288,312) $ (105,459)
Net assets at beginning of period 1,024,315 1,312,627 1,418,086
Net Assets at End of Period $ 1,036,330 $ 1,024,315 $ 1,312,627
Capital Share Activity
Shares repurchased during the period — (3,617,810) (3,227,046)
Shares issued and outstanding at beginning of period 65,259,176 68,876,986 72,104,032
Shares Issued and Outstanding at End of Period 65,259,176 65,259,176 68,876,986
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended March 31,
2021 2020 2019
Operating Activities
Net increase (decrease) in net assets resulting from operations $ 111,861 $ (116,064) $ 71,946
Net realized (gains) losses 21,506 6,318 50,033
Net change in unrealized (gains) losses (23,341) 255,020 5,770
Net amortization of premiums and accretion of discounts on investments (11,174) (9,458) (6,430)
Accretion of discount on notes 593 595 593
Amortization of deferred financing costs 5,074 5,015 4,842
Increase in gains/(losses) from foreign currency transactions (4,071) 4,816 64
PIK interest and dividends capitalized (6,774) (20,083) (6,412)
Changes in operating assets and liabilities:
Purchases of investments (617,096) (1,866,949) (1,319,211)
Proceeds from sales and repayments of investments 990,451 1,256,910 1,083,139
Purchases of option contracts — — —
Proceeds from option contracts — — —
Net settlement of option contracts — — (9,002)
Decrease (increase) in interest receivable 6,040 5,110 (2,012)
Decrease (increase) in dividends receivable 1,241 (1,286) (1,198)
Decrease (increase) in prepaid expenses and other assets (175) (396) 83
Increase (decrease) in management and performance-based incentive fees payable (1,623) 1,409 (7,705)
Increase (decrease) in interest payable (791) (2,931) 508
Increase (decrease) in accrued administrative services expense (2,002) (187) 476
Increase (decrease) in other liabilities and accrued expenses 952 (299) 1,884
Net Cash Used in/Provided by Operating Activities $ 470,671 $ (482,460) $ (132,632)
Financing Activities
Issuances of debt $ 185,481 $ 1,450,431 $ 973,250
Payments of debt (529,290) (790,778) (631,000)
Financing costs paid and deferred (10,171) (844) (9,908)
Repurchase of common stock — (52,141) (50,830)
Distributions paid (105,720) (121,781) (127,980)
Net Cash Used in/Provided Financing Activities $ (459,700) $ 484,887 $ 153,532
Cash, Cash Equivalents, Foreign Currencies and Collateral on Option Contracts
Net increase (decrease) in cash, cash equivalents, foreign currencies and collateral on option contracts during the period $ 10,971 $ 2,427 $ 20,900
Effect of foreign exchange rate changes on cash and cash equivalents (23) 60 (60)
Cash, cash equivalents, foreign currencies and collateral on option contracts at beginning of period 43,676 41,189 20,349
Cash, Cash Equivalents, Foreign Currencies and Collateral on Option Contracts at the End of Period $ 54,624 $ 43,676 $ 41,189
Supplemental Disclosure of Cash Flow Information
Cash interest paid $ 50,478 $ 70,748 $ 52,436
Non-Cash Activity
PIK income $ 6,506 $ 10,936 $ 8,585
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Advertising, Printing & Publishing
FingerPaint Marketing
KL Charlie Acquisition Company First Lien Secured Debt 7.25% (3M L+625, 1.00% Floor) 12/30/26 $ 18,653 $ 18,292 $ 18,467 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/30/26 2,190 (29) (22) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/30/26 4,380 (29) (44) (8)(9)
(21)(23)
KL Charlie Co-Invest, L.P. Common Equity - Common Stock N/A N/A 218,978 Shares 219 239 (9)(13)
(25)
18,453 18,640
Simplifi Holdings, Inc.
Simplifi Holdings, Inc. First Lien Secured Debt 7.25% (6M L+625, 1.00% Floor) 08/02/25 38,440 37,919 37,867 (9)
First Lien Secured Debt - Revolver 8.50% (P+525) 08/02/25 1,440 1,440 1,418 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/02/25 960 (40) (14) (8)(9)
(21)(23)
39,319 39,271
Total Advertising, Printing & Publishing $ 57,772 $ 57,911
Aerospace & Defense
Erickson Inc
Erickson Inc First Lien Secured Debt - Revolver 9.00% (3M L+750, 1.50% Floor) 04/28/22 $ 30,469 $ 30,469 $ 30,012 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/28/22 4,091 (101) (61) (8)(9)
(21)(23)
First Lien Secured Debt - Letters of Credit 7.50% 04/23/21 - 11/23/22 1,440 — (21) (8)(9)
(23)
Total Aerospace & Defense $ 30,368 $ 29,930
Automotive
Crowne Automotive
Vari-Form Group, LLC First Lien Secured Debt 11.00% (7.00% Cash plus 4.00% PIK) 02/02/23 $ 5,860 $ 901 $ 293 (9)(14)
Vari-Form Inc. First Lien Secured Debt 11.00% (7.00% Cash plus 4.00% PIK) 02/02/23 2,110 391 105 (9)(14)
1,292 398
K&N Parent, Inc.
K&N Parent, Inc. Second Lien Secured Debt 9.75% (3M L+875, 1.00% Floor) 10/21/24 23,765 23,549 21,982
Truck-Lite Co., LLC
TL Lighting Holdings, LLC Common Equity - Equity N/A N/A 350 Shares 350 345 (9)(13)
Truck-Lite Co., LLC First Lien Secured Debt 7.25% (3M L+625, 1.00% Floor) 12/14/26 28,585 28,029 28,088 (9)
First Lien Secured Debt - Revolver 7.25% (3M L+625, 1.00% Floor) 12/13/24 1,526 1,526 1,508 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/13/24 1,432 (53) (17) (8)(9) (21)(23)
First Lien Secured Debt - Letters of Credit 6.25% 11/30/21 - 12/21/21 94 — (1) (8)(9) (23)
29,852 29,923
Total Automotive $ 54,693 $ 52,303
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5) First Lien Secured Debt - Revolver 10.00% 10/31/23 $ 190,500 $ 190,500 $ 190,500 (23)
First Lien Secured Debt - Letter of Credit 2.25% 07/13/21 177 — — (23)
Common Equity - Membership Interests N/A N/A N/A 120,300 125,061 (25)
310,800 315,561
Primeflight
PrimeFlight Aviation Services, Inc. First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 05/09/24 17,478 17,229 17,088 (9)
Total Aviation and Consumer Transport $ 328,029 $ 332,649
Beverage, Food & Tobacco
Bolthouse Farms
Wm. Bolthouse Farms, Inc. Common Equity - Common Stock N/A N/A 1,000,000 Shares $ 1,001 $ 1,070 (13)
Eagle Foods
Eagle Foods Family Group, LLC First Lien Secured Debt 7.50% (3M L+650, 1.00% Floor) 06/14/24 23,458 23,317 23,224 (9)
First Lien Secured Debt - Revolver 7.50% (3M L+650, 1.00% Floor) 06/14/23 750 750 742 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/14/23 3,000 (19) (30) (8)(9)
(21)(23)
24,048 23,936
Florida Food Products, Inc.
Florida Food Products, Inc. First Lien Secured Debt 7.50% (3M L+650, 1.00% Floor) 09/08/25 22,705 22,345 22,592 (9)
First Lien Secured Debt 8.25% (3M L+725, 1.00% Floor) 09/08/25 2,977 2,795 2,977 (9)
Florida Food Products, LLC First Lien Secured Debt - Revolver 7.50% (3M L+650, 1.00% Floor) 09/06/23 479 479 477 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/06/23 1,233 (21) (6) (8)(9)
(21)(23)
25,598 26,040
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P. Common Equity - Membership Interests N/A N/A 1,000,000 Shares 1,005 1,275 (13)
TNT Crust LLC
TNT Crust LLC First Lien Secured Debt 7.75% (3M L+675, 1.00% Floor) 11/06/23 20,473 20,223 20,166 (9)
First Lien Secured Debt - Revolver 7.75% (3M L+675, 1.00% Floor) 11/06/23 325 325 320 (9)(23)
First Lien Secured Debt - Revolver 7.75% (1M L+675, 1.00% Floor) 11/06/23 813 813 801 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/06/23 2,114 (36) (32) (8)(9)
(21)(23)
Common Equity - Series A Units N/A N/A 244 Shares 30 276 (9)(13)
21,355 21,531
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Turkey Hill
IC Holdings LLC Common Equity - Series A Units N/A N/A 169 Shares 169 351 (9)(13)
THLP CO. LLC First Lien Secured Debt 7.00% (12M L+600, 1.00% Floor) 05/30/25 2,787 2,763 2,759 (9)
First Lien Secured Debt 8.25% (P+500) 05/30/25 1 1 1 (9)
First Lien Secured Debt 7.00% (2M L+600, 1.00% Floor) 05/30/25 19,562 19,290 19,366 (9)
First Lien Secured Debt - Revolver 8.25% (P+500) 05/31/24 2,360 2,360 2,336 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/31/24 2,135 (57) (21) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 05/30/25 2,809 (39) (28) (8)(9)
(21)(23)
24,487 24,764
Total Beverage, Food & Tobacco $ 97,494 $ 98,616
Business Services
Access Information
Access CIG, LLC Second Lien Secured Debt 7.87% (1M L+775) 02/27/26 $ 15,900 $ 15,807 $ 15,709
Ambrosia Buyer Corp.
Ambrosia Buyer Corp. Second Lien Secured Debt 9.00% 08/28/25 21,429 20,536 12,795 (14)
AML Rightsource
Gabriel Partners, LLC First Lien Secured Debt 7.25% (6M L+625, 1.00% Floor) 09/21/26 10,176 9,945 9,971 (9)
First Lien Secured Debt - Revolver 7.25% (6M L+625, 1.00% Floor) 09/21/26 443 443 435 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/21/26 222 (15) (4) (8)(9)
(21)(23)
10,373 10,402
Claritas
Claritas, LLC First Lien Secured Debt 7.00% (3M L+600, 1.00% Floor) 12/21/23 3,746 3,724 3,708 (9)
First Lien Secured Debt - Revolver 7.00% (3M L+600, 1.00% Floor) 12/21/23 129 129 128 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/21/23 902 (6) (9) (8)(9)
(21)(23)
3,847 3,827
Continuum
Continuum Global Solutions, LLC First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 02/15/22 5,317 5,317 5,224 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/15/22 14,683 (142) (257) (8)(9)
(21)(23)
Preferred Equity - Preferred Equity N/A N/A 775 Shares 78 78 (9)(13)
5,253 5,045
Education Personnel
Arthur Bidco Limited First Lien Secured Debt 6.00% (1M GBPL+550, 0.50% Floor) 08/31/24 £ 4,035 5,162 5,309 (9)(17)
First Lien Secured Debt - Revolver 6.00% (1M GBPL+550, 0.50% Floor) 08/31/24 £ 1,471 1,881 1,933 (9)(17)
(23)
7,043 7,242
Electro Rent Corporation
Electro Rent Corporation Second Lien Secured Debt 10.00% (3M L+900, 1.00% Floor) 01/31/25 34,235 33,672 33,722 (9)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Elo Touch
TGG TS Acquisition Company First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/14/23 1,750 — (33) (8)(21)
(23)
Ensemble Health
EHL Merger Sub, LLC First Lien Secured Debt - Unfunded Revolver 0.25% Unfunded 08/01/24 4,155 (254) (140) (8)(21)
(23)
Jacent
Jacent Strategic Merchandising First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 04/23/24 22,352 22,146 21,896 (9)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 04/23/24 2,567 2,567 2,514 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/23/24 933 (32) (19) (8)(9)
(21)(23)
Common Equity - Common Stock N/A N/A 5,000 Shares 500 313 (9)(13)
JSM Equity Investors, L.P. Preferred Equity - Class P Partnership Units N/A N/A 114 Shares 11 11 (9)(13)
(25)
25,192 24,715
Jones & Frank
JF Acquisition, LLC First Lien Secured Debt 6.50% (12M L+550, 1.00% Floor) 07/31/24 13,139 12,963 12,965 (9)
First Lien Secured Debt 6.50% (3M L+550, 1.00% Floor) 07/31/24 169 167 167 (9)
First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 07/31/24 628 628 619 (9)(23)
First Lien Secured Debt - Revolver 6.50% (12M L+550, 1.00% Floor) 07/31/24 628 628 619 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 07/31/24 314 (21) (4) (8)(9)
(21)(23)
14,365 14,366
MAKS
Trident Bidco Limited First Lien Secured Debt 6.50% (6M L+550, 1.00% Floor) 11/08/25 34,562 33,765 34,013 (9)(17)
McLarens
Margaux Acquisition Inc. First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 12/19/24 23,054 22,766 22,876 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/19/24 1,601 (20) (12) (8)(9)
(21)(23)
Margaux UK Finance Limited First Lien Secured Debt 6.75% (3M GBPL+575, 1.00% Floor) 12/19/24 £ 7,183 8,965 9,835 (9)(17)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/19/24 £ 541 (8) (6) (8)(9)
(17)(21)(23)
31,703 32,693
Naviga
Naviga Inc. (fka Newscycle Solutions, Inc.) First Lien Secured Debt 8.00% (3M L+700, 1.00% Floor) 12/29/22 11,024 10,910 10,914 (9)
First Lien Secured Debt - Revolver 8.00% (1M L+700, 1.00% Floor) 12/29/22 240 240 238 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/29/22 260 (4) (3) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/29/22 1,282 (15) (13) (8)(9)
(21)(23)
11,131 11,136
PSI Services, LLC
Lifelong Learner Holdings, LLC First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 10/19/26 32,536 32,005 31,420 (9)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 10/20/25 1,039 1,039 1,009 (9)(23)
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/20/25 1,946 (45) (57) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 10/19/26 2,388 (19) (82) (8)(9)
(21)(23)
32,980 32,290
RA Outdoors, LLC (Active Outdoors)
RA Outdoors, LLC First Lien Secured Debt 5.75% (6M L+475, 1.00% Floor) 09/11/24 6,525 6,461 6,460 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/09/22 1,200 (7) — (9)(21)
(23)
Second Lien Secured Debt 9.75% (6M L+875, 1.00% Floor) 09/11/25 31,950 31,504 31,311 (9)
37,958 37,771
Soliant
Soliant Health, Inc. Common Equity - Membership Interests N/A N/A 300 Shares 300 374 (9)(13)
Soliant Holdings, LLC First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 12/31/26 16,274 16,007 16,274 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/24 1,936 (29) — (9)(21) (23)
16,278 16,648
Transplace Holdings, Inc.
Transplace Holdings, Inc. Second Lien Secured Debt 9.75% (3M L+875, 1.00% Floor) 10/06/25 8,599 8,476 8,513
US Legal Support
US Legal Support Investment Holdings, LLC Common Equity - Series A-1 Units N/A N/A 631,972 Shares 632 474 (9)(13)
USLS Acquisition, Inc. First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 12/02/24 24,250 23,948 22,785 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/02/24 1,508 (20) (93) (8)(9)
(21)(23)
First Lien Secured Debt - Letters of Credit 5.75% 05/23/21 - 12/31/21 100 — (6) (8)(9)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 12/02/24 670 (7) (24) (8)(9)
(21)(23)
24,553 23,136
Total Business Services $ 332,678 $ 323,850
Chemicals, Plastics & Rubber
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)
Carbonfree Chemicals Holdings LLC (4) Common Equity - Common Equity / Interest N/A N/A 2,288 Shares $ 45,391 $ 25,424 (13)(16)
(25)
Carbonfree Chemicals SA LLC (4) Common Equity - Class B Units N/A N/A 3,152 Shares 32,434 — (3)(13)
(16)(25)
77,825 25,424
Niacet Corporation
Hare Bidco, Inc. Second Lien Secured Debt 9.75% (1M E+875, 1.00% Floor) 08/01/24 € 11,351 12,165 13,307
Westfall Technik, Inc.
Westfall Technik, Inc. First Lien Secured Debt 7.25% (1M L+625, 1.00% Floor) 09/13/24 15,777 15,588 15,355 (9)
First Lien Secured Debt - Revolver 7.25% (1M L+625, 1.00% Floor) 09/13/24 1,750 1,750 1,702 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/13/24 269 (23) (7) (8)(9)
(21)(23)
17,315 17,050
Total Chemicals, Plastics & Rubber $ 107,305 $ 55,781
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Construction & Building
Englert
Gutter Buyer, Inc. First Lien Secured Debt 7.25% (1M L+625, 1.00% Floor) 03/06/25 $ 28,629 $ 28,267 $ 28,022 (9)
First Lien Secured Debt - Revolver 8.50% (P+525) 03/06/24 409 409 401 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/06/24 2,279 (40) (43) (8)(9)
(21)(23)
First Lien Secured Debt - Letter of Credit 6.25% 07/01/21 39 — (1) (8)(9)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 03/06/25 55 (33) (1) (8)(9)
(21)(23)
Gutter Holdings, LP Common Equity - Common Stock N/A N/A 500 Shares 500 1,128 (9)(13)
Total Construction & Building $ 29,103 $ 29,506
Consumer Goods – Durable
A&V
A&V Holdings Midco, LLC First Lien Secured Debt 6.38% (3M L+538, 1.00% Floor) 03/10/27 $ 10,854 $ 10,514 $ 10,550
First Lien Secured Debt - Unfunded Revolver 0.375% Unfunded 03/10/25 1,505 (107) (89) (8)(21)
(23)
10,407 10,461
KDC
KDC US Holdings First Lien Secured Debt - Revolver 3.11% (1M L+300) 12/21/23 2,696 2,696 2,635 (23)
First Lien Secured Debt - Unfunded Revolver 0.38% Unfunded 12/21/23 3,270 — (74) (8)(21)
(23)
First Lien Secured Debt - Letter of Credit 3.00% 11/06/21 - 03/16/22 50 — (1) (8)(23)
First Lien Secured Debt - Letters of Credit 3.00% 02/05/22 £ 4 — — (23)
2,696 2,560
KLO Holdings, LLC
1244311 B.C. Ltd. (4) First Lien Secured Debt 6.00% (1M L+500, 1.00% Floor) 09/25/25 2,993 2,993 2,857 (17)
First Lien Secured Debt 6.00% (3M L+500 PIK, 1.00% Floor) 09/25/25 1,016 1,016 965 (17)
Common Equity - Common Stock N/A N/A 1,000,032 Shares 1,000 1,719 (2)(13)
(17)(25)
9357-5991 Quebec Inc. (4) First Lien Secured Debt 11.25% (3M L+775 Cash plus 2.00% PIK) 04/07/22 3,945 — — (14)
5,009 5,541
Liqui-Box
Liqui-Box Holdings, Inc. First Lien Secured Debt - Revolver 5.50% (3M L+450, 1.00% Floor) 02/26/25 1,661 1,661 1,660 (23)
First Lien Secured Debt - Revolver 6.75% (P+350) 02/26/25 190 190 190 (23)
First Lien Secured Debt - Revolver 5.50% (1M L+450, 1.00% Floor)
02/26/25 475 475 474 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/26/25 1,161 (28) (1) (8)(21)
(23)
First Lien Secured Debt - Letter of Credit 4.50% 06/30/21 € 42 — — (23)
First Lien Secured Debt - Letters of Credit 4.50% 09/27/21 - 12/31/24 32 — — (23)
2,298 2,323
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
NSi Industries
Wildcat BuyerCo, Inc. First Lien Secured Debt 6.25% (3M L+525, 1.00% Floor) 02/27/26 7,174 6,878 7,074
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/27/26 717 (13) (10) (8)(21)
(23)
First Lien Secured Debt - Letter of Credit 5.25% 08/30/21 8 — — (23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 02/27/26 2,029 (29) (28) (8)(21)
(23)
Wildcat Parent LP Common Equity - Common Stock N/A N/A 1,070 Shares 107 141 (13)
6,943 7,177
Sorenson Holdings, LLC
Sorenson Holdings, LLC Common Equity - Membership Interests N/A N/A 587 Shares — 484 (10)(13)
Total Consumer Goods – Durable $ 27,353 $ 28,546
Consumer Goods – Non-durable
3D Protein
Protein For Pets Opco, LLC First Lien Secured Debt 5.50% (3M L+450, 1.00% Floor) 11/28/25 $ 11,487 $ 11,322 $ 11,429 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/31/24 2,219 (37) (11) (8)(9)
(21)(23)
11,285 11,418
Beauty Industry Group (BIG)
BIG Buyer, LLC First Lien Secured Debt 7.50% (6M L+650, 1.00% Floor) 11/20/23 19,428 19,121 19,247 (9)
First Lien Secured Debt - Revolver 7.50% (1M L+650, 1.00% Floor) 11/20/23 722 722 708 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/20/23 1,083 (29) (22) (8)(9)
(21)(23)
19,814 19,933
Dan Dee
Project Comfort Buyer, Inc. First Lien Secured Debt 8.00% (3M L+700, 1.00% Floor) 02/01/25 22,435 22,003 21,457 (9)
First Lien Secured Debt 8.00% (12M L+700, 1.00% Floor) 02/01/25 3,848 3,789 3,680 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/01/24 3,462 (59) (161) (8)(9)
(21)(23)
Preferred Equity - Preferred Equity N/A N/A 461,538 Shares 462 212 (9)(13)
26,195 25,188
LashCo
Lash OpCo, LLC First Lien Secured Debt 9.25% (P+600) 03/18/26 10,223 9,988 9,943 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/18/25 697 (16) (19) (8)(9)
(21)(23)
9,972 9,924
Olaplex
Olaplex, Inc. First Lien Secured Debt 7.50% (1M L+650, 1.00% Floor) 01/08/26 12,300 12,104 12,210 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/08/25 2,300 (35) (19) (8)(9)
(21)(23)
12,069 12,191
Sequential Brands Group, Inc.
Sequential Brands Group, Inc. Second Lien Secured Debt 9.75% (1M L+875, 1.00% Floor) 02/07/24 12,837 12,777 10,536 (17)
Total Consumer Goods – Non-durable $ 92,112 $ 89,190
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Consumer Services
Clarus Commerce
Marlin DTC-LS Midco 2, LLC First Lien Secured Debt 7.50% (6M L+650, 1.00% Floor) 07/01/25 $ 19,127 $ 18,817 $ 18,744
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 07/01/25 685 (8) (14) (8)(21)
(23)
18,809 18,730
First Heritage
First Heritage Credit, LLC First Lien Secured Debt 4.87% (1M L+475) 04/02/22 18,000 17,945 17,883 (9)
First Lien Secured Debt - Revolver 5.62% (1M L+550) 04/02/22 747 747 743 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/02/22 3,003 (13) (18) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 04/02/22 8,250 (33) (54) (8)(9)
(21)(23)
18,646 18,554
Go Car Wash
Go Car Wash Management Corp. First Lien Secured Debt 6.75% (1M L+575, 1.00% Floor) 12/31/26 1,838 1,808 1,796 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/26 417 (5) (9) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 12/31/26 2,742 (17) (62) (8)(9)
(21)(23)
1,786 1,725
Lending Point
LendingPoint LLC First Lien Secured Debt 11.50% (3M L+1050, 1.00% Floor) 12/30/25 11,375 11,267 11,253 (9)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 12/30/25 1,000 991 989 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/30/25 6,125 (58) (66) (8)(9)
(21)(23)
12,200 12,176
Nutrisystem
Nutrisystem, Inc. First Lien Secured Debt 7.50% (1M L+650, 1.00% Floor) 12/08/25 8,800 8,634 8,663
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/08/25 200 (4) (3) (8)(21)
(23)
8,630 8,660
Only About Children
Nemo (BC) Bidco Pty Ltd First Lien Secured Debt 7.75% (1M BBSW+675, 1.00% Floor) 04/06/24 A$ 6,768 4,938 4,949 (17)
First Lien Secured Debt - Unfunded Delayed Draw 3.04% Unfunded 04/06/24 A$ 232 (6) (7) (8)(17)
(21)(23)
4,932 4,942
Paper Source
Paper Source, Inc. First Lien Secured Debt 8.00% (3M L+700, 1.00% Floor) 05/22/24 11,322 11,179 8,831 (9)
First Lien Secured Debt 11.00% (1M L+1000, 1.00% Floor) 06/30/21 1,691 1,691 1,691 (9)
First Lien Secured Debt 13.00% (3M L+1200, 1.00% Floor) 02/26/21 556 556 434 (9)(11)
First Lien Secured Debt - Revolver 8.00% (3M L+700, 1.00% Floor) 05/22/24 3,082 3,044 2,404 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 06/30/21 1,597 (75) — (9)(21) (23)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Preferred Equity - Preferred Equity N/A N/A 658 Shares — — (9)(13) (25)
Common Equity - Class A Common Stock N/A N/A 20,548 Shares — — (9)(13) (25)
16,395 13,360
Pinstripe Holdings, LLC
Pinstripe Holdings, LLC First Lien Secured Debt 7.00% (1M L+600, 1.00% Floor) 01/17/25 6,860 6,773 6,798
The Club Company
Eldrickco Limited First Lien Secured Debt 6.75% (6M GBPL+625 PIK, 0.50% Floor) 11/21/25 £ 10,976 13,797 14,336 (9)(17)
First Lien Secured Debt - Revolver 6.75% (6M GBPL+625 PIK, 0.50% Floor) 05/21/25 £ 356 410 464 (9)(17)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.93% Unfunded 11/21/25 £ 3,934 (85) (253) (8)(9)
(17)(21)(23)
14,122 14,547
US Auto
U.S. Auto Finance, Inc. First Lien Secured Debt 6.25% (3M L+525, 1.00% Floor) 04/17/24 11,842 11,875 11,810 (9)
First Lien Secured Debt - Revolver 7.00% (3M L+600, 1.00% Floor) 04/17/24 6,734 6,734 6,715 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/17/24 6,600 (36) (18) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 04/17/24 8,222 (21) — (9)(21)
(23)
18,552 18,507
Total Consumer Services $ 120,845 $ 117,999
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/11/24 $ 2,273 $ (33) $ (27) (8)(9)
(21)(23)
Peer Advisors, LLC First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 06/11/24 19,034 18,759 18,809 (9)
18,726 18,782
Exeter Property Group, LLC
Exeter Property Group, LLC First Lien Secured Debt 4.62% (1M L+450) 08/28/24 4,550 4,508 4,550 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/28/24 192 (2) — (9)(21)
(23)
4,506 4,550
Flock Financial, LLC
Flock SPV I, LLC First Lien Secured Debt 7.50% (1M L+650, 1.00% Floor) 08/30/22 14,533 14,505 14,388 (9)(17)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/30/22 1,333 (5) (13) (8)(9)
(17)(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 08/30/22 4,133 (38) (41) (8)(9)
(17)(21)(23)
14,462 14,334
Golden Bear
Golden Bear 2016-R, LLC (4) Structured Products and Other - Membership Interests 09/20/42 N/A 16,812 11,289 (3)(17)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Purchasing Power, LLC
Purchasing Power Funding I, LLC First Lien Secured Debt - Revolver 7.50% (1M L+650, 1.00% Floor) 01/24/24 8,383 8,384 8,334 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.40% Unfunded 01/24/24 729 — (4) (8)(9)
(21)(23)
8,384 8,330
Ten-X, LLC
Ten-X, LLC First Lien Secured Debt - Revolver 3.36% (1M L+325) 09/29/22 4,680 4,554 4,485 (23)
Total Diversified Investment Vehicles, Banking, Finance, Real Estate $ 67,444 $ 61,770
Education
NFA Group
SSCP Spring Bidco Limited First Lien Secured Debt 6.75% (6M GPBL+625, 0.50% Floor) 07/30/25 £ 30,000 $ 36,161 $ 41,159 (9)(17)
Total Education $ 36,161 $ 41,159
Energy – Electricity
Renew Financial LLC (f/k/a Renewable Funding, LLC)
AIC SPV Holdings II, LLC (4) Preferred Equity - Preferred Stock N/A N/A 143 Shares $ 534 $ 498 (15)(17)
(25)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4) Preferred Equity - Series B Preferred Stock N/A N/A 1,505,868 Shares 8,343 42 (13)(25)
Preferred Equity - Series D Preferred Stock N/A N/A 436,689 Shares 5,568 28 (13)(25)
Preferred Equity - Series E Preferred Stock N/A N/A 441,576 Shares 1,902 5,106 (13)(17)
(25)
Renew JV LLC (4) Common Equity - Membership Interests N/A N/A 671,194 Shares 671 776 (13)(17)
(25)
17,018 6,450
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited First Lien Secured Debt 4.00% 03/08/23 £ 5,562 7,637 2,534 (14)(17)
Preferred Equity - Preferred Stock N/A N/A 4,286 Shares 5,623 — (2)(13)
(17)
Common Equity - Ordinary Shares N/A N/A 2,825 Shares 4 — (2)(13)
(17)
13,264 2,534
Total Energy – Electricity $ 30,282 $ 8,984
Energy – Oil & Gas
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.) (5) Second Lien Secured Debt 10.00% PIK 03/29/21 $ 41,121 $ 36,926 $ 8,111 (11)(14)
Common Equity - Common Stock N/A N/A 5,000,000 Shares 30,078 — (13)(25)
67,004 8,111
Pelican
Pelican Energy, LLC (4) Common Equity - Membership Interests N/A N/A 1,444 Shares 16,764 2,170 (13)(16)
(17)(25)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Spotted Hawk
SHD Oil & Gas, LLC (5) First Lien Secured Debt - Tranche A Note 14.00% (8.00% Cash plus 6.00%
PIK) 07/31/21 47,511 44,059 9,899 (14)
First Lien Secured Debt - Tranche B Note 14.00% PIK 07/31/21 89,434 44,380 — (14)
First Lien Secured Debt - Tranche C Note 12.00% 07/31/21 24,728 24,728 25,470
Common Equity - Series A Units N/A N/A 7,600,000 Shares 1,411 — (13)(16)
(25)
114,578 35,369
Total Energy – Oil & Gas $ 198,346 $ 45,650
Environmental Industries
Ortega National Parks
Ortega National Parks, LLC First Lien Secured Debt 6.25% (6M L+525, 1.00% Floor) 10/31/25 $ 11,603 $ 11,429 $ 11,132 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/31/25 1,366 (31) (55) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 10/31/25 6,202 (51) (252) (8)(9)
(21)(23)
Total Environmental Industries $ 11,347 $ 10,825
Healthcare & Pharmaceuticals
Akoya
Akoya Biosciences, Inc. First Lien Secured Debt 7.85% (1M L+635, 1.50% Floor) 10/27/25 $ 9,750 $ 9,746 $ 9,735 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 10/27/25 1,500 (7) (2) (8)(9)
(21)(23)
9,739 9,733
AmeriVet
Amerivet Partners Management, Inc. First Lien Secured Debt 6.25% (3M L+525, 1.00% Floor) 06/05/24 1,517 1,500 1,514 (9)
First Lien Secured Debt 6.25% (6M L+525, 1.00% Floor) 06/05/24 26,883 26,509 26,827 (9)
First Lien Secured Debt 6.25% (2M L+525, 1.00% Floor) 06/05/24 912 901 911 (9)
First Lien Secured Debt - Revolver 7.50% (P+425) 06/05/24 524 524 523 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/05/24 282 (11) (1) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 06/05/24 4,519 (72) (9) (8)(9)
(21)(23)
Amerivet Partners Parent LP Common Equity - Class D Partnership Units N/A N/A 13 Shares 125 192 (9)(13)
29,476 29,957
Analogic
Analogic Corporation First Lien Secured Debt 6.25% (1M L+525, 1.00% Floor) 06/22/24 18,033 17,789 17,762 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/22/23 1,826 (20) (27) (8)(9)
(21)(23)
17,769 17,735
BioClinica Holding I, LP
BioClinica Holding I, LP Second Lien Secured Debt 9.25% (1M L+825, 1.00% Floor) 10/21/24 24,612 24,359 24,501
BK Medical
BK Medical Holding Company, Inc. First Lien Secured Debt 6.25% (1M L+525, 1.00% Floor) 06/22/24 7,231 7,179 7,187 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/22/24 783 (5) (2) (8)(9)
(21)(23)
7,174 7,185
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
CARE Fertility
Royton Bidco Limited First Lien Secured Debt 6.75% (6M GBPL+625, 0.50% Floor) 05/09/25 £ 15,510 19,796 21,093 (9)(17)
First Lien Secured Debt 6.75% (1M GBPL+625, 0.50% Floor) 05/09/25 £ 2,147 2,701 2,920 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 2.19% Unfunded 05/09/25 £ 2,265 (59) (45) (8)(9)
(17)(21)(23)
22,438 23,968
Cerus
Cerus Corporation First Lien Secured Debt 7.25% (1M L+545, 1.80% Floor) 03/01/24 16,500 16,452 16,830 (9)(17)
First Lien Secured Debt - Revolver 5.55% (1M L+375, 1.80% Floor) 03/01/24 125 125 127 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/01/24 875 (1) — (9)(17)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 03/01/24 4,500 (13) — (9)(17)
(21)(23)
16,563 16,957
Dohmen Life Science Services
LSCS Holdings, Inc Second Lien Secured Debt 8.51% (6M L+825) 03/16/26 19,818 19,530 19,285
Emmes Corporation
Emmes Blocker, Inc. Common Equity - Common Stock N/A N/A 306 Shares 306 475 (9)(13)
The Emmes Company, LLC First Lien Secured Debt 6.00% (6M L+500, 1.00% Floor) 03/03/25 12,000 11,882 11,760 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/03/25 2,449 (24) (49) (8)(9)
(21)(23)
12,164 12,186
Genesis Healthcare, Inc.
Genesis Healthcare, Inc. First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/08/23 85,870 (305) (1,511) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 2.00% Unfunded 03/06/23 6,087 — (91) (8)(9)
(21)(23)
(305) (1,602)
Gossamer
GB001, Inc. First Lien Secured Debt 9.00% (1M L+700, 2.00% Floor) 01/01/25 6,000 5,995 6,120 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 01/01/25 24,000 (156) — (9)(17)
(21)(23)
5,839 6,120
Health & Safety Institute
HSI Halo Acquisition, Inc. First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 08/31/26 8,981 8,886 8,852 (9)
First Lien Secured Debt - Revolver 6.75% (1M L+575, 1.00% Floor) 08/30/25 135 135 134 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/30/25 677 (6) (7) (8)(9)
(21)(23)
Common Equity - Common Stock N/A N/A 500 Shares 500 517 (9)(13)
9,515 9,496
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
IMA Group
IMA Group Management Company, LLC First Lien Secured Debt 6.50% (6M L+550, 1.00% Floor) 05/30/24 458 454 439
First Lien Secured Debt 6.50% (3M L+550, 1.00% Floor) 05/30/24 4,616 4,587 4,432
First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 05/30/24 289 287 277 (23)
5,328 5,148
Kindeva
Kindeva Drug Delivery L.P. First Lien Secured Debt 7.00% (3M L+600, 1.00% Floor) 05/01/26 1,820 1,781 1,804 (9)
First Lien Secured Debt - Revolver 7.00% (1M L+600, 1.00% Floor) 05/01/25 50 50 50 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/01/25 117 (3) (1) (8)(9)
(21)(23)
1,828 1,853
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.) Common Equity - Common Stock N/A N/A 133 Shares 133 162 (9)(13)
Kure Pain Holdings, Inc. First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 08/27/24 21,880 21,656 21,493 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/27/24 2,654 (27) (47) (8)(9)
(21)(23)
21,762 21,608
Lanai Holdings III, Inc. (Patterson Medical)
Lanai Holdings III, Inc. Second Lien Secured Debt 11.50% (1M L+1050 PIK, 1.00% Floor) 08/28/23 19,564 19,385 19,079
Mannkind Corporation
Mannkind Corporation First Lien Secured Debt 8.75% (1M L+675, 2.00% Floor) 08/01/24 17,333 17,218 17,888 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 08/01/24 8,667 (29) — (9)(21)
(23)
Warrants N/A N/A 444,936 Shares 76 1,492 (9)(13)
17,265 19,380
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC First Lien Secured Debt 6.50% (3M L+550, 1.00% Floor) 11/22/23 23,638 23,379 23,590 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/22/22 1,558 (13) (1) (8)(9)
(21)(23)
23,366 23,589
Medical Guardian
Medical Guardian, LLC First Lien Secured Debt 8.75% (1M L+825, 0.50% Floor) 12/31/24 28,571 28,142 28,374 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/24 5,714 (86) (39) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 12/31/24 5,714 (114) (39) (8)(9)
(21)(23)
27,942 28,296
Midwest Vision
Midwest Vision Partners Management, LLC First Lien Secured Debt 7.25% (6M L+625, 1.00% Floor) 01/12/27 5,704 5,594 5,647 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/12/27 612 (12) (6) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 01/12/27 3,670 (35) (37) (8)(9)
(21)(23)
5,547 5,604
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Orchard
Orchard Therapeutics plc First Lien Secured Debt 7.00% (1M L+600, 1.00% Floor) 05/24/24 8,333 8,307 8,400 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 05/24/24 16,667 (53) — (9)(17)
(21)(23)
8,254 8,400
Ovation Fertility
FPG Services, LLC First Lien Secured Debt 6.50% (3M L+550, 1.00% Floor) 06/13/25 13,901 13,713 13,762 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/13/24 2,105 (27) (21) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 06/13/25 3,768 (37) (38) (8)(9)
(21)(23)
13,649 13,703
Partner Therapeutics, Inc
Partner Therapeutics, Inc First Lien Secured Debt 7.65% (1M L+665, 1.00% Floor) 01/01/23 10,000 9,934 9,975 (9)
Preferred Equity - Preferred Equity N/A N/A 55,556 Shares 333 416 (9)(13)
Warrants N/A N/A 33,333 Shares 135 103 (9)(13)
10,402 10,494
PHS
PHS Buyer, Inc. First Lien Secured Debt 6.25% (3M L+525, 1.00% Floor) 01/31/25 10,203 10,055 9,947 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/31/25 2,000 (29) (50) (8)(9)
(21)(23)
10,026 9,897
Radius Health
Radius Health, Inc. First Lien Secured Debt 7.75% (1M L+575, 2.00% Floor) 06/01/24 29,000 28,636 28,623 (9)(17)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/01/24 1,000 (2) (1) (8)(9)
(17)(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 06/01/24 4,833 — — (9)(17)
(21)(23)
28,634 28,622
RHA Health Services
Pace Health Companies, LLC First Lien Secured Debt 5.50% (3M L+450, 1.00% Floor) 08/02/24 3,914 3,874 3,902 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/02/24 395 (7) (1) (8)(9)
(21)(23)
First Lien Secured Debt - Letter of Credit 4.50% 12/10/21 105 — — (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 08/02/24 575 (27) (2) (8)(9)
(21)(23)
3,840 3,899
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc. First Lien Secured Debt 7.15% (1M L+565, 1.50% Floor) 09/01/24 6,000 6,012 6,049 (9)
RiteDose Holdings I, Inc.
RiteDose Holdings I, Inc. First Lien Secured Debt 7.50% (1M L+650, 1.00% Floor) 09/13/23 13,333 13,155 13,333 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/13/23 2,000 (27) — (9)(21)
(23)
13,128 13,333
Total Healthcare & Pharmaceuticals $ 390,629 $ 394,475
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
High Tech Industries
Acronis AG
Acronis AG First Lien Secured Debt 7.85% (1M L+635, 1.50% Floor) 12/18/24 $ 21,000 $ 20,922 $ 20,895 (9)(17)
American Megatrends
AMI US Holdings Inc. First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 04/01/25 21,651 21,362 21,833 (9)
First Lien Secured Debt - Revolver 5.61% (1M L+550) 04/01/24 2,093 2,093 2,093 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/01/24 814 (35) — (9)(21)
(23)
23,420 23,926
Calero Holdings, Inc.
Telesoft Holdings, LLC First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 12/16/25 22,500 22,101 22,104
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/16/25 2,273 (40) (40) (8)(21)
(23)
22,061 22,064
ChyronHego Corporation
ChyronHego Corporation (5) First Lien Secured Debt 6.00% (3M L+350 Cash plus 1.50% PIK, 1.00% Floor) 12/31/22 84,202 81,644 81,676
First Lien Secured Debt - Revolver 6.00% (3M L+500, 1.00% Floor) 12/31/22 2,406 2,406 2,334 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/22 3,594 — (108) (8)(21)
(23)
Preferred Equity - Preferred Equity N/A N/A 7,800 Shares 6,000 6,151 (13)(25)
90,050 90,053
Digital.ai
Digital.ai Software Holdings, Inc. First Lien Secured Debt 8.00% (3M L+700, 1.00% Floor) 02/10/27 22,581 21,919 22,242 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/10/27 2,419 (71) (36) (8)(9)
(21)(23)
21,848 22,206
GoHealth
Norvax, LLC First Lien Secured Debt 7.50% (3M L+650, 1.00% Floor) 09/15/25 31,341 30,753 31,654 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/13/24 3,182 (55) — (9)(21)
(23)
30,698 31,654
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc. First Lien Secured Debt 6.25% (3M L+525, 1.00% Floor) 06/06/25 14,587 14,411 13,350
LabVantage Solutions
LabVantage Solutions Inc. First Lien Secured Debt 8.50% (1M L+750, 1.00% Floor) 09/30/21 7,256 7,236 7,256
LabVantage Solutions Limited First Lien Secured Debt 8.50% (1M E+750, 1.00% Floor) 09/30/21 € 8,053 8,642 9,465 (17)
15,878 16,721
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Magnitude Software
New Amsterdam Software BidCo LLC First Lien Secured Debt 6.00% (3M L+500, 1.00% Floor) 05/01/26 6,796 6,697 6,694 (9)
First Lien Secured Debt 6.00% (3M E+500, 1.00% Floor) 05/01/26 € 730 807 845 (9)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 05/01/26 2,250 (16) (34) (8)(9)
(21)(23)
7,488 7,505
MYCOM
Magnate Holding Corp. First Lien Secured Debt 7.75% (3M L+625 Cash plus 1% PIK, 0.50% Floor) 12/16/24 18,112 17,959 15,575 (9)(17)
First Lien Secured Debt - Revolver 7.75% (3M L+625 Cash plus 1% PIK, 0.50% Floor) 12/14/23 2,970 2,970 2,554 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 2.19% Unfunded 12/14/23 221 (27) (31) (8)(9)
(17)(21)(23)
First Lien Secured Debt - Letter of Credit 6.25% 04/22/21 140 — (20) (8)(9)
(17)(23)
20,902 18,078
Omnitracs, LLC
Omnitracs, LLC First Lien Secured Debt - Unfunded Revolver 0.375% Unfunded 03/23/23 3,750 (133) (263) (8)(21)
(23)
Pro Vigil
Pro-Vigil Holding Company, LLC First Lien Secured Debt 9.50% (1M L+850, 1.00% Floor) 01/13/25 8,000 7,774 7,760 (9)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 01/13/25 2,000 (33) (60) (8)(9)
(21)(23)
7,741 7,700
Schlesinger Group
Schlesinger Global, LLC First Lien Secured Debt 8.00% (3M L+600 Cash plus 1.00% PIK, 1.00% Floor) 07/12/25 9,066 8,885 8,857 (9)
First Lien Secured Debt 8.00% (3M L+600 Cash plus 1.00% PIK, 1.00% Floor) 07/12/25 841 825 822 (9)
9,710 9,679
Simeio
Simeio Group Holdings, Inc. First Lien Secured Debt 6.25% (1M L+525, 1.00% Floor) 01/30/26 8,567 8,464 8,422 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/30/26 1,731 (21) (29) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.75% Unfunded 01/30/26 4,615 (28) (83) (8)(9)
(21)(23)
8,415 8,310
Sirsi Corporation
Sirsi Corporation First Lien Secured Debt 5.75% (1M L+475, 1.00% Floor) 03/15/24 6,459 6,401 6,362 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/15/24 429 (4) (6) (8)(9)
(21)(23)
6,397 6,356
Sontiq, Inc.
Sontiq, Inc. First Lien Secured Debt 8.50% (3M L+750, 1.00% Floor) 03/02/26 14,167 13,888 13,883 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/02/26 833 (14) (17) (8)(9)
(21)(23)
13,874 13,866
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Springbrook
Springbrook Holding Company, LLC First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 12/23/26 9,755 9,618 9,613
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/23/26 1,463 (21) (21) (8)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/23/26 3,659 (29) (53) (8)(21)
(23)
9,568 9,539
Tax Slayer
MEP-TS Midco, LLC First Lien Secured Debt 7.50% (6M L+650, 1.00% Floor) 12/31/26 13,514 13,256 13,379 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/26 1,452 (28) (15) (8)(9)
(21)(23)
13,228 13,364
Telnyx
Telnyx LLC First Lien Secured Debt 7.75% (1M L+625, 1.50% Floor) 10/21/25 5,250 5,216 5,250 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 10/21/25 4,750 (43) — (9)(21)
(23)
5,173 5,250
Total High Tech Industries $ 341,651 $ 340,253
Insurance
PGM Holdings Corporation
Turbo Buyer, Inc. First Lien Secured Debt 6.50% (6M L+550, 1.00% Floor) 12/02/25 $ 13,912 $ 13,638 $ 13,786 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/02/25 923 (18) (8) (8)(9)
(21)(23)
13,620 13,778
Relation Insurance
AQ Sunshine, Inc. First Lien Secured Debt 7.25% (3M L+625, 1.00% Floor) 04/15/25 2,617 2,580 2,619 (9)
First Lien Secured Debt 7.25% (6M L+625, 1.00% Floor) 04/15/25 18,524 18,273 18,542 (9)
First Lien Secured Debt - Revolver 7.25% (6M L+625, 1.00% Floor) 04/15/24 471 471 472 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/15/24 668 (14) — (9)(21)
(23)
First Lien Secured Debt - Letter of Credit 6.25% 04/30/21 38 — — (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 04/15/25 4,611 (186) — (9)(21)
(23)
21,124 21,633
Total Insurance $ 34,744 $ 35,411
Manufacturing, Capital Equipment
AVAD, LLC
AVAD Canada Ltd. First Lien Secured Debt - Revolver N/A 10/02/23 $ 284 $ 274 $ 283 (9)(23)
AVAD, LLC First Lien Secured Debt - Revolver N/A 10/02/23 3,744 2,537 1,639 (9)(23)
Surf Opco, LLC First Lien Secured Debt - Revolver 5.00% (1M L+400, 1.00% Floor) 03/16/26 1,667 1,667 1,667 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/16/26 15,000 — — (9)(21) (23)
Preferred Equity - Class P-1 Preferred N/A N/A 33,333 Shares 3,333 6,667 (9)(16)
(25)
See notes to financial statements.
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March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Preferred Equity - Class P-2 Preferred N/A N/A 85,164 Shares 8,516 3,328 (9)(16)
(25)
Common Equity - Class A-1 Common N/A N/A 3,333 Shares — 215 (9)(16)
(25)
16,327 13,799
Kauffman
Kauffman Holdco, LLC Common Equity - Common Stock N/A N/A 250,000 Shares 250 51 (9)(13)
Kauffman Intermediate, LLC First Lien Secured Debt 7.50% (3M L+650, 1.00% Floor) 05/08/25 16,665 16,436 15,960 (9)
First Lien Secured Debt - Revolver 7.50% (1M L+650, 1.00% Floor) 05/08/25 78 78 74 (9)(23)
First Lien Secured Debt - Revolver 7.50% (3M L+650, 1.00% Floor) 05/08/25 388 388 372 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/08/25 1,165 (35) (49) (8)(9)
(21)(23)
First Lien Secured Debt - Letter of Credit 6.50% 07/25/21 155 — (7) (8)(9)
(23)
17,117 16,401
MedPlast Holdings Inc.
MedPlast Holdings Inc. Second Lien Secured Debt 7.86% (1M L+775) 07/02/26 8,000 7,947 7,619
Total Manufacturing, Capital Equipment $ 41,391 $ 37,819
Media – Diversified & Production
New Wave Entertainment
NW Entertainment, Inc. First Lien Secured Debt 10.00% (3M L+700 Cash plus 2.00% PIK, 1.00% Floor) 08/16/24 $ 26,450 $ 26,101 $ 25,130 (9)(19)
First Lien Secured Debt - Revolver 8.00% (3M L+700, 1.00% Floor) 08/16/24 3,061 3,021 2,909 (9)(19)
(23)
29,122 28,039
Nitro World Entertainment
NWE OPCO LP First Lien Secured Debt 8.50% (1M L+650, 2.00% Floor) 12/19/22 4,815 4,801 4,790 (9)
Sonar Entertainment
Sonar Entertainment, Inc. First Lien Secured Debt 8.85% (1M L+760, 1.25% Floor) 11/15/21 6,849 6,824 5,651 (9)(19)
First Lien Secured Debt - Revolver 8.85% (1M L+760, 1.25% Floor) 11/15/21 3,304 3,304 2,726 (9)(19)
(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/15/21 19,527 (83) — (9)(21)
(23)
10,045 8,377
Total Media – Diversified & Production $ 43,968 $ 41,206
Retail
IPS
SI Holdings, Inc. First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 07/25/25 $ 31,324 $ 30,862 $ 30,757 (9)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 07/25/24 853 853 842 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 07/25/24 2,560 (45) (34) (8)(9)
(21)(23)
31,670 31,565
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Rapid Displays
Rapid Displays Acquisition Corporation First Lien Secured Debt 6.00% (3M L+500, 1.00% Floor) 07/01/25 10,305 10,161 10,305 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 07/01/25 2,308 (16) — (9)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 07/01/25 1,154 (12) — (9)(21)
(23)
10,133 10,305
Total Retail $ 41,803 $ 41,870
Telecommunications
IPC Corporation
IPC Corporation First Lien Secured Debt 5.21% (3M L+500) 08/06/21 $ 10,000 $ 9,989 $ 9,301 (9)
IPC Information Systems UK Holdings Limited First Lien Secured Debt 8.00% (3M L+650, 1.50% Floor) 08/06/21 1,405 1,393 1,360 (9)(17)
11,382 10,661
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc. Second Lien Secured Debt 9.25% (6M L+825, 1.00% Floor) 11/01/25 12,878 12,804 11,139
Total Telecommunications $ 24,186 $ 21,800
Transportation – Cargo, Distribution
Dynamic Product Tankers (Prime), LLC
Dynamic Product Tankers, LLC (5) Unsecured Debt 5.31% (6M L+500) 07/31/24 $ 22,000 $ 22,000 $ 22,000 (17)
Common Equity - Class A Units N/A N/A N/A 49,806 25,528 (13)(17)
(24)(25)
71,806 47,528
Heniff and Superior
Heniff Holdco, LLC First Lien Secured Debt 6.75% (3M L+575, 1.00% Floor) 12/03/26 30,764 30,242 30,023 (9)
First Lien Secured Debt - Revolver 6.75% (1M L+575, 1.00% Floor) 12/03/24 2,518 2,518 2,480 (9)(23)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 12/03/24 1,047 1,047 1,030 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/03/24 5 (58) — (9)(21)
(23)
First Lien Secured Debt - Letter of Credit 5.75% 02/06/22 355 — (5) (8)(9)
(23)
33,749 33,528
MSEA Tankers LLC
MSEA Tankers LLC (5) Common Equity - Class A Units N/A N/A N/A 57,660 57,028 (17)(18)
(25)
Total Transportation – Cargo, Distribution $ 163,215 $ 138,084
Wholesale
Banner Solutions
Banner Buyer, LLC First Lien Secured Debt 6.75% (1M L+575, 1.00% Floor) 10/31/25 $ 396 $ 393 $ 393 (9)
First Lien Secured Debt 6.75% (12M L+575, 1.00% Floor) 10/31/25 12,414 12,247 12,314 (9)
First Lien Secured Debt - Revolver 6.75% (1M L+575, 1.00% Floor) 10/31/25 387 387 384 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/31/25 1,548 (26) (12) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.75% Unfunded 10/31/25 5,097 (37) (41) (8)(9)
(21)(23)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity Date Par/Shares (12) Cost (28) Fair Value (1)(29)
Banner Parent Holdings, Inc Common Equity - Common Stock N/A N/A 5,164 Shares 516 526 (9)(13)
Total Wholesale $ 13,480 $ 13,564
Total Investments before Cash Equivalents $2,716,399 $2,449,151
J.P. Morgan U.S. Government Money Market Fund $50,180 $50,180 $50,180 (22)
Total Investments after Cash Equivalents $2,766,579 $2,499,331 (6)(7)
____________________
(1) Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (See Note 2 to the financial statements).
(2) Preferred and ordinary shares in Solarplicity UK Holdings Limited are GBP denominated equity investments. Common shares in 1244311 B.C. Ltd. are CAD denominated equity investments.
(3) Denotes investments in which the Company owns greater than 25% of the equity, where the governing documents of each entity preclude the Company from exercising a controlling influence over the management or policies of such entity. The Company does not have the right to elect or appoint more than 25% of the directors or another party has the right to elect or appoint more directors than the Company and has the right to appoint certain members of senior management. Therefore, the Company has determined that these entities are not controlled affiliates. As of March 31, 2021, we had a 100% equity ownership interest in Golden Bear 2016-R, LLC, a collateralized loan obligation and 31% ownership in Carbonfree Chemicals SA LLC.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(4) Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of March 31, 2020 and March 31, 2021 along with transactions during the year ended March 31, 2021 in these affiliated investments are as follows:
Name of Issuer Fair Value at March 31, 2020 Gross Additions ● Gross Reductions ■ Net Change in Unrealized Gains (Losses) Fair Value at March 31, 2021 Net Realized Gains (Losses) Interest/Dividend/Other Income
1244311 B.C. Ltd., Common Stock $ — $ 1,000 $ — $ 719 $ 1,719 $ — $ —
1244311 B.C. Ltd., Term Loan — 1,016 — (51) 965 — 31
1244311 B.C. Ltd., Term Loan — 3,000 (7) (136) 2,857 — 91
KLO Acquisition LLC, Term Loan — 30 (4,838) 4,808 — (4,808) —
9357-5991 Quebec Inc., Term Loan — 2,118 (8,653) 6,535 — (3,653) —
AIC SPV Holdings II, LLC, Preferred Stock 442 — — 56 498 — 102
AMP Solar Group, Inc., Class A Common Unit 8,736 — (10,000) 1,264 — 4,176 —
Carbonfree Caustic SPE LLC, Term Loan 13,111 — (13,111) — — — —
Carbonfree Chemicals Holdings LLC, Common Equity / Interest 15,105 14,541 (36) (4,186) 25,424 — —
Carbonfree Chemicals SA LLC, Class B Units — 17,057 (26) (17,031) — — —
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC), Term Loan 4,389 — (17,057) 12,668 — — 11
Golden Bear 2016-R, LLC, Membership Interests 9,748 83 — 1,458 11,289 — 1,206
Pelican Energy, LLC, Membership Interests 2,411 — (58) (183) 2,170 — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock 3,284 — — (3,242) 42 — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock 2,101 — — (2,073) 28 — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series E Preferred Stock — 1,902 — 3,204 5,106 — —
Renew JV LLC, Membership Interests 914 — (222) 84 776 — —
$ 60,241 $ 40,747 $ (54,008) $ 3,894 $ 50,874 $ (4,285) $ 1,441
____________________
● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(5) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Fair value as of March 31, 2020 and March 31, 2021 along with transactions during the year ended March 31, 2021 in these controlled investments are as follows:
Name of Issuer Fair Value at March 31, 2020 Gross Additions ● Gross Reductions ■ Net Change in Unrealized Gains (Losses) Fair Value at March 31, 2021 Net Realized Gains (Losses) Interest/Dividend/Other Income
Majority Owned Company
ChyronHego Corporation, Preferred Equity $ — $ 6,000 $ — $ 151 $ 6,151 $ — $ —
ChyronHego Corporation, Term Loan — 81,644 — 32 81,676 — 429
ChyronHego Corporation, Revolver — 2,406 — (180) 2,226 — 1,161
Dynamic Product Tankers, LLC, Class A Units 36,457 — — (10,928) 25,528 — —
Dynamic Product Tankers, LLC, First Lien Term Loan 42,000 130 (42,000) (130) — — 1,391
Dynamic Product Tankers, LLC, Unsecured Debt — 22,000 — — 22,000 — 738
Dynamic Product Tankers, LLC, Letters of Credit — — — — — — —
Merx Aviation Finance, LLC, Membership Interests 28,447 105,300 — (8,686) 125,061 — —
Merx Aviation Finance, LLC, Revolver 305,300 10,500 (125,300) — 190,500 — 19,796
Merx Aviation Finance, LLC, Letters of Credit — — — — — — —
MSEA Tankers LLC, Class A Units 59,735 — (4,289) 1,582 57,028 — 1,691
Controlled Company
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Second Lien Term Loan 14,711 — — (6,600) 8,111 — —
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock — — — — — — —
SHD Oil & Gas, LLC, Series A Units — — — — — — —
SHD Oil & Gas, LLC, Tranche A Note 22,495 — (939) (11,656) 9,899 — —
SHD Oil & Gas, LLC, Tranche B Note — — — — — — —
SHD Oil & Gas, LLC, Tranche C Note 24,720 728 — 22 25,470 — 3,153
$ 533,865 $ 228,708 $ (172,528) $ (36,393) $ 553,650 $ — $ 28,359
____________________
● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
As of March 31, 2021, the Company had a 78%, 85%, 47%, 100%, 98% and 38% equity ownership interest in ChyronHego Corporation, Dynamic Product Tankers, LLC; Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.); Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC ( f/k/a Spotted Hawk Development LLC), respectively.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(6) Aggregate gross unrealized gain and loss for federal income tax purposes is $62,170 and $391,419, respectively. Net unrealized loss is $329,249 based on a tax cost of $2,828,580.
(7) Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 8 to the financial statements). As such, these securities are not available as collateral to our general creditors.
(8) The negative fair value is the result of the commitment being valued below par.
(9) These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 3 to the financial statements for discussion of the exemptive order from the SEC.)
(10) Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).
(11) The maturity date for these investments are expected to be extended past March 31, 2021. The final terms of the extension are still under negotiation between the Company and the respective portfolio company.
(12) Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), and Australian Dollar (“A$”) .
(13) Non-income producing security.
(14) Non-accrual status (See Note 2 to the financial statements).
(15) The underlying investments of AIC SPV Holdings II, LLC is a securitization in which the Company has a 14.25% ownership interest in the residual tranche.
(16) AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC, AIC Pelican Holdings, LLC and AP Surf Investments, LLC are wholly-owned special purpose vehicles which only hold investments of the underlying portfolio companies and have no other significant assets or liabilities. AIC Spotted Hawk Holdings, LLC holds equity and debt investments in SHD Oil & Gas, LLC. AIC SHD Holdings LLC holds equity investments in SHD Oil & Gas, LLC. and equity investments in both Carbonfree Chemicals Holdings, LLC and Carbonfree Chemicals SA, LLC. AIC Pelican Holdings, LLC holds an equity investment in Pelican Energy, LLC. AP Surf Investments, LLC holds equity investments in Surf Opco, LLC.
(17) Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of March 31, 2021, non-qualifying assets represented approximately 15.98% of the total assets of the Company.
(18) As of March 31, 2021, MSEA Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-2 units which are identical except that Class A-1 unit is voting and Class A-2 unit is non-voting. The units entitle the Company to appoint two out of three managers to the board of managers.
(19) Denoted security is currently accruing additional penalty interest above the stated rate.
(20) Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate or the prime rate. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively), EURIBOR loans are typically indexed to 90-day EURIBOR rates (3M E), Bank Bill Swap rates are typically index to 90-day Bank Bill Swap rates (3M BBSW), GBP LIBOR loans are typically indexed to 90-day GBP LIBOR rates (3M GBP L) and EUR LIBOR loans are typically indexed to 90-day EUR LIBOR rates (3M E L) at the borrower’s option. LIBOR and EURIBOR loans may be subject to interest floors. As of March 31, 2021, rates for 1M L, 2M L, 3M L, 6M L, 1M E, 3M E, 1M BBSW, 3M BBSW, 1M GBP L, 3M GBP L, and Prime are 0.11%, 0.13%, 0.19%, 0.21%, (0.56%), (0.54%), 0.01%, 0.04%, 0.05%, 0.09% and 3.25%, respectively.
(21) The rates associated with these undrawn committed revolvers and delayed draw term loans represent rates for commitment and unused fees.
(22) This security is included in the Cash and Cash Equivalents on the Statements of Assets and Liabilities.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(23) As of March 31, 2021, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 10 to the financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.
Name of Issuer Total Commitment Drawn Commitment Letters of Credit Undrawn Commitment
A&V Holdings Midco, LLC $ 1,505 $ — $ — $ 1,505
Akoya Biosciences, Inc. 1,500 — — 1,500
Amerivet Partners Management, Inc. 5,325 524 — 4,801
AMI US Holdings Inc. 2,907 2,093 — 814
Analogic Corporation 1,826 — — 1,826
AQ Sunshine, Inc. 5,787 471 38 5,278
Arthur Bidco Limited* 2,029 2,029 — —
AVAD Canada Ltd. 284 284 — —
AVAD, LLC 3,744 3,744 — —
Banner Buyer, LLC 7,032 387 — 6,645
BIG Buyer, LLC 1,805 722 — 1,083
BK Medical Holding Company, Inc. 783 — — 783
Cerus Corporation 5,500 125 — 5,375
ChyronHego Corporation 6,000 2,406 — 3,594
Claritas, LLC 1,031 129 — 902
Compu-Link Corporation 2,273 — — 2,273
Continuum Global Solutions, LLC 20,000 5,317 — 14,683
Eagle Foods Family Group, LLC 3,750 750 — 3,000
EHL Merger Sub, LLC 4,155 — — 4,155
Eldrickco Limited* 5,919 491 — 5,428
Erickson Inc 36,000 30,469 1,440 4,091
Exeter Property Group, LLC 192 — — 192
First Heritage Credit, LLC 12,000 747 — 11,253
Flock SPV I, LLC 5,467 — — 5,467
Florida Food Products, LLC 1,712 479 — 1,233
FPG Services, LLC 5,874 — — 5,874
Gabriel Partners, LLC 665 443 — 222
GB001, Inc. 24,000 — — 24,000
Genesis Healthcare, Inc. 91,957 — — 91,957
Go Car Wash Management Corp. 3,158 — — 3,158
Gutter Buyer, Inc. 2,782 409 39 2,334
Heniff Holdco, LLC 3,925 3,565 355 5
HSI Halo Acquisition, Inc. 812 135 — 677
IMA Group Management Company, LLC 289 289 — —
Jacent Strategic Merchandising 3,500 2,567 — 933
JF Acquisition, LLC 1,569 1,255 — 314
Kauffman Intermediate, LLC 1,786 466 155 1,165
KDC US Holdings* 6,021 2,696 55 3,270
Kindeva Drug Delivery L.P. 167 50 — 117
KL Charlie Acquisition Company 6,569 — — 6,569
Kure Pain Holdings, Inc. 2,654 — — 2,654
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Name of Issuer Total Commitment Drawn Commitment Letters of Credit Undrawn Commitment
Lash OpCo, LLC 697 — — 697
LendingPoint LLC 7,125 1,000 — 6,125
Lifelong Learner Holdings, LLC 5,373 1,039 — 4,334
Liqui-Box Holdings, Inc.* 3,568 2,326 81 1,161
Magnate Holding Corp. 3,331 2,970 140 221
Mannkind Corporation 8,667 — — 8,667
Margaux Acquisition Inc. 1,601 — — 1,601
Margaux UK Finance Limited* 747 — — 747
Marlin DTC-LS Midco 2, LLC 685 — — 685
Maxor National Pharmacy Services, LLC 1,558 — — 1,558
Medical Guardian, LLC 11,429 — — 11,429
MEP-TS Midco, LLC 1,452 — — 1,452
Merx Aviation Finance, LLC 190,677 190,500 177 —
Nemo (BC) Bidco Pty Ltd* 177 — — 177
New Amsterdam Software BidCo LLC 2,250 — — 2,250
Norvax, LLC 3,182 — — 3,182
Nutrisystem, Inc. 200 — — 200
NW Entertainment, Inc. 3,061 3,061 — —
Olaplex, Inc. 2,300 — — 2,300
Omnitracs, LLC 3,750 — — 3,750
Orchard Therapeutics plc 16,667 — — 16,667
Ortega National Parks, LLC 7,568 — — 7,568
Pace Health Companies, LLC 1,075 — 105 970
Paper Source, Inc. 4,679 3,082 — 1,597
PHS Buyer, Inc. 2,000 — — 2,000
Project Comfort Buyer, Inc. 3,462 — — 3,462
Protein For Pets Opco, LLC 2,219 — — 2,219
Purchasing Power Funding I, LLC 9,113 8,384 — 729
RA Outdoors, LLC 1,200 — — 1,200
Radius Health, Inc. 5,833 — — 5,833
Rapid Displays Acquisition Corporation 3,462 — — 3,462
RiteDose Holdings I, Inc. 2,000 — — 2,000
Royton Bidco Limited* 3,125 — — 3,125
SI Holdings, Inc. 3,413 853 — 2,560
Simeio Group Holdings, Inc. 6,346 — — 6,346
Simplifi Holdings, Inc. 2,400 1,440 — 960
Sirsi Corporation 429 — — 429
Soliant Holdings, LLC 1,936 — — 1,936
Sonar Entertainment, Inc. 22,831 3,304 — 19,527
Springbrook Holding Company, LLC 5,122 — — 5,122
Telesoft Holdings, LLC 2,273 — — 2,273
Telnyx LLC 4,750 — — 4,750
Ten-X, LLC 4,680 4,680 — —
TGG TS Acquisition Company 1,750 — — 1,750
The Emmes Company, LLC 2,449 — — 2,449
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Name of Issuer Total Commitment Drawn Commitment Letters of Credit Undrawn Commitment
THLP CO. LLC 7,304 2,360 — 4,944
TNT Crust LLC 3,252 1,138 — 2,114
Truck-Lite Co., LLC 3,052 1,526 94 1,432
Turbo Buyer, Inc. 923 — — 923
U.S. Auto Finance, Inc. 21,556 6,734 — 14,822
USLS Acquisition, Inc. 2,278 — 100 2,178
Westfall Technik, Inc. 2,019 1,750 — 269
Wildcat BuyerCo, Inc. 2,754 — 8 2,746
Naviga Inc. (fka Newscycle Solutions, Inc.) 1,782 240 — 1,542
Surf Opco, LLC 16,667 1,667 — 15,000
Digital.ai Software Holdings, Inc. 2,419 — — 2,419
Midwest Vision Partners Management, LLC 4,281 — — 4,281
Pro-Vigil Holding Company, LLC 2,000 — — 2,000
Sontiq, Inc. 833 — — 833
Total Commitments $ 737,986 $ 301,096 $ 2,787 $ 434,103
____________________
* These investments are in a foreign currency and the total commitment has been converted to USD using the March 31, 2021 exchange rate.
(24) As of March 31, 2021, Dynamic Product Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-3 units which are identical except that Class A-1 unit is voting and Class A-3 unit is non-voting. The units entitle the Company to appoint three out of five managers to the board of managers.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(25) Securities that are exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2021, the aggregate fair value of these securities is $259,991 or 25% of the Company's net assets. The acquisition dates of the restricted securities are as follows:
Issuer Investment Type Acquisition Date
1244311 B.C. Ltd. Common Equity - Common Stock 9/30/2020
AIC SPV Holdings II, LLC Preferred Equity - Preferred Stock 6/1/2017
Carbonfree Chemicals Holdings LLC Common Equity - Common Equity / Interest 11/19/2019
Carbonfree Chemicals SA LLC Common Equity - Class B Units 11/19/2019
ChyronHego Corporation Preferred Equity - Preferred Equity 12/29/2020
Dynamic Product Tankers, LLC Common Equity - Class A Units 4/3/2015
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.) Common Equity - Common Stock 3/29/2016
JSM Equity Investors, L.P. Preferred Equity - Class P Partnership Units 6/30/2020
KL Charlie Co-Invest, L.P. Common Equity - Common Stock 12/29/2020
Merx Aviation Finance, LLC Common Equity - Membership Interests 5/22/2013
MSEA Tankers LLC Common Equity - Class A Units 12/12/2014
Paper Source, Inc. Preferred Equity - Preferred Equity 9/11/2020
Paper Source, Inc. Common Equity - Class A Common Stock 10/30/2020
Pelican Energy, LLC Common Equity - Membership Interests 2/16/2016
Renew Financial LLC (f/k/a Renewable Funding, LLC) Preferred Equity - Series E Preferred Stock 12/23/2020
Renew Financial LLC (f/k/a Renewable Funding, LLC) Preferred Equity - Series D Preferred Stock 10/1/2015
Renew Financial LLC (f/k/a Renewable Funding, LLC) Preferred Equity - Series B Preferred Stock 4/9/2014
Renew JV LLC Common Equity - Membership Interests 3/20/2017
SHD Oil & Gas, LLC Common Equity - Series A Units 11/18/2016
Surf Opco, LLC Preferred Equity - Class P-1 Preferred 3/17/2021
Surf Opco, LLC Preferred Equity - Class P-2 Preferred 3/17/2021
Surf Opco, LLC Common Equity - Class A-1 Common 3/17/2021
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(26) The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of March 31, 2021:
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing $ 57,553 $ — $ — $ — $ — $ 219 $ — $ 57,772
Aerospace & Defense 30,368 — — — — — — 30,368
Automotive 30,794 23,549 — — — 350 — 54,693
Aviation and Consumer Transport 17,229 — — — — — — 17,229
Beverage, Food & Tobacco 95,289 — — — — 2,205 97,494
Business Services 221,162 109,995 — — 89 1,432 — 332,678
Chemicals, Plastics & Rubber 17,315 12,165 — — — — — 29,480
Construction & Building 28,603 — — — — 500 — 29,103
Consumer Goods – Durable 22,237 — — — — 107 — 22,344
Consumer Goods – Non-Durable 78,873 12,777 — — 462 — — 92,112
Consumer Services 120,845 — — — — — — 120,845
Diversified Investment Vehicles, Banking, Finance, Real Estate 50,632 — — — — — — 50,632
Education 36,161 — — — — — — 36,161
Energy – Electricity 7,637 — — — 5,623 4 — 13,264
Environmental Industries 11,347 — — — — — — 11,347
Healthcare & Pharmaceuticals 325,747 63,274 — — 333 1,064 211 390,629
High Tech Industries 251,601 — — — — — — 251,601
Insurance 34,744 — — — — — — 34,744
Manufacturing, Capital Equipment 21,345 7,947 — — 11,849 250 — 41,391
Media – Diversified & Production 43,968 — — — — — — 43,968
Retail 41,803 — — — — — — 41,803
Telecommunications 11,382 12,804 — — — — — 24,186
Transportation – Cargo, Distribution 33,749 — — — — — — 33,749
Wholesale 12,964 — — — — 516 — 13,480
Total Non-Controlled / Non-Affiliated Investments $ 1,603,348 $ 242,511 $ — $ — $ 18,356 $ 6,647 $ 211 $ 1,871,073
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber $ — $ — $ — $ — $ — $ 77,825 $ — $ 77,825
Consumer Goods – Durable 4,009 — — — — 1,000 — 5,009
Diversified Investment Vehicles, Banking, Finance, Real Estate — — — 16,812 — — — 16,812
Energy – Electricity — — — — 16,347 671 — 17,018
Energy – Oil & Gas — — — — — 16,764 — 16,764
Manufacturing, Capital Equipment — — — — — — — —
Total Non-Controlled / Affiliated Investments $ 4,009 $ — $ — $ 16,812 $ 16,347 $ 96,260 $ — $ 133,428
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Controlled Investments
Aviation and Consumer Transport $ 190,500 $ — $ — $ — $ — $ 120,300 $ — $ 310,800
Energy – Oil & Gas 113,167 36,926 — — — 31,489 — 181,582
High Tech Industries 84,050 — — — 6,000 — — 90,050
Transportation – Cargo, Distribution — — 22,000 — — 107,466 — 129,466
Total Controlled Investments $ 387,717 $ 36,926 $ 22,000 $ — $ 6,000 $ 259,255 $ — $ 711,898
Total $ 1,995,074 $ 279,437 $ 22,000 $ 16,812 $ 40,703 $ 362,162 $ 211 $ 2,716,399
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
(27) The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of March 31, 2021:
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total % of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing $ 57,672 $ — $ — $ — $ — $ 239 $ — $ 57,911 5.6 %
Aerospace & Defense 29,930 — — — — — — 29,930 3.0 %
Automotive 29,976 21,982 — — — 345 — 52,303 5.0 %
Aviation and Consumer Transport 17,088 — — — — — — 17,088 1.6 %
Beverage, Food & Tobacco 95,644 — — — — 2,972 — 98,616 9.6 %
Business Services 220,550 102,050 — — 89 1,161 — 323,850 31.2 %
Chemicals, Plastics & Rubber 17,050 13,307 — — — — — 30,357 3.0 %
Construction & Building 28,378 — — — — 1,128 — 29,506 2.8 %
Consumer Goods – Durable 22,380 — — — — 625 — 23,005 2.2 %
Consumer Goods – Non-durable 78,442 10,536 — — 212 — — 89,190 8.6 %
Consumer Services 117,999 — — — — — — 117,999 11.4 %
Diversified Investment Vehicles, Banking, Finance, Real Estate 50,481 — — — — — — 50,481 4.9 %
Education 41,159 — — — — — — 41,159 4.0 %
Energy – Electricity 2,534 — — — — — — 2,534 0.2 %
Environmental Industries 10,825 — — — — — — 10,825 1.0 %
Healthcare & Pharmaceuticals 328,253 62,865 — — 416 1,346 1,595 394,475 38.1 %
High Tech Industries 250,200 — — — — — — 250,200 24.1 %
Insurance 35,411 — — — — — — 35,411 3.4 %
Manufacturing, Capital Equipment 19,939 7,619 — — 9,995 266 — 37,819 3.6 %
Media – Diversified & Production 41,206 — — — — — — 41,206 4.0 %
Retail 41,870 — — — — — — 41,870 4.0 %
Telecommunications 10,661 11,139 — — — — — 21,800 2.1 %
Transportation – Cargo, Distribution 33,528 — — — — — — 33,528 3.2 %
Wholesale 13,038 — — — — 526 — 13,564 1.3 %
Total Non-Controlled / Non-Affiliated Investments $ 1,594,214 $ 229,498 $ — $ — $ 10,712 $ 8,608 $ 1,595 $ 1,844,627 177.9 %
% of Net Assets 153.8 % 22.1 % — % — % 1.0 % 0.8 % 0.2 % 177.9 %
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total % of Net Assets
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber $ — $ — $ — $ — $ — $ 25,424 $ — $ 25,424 2.5 %
Consumer Goods – Durable 3,822 — — — — 1,719 — 5,541 0.5 %
Diversified Investment Vehicles, Banking, Finance, Real Estate — — — 11,289 — — — 11,289 1.1 %
Energy – Electricity — — — — 5,674 776 — 6,450 0.6 %
Energy – Oil & Gas — — — — — 2,170 — 2,170 0.2 %
Manufacturing, Capital Equipment — — — — — — — — — %
Total Non-Controlled / Affiliated Investments $ 3,822 $ — $ — $ 11,289 $ 5,674 $ 30,089 $ — $ 50,874 4.9 %
% of Net Assets 0.4 % — % — % 1.1 % 0.5 % 2.9 % — % 4.9 %
Controlled Investments
Aviation and Consumer Transport $ 190,500 $ — $ — $ — $ — $ 125,061 $ — $ 315,561 30.4 %
Energy – Oil & Gas 35,369 8,111 — — — — — 43,480 4.2 %
High Tech Industries 83,902 — — — 6,151 — — 90,053 8.7 %
Transportation – Cargo, Distribution — — 22,000 — — 82,556 — 104,556 10.1 %
Total Controlled Investments $ 309,771 $ 8,111 $ 22,000 $ — $ 6,151 $ 207,617 $ — $ 553,650 53.4 %
% of Net Assets 29.9 % 0.8 % 2.1 % — % 0.6 % 20.0 % — % 53.4 %
Total $ 1,907,807 $ 237,609 $ 22,000 $ 11,289 $ 22,537 $ 246,314 $ 1,595 $ 2,449,151 236.2 %
% of Net Assets 184.1 % 22.9 % 2.1 % 1.1 % 2.1 % 23.7 % 0.2 % 236.2 %
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2021
(In thousands, except share data)
Industry Classification Percentage of Total Investments (at Fair Value) as of March 31, 2021
Healthcare & Pharmaceuticals 16.1%
High Tech Industries 13.9%
Aviation and Consumer Transport 13.6%
Business Services 13.2%
Transportation – Cargo, Distribution 5.6%
Consumer Services 4.8%
Beverage, Food & Tobacco 4.0%
Consumer Goods – Non-durable 3.6%
Diversified Investment Vehicles, Banking, Finance, Real Estate 2.5%
Advertising, Printing & Publishing 2.4%
Chemicals, Plastics & Rubber 2.3%
Automotive 2.1%
Energy – Oil & Gas 1.9%
Retail 1.7%
Media – Diversified & Production 1.7%
Education 1.7%
Manufacturing, Capital Equipment 1.5%
Insurance 1.5%
Aerospace & Defense 1.2%
Construction & Building 1.2%
Consumer Goods – Durable 1.2%
Telecommunications 0.9%
Wholesale 0.6%
Environmental Industries 0.4%
Energy – Electricity 0.4%
Total Investments 100.0%
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Advertising, Printing & Publishing
Learfield Communications
A-L Parent LLC Second Lien Secured Debt 8.25% (1M L+725, 1.00% Floor) 12/02/24 $ 5,536 $ 5,503 $ 4,882
Simplifi Holdings, Inc.
Simplifi Holdings, Inc. First Lien Secured Debt 7.20% (3M L+575, 1.00% Floor) 08/02/25 38,829 38,188 37,164 (9)
First Lien Secured Debt - Revolver 7.20% (1M L+575, 1.00% Floor) 08/02/25 1,200 1,200 1,148 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/02/25 1,200 (49) (51) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 08/02/25 6,091 (57) (187) (8)(9)
(21)(23)
39,282 38,074
Total Advertising, Printing & Publishing $ 44,785 $ 42,956
Aerospace & Defense
Erickson Inc
Erickson Inc First Lien Secured Debt - Revolver 9.41% (3M L+750, 1.50% Floor) 04/28/22 $ 31,812 $ 31,812 $ 31,096 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/28/22 7,425 (233) (167) (8)(9)
(21)(23)
First Lien Secured Debt - Letters of Credit 7.50% 04/30/20 - 07/15/22 1,263 — (27) (8)(9)
(23)
31,579 30,902
PAE Holding Corporation
PAE Holding Corporation Second Lien Secured Debt 10.50% (1M L+950, 1.00% Floor) 10/20/23 13,637 13,462 12,353
Total Aerospace & Defense $ 45,041 $ 43,255
Automotive
Accelerate Parent Corp. (American Tire)
Accelerate Parent Corp. Common Equity/Interests - Common Stock N/A N/A 1,664,046 Shares 1,714 250 (13)(19)
Arlington
Arlington Industries Group Limited First Lien Secured Debt 5.75% (1M E+525, 0.50% Floor) 03/29/24 € 3,189 3,572 3,309 (9)(17)
First Lien Secured Debt 5.87% (1M GBPL+525, 0.50% Floor) 03/29/24 £ 7,818 9,972 9,204 (9)(17)
First Lien Secured Debt - Unfunded Revolver 1.25% Unfunded 03/29/24 £ 2,700 (57) (191) (8)(9)
(17)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 03/29/24 £ 1,300 (28) (77) (8)(9)
(17)(21)
(23)
13,459 12,245
Crowne Automotive
Vari-Form Group, LLC First Lien Secured Debt L+11.00% (7.00% Cash plus 4.00% PIK) 02/02/23 5,859 937 762 (9)(13)
(14)
Vari-Form Inc. First Lien Secured Debt L+11.00% (7.00% Cash plus 4.00% PIK) 02/02/23 2,110 391 274 (9)(13)
(14)
1,328 1,036
K&N Parent, Inc.
K&N Parent, Inc. Second Lien Secured Debt 9.82% (3M L+875, 1.00% Floor) 10/21/24 23,765 23,489 22,220
See notes to financial statements.
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March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Truck-Lite Co., LLC
Truck-Lite Co., LLC First Lien Secured Debt 7.32% (6M L+625, 1.00% Floor) 12/14/26 25,148 24,573 24,446 (9)
First Lien Secured Debt - Revolver 7.25% (1M L+625, 1.00% Floor) 12/13/24 1,308 1,308 1,277 (9)(23)
First Lien Secured Debt - Revolver 7.32% (6M L+625, 1.00% Floor) 12/13/24 654 654 638 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/13/24 1,005 (67) (24) (8)(9)
(21)(23)
First Lien Secured Debt - Letters of Credit 7.25% 11/30/20 - 12/21/20 85 — (2) (8)(9)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/14/26 3,707 (84) (103) (8)(9)
(21)(23)
TL Lighting Holdings, LLC Common Equity/Interests - Class A Common Units N/A N/A 350 Shares 350 241 (9)(13)
26,734 26,473
Total Automotive $ 66,724 $ 62,224
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5) First Lien Secured Debt - Revolver 12.00% 10/31/23 $ 305,300 $ 305,300 $ 305,300 (23)
First Lien Secured Debt - Letter of Credit 2.25% 07/13/20 177 — — (23)
Common Equity/Interests - Membership Interests N/A N/A N/A 15,000 28,447
320,300 333,747
PrimeFlight
PrimeFlight Aviation Services, Inc. First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 05/09/24 13,367 13,184 12,790 (9)
First Lien Secured Debt 7.02% (1M L+550, 1.00% Floor) 05/09/24 1,375 1,362 1,316 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 05/09/24 2,842 (85) (122) (8)(9)
(21)(23)
14,461 13,984
Total Aviation and Consumer Transport $ 334,761 $ 347,731
Beverage, Food & Tobacco
Bolthouse Farms
Wm. Bolthouse Farms, Inc. Common Equity/Interests - Common Stock N/A N/A 1,000,000 Shares $ 1,000 $ 940 (13)
Eagle Foods
Eagle Foods Family Group, LLC First Lien Secured Debt 8.68% (6M L+675, 1.00% Floor) 06/14/24 $ 24,562 24,369 23,703 (9)
First Lien Secured Debt - Revolver 7.75% (1M L+675, 1.00% Floor) 06/14/23 167 167 161 (9)(23)
First Lien Secured Debt - Revolver 7.75% (3M L+675, 1.00% Floor) 06/14/23 333 333 322 (9)(23)
First Lien Secured Debt - Revolver 7.95% (3M L+675, 1.00% Floor) 06/14/23 167 167 161 (9)(23)
First Lien Secured Debt - Revolver 8.36% (6M L+675, 1.00% Floor) 06/14/23 667 667 643 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/14/23 2,417 (27) (85) (8)(9)
(21)(23)
25,676 24,905
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Florida Food Products, Inc.
Florida Food Products, Inc. First Lien Secured Debt 8.20% (3M L+675, 1.00% Floor) 09/08/25 22,938 22,492 22,594 (9)
Florida Food Products, LLC First Lien Secured Debt - Revolver 7.75% (1M L+675, 1.00% Floor) 09/06/23 240 240 236 (9)(23)
First Lien Secured Debt - Revolver 8.20% (3M L+675, 1.00% Floor) 09/06/23 1,473 1,443 1,450 (9)(23)
24,175 24,280
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P. Common Equity/Interests - Membership Interests N/A N/A 1,000,000 Shares 1,000 1,000 (13)
TNT Crust LLC
TNT Crust LLC First Lien Secured Debt 7.75% (1M L+675, 1.00% Floor) 11/06/23 20,618 20,318 20,102 (9)
First Lien Secured Debt 8.01% (1M L+675, 1.00% Floor) 11/06/23 4,878 4,785 4,756 (9)
First Lien Secured Debt - Revolver 7.75% (1M L+675, 1.00% Floor) 11/06/23 748 748 729 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/06/23 2,504 (50) (63) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 11/06/23 976 (43) (24) (8)(9)
(21)(23)
Common Equity/Interests - Series A Units N/A N/A 244 Shares 30 275 (9)(13)
25,788 25,775
Turkey Hill
IC Holdings LLC Common Equity/Interests - Series A Units N/A N/A 169 Shares 169 153 (9)(13)
THLP CO. LLC First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 05/30/25 19,562 19,225 19,268 (9)
First Lien Secured Debt - Revolver 7.75% (P+450) 05/31/24 2,247 2,247 2,213 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/31/24 2,247 (75) (34) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 05/30/25 5,618 (33) (84) (8)(9)
(21)(23)
21,533 21,516
Total Beverage, Food & Tobacco $ 99,172 $ 98,416
Business Services
Access Information
Access CIG, LLC Second Lien Secured Debt 9.53% (3M L+775) 02/27/26 $ 15,900 $ 15,789 $ 15,299
Ambrosia Buyer Corp.
Ambrosia Buyer Corp. Second Lien Secured Debt 9.08% (3M L+800, 1.00% Floor) 08/28/25 21,429 21,066 17,751
Claritas
Claritas, LLC First Lien Secured Debt 7.45% (3M L+600, 1.00% Floor) 12/21/23 3,845 3,815 3,787 (9)
First Lien Secured Debt - Revolver 7.00% (1M L+600, 1.00% Floor) 12/21/23 619 619 609 (9)(23)
First Lien Secured Debt - Revolver 7.26% (1M L+600, 1.00% Floor) 12/21/23 129 129 127 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/21/23 284 (8) (4) (8)(9)
(21)(23)
4,555 4,519
Continuum
Continuum Global Solutions, LLC First Lien Secured Debt - Revolver 7.08% (1M L+550, 1.00% Floor) 02/15/22 8,791 8,791 8,527 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/15/22 11,209 (304) (336) (8)(9)
(21)(23)
See notes to financial statements.
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March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Preferred Equity - Preferred Stock N/A N/A 775 Shares 78 78 (9)(13)
8,565 8,269
CT Technologies Intermediate Holdings, Inc
CT Technologies Intermediate Holdings, Inc Second Lien Secured Debt 10.45% (3M L+900, 1.00% Floor) 12/01/22 31,253 30,803 27,815 (9)
Education Personnel
Education Personnel First Lien Secured Debt 5.42% (3M GBPL+475, 0.50% Floor) 08/31/24 £ 4,076 5,190 4,790 (9)(17)
First Lien Secured Debt - Revolver 5.42% (3M GBPL+475, 0.50% Floor) 08/31/24 £ 1,471 1,873 1,727 (9)(17)
(23)
7,063 6,517
Electro Rent Corporation
Electro Rent Corporation Second Lien Secured Debt 10.64% (3M L+900, 1.00% Floor) 01/31/25 34,235 33,546 33,208 (9)
Elo Touch
TGG TS Acquisition Company First Lien Secured Debt - Revolver 7.40% (3M L+650) 12/14/23 500 500 480 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/14/23 1,250 — (50) (8)(21)
(23)
500 430
Ensemble Health
EHL Merger Sub, LLC First Lien Secured Debt - Revolver 6.00% (P+275) 08/01/24 1,662 1,662 1,512 (23)
First Lien Secured Debt - Unfunded Revolver 0.25% Unfunded 08/01/24 2,493 (330) (224) (8)(21)
(23)
1,332 1,288
Jacent
Jacent Strategic Merchandising First Lien Secured Debt 7.36% (3M L+575, 1.00% Floor) 04/23/24 22,579 22,304 21,315 (9)
First Lien Secured Debt - Revolver 7.36% (3M L+575, 1.00% Floor) 04/23/24 1,400 1,400 1,320 (9)(23)
First Lien Secured Debt - Revolver 6.82% (3M L+575, 1.00% Floor) 04/23/24 467 467 440 (9)(23)
First Lien Secured Debt - Revolver 7.53% (3M L+575, 1.00% Floor) 04/23/24 700 700 660 (9)(23)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 04/23/24 933 891 880 (9)(23)
Common Equity - Common Stock N/A N/A 5,000 Shares 500 204 (9)(13)
26,262 24,819
Jones & Frank
JF Acquisition, LLC First Lien Secured Debt 6.77% (3M L+550, 1.00% Floor) 07/31/24 5,272 5,179 5,087 (9)
First Lien Secured Debt 7.28% (3M L+550, 1.00% Floor) 07/31/24 8,118 7,977 7,832 (9)
First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 07/31/24 628 600 605 (9)(23)
First Lien Secured Debt - Revolver 7.28% (3M L+550, 1.00% Floor) 07/31/24 188 188 182 (9)(23)
First Lien Secured Debt - Revolver 7.75% (P+450) 07/31/24 753 753 726 (9)(23)
14,697 14,432
MAKS
Trident Bidco Limited First Lien Secured Debt 7.25% (1M L+625, 1.00% Floor) 11/08/25 35,000 34,019 33,649 (9)(17)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
McLarens
Margaux Acquisition Inc. First Lien Secured Debt 7.41% (3M L+550, 1.00% Floor) 12/19/24 18,800 18,526 17,800 (9)
First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 12/19/24 1,601 1,576 1,516 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/19/24 4,461 (92) (236) (8)(9)
(21)(23)
Margaux UK Finance Limited First Lien Secured Debt 6.50% (3M GBPL+550, 1.00% Floor) 12/19/24 £ 5,896 7,332 6,930 (9)(17)
First Lien Secured Debt - Revolver 6.50% (1M GBPL+550, 1.00% Floor) 12/19/24 £ 538 632 631 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/19/24 £ 4 (11) — (8)(9)
(17)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/19/24 £ 1,353 (27) (89) (8)(9)
(17)(21)
(23)
27,936 26,552
Ministry Brands, LLC
Ministry Brands, LLC Second Lien Secured Debt 10.51% (2M L+925, 1.00% Floor) 06/02/23 10,000 9,925 9,795
Newscycle Solutions, Inc.
Newscycle Solutions, Inc. First Lien Secured Debt 8.45% (3M L+700, 1.00% Floor) 12/29/22 14,641 14,434 14,202 (9)
First Lien Secured Debt 8.58% (3M L+700, 1.00% Floor) 12/29/22 1,131 1,121 1,097 (9)
First Lien Secured Debt - Revolver 8.00% (1M L+700, 1.00% Floor) 12/29/22 40 33 39 (9)(23)
First Lien Secured Debt - Revolver 8.45% (1M L+700, 1.00% Floor) 12/29/22 460 460 446 (9)(23)
16,048 15,784
PSI Services, LLC
Lifelong Learner Holdings, LLC First Lien Secured Debt 6.75% (1M L+575, 1.00% Floor) 10/19/26 32,865 32,234 31,334 (9)
First Lien Secured Debt - Revolver 6.75% (3M L+575, 1.00% Floor) 10/20/25 478 478 457 (9)(23)
First Lien Secured Debt - Revolver 6.87% (3M L+575, 1.00% Floor) 10/20/25 1,373 1,373 1,315 (9)(23)
First Lien Secured Debt - Revolver 7.33% (3M L+575, 1.00% Floor) 10/20/25 239 239 229 (9)(23)
First Lien Secured Debt - Revolver 7.71% (3M L+575, 1.00% Floor) 10/20/25 299 299 286 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/20/25 597 (55) (25) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 10/19/26 2,388 (18) (111) (8)(9)
(21)(23)
34,550 33,485
RA Outdoors, LLC (Active Outdoors)
RA Outdoors, LLC First Lien Secured Debt 5.82% (6M L+475, 1.00% Floor) 09/11/24 6,626 6,542 6,428 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/09/22 1,200 (12) (24) (8)(9)
(21)(23)
Second Lien Secured Debt 9.82% (6M L+875, 1.00% Floor) 09/11/25 31,950 31,404 30,352 (9)
37,934 36,756
Soliant
Soliant Holdings, LLC First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 12/31/26 18,064 17,715 17,587 (9)
First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 12/31/24 323 323 310 (9)(23)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/24 1,614 (37) (62) (8)(9)
(21)(23)
Soliant Health, Inc. Common Equity/Interests - Common Stock N/A N/A 300 Shares 300 300 (9)(13)
18,301 18,135
Transplace Holdings, Inc.
Transplace Holdings, Inc. Second Lien Secured Debt 9.82% (3M L+875, 1.00% Floor) 10/06/25 8,599 8,449 8,169
US Legal Support
US Legal Support Investment Holdings, LLC Common Equity/Interests - Series A-1 Units N/A N/A 631,972 Shares 632 623 (9)(13)
USLS Acquisition, Inc. First Lien Secured Debt 6.82% (6M L+575, 1.00% Floor) 12/02/24 24,498 24,111 23,630 (9)
First Lien Secured Debt - Revolver 6.82% (6M L+575) 12/02/24 1,522 1,497 1,436 (9)(23)
First Lien Secured Debt - Letters of Credit 5.75% 06/06/20 - 12/21/20 86 — (5) (8)(9)
(23)
26,240 25,684
Vertafore
Vertafore, Inc. First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/30/23 14,576 (1,121) (1,676) (8)(21)
(23)
First Lien Secured Debt - Letter of Credit 3.25% 01/17/21 424 — (49) (8)(23)
(1,121) (1,725)
Total Business Services $ 376,459 $ 360,631
Chemicals, Plastics & Rubber
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)
Carbonfree Caustic SPE LLC (4) First Lien Secured Debt 5.00% 12/31/24 $ 13,111 $ 13,111 $ 13,111
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC) (4) First Lien Secured Debt 3.00% 12/31/24 17,057 17,057 4,389
Carbonfree Chemicals Holdings LLC (4) Common Equity/Interests - Common Stock N/A N/A 1,446 Shares 30,886 15,105 (13)
Carbonfree Chemicals SA LLC (4) Common Equity/Interests - Class B Units N/A N/A 1,313 Shares 15,403 — (13)
76,457 32,605
Niacet Corporation
Hare Bidco, Inc. Second Lien Secured Debt 9.75% (1M E+875) 08/01/24 € 13,574 14,506 14,671
Westfall Technik, Inc.
Westfall Technik, Inc. First Lien Secured Debt 7.20% (3M L+575, 1.00% Floor) 09/13/24 15,268 15,033 14,839 (9)
First Lien Secured Debt 7.02% (3M L+575, 1.00% Floor) 09/13/24 671 665 653 (9)
First Lien Secured Debt - Revolver 7.21% (3M L+550, 1.00% Floor) 09/13/24 135 105 131 (9)(23)
First Lien Secured Debt - Revolver 8.00% (P+475) 09/13/24 1,885 1,885 1,831 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 09/13/24 12,829 (112) (360) (8)(9)
(21)(23)
17,576 17,094
Total Chemicals, Plastics & Rubber $ 108,539 $ 64,370
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Construction & Building
Englert
Gutter Buyer, Inc. First Lien Secured Debt 7.25% (1M L+625, 1.00% Floor) 03/06/25 $ 26,915 $ 26,479 $ 25,873 (9)
First Lien Secured Debt - Revolver 8.50% (P+525) 03/06/24 2,727 2,674 2,621 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 03/06/25 2,045 (42) (79) (8)(9)
(21)(23)
Gutter Holdings, LP Common Equity/Interests - Common Stock N/A N/A 500 Shares 500 558 (9)(13)
Total Construction & Building $ 29,611 $ 28,973
Consumer Goods – Durable
A&V
A&V Holdings Midco, LLC First Lien Secured Debt 5.75% (3M L+475, 1.00% Floor) 03/10/27 $ 11,137 $ 11,027 $ 11,027
First Lien Secured Debt - Revolver 5.50% (1M L+450, 1.00% Floor) 03/10/25 813 813 805 (23)
First Lien Secured Debt - Revolver 5.50% (3M L+450, 1.00% Floor) 03/10/25 90 90 89 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/10/25 602 (134) (6) (8)(21)
(23)
11,796 11,915
Dan Dee
Project Comfort Buyer, Inc. First Lien Secured Debt 8.00% (6M L+700, 1.00% Floor) 02/03/25 26,283 25,665 24,969 (9)
First Lien Secured Debt 9.25% (P+600) 02/03/25 867 846 823 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/01/24 3,461 (80) (173) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 02/03/25 2,308 (28) (115) (8)(9)
(21)(23)
Preferred Equity - Preferred Stock N/A N/A 461,538 Shares 462 231 (9)(13)
26,865 25,735
Hayward Industries, Inc.
Hayward Industries, Inc. Second Lien Secured Debt 9.24% (1M L+825) 08/04/25 21,919 21,693 20,639
KDC
KDC US Holdings First Lien Secured Debt - Revolver 5.50% (P+225) 12/21/23 5,731 5,732 5,173 (23)
First Lien Secured Debt - Unfunded Revolver 0.25% Unfunded 12/21/23 214 — (22) (8)(21)
(23)
First Lien Secured Debt - Letters of Credit 3.25% 11/06/20 - 03/08/21 65 — (6) (8)(23)
First Lien Secured Debt - Letter of Credit 3.25% 02/05/21 £ 10 — — (8)(23)
5,732 5,145
KLO Holdings, LLC
9357-5991 Quebec Inc. First Lien Secured Debt 11.82% (3M L+775 Cash plus 2.00% PIK) 04/07/22 9,562 8,653 2,118 (13)(14)
KLO Acquisition LLC First Lien Secured Debt 11.82% (3M L+775 Cash plus 2.00% PIK) 04/07/22 5,373 4,838 30 (13)(14)
13,491 2,148
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
NSi Industries
Wildcat BuyerCo, Inc. First Lien Secured Debt 7.14% (3M L+550, 1.00% Floor) 02/27/26 6,087 5,946 5,946
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/27/26 717 (16) (16) (8)(21)
(23)
First Lien Secured Debt - Letter of Credit 5.50% 08/30/20 8 — — (23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 02/27/26 3,188 (35) (72) (8)(21)
(23)
Wildcat Parent LP Common Equity/Interests - Common Stock N/A N/A 1,000 Shares 100 100 (13)
5,995 5,958
Liqui-Box
Liqui-Box Holdings, Inc. First Lien Secured Debt - Revolver 5.95% (3M L+450, 1.00% Floor) 02/26/25 475 475 470 (23)
First Lien Secured Debt - Revolver 5.50% (3M L+450, 1.00% Floor) 02/26/25 712 712 705 (23)
First Lien Secured Debt - Revolver 5.73% (3M L+450, 1.00% Floor) 02/26/25 1,186 1,186 1,175 (23)
First Lien Secured Debt - Revolver 5.77% (3M L+450, 1.00% Floor) 02/26/25 712 712 705 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 02/26/25 401 (35) (4) (8)(21)
(23)
First Lien Secured Debt - Letters of Credit 4.50% 09/27/20 - 10/01/20 32 — — (23)
First Lien Secured Debt - Letter of Credit 4.50% 06/30/21 € 42 — — (23)
3,050 3,051
Sorenson Holdings, LLC
Sorenson Holdings, LLC Common Equity/Interests - Membership Interests N/A N/A 587 Shares — 418 (10)(13)
Total Consumer Goods – Durable $ 88,622 $ 75,009
Consumer Goods – Non-durable
3D Protein
Protein For Pets Opco, LLC First Lien Secured Debt 6.00% (1M L+500, 1.00% Floor) 11/28/25 $ 12,717 $ 12,495 $ 12,399 (9)
First Lien Secured Debt - Revolver 6.22% (3M L+500, 1.00% Floor) 05/31/24 444 444 433 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/31/24 1,775 (48) (44) (8)(9)
(21)(23)
12,891 12,788
Beauty Industry Group (BIG)
BIG Buyer, LLC First Lien Secured Debt 7.57% (6M L+650, 1.00% Floor) 11/20/23 22,368 21,889 21,504 (9)
First Lien Secured Debt - Revolver 7.57% (6M L+650, 1.00% Floor) 11/20/23 120 120 114 (9)(23)
First Lien Secured Debt - Revolver 7.50% (1M L+650, 1.00% Floor) 11/20/23 602 602 570 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/20/23 1,083 (39) (57) (8)(9)
(21)(23)
22,572 22,131
DMC
Lion Cashmere Midco Limited First Lien Secured Debt 6.75% (6M L+575, 1.00% Floor) 03/21/25 13,053 12,863 11,969 (9)(17)
First Lien Secured Debt - Revolver 5.75% (3M E+525) 03/21/24 € 356 392 357 (9)(17)
(23)
First Lien Secured Debt - Revolver 5.75% (6M E+525) 03/21/24 € 605 655 608 (9)(17)
(23)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Revolver 5.86% (6M GBPL+525) 03/21/24 € 225 247 226 (9)(17)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 2.01% Unfunded 03/21/25 € 2,371 (39) (216) (8)(9)
(17)(21)
(23)
14,118 12,944
Olaplex
Olaplex, Inc. First Lien Secured Debt 7.50% (1M L+650, 1.00% Floor) 01/08/26 26,200 25,696 25,696 (9)
First Lien Secured Debt - Revolver 7.50% (1M L+650, 1.00% Floor) 01/08/25 3,800 3,727 3,724 (9)(23)
29,423 29,420
Sequential Brands Group, Inc.
Sequential Brands Group, Inc. Second Lien Secured Debt 9.75% (1M L+875) 02/07/24 12,965 $ 12,882 $ 12,289 (17)
Total Consumer Goods – Non-durable $ 91,886 $ 89,572
Consumer Services
1A Smart Start LLC
1A Smart Start LLC Second Lien Secured Debt 9.32% (3M L+825, 1.00% Floor) 08/22/22 $ 25,100 $ 24,842 $ 24,282
Clarus Commerce
Marlin DTC-LS Midco 2, LLC First Lien Secured Debt 6.57% (6M L+550, 1.00% Floor) 07/01/25 9,245 9,103 8,806
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 07/01/25 685 (10) (33) (8)(21)
(23)
9,093 8,773
First Heritage
First Heritage Credit, LLC First Lien Secured Debt 6.33% (1M L+475) 04/02/22 18,450 18,340 17,959 (9)
First Lien Secured Debt - Revolver 7.08% (1M L+550) 04/02/22 517 517 504 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/02/22 3,233 (25) (83) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 04/02/22 7,800 (65) (207) (8)(9)
(21)(23)
18,767 18,173
Only About Children
Nemo (BC) Bidco Pty Ltd First Lien Secured Debt 6.75% (1M BBSW+575, 1.00% Floor) 04/06/24 A$ 6,768 4,923 3,894 (17)
First Lien Secured Debt - Unfunded Delayed Draw 2.59% Unfunded 04/06/24 A$ 232 (7) (9) (8)(17)
(21)(23)
4,916 3,885
Paper Source
Paper Source, Inc. First Lien Secured Debt 8.78% (3M L+700, 1.00% Floor) 05/22/24 11,620 11,427 10,981 (9)
First Lien Secured Debt - Revolver 9.25% (P+600) 05/22/24 1,890 1,890 1,786 (9)(23)
First Lien Secured Debt - Revolver 8.70% (3M L+700, 1.00% Floor) 05/22/24 205 154 194 (9)(23)
First Lien Secured Debt - Revolver 8.74% (3M L+700, 1.00% Floor) 05/22/24 411 411 388 (9)(23)
First Lien Secured Debt - Revolver 8.83% (3M L+700, 1.00% Floor) 05/22/24 205 205 194 (9)(23)
First Lien Secured Debt - Revolver 8.85% (3M L+700, 1.00% Floor) 05/22/24 370 370 350 (9)(23)
14,457 13,893
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Pinstripe Holdings, LLC
Pinstripe Holdings, LLC First Lien Secured Debt 7.08% (6M L+600, 1.00% Floor) 01/17/25 6,930 6,819 6,547
The Club Company
Eldrickco Limited First Lien Secured Debt 6.04% (3M GBPL+550, 0.50% Floor) 11/21/25 £ 750 938 869 (9)(17)
First Lien Secured Debt 6.23% (3M GBPL+550, 0.50% Floor) 11/21/25 £ 9,914 12,376 11,336 (9)(17)
First Lien Secured Debt - Revolver 5.52% (3M GBPL+500, 0.50% Floor) 05/21/25 £ 345 394 394 (9)(17)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.93% Unfunded 11/21/25 £ 3,991 (104) (326) (8)(9)
(17)(21)
(23)
13,604 12,273
Tidewater Consumer Receivables, LLC
Tidewater Consumer Receivables, LLC First Lien Secured Debt 7.33% (1M L+575) 12/28/23 11,333 11,248 11,090 (9)(17)
First Lien Secured Debt - Revolver 7.33% (1M L+575) 12/28/23 1,537 1,537 1,504 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 0.00% Unfunded 12/28/23 130 (9) (3) (8)(9)
(17)(21)
(23)
12,776 12,591
US Auto
U.S. Auto Finance, Inc. First Lien Secured Debt 6.33% (3M L+475) 04/17/22 20,893 20,824 20,351 (9)
First Lien Secured Debt - Revolver 7.08% (3M L+550) 04/17/22 3,052 3,052 2,973 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/17/22 16,948 (71) (441) (8)(9)
(21)(23)
23,805 22,883
Total Consumer Services $ 129,079 $ 123,300
Containers, Packaging & Glass
TricorBraun Holdings, Inc.
TricorBraun Holdings, Inc. First Lien Secured Debt - Revolver 4.05% (1M L+325) 11/30/21 $ 1,500 $ 1,500 $ 1,478 (23)
First Lien Secured Debt - Revolver 5.50% (P+225) 11/30/21 3,750 3,750 3,695 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/30/21 375 (169) (6) (8)(21)
(23)
Total Containers, Packaging & Glass $ 5,081 $ 5,167
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 06/11/24 $ 45 $ 3 $ 44 (9)(23)
First Lien Secured Debt - Revolver 6.72% (3M L+550, 1.00% Floor) 06/11/24 2,227 2,227 2,152 (9)(23)
Peer Advisors, LLC First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 06/11/24 21,875 21,461 21,138 (9)
23,691 23,334
Exeter Property Group, LLC
Exeter Property Group, LLC First Lien Secured Debt 6.08% (1M L+450) 08/28/24 4,772 4,714 4,618 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/28/24 192 (2) (6) (8)(9)
(21)(23)
4,712 4,612
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Flock Financial, LLC
Flock SPV I, LLC First Lien Secured Debt 8.08% (1M L+650) 08/30/22 13,067 13,018 12,788 (9)(17)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/30/22 1,333 (8) (28) (8)(9)
(17)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 08/30/22 5,600 (64) (119) (8)(9)
(17)(21)
(23)
12,946 12,641
Golden Bear
Golden Bear 2016-R, LLC (4) Structured Products and Other - Membership Interests N/A 09/20/42 — 16,729 9,748 (3)(17)
Purchasing Power, LLC
Purchasing Power Funding I, LLC First Lien Secured Debt - Revolver 8.08% (1M L+650) 01/24/22 4,608 4,608 4,529 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/24/22 4,504 — (77) (8)(9)
(21)(23)
4,608 4,452
Taupo River II, LLC
Taupo River II, LLC First Lien Secured Debt 7.16% (3M L+525, 1.00% Floor) 06/08/20 14,000 13,993 13,966 (9)(17)
Ten-X, LLC
Ten-X, LLC First Lien Secured Debt - Revolver 4.00% (1M L+325) 09/29/22 3,120 3,120 2,911 (23)
First Lien Secured Debt - Revolver 4.19% (1M L+325) 09/29/22 1,560 1,350 1,455 (23)
4,470 4,366
Total Diversified Investment Vehicles, Banking, Finance, Real Estate $ 81,149 $ 73,119
Education
NFA Group
SSCP Spring Bidco Limited First Lien Secured Debt 6.94% (6M GPBL+625, 0.50% Floor) 07/30/25 £ 535 $ 641 $ 634 (9)(17)
First Lien Secured Debt 6.99% (6M GBPL+625, 0.50% Floor) 07/30/25 £ 28,370 33,983 33,627 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 1.88% Unfunded 07/30/25 £ 1,095 (29) (60) (8)(9)
(17)(21)
(23)
Total Education $ 34,595 $ 34,201
Energy – Electricity
AMP Solar Group, Inc.
AMP Solar Group, Inc. (4) Common Equity/Interests - Class A Common Unit N/A N/A 243,646 Shares $ 10,000 $ 8,736 (13)(17)
Renew Financial LLC (f/k/a Renewable Funding, LLC)
AIC SPV Holdings II, LLC (4) Preferred Equity - Preferred Stock N/A N/A 143 Shares 534 442 (15)(17)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4) Preferred Equity - Series B Preferred Stock N/A N/A 1,505,868 Shares 8,343 3,284 (13)
Preferred Equity - Series D Preferred Stock N/A N/A 436,689 Shares 5,568 2,101 (13)
Renew JV LLC (4) Common Equity/Interests - Membership Interests N/A N/A 893,336 Shares 893 914 (13)(17)
15,338 6,741
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited First Lien Secured Debt 4.00% 03/08/23 £ 5,562 7,637 3,787 (13)(14)
(17)
Preferred Equity - Preferred Stock N/A N/A 4,286 Shares 5,861 — (2)(13)
(17)
Common Equity - Ordinary Shares N/A N/A 2,825 Shares 4 — (2)(13)
(17)
13,502 3,787
Total Energy – Electricity $ 38,840 $ 19,264
Energy – Oil & Gas
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.) (5) Second Lien Secured Debt 10.00% PIK Toggle (8.00% Cash) 03/29/21 $ 37,234 $ 36,926 $ 14,711 (13)(14)
Common Equity/Interests - Common Stock N/A N/A 5,000,000 Shares 30,078 — (13)
67,004 14,711
Pelican
Pelican Energy, LLC (4) Common Equity/Interests - Membership Interests N/A N/A 1,444 Shares 16,822 2,411 (13)(16)
(17)
Spotted Hawk
SHD Oil & Gas, LLC (5) First Lien Secured Debt - Tranche C Note 12.00% 07/31/21 24,000 24,000 24,720
First Lien Secured Debt - Tranche A Note 4.00% (4.00% Cash plus 0.00% PIK) 07/31/21 45,457 44,998 22,495 (13)(14)
First Lien Secured Debt - Tranche B Note 3.00% PIK 07/31/21 84,484 44,380 — (13)(14)
Common Equity/Interests - Series A Units N/A N/A 7,600,000 Shares 1,411 — (13)(16)
114,789 47,215
Total Energy – Oil & Gas $ 198,615 $ 64,337
Environmental Industries
Denali
Dispatch Acquisition Holdings, LLC First Lien Secured Debt 7.27% (3M L+550, 1.00% Floor) 01/29/27 $ 16,342 $ 15,983 $ 15,983 (9)
First Lien Secured Debt - Revolver 7.28% (3M L+550, 1.00% Floor) 01/29/26 325 325 317 (9)(23)
First Lien Secured Debt - Revolver 7.27% (3M L+550, 1.00% Floor) 01/29/26 812 812 793 (9)(23)
First Lien Secured Debt - Revolver 7.75% (P+450) 01/29/26 325 325 317 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/29/26 1,786 (71) (40) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.75% Unfunded 01/29/27 5,411 (66) (122) (8)(9)
(21)(23)
17,308 17,248
Ortega National Parks
Ortega National Parks, LLC First Lien Secured Debt 6.32% (6M L+525, 1.00% Floor) 10/31/25 11,229 11,020 10,551 (9)
First Lien Secured Debt 6.52% (3M L+525, 1.00% Floor) 10/31/25 492 487 462 (9)
First Lien Secured Debt - Revolver 6.45% (3M L+525, 1.00% Floor) 10/31/25 1,503 1,465 1,411 (9)(23)
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Revolver 7.04% (3M L+525, 1.00% Floor) 10/31/25 273 273 257 (9)(23)
First Lien Secured Debt - Revolver 7.16% (3M L+525, 1.00% Floor) 10/31/25 273 273 257 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 10/31/25 6,202 (62) (375) (8)(9)
(21)(23)
13,456 12,563
Total Environmental Industries $ 30,764 $ 29,811
Food & Grocery
Bumble Bee Foods S.À R.L.
Bumble Bee Holdings Inc First Lien Secured Debt N/A 01/31/24 $ 443 $ — $ 430
Connors Bros Clover Leaf Seafoods Company First Lien Secured Debt N/A 01/31/24 126 — 122
Tonos US LLC First Lien Secured Debt 8.96% (3M L+725, 1.50% Floor) 01/31/24 15,123 15,319 14,670
Total Food & Grocery $ 15,319 $ 15,222
Healthcare & Pharmaceuticals
Altasciences, Inc.
9360-1367 Quebec Inc. First Lien Secured Debt 8.49% (3M CADL+625, 1.00% Floor) 06/09/23 $ 2,357 $ 1,734 $ 1,602 (9)(17)
First Lien Secured Debt 7.32% (6M L+625, 1.00% Floor) 06/09/23 $ 2,821 2,787 2,730 (9)(17)
First Lien Secured Debt 7.25% (1M L+625, 1.00% Floor) 06/09/23 19 19 18 (9)(17)
Altasciences US Acquistion, Inc. First Lien Secured Debt 7.32% (6M L+625, 1.00% Floor) 06/09/23 5,959 5,879 5,765 (9)
First Lien Secured Debt 7.25% (1M L+625, 1.00% Floor) 06/09/23 37 37 36 (9)
First Lien Secured Debt - Revolver 7.30% (3M L+625, 1.00% Floor) 06/09/23 392 392 379 (9)(23)
First Lien Secured Debt - Revolver 7.45% (3M L+625, 1.00% Floor) 06/09/23 456 456 441 (9)(23)
First Lien Secured Debt - Revolver 7.52% (3M L+625, 1.00% Floor) 06/09/23 570 570 552 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.25% Unfunded 06/09/23 7 (17) — (8)(9)
(11)(21)
(23)
11,857 11,523
American Veterinary Group
AVG Intermediate Holdings LLC First Lien Secured Debt 9.00% (1M L+800, 1.00% Floor) 02/08/24 11,759 11,642 11,097 (9)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 02/08/24 1,466 (113) (83) (8)(9)
(21)(23)
11,529 11,014
AmeriVet
Amerivet Partners Management, Inc. First Lien Secured Debt 7.75% (1M L+675, 1.00% Floor) 06/05/24 26,429 25,944 25,480 (9)
First Lien Secured Debt - Revolver 9.00% (P+575) 06/05/24 524 524 505 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/05/24 282 (14) (10) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 06/05/24 7,648 (95) (275) (8)(9)
(21)(23)
Amerivet Partners Parent LP Common Equity/Interests - Class D Partnership Units N/A N/A 13 Shares 125 144 (9)(13)
26,484 25,844
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Analogic
Analogic Corporation First Lien Secured Debt 6.25% (1M L+525, 1.00% Floor) 06/22/24 18,215 17,894 17,851 (9)
First Lien Secured Debt - Revolver 6.25% (1M L+525, 1.00% Floor) 06/22/23 157 157 153 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/22/23 1,670 (42) (33) (8)(9)
(21)(23)
18,009 17,971
BioClinica Holding I, LP
BioClinica Holding I, LP Second Lien Secured Debt 9.25% (1M L+825, 1.00% Floor) 10/21/24 24,612 24,303 23,345
BK Medical
BK Medical Holding Company, Inc. First Lien Secured Debt 6.25% (1M L+525, 1.00% Floor) 06/22/24 7,304 7,235 7,234 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 06/22/23 783 (7) (8) (8)(9)
(21)(23)
7,228 7,226
CARE Fertility
Royton Bidco Limited First Lien Secured Debt 6.29% (3M GBPL+575, 0.50% Floor) 05/09/25 £ 559 647 650 (9)(17)
First Lien Secured Debt 6.42% (3M GBPL+575, 0.50% Floor) 05/09/25 £ 15,588 19,794 18,130 (9)(17)
First Lien Secured Debt 6.48% (6M GBPL+575, 0.50% Floor) 05/09/25 £ 293 370 340 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 2.01% Unfunded 05/09/25 £ 3,559 (74) (274) (8)(9)
(17)(21)
(23)
20,737 18,846
Cerus
Cerus Corporation First Lien Secured Debt 7.25% (1M L+545, 1.80% Floor) 03/01/24 12,000 11,952 12,146 (9)(17)
First Lien Secured Debt - Revolver 5.55% (1M L+375, 1.80% Floor) 03/01/24 187 187 189 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/01/24 313 (1) — (9)(17)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 03/01/24 9,000 (36) — (9)(17)
(21)(23)
12,102 12,335
Dohmen Life Science Services
LSCS Holdings, Inc Second Lien Secured Debt 9.70% (3M L+825) 03/16/26 19,818 19,473 18,901
Emmes Corporation
Emmes Blocker, Inc. Common Equity/Interests - Common Stock N/A N/A 306 Shares 306 314 (9)(13)
The Emmes Company, LLC First Lien Secured Debt 6.58% (1M L+500, 1.00% Floor) 03/03/25 12,122 11,973 11,819 (9)
First Lien Secured Debt - Revolver 6.00% (1M L+500, 1.00% Floor) 03/03/25 2,449 2,419 2,388 (9)(23)
14,698 14,521
Genesis Healthcare, Inc.
Genesis Healthcare, Inc. First Lien Secured Debt 12.58% (1M L+1100, 1.00% Floor) 03/06/23 8,370 8,370 8,197 (9)
First Lien Secured Debt 7.58% (1M L+600, 0.50% Floor) 03/06/23 25,000 24,780 24,237 (9)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Revolver 7.58% (1M L+600, 0.50% Floor) 03/08/23 14,069 14,069 13,605 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/08/23 46,801 (462) (1,542) (8)(9)
(21)(23)
46,757 44,497
Gossamer
GB001, Inc. First Lien Secured Debt 8.15% (1M L+615, 2.00% Floor) 05/01/24 6,000 5,970 6,049 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 05/01/24 24,000 (196) — (9)(17)
(21)(23)
5,774 6,049
Health & Safety Institute
HSI Halo Acquisition, Inc. First Lien Secured Debt 6.75% (1M L+575, 1.00% Floor) 08/31/26 25,288 25,053 24,360 (9)
First Lien Secured Debt - Revolver 8.00% (P+475) 08/30/25 2,049 2,049 1,983 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/30/25 410 (22) (13) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 08/31/26 2,131 (38) (78) (8)(9)
(21)(23)
Common Equity/Interests - Common Stock N/A N/A 500 Shares 500 398 (9)(13)
27,542 26,650
IMA Group
IMA Group Management Company, LLC First Lien Secured Debt 6.57% (6M L+550, 1.00% Floor) 05/30/24 5,126 5,083 4,921
IM Acquirer LLC First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 05/30/24 289 287 277 (23)
5,370 5,198
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.) Common Equity/Interests - Partnership Interests N/A N/A 133 Shares 133 120 (9)(13)
Kure Pain Holdings, Inc. First Lien Secured Debt 6.50% (1M L+550, 1.00% Floor) 08/27/24 22,102 21,810 21,015 (9)
First Lien Secured Debt - Revolver 6.50% (1M L+550, 1.00% Floor) 08/27/24 2,654 2,619 2,522 (9)(23)
24,562 23,657
Lanai Holdings III, Inc. (Patterson Medical)
Lanai Holdings III, Inc. Second Lien Secured Debt 10.28% (3M L+1050 PIK, 1.00% Floor) 08/28/23 17,391 17,138 14,383
Mannkind Corporation
Mannkind Corporation First Lien Secured Debt 8.75% (1M L+675, 2.00% Floor) 08/01/24 13,867 13,806 13,639 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 08/01/24 12,133 (53) (199) (8)(9)
(21)(23)
13,753 13,440
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC First Lien Secured Debt 6.95% (3M L+550, 1.00% Floor) 11/22/23 24,476 24,107 23,754 (9)
First Lien Secured Debt - Revolver 7.75% (P+450) 11/22/22 779 779 760 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/22/22 779 (21) (19) (8)(9)
(21)(23)
24,865 24,495
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Medical Guardian
Medical Guardian, LLC First Lien Secured Debt 9.50% (1M L+850, 1.00% Floor) 12/31/24 34,286 33,635 33,600 (9)
First Lien Secured Debt - Revolver 9.50% (1M L+850, 1.00% Floor) 12/31/24 381 381 373 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/31/24 5,333 (108) (107) (8)(9)
(21)(23)
33,908 33,866
Orchard
Orchard Therapeutics plc First Lien Secured Debt 7.58% (1M L+600, 1.00% Floor) 05/24/24 8,333 8,299 8,257 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 05/24/24 16,667 (69) (153) (8)(9)
(17)(21)
(23)
8,230 8,104
Ovation Fertility
FPG Services, LLC First Lien Secured Debt 6.95% (3M L+550, 1.00% Floor) 06/13/25 12,537 12,319 11,820 (9)
First Lien Secured Debt - Revolver 6.50% (6M L+550, 1.00% Floor) 06/13/24 2,105 2,070 1,985 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 06/13/25 5,263 (46) (301) (8)(9)
(21)(23)
14,343 13,504
Partner Therapeutics, Inc
Partner Therapeutics, Inc First Lien Secured Debt 8.23% (1M L+665, 1.00% Floor) 01/01/23 10,000 9,896 9,945 (9)
Preferred Equity - Preferred Stock N/A N/A 55,556 Shares 333 333 (9)(13)
Warrants N/A N/A 33,333 Shares 135 88 (9)(13)
10,364 10,366
PHS
PHS Buyer, Inc. First Lien Secured Debt 6.70% (3M L+525, 1.00% Floor) 01/31/25 12,870 12,636 12,548 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 01/31/25 2,000 (36) (50) (8)(9)
(21)(23)
12,600 12,498
ProPharma
ProPharma Group Intermediate, LLC First Lien Secured Debt 6.74% (1M L+575, 0.50% Floor) 07/12/23 € 6,357 7,196 6,835
First Lien Secured Debt 6.74% (1M L+575, 0.50% Floor) 07/12/23 £ 4,220 5,490 5,128
First Lien Secured Debt 6.74% (1M L+575, 0.50% Floor) 07/12/23 11,358 11,276 11,132
First Lien Secured Debt - Revolver 7.20% (1M L+575, 0.50% Floor) 07/12/23 1,032 1,025 1,012 (23)
24,987 24,107
PTC Therapeutics, Inc
PTC Therapeutics, Inc First Lien Secured Debt 7.73% (1M L+615, 1.00% Floor) 05/01/21 7,389 7,379 7,463 (9)(17)
Radius Health
Radius Health, Inc. First Lien Secured Debt 7.75% (1M L+575, 2.00% Floor) 06/01/24 3,000 2,993 2,993 (9)(17)
First Lien Secured Debt - Unfunded Revolver 0.00% Unfunded 06/01/24 2,000 (5) (5) (8)(9)
(17)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 06/01/24 13,500 — (33) (8)(9)
(17)(21)
(23)
2,988 2,955
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
RHA Health Services
Pace Health Companies, LLC First Lien Secured Debt 5.95% (3M L+450, 1.00% Floor) 08/02/24 547 538 525 (9)
First Lien Secured Debt - Revolver 5.50% (1M L+450, 1.00% Floor) 08/02/24 433 424 415 (9)(23)
First Lien Secured Debt - Letter of Credit 4.50% 12/10/20 68 — (3) (8)(9)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 08/02/24 3,950 (35) (163) (8)(9)
(21)(23)
927 774
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc. First Lien Secured Debt 7.23% (1M L+565, 1.50% Floor) 09/01/24 3,000 3,001 2,959 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 09/01/24 3,000 — (41) (8)(9)
(21)(23)
3,001 2,918
RiteDose Holdings I, Inc.
RiteDose Holdings I, Inc. First Lien Secured Debt 8.41% (3M L+650, 1.00% Floor) 09/13/23 14,662 14,387 14,114 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/13/22 2,000 (32) (57) (8)(9)
(21)(23)
14,355 14,057
Teladoc, Inc.
Teladoc, Inc. First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 07/14/20 1,306 (6) — (17)(21)
(23)
First Lien Secured Debt - Letters of Credit 7.25% 05/11/20 - 07/14/20 360 — — (17)(23)
(6) —
Wright Medical Group, Inc.
Wright Medical Group, Inc. First Lien Secured Debt 9.43% (1M L+785, 1.00% Floor) 12/23/21 6,667 6,603 6,733 (9)(17)
First Lien Secured Debt - Revolver 5.83% (1M L+425, 0.75% Floor) 12/23/21 7,666 7,666 7,724 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/23/21 50,667 (224) — (9)(17)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 12/23/21 11,667 (63) — (9)(17)
(21)(23)
13,982 14,457
Total Healthcare & Pharmaceuticals $ 479,239 $ 464,964
High Tech Industries
Acronis AG
Acronis AG First Lien Secured Debt 7.43% (1M L+585, 1.50% Floor) 12/18/24 $ 21,000 $ 20,901 $ 20,217 (9)(17)
American Megatrends
AMI US Holdings Inc. First Lien Secured Debt 6.83% (1M L+525, 1.00% Floor) 04/01/25 21,872 21,507 21,216 (9)
First Lien Secured Debt - Revolver 6.25% (1M L+525) 04/01/24 1,395 1,395 1,351 (9)(23)
First Lien Secured Debt - Revolver 6.32% (6M L+525) 04/01/24 698 698 675 (9)(23)
First Lien Secured Debt - Revolver 6.83% (1M L+525) 04/01/24 581 581 563 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/01/24 233 (46) (7) (8)(9)
(21)(23)
24,135 23,798
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Calero Holdings, Inc.
Telesoft Holdings, LLC First Lien Secured Debt 7.20% (3M L+575, 1.00% Floor) 12/16/25 22,727 22,240 21,723
First Lien Secured Debt - Revolver 6.75% (1M L+575, 1.00% Floor) 12/16/25 1,515 1,515 1,448 (23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/16/25 758 (49) (33) (8)(21)
(23)
23,706 23,138
ChargePoint
ChargePoint, Inc. First Lien Secured Debt 8.13% (1M L+655, 1.25% Floor) 06/01/23 10,500 10,432 10,321 (9)
ChyronHego Corporation
ChyronHego Corporation First Lien Secured Debt 7.43% (P+468) 3/9/20 3,725 3,725 3,650 (27)
First Lien Secured Debt 7.43% (P+468) 3/9/20 34,579 34,382 29,738 (18)(27)
First Lien Secured Debt 5.54% (1M L+390, 1.00% Floor) 3/9/20 34,753 30,630 31,625 (27)
First Lien Secured Debt - Revolver 5.54% (1M L+390, 1.00% Floor) 3/9/20 5,050 5,050 4,848 (23)(27)
First Lien Secured Debt - Unfunded Revolver 0.375% Unfunded 3/9/20 700 (678) (28) (8)(21)
(23)(27)
73,109 69,833
Digital Reasoning
Digital Reasoning Systems, Inc. First Lien Secured Debt 8.25% (1M L+625, 2.00% Floor) 08/01/24 3,750 3,721 3,630 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.00% Unfunded 08/01/24 1,250 (11) (40) (8)(9)
(21)(23)
Warrants N/A N/A 48,596 Shares — 48 (9)(13)
3,710 3,638
FiscalNote
FiscalNote, Inc. First Lien Secured Debt 9.00% (1M L+800, 1.00% Floor) 08/21/23 28,431 27,905 27,075 (9)
First Lien Secured Debt - Revolver 9.00% (1M L+800, 1.00% Floor) 08/21/23 3,867 3,867 3,654 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 08/21/23 2,508 (79) (138) (8)(9)
(21)(23)
Preferred Equity - Series F Preferred Stock N/A N/A 259,565 Shares 1,500 1,500 (9)(13)
33,193 32,091
GoHealth
Norvax, LLC First Lien Secured Debt 7.96% (3M L+650, 1.00% Floor) 09/15/25 31,659 30,939 30,222 (9)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 09/13/24 3,182 (71) (129) (8)(9)
(21)(23)
30,868 30,093
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc. First Lien Secured Debt 6.32% (3M L+525, 1.00% Floor) 06/06/25 14,737 14,517 13,439
LabVantage Solutions
LabVantage Solutions Inc. First Lien Secured Debt 9.15% (1M L+750, 1.00% Floor) 12/29/20 10,324 10,274 10,221
LabVantage Solutions Limited First Lien Secured Debt 8.50% (1M E+750, 1.00% Floor) 12/29/20 € 10,513 11,262 11,420 (17)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/29/20 € 3,435 (11) (38) (8)(17)
(21)(23)
21,525 21,603
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Magnitude Software
New Amsterdam Software BidCo LLC First Lien Secured Debt 5.00% (3M E+500, 1.00% Floor) 05/01/26 € 743 819 783 (9)
First Lien Secured Debt 6.77% (3M L+500, 1.00% Floor) 05/01/26 6,865 6,745 6,590 (9)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 05/01/26 2,250 (20) (90) (8)(9)
(21)(23)
7,544 7,283
MYCOM
Magnate Holding Corp. First Lien Secured Debt 7.32% (6M L+625, 1.00% Floor) 12/16/24 16,587 16,392 10,597 (9)(17)
First Lien Secured Debt - Revolver 7.32% (6M L+625, 1.00% Floor) 12/14/23 1,025 1,025 655 (9)(17)
(23)
First Lien Secured Debt - Revolver 7.23% (6M L+625, 1.00% Floor) 12/14/23 999 999 638 (9)(17)
(23)
First Lien Secured Debt - Revolver 7.90% (3M L+625, 1.00% Floor) 12/14/23 666 666 426 (9)(17)
(23)
First Lien Secured Debt - Unfunded Revolver 1.75% Unfunded 12/14/23 500 (37) (181) (8)(9)
(17)(21)
(23)
First Lien Secured Debt - Letter of Credit 5.00% 04/22/20 140 — (50) (8)(9)
(17)(23)
19,045 12,085
Omnitracs, LLC
Omnitracs, LLC First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/23/23 3,750 (201) (375) (8)(21)
(23)
Schlesinger Group
Schlesinger Global, LLC First Lien Secured Debt 7.45% (3M L+600, 1.00% Floor) 07/12/25 8,984 8,764 8,764 (9)
First Lien Secured Debt 7.00% (1M L+600, 1.00% Floor) 07/12/25 154 151 151 (9)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 07/12/25 846 (10) (21) (8)(9)
(21)(23)
8,905 8,894
Simeio
Simeio Group Holdings, Inc. First Lien Secured Debt 7.53% (3M L+575, 1.00% Floor) 01/30/26 8,654 8,528 8,528 (9)
First Lien Secured Debt - Revolver 7.20% (3M L+575, 1.00% Floor) 01/30/26 577 577 568 (9)(23)
First Lien Secured Debt - Revolver 8.00% (P+475) 01/30/26 577 577 568 (9)(23)
First Lien Secured Debt - Revolver 6.80% (3M L+575, 1.00% Floor) 01/30/26 577 552 568 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.75% Unfunded 01/30/26 4,615 (34) (69) (8)(9)
(21)(23)
10,200 10,163
Sirsi Corporation
Sirsi Corporation First Lien Secured Debt 5.75% (1M L+475, 1.00% Floor) 03/15/24 6,895 6,813 6,722 (9)
First Lien Secured Debt - Revolver 5.75% (1M L+475, 1.00% Floor) 03/15/24 43 43 42 (9)(23)
First Lien Secured Debt - Revolver 7.00% (P+375) 03/15/24 43 43 42 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 03/15/24 343 (5) (9) (8)(9)
(21)(23)
6,894 6,797
Springbrook
Springbrook Holding Company, LLC First Lien Secured Debt 7.20% (3M L+575, 1.00% Floor) 12/23/26 9,853 9,691 9,656
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/23/26 1,463 (25) (29) (8)(21)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.50% Unfunded 12/23/26 3,658 (34) (73) (8)(21)
(23)
9,632 9,554
Telestream Holdings Corporation
Telestream Holdings Corporation First Lien Secured Debt 7.61% (3M L +645, 1.00% Floor) 03/24/22 38,085 37,891 36,942 (18)
ZPower, LLC
ZPower, LLC First Lien Secured Debt L+600 07/01/22 6,716 6,853 2,066 (9)(13)
(14)
Warrants N/A N/A 29,630 Shares 48 — (9)(13)
6,901 2,066
Total High Tech Industries $ 362,907 $ 341,580
Hotel, Gaming, Leisure, Restaurants
Garden Fresh
GFRC Holdings LLC First Lien Secured Debt L+800 Cash (L+800 PIK Toggle) 02/01/22 $ 2,500 $ 2,500 $ 2,425 (13)(14)
Total Hotel, Gaming, Leisure, Restaurants $ 2,500 $ 2,425
Insurance
PGM Holdings Corporation
Turbo Buyer, Inc. First Lien Secured Debt 7.52% (1M L+600, 1.00% Floor) 12/02/25 11,942 11,660 11,524 (9)
First Lien Secured Debt - Revolver 7.00% (6M L+600, 1.00% Floor) 12/02/25 923 901 891 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 12/02/25 2,105 (25) (74) (8)(9)
(21)(23)
12,536 12,341
PIB Group
Ivy Finco Limited First Lien Secured Debt 5.27% (1M GBPL+500) 06/07/25 £ 12,131 $ 15,103 $ 14,154 (9)(17)
First Lien Secured Debt 5.73% (1M GBPL+500) 06/07/25 £ 2,657 3,348 3,100 (9)(17)
First Lien Secured Debt - Unfunded Delayed Draw 1.50% Unfunded 06/07/25 £ 2,712 (131) (198) (8)(9)
(17)(21)
(23)
18,320 17,056
Relation Insurance
AQ Sunshine, Inc. First Lien Secured Debt 7.42% (6M L+550, 1.00% Floor) 04/15/25 $ 17,008 16,773 16,354 (9)
First Lien Secured Debt - Revolver 7.42% (6M L+550, 1.00% Floor) 04/15/24 588 588 569 (9)(23)
First Lien Secured Debt - Revolver 6.57% (3M L+550, 1.00% Floor) 04/15/24 471 471 455 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 04/15/24 79 (19) (3) (8)(9)
(21)(23)
First Lien Secured Debt - Letter of Credit 5.50% 04/30/20 38 — (1) (8)(9)
(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 04/15/25 1,694 (79) (65) (8)(9)
(21)(23)
17,734 17,309
Risk Strategies
RSC Acquisition , Inc. First Lien Secured Debt 7.28% (3M L+550, 1.00% Floor) 11/02/26 16,121 15,832 15,468 (17)
First Lien Secured Debt 6.95% (3M L+550, 1.00% Floor) 11/02/26 1,003 1,010 962 (17)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/02/26 494 (9) (20) (8)(17)
(21)(23)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Letter of Credit 5.50% 04/07/20 5 — — (17)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 11/02/26 2,714 (86) (110) (8)(17)
(21)(23)
16,747 16,300
Total Insurance $ 65,337 $ 63,006
Manufacturing, Capital Equipment
AVAD, LLC
AVAD Canada Ltd. First Lien Secured Debt - Revolver 5.58% (1M L+400, 1.00% Floor) 10/02/23 $ 534 $ 534 $ 511 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/02/23 800 (14) (35) (8)(9)
(21)(23)
AVAD, LLC First Lien Secured Debt 9.33% (1M L+775, 1.00% Floor) 10/02/23 8,587 8,464 8,231 (9)
First Lien Secured Debt - Revolver 5.58% (1M L+400, 1.00% Floor) 10/02/23 10,086 10,086 9,649 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/02/23 8,580 (219) (372) (8)(9)
(21)(23)
18,851 17,984
Kauffman
Kauffman Holdco, LLC Common Equity/Interests - Class A Units N/A N/A 250,000 Shares 250 187 (9)(13)
Kauffman Intermediate, LLC First Lien Secured Debt 7.20% (3M L+575, 1.00% Floor) 05/08/25 16,839 16,552 16,275 (9)
First Lien Secured Debt - Revolver 6.97% (3M L+575, 1.00% Floor) 05/08/25 1,243 1,243 1,199 (9)(23)
First Lien Secured Debt - Revolver 7.50% (3M L+575, 1.00% Floor) 05/08/25 233 233 225 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 05/08/25 932 (44) (33) (8)(9)
(21)(23)
First Lien Secured Debt - Letter of Credit 5.75% 07/25/20 155 — (6) (8)(9)
(23)
18,234 17,847
MedPlast Holdings Inc.
MedPlast Holdings Inc. Second Lien Secured Debt 9.20% (3M L+775) 07/02/26 8,000 7,937 7,538
Total Manufacturing, Capital Equipment $ 45,022 $ 43,369
Media – Diversified & Production
New Wave Entertainment
NW Entertainment, Inc. First Lien Secured Debt 8.00% (1M L+700, 1.00% Floor) 08/16/24 $ 23,700 $ 23,285 $ 22,738 (9)
First Lien Secured Debt - Revolver 8.00% (1M L+700, 1.00% Floor) 08/16/24 2,400 2,400 2,297 (9)(23)
First Lien Secured Debt - Revolver 8.36% (1M L+700, 1.00% Floor) 08/16/24 600 548 574 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 08/16/24 3,000 (52) (122) (8)(9)
(21)(23)
26,181 25,487
Nitro World Entertainment
NWE OPCO LP First Lien Secured Debt 8.50% (1M L+650, 2.00% Floor) 12/19/22 5,000 4,977 4,755 (9)
Sonar Entertainment
Sonar Entertainment, Inc. First Lien Secured Debt 9.18% (1M L+760, 1.25% Floor) 11/15/21 8,058 7,981 7,917 (9)
First Lien Secured Debt - Revolver 9.18% (1M L+760, 1.25% Floor) 11/15/21 4,097 4,097 4,025 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 11/15/21 18,734 (216) (328) (8)(9)
(21)(23)
11,862 11,614
Total Media – Diversified & Production $ 43,020 $ 41,856
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
Metals & Mining
Magnetation, LLC
Magnetation, LLC First Lien Secured Debt 9.91% (6M L+800 Cash (PIK Toggle)) 12/31/19 $ 1,213 $ 581 $ — (13)(14)
(26)
Total Metals & Mining $ 581 $ —
Retail
IPS
SI Holdings, Inc. First Lien Secured Debt 7.45% (3M L+600, 1.00% Floor) 07/25/25 $ 31,641 $ 31,067 $ 30,420 (9)
First Lien Secured Debt - Revolver 7.45% (3M L+600, 1.00% Floor) 07/25/24 853 853 820 (9)(23)
First Lien Secured Debt - Revolver 7.20% (3M L+600, 1.00% Floor) 07/25/24 2,560 2,501 2,460 (9)(23)
34,421 33,700
Rapid Displays
Rapid Displays Acquisition Corporation First Lien Secured Debt 6.00% (1M L+500, 1.00% Floor) 07/01/25 440 432 423 (9)
First Lien Secured Debt 6.76% (3M L+500, 1.00% Floor) 07/01/25 10,385 10,203 9,991 (9)
First Lien Secured Debt 6.78% (3M L+500, 1.00% Floor) 07/01/25 577 571 555 (9)
First Lien Secured Debt - Revolver 7.25% (P+400) 07/01/25 2,308 2,267 2,214 (9)(23)
First Lien Secured Debt - Unfunded Delayed Draw 1.00% Unfunded 07/01/25 1,154 (15) (44) (8)(9)
(21)(23)
13,458 13,139
Total Retail $ 47,879 $ 46,839
Telecommunications
IPC Corporation
IPC Corporation First Lien Secured Debt 6.78% (3M L+500, 1.00% Floor) 08/06/21 $ 10,000 $ 9,959 $ 8,996 (9)
IPC Information Systems UK Holdings Limited First Lien Secured Debt 8.21% (3M L+650, 1.50% Floor) 08/06/21 843 815 789 (9)(17)
First Lien Secured Debt 8.24% (3M L+650, 1.50% Floor) 08/06/21 562 543 526 (9)(17)
11,317 10,311
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc. Second Lien Secured Debt 9.25% (1M L+825, 1.00% Floor) 11/01/25 12,878 12,788 10,817
Total Telecommunications $ 24,105 $ 21,128
Transportation – Cargo, Distribution
Dynamic Product Tankers (Prime), LLC
Dynamic Product Tankers, LLC (5) First Lien Secured Debt 8.94% (3M L+700) 06/30/23 $ 42,000 $ 41,870 $ 42,000 (17)
First Lien Secured Debt - Letters of Credit 2.25% 09/20/20 - 03/31/21 6,050 — — (17)(23)
Common Equity/Interests - Class A Units N/A N/A N/A 49,806 36,457 (13)(17)
(24)
91,676 78,457
Heniff and Superior
Heniff Holdco, LLC First Lien Secured Debt 7.25% (1M L+575, 1.00% Floor) 12/03/26 31,075 30,477 29,611 (9)
First Lien Secured Debt - Revolver 6.75% (1M L+575, 1.00% Floor) 12/03/24 327 327 315 (9)(23)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry / Company Investment Type Interest Rate (20) Maturity
Date Par / Shares (12) Cost (28) Fair
Value (1)(29)
First Lien Secured Debt - Revolver 7.25% (1M L+575, 1.00% Floor) 12/03/24 327 327 315 (9)(23)
First Lien Secured Debt - Revolver 6.80% (3M L+575, 1.00% Floor) 12/03/24 981 981 944 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 12/03/24 2,290 (73) (87) (8)(9)
(21)(23)
32,039 31,098
MSEA Tankers LLC
MSEA Tankers LLC (5) Common Equity/Interests - Class A Units N/A N/A N/A 61,950 59,735 (17)(25)
Total Transportation – Cargo, Distribution $ 185,665 $ 169,290
Wholesale
Banner Solutions
Banner Buyer, LLC First Lien Secured Debt 6.75% (1M L+575, 1.00% Floor) 10/31/25 $ 12,549 $ 12,345 $ 11,915 (9)
First Lien Secured Debt - Revolver 6.75% (1M L+575, 1.00% Floor) 10/31/25 1,548 1,548 1,469 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/31/25 387 (32) (20) (8)(9)
(21)(23)
First Lien Secured Debt - Unfunded Delayed Draw 0.75% Unfunded 10/31/25 5,484 (45) (277) (8)(9)
(21)(23)
Banner Parent Holdings, Inc Common Equity/Interests - Common Stock N/A N/A 5,000 Shares 500 331 (9)(13)
Total Wholesale $ 14,316 $ 13,418
Total Investments before Cash Equivalents $ 3,089,613 $ 2,785,433
J.P. Morgan U.S. Government Money Market Fund $ 37,301 $ 37,301 $ 37,301 (22)
Total Investments after Cash Equivalents $ 3,126,914 $ 2,822,734 (6)(7)
____________________
(1) Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (See Note 2 to the financial statements).
(2) Preferred and ordinary shares in Solarplicity UK Holdings Limited are GBP denominated equity investments.
(3) Denotes investments in which the Company owns greater than 25% of the equity, where the governing documents of each entity preclude the Company from exercising a controlling influence over the management or policies of such entity. The Company does not have the right to elect or appoint more than 25% of the directors or another party has the right to elect or appoint more directors than the Company and has the right to appoint certain members of senior management. Therefore, the Company has determined that these entities are not controlled affiliates. As of March 31, 2020, we had a 100% equity ownership interest in Golden Bear 2016-R, LLC.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
(4) Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of March 31, 2019 and March 31, 2020 along with transactions during the year ended March 31, 2020 in these affiliated investments are as follows:
Name of Issuer Fair Value at March 31, 2019 Gross Additions ● Gross Reductions ■ Net Change in Unrealized Gains (Losses) Fair Value at March 31, 2020 Net Realized Gains (Losses) Interest/Dividend/Other Income
AIC SPV Holdings II, LLC, Preferred Stock $ 440 $ — $ — $ 2 $ 442 $ — $ 94
AMP Solar Group, Inc., Class A Common Unit 6,236 — — 2,500 8,736 — —
Carbonfree Caustic SPE LLC, Term Loan — 13,111 — — 13,111 — 524
Carbonfree Chemicals SA LLC, Class B Units — 15,403 — (15,403) — — —
Carbonfree Chemicals Holdings LLC, Common Equity / Interest — 30,886 — (15,781) 15,105 — —
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC), Term Loan — 17,057 — (12,668) 4,389 — 318
Golden Bear 2016-R, LLC, Membership Interests 12,936 83 — (3,271) 9,748 — 1,192
Pelican Energy, LLC, Membership Interests 5,320 — (1,553) (1,356) 2,411 — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock 14,573 — — (11,289) 3,284 — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock 5,890 — — (3,789) 2,101 — —
Renew JV LLC, Membership Interests 2,296 4,216 (5,118) (480) 914 2,800 —
SquareTwo Financial Corp. (CA Holdings, Collect America, Ltd.) — — — — — 1,209 —
Solarplicity Group Limited, First Lien Term Loan 1,990 — (5,811) 3,821 — (4,740) —
$ 49,681 $ 80,756 $ (12,482) $ (57,714) $ 60,241 $ (731) $ 2,128
____________________
● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
(5) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Fair value as of March 31, 2019 and March 31, 2020 along with transactions during the year ended March 31, 2020 in these controlled investments are as follows:
Name of Issuer Fair Value at March 31, 2019 Gross Additions ● Gross Reductions ■ Net Change in Unrealized Gains (Losses) Fair Value at March 31, 2020 Net Realized Gains (Losses) Interest/Dividend/Other Income
Dynamic Product Tankers, LLC, Class A Units $ 36,879 $ — $ — $ (422) $ 36,457 $ — $ —
Dynamic Product Tankers, LLC, First Lien Term Loan 42,000 40 — (40) 42,000 — 3,969
Dynamic Product Tankers, LLC, Letters of Credit — — — — — — —
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Second Lien Term Loan 33,705 3,222 — (22,216) 14,711 — 3,221
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), First Lien Term Loan 9,000 — (9,000) — — — 416
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock 3,346 — — (3,346) — — —
Merx Aviation Finance, LLC, Membership Interests 54,281 — — (25,834) 28,447 — 2,500
Merx Aviation Finance, LLC, Revolver 371,200 13,100 (79,000) — 305,300 — 38,679
Merx Aviation Finance, LLC, Letters of Credit — — — — — — —
MSEA Tankers LLC, Class A Units 73,369 — (12,500) (1,135) 59,735 — 4,649
SHD Oil & Gas, LLC, Series A Units — — — — — — —
SHD Oil & Gas, LLC, Tranche A Note 46,821 — (460) (23,866) 22,495 — 1,400
SHD Oil & Gas, LLC, Tranche B Note 39,432 — — (39,432) — — —
SHD Oil & Gas, LLC, Tranche C Note 21,012 3,600 — 108 24,720 — 2,741
$ 731,045 $ 19,962 $ (100,960) $ (116,183) $ 533,865 $ — $ 57,575
____________________
● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
As of March 31, 2020, the Company had a 85%, 47%, 100%, 98% and 38% equity ownership interest in Dynamic Product Tankers, LLC; Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.); Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC ( f/k/a Spotted Hawk Development LLC), respectively.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
(6) Aggregate gross unrealized gain and loss for federal income tax purposes is $49,776 and $405,396, respectively. Net unrealized loss is $355,620 based on a tax cost of $3,178,354.
(7) Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 8 to the financial statements). As such, these securities are not available as collateral to our general creditors.
(8) The negative fair value is the result of the commitment being valued below par.
(9) These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 3 to the financial statements for discussion of the exemptive order from the SEC.)
(10) Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).
(11) The unused line fees of 0.25% are collected for the Unfunded Revolver, respectively from both Altasciences US Acquisition, Inc. and Altasciences/9360-1367 Quebec Inc. as each borrower has access to the respective lending facilities.
(12) Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), and Australian Dollar (“A$”) .
(13) Non-income producing security.
(14) Non-accrual status (See Note 2 to the financial statements).
(15) The underlying investments of AIC SPV Holdings II, LLC is a securitization in which the Company has a 14.25% ownership interest in the residual tranche.
(16) AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC and AIC Pelican Holdings, LLC are consolidated wholly-owned special purpose vehicles which only hold equity investments of the underlying portfolio companies and have no other significant assets or liabilities. AIC Spotted Hawk Holdings, LLC and AIC SHD Holdings, LLC hold equity investments in SHD Oil & Gas, LLC. AIC Pelican Holdings, LLC holds an equity investment in Pelican Energy, LLC.
(17) Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of March 31, 2020, non-qualifying assets represented approximately 17.23% of the total assets of the Company.
(18) In addition to the interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.
(19) The Company holds some warrants for this investment as part of the restructuring of the underlying portfolio company. The warrants have no cost and no fair value as of March 31, 2020.
(20) Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate or the prime rate. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively), EURIBOR loans are typically indexed to 90-day EURIBOR rates (3M E), Bank Bill Swap rates are typically index to 90-day Bank Bill Swap rates (3M BBSW), GBP LIBOR loans are typically indexed to 90-day GBP LIBOR rates (3M GBP L) and EUR LIBOR loans are typically indexed to 90-day EUR LIBOR rates (3M E L) at the borrower’s option. LIBOR and EURIBOR loans may be subject to interest floors. As of March 31, 2020, rates for 1M L, 2M L, 3M L, 6M L, 1M E, 3M E, 3M BBSW, 3M GBP L, 3M E L and Prime are 0.99%, 1.26%, 1.45%, 1.18%, (0.42%), (0.36%), 0.42%, 0.59%, (0.25%) and 3.25%, respectively.
(21) The rates associated with these undrawn committed revolvers and delayed draw term loans represent rates for commitment and unused fees.
(22) This security is included in the Cash and Cash Equivalents on the Statements of Assets and Liabilities.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
(23) As of March 31, 2020, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 10 to the financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.
Portfolio Company Total Commitment Drawn Commitment Letters of Credit Undrawn Commitment
A&V Holdings Midco, LLC $ 1,505 $ 903 $ — $ 602
Altasciences US Acquistion, Inc. 1,425 1,418 — 7
Amerivet Partners Management, Inc. 8,454 524 — 7,930
AMI US Holdings Inc. 2,907 2,674 — 233
Analogic Corporation 1,827 157 — 1,670
AQ Sunshine, Inc. 2,870 1,059 38 1,773
Arlington Industries Group Limited* 4,960 — — 4,960
AVAD Canada Ltd. 1,334 534 — 800
AVAD, LLC 18,666 10,086 — 8,580
AVG Intermediate Holdings LLC 1,466 — — 1,466
Banner Buyer, LLC 7,419 1,548 — 5,871
BIG Buyer, LLC 1,805 722 — 1,083
BK Medical Holding Company, Inc. 783 — — 783
Cerus Corporation 9,500 187 — 9,313
ChyronHego Corporation 5,750 5,050 — 700
Claritas, LLC 1,032 748 — 284
Compu-Link Corporation 2,272 2,272 — —
Continuum Global Solutions, LLC 20,000 8,791 — 11,209
Digital Reasoning Systems, Inc. 1,250 — — 1,250
Dispatch Acquisition Holdings, LLC 8,659 1,462 — 7,197
Dynamic Product Tankers, LLC 6,050 — 6,050 —
Eagle Foods Family Group, LLC 3,751 1,334 — 2,417
Education Personnel* 1,823 1,823 — —
EHL Merger Sub, LLC 4,155 1,662 — 2,493
Eldrickco Limited* 5,377 428 — 4,949
Erickson Inc 40,500 31,812 1,263 7,425
Exeter Property Group, LLC 192 — — 192
First Heritage Credit, LLC 11,550 517 — 11,033
FiscalNote, Inc. 6,375 3,867 — 2,508
Flock SPV I, LLC 6,933 — — 6,933
Florida Food Products, LLC 1,713 1,713 — —
FPG Services, LLC 7,368 2,105 — 5,263
GB001, Inc. 24,000 — — 24,000
Genesis Healthcare, Inc. 60,870 14,069 — 46,801
Gutter Buyer, Inc. 4,772 2,727 — 2,045
Heniff Holdco, LLC 3,925 1,635 — 2,290
HSI Halo Acquisition, Inc. 4,590 2,049 — 2,541
IM Acquirer LLC 289 289 — —
Ivy Finco Limited* 3,363 — — 3,363
Jacent Strategic Merchandising 3,500 3,500 — —
JF Acquisition, LLC 1,569 1,569 — —
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Portfolio Company Total Commitment Drawn Commitment Letters of Credit Undrawn Commitment
Kauffman Intermediate, LLC 2,563 1,476 155 932
KDC US Holdings* 6,023 5,731 78 214
Kure Pain Holdings, Inc. 2,654 2,654 — —
LabVantage Solutions Limited* 3,769 — — 3,769
Lifelong Learner Holdings, LLC 5,374 2,389 — 2,985
Lion Cashmere Midco Limited* 3,903 1,301 — 2,602
Liqui-Box Holdings, Inc.* 3,563 3,085 77 401
Magnate Holding Corp. 3,330 2,690 140 500
Mannkind Corporation 12,133 — — 12,133
Margaux Acquisition Inc. 6,062 1,601 — 4,461
Margaux UK Finance Limited* 2,350 667 — 1,683
Marlin DTC-LS Midco 2, LLC 685 — — 685
Maxor National Pharmacy Services, LLC 1,558 779 — 779
Medical Guardian, LLC 5,714 381 — 5,333
Merx Aviation Finance, LLC 305,477 305,300 177 —
Nemo (BC) Bidco Pty Ltd* 142 — — 142
New Amsterdam Software BidCo LLC* 2,250 — — 2,250
Newscycle Solutions, Inc. 500 500 — —
Norvax, LLC 3,182 — — 3,182
NW Entertainment, Inc. 6,000 3,000 — 3,000
Olaplex, Inc. 3,800 3,800 — —
Omnitracs, LLC 3,750 — — 3,750
Orchard Therapeutics plc 16,667 — — 16,667
Ortega National Parks, LLC 8,251 2,049 — 6,202
Pace Health Companies, LLC 4,451 433 68 3,950
Paper Source, Inc. 3,081 3,081 — —
PHS Buyer, Inc. 2,000 — — 2,000
PrimeFlight Aviation Services, Inc. 2,842 — — 2,842
Project Comfort Buyer, Inc. 5,769 — — 5,769
ProPharma Group Intermediate, LLC* 1,032 1,032 — —
Protein For Pets Opco, LLC 2,219 444 — 1,775
Purchasing Power Funding I, LLC 9,112 4,608 — 4,504
RA Outdoors, LLC 1,200 — — 1,200
Radius Health, Inc. 15,500 — — 15,500
Rapid Displays Acquisition Corporation 3,462 2,308 — 1,154
Rigel Pharmaceuticals, Inc. 3,000 — — 3,000
RiteDose Holdings I, Inc. 2,000 — — 2,000
Royton Bidco Limited* 4,413 — — 4,413
RSC Acquisition , Inc. 3,213 — 5 3,208
Schlesinger Global, LLC 846 — — 846
SI Holdings, Inc. 3,413 3,413 — —
Simeio Group Holdings, Inc. 6,346 1,731 — 4,615
Simplifi Holdings, Inc. 8,491 1,200 — 7,291
Sirsi Corporation 429 86 — 343
Soliant Holdings, LLC 1,937 323 — 1,614
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Portfolio Company Total Commitment Drawn Commitment Letters of Credit Undrawn Commitment
Sonar Entertainment, Inc. 22,831 4,097 — 18,734
Springbrook Holding Company, LLC 5,121 — — 5,121
SSCP Spring Bidco Limited* 1,358 — — 1,358
Teladoc, Inc. 1,666 — 360 1,306
Telesoft Holdings, LLC 2,273 1,515 — 758
Ten-X, LLC 4,680 4,680 — —
TGG TS Acquisition Company 1,750 500 — 1,250
The Emmes Company, LLC 2,449 2,449 — —
THLP CO. LLC 10,112 2,247 — 7,865
Tidewater Consumer Receivables, LLC 1,667 1,537 — 130
TNT Crust LLC 4,228 748 — 3,480
TricorBraun Holdings, Inc. 5,625 5,250 — 375
Truck-Lite Co., LLC 6,759 1,962 85 4,712
Turbo Buyer, Inc. 3,028 923 — 2,105
U.S. Auto Finance, Inc. 20,000 3,052 — 16,948
USLS Acquisition, Inc. 1,608 1,522 86 —
Vertafore, Inc. 15,000 — 424 14,576
Westfall Technik, Inc. 14,849 2,020 — 12,829
Wildcat BuyerCo, Inc. 3,913 — 8 3,905
Wright Medical Group, Inc. 70,000 7,666 — 62,334
Total Commitments $ 999,922 $ 505,464 $ 9,014 $ 485,444
____________________
* These investments are in a foreign currency and the total commitment has been converted to USD using the March 31, 2020 exchange rate.
(24) As of March 31, 2020, Dynamic Product Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-3 units which are identical except that Class A-1 unit is voting and Class A-3 unit is non-voting. The units entitle the Company to appoint three out of five managers to the board of managers.
(25) As of March 31, 2020, MSEA Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-2 units which are identical except that Class A-1 unit is voting and Class A-2 unit is non-voting. The units entitle the Company to appoint two out of three managers to the board of managers.
(26) This investment has matured but is still held for any potential future cash proceeds. No value has been attributed to these future recoveries.
(27) The maturity date for these investments are expected to be extended past March 31, 2020. The final terms of the extension are still under negotiation between the Company and the respective portfolio company.
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
(28) The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of March 31, 2020:
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing $ 39,282 $ 5,503 $ — $ — $ — $ — $ — $ 44,785
Aerospace & Defense 31,579 13,462 — — — — — 45,041
Automotive 41,171 23,489 — — — 2,064 — 66,724
Aviation and Consumer Transport 14,461 — — — — — — 14,461
Beverage, Food & Tobacco 96,973 — — — — 2,199 99,172
Business Services 223,967 150,982 — — 78 1,432 — 376,459
Chemicals, Plastics & Rubber 17,576 14,506 — — — — — 32,082
Construction & Building 29,111 — — — — 500 — 29,611
Consumer Goods – Durable 66,367 21,693 — — 462 100 — 88,622
Consumer Goods – Non-Durable 79,004 12,882 — — — — — 91,886
Consumer Services 104,237 24,842 — — — — — 129,079
Containers, Packaging & Glass 5,081 — — — — — — 5,081
Diversified Investment Vehicles, Banking, Finance, Real Estate 64,420 — — — — — — 64,420
Education 34,595 — — — — — 34,595
Energy – Electricity 7,637 — — — 5,861 4 — 13,502
Environmental Industries 30,764 — — — — — 30,764
Food & Grocery 15,319 — — — — — — 15,319
Healthcare & Pharmaceuticals 416,793 60,914 — — 333 1,064 135 479,239
High Tech Industries 361,359 — — — 1,500 — 48 362,907
Hotel, Gaming, Leisure, Restaurants 2,500 — — — — — — 2,500
Insurance 65,337 — — — — — — 65,337
Manufacturing, Capital Equipment 36,835 7,937 — — — 250 — 45,022
Media – Diversified & Production 43,020 — — — — — — 43,020
Metals & Mining 581 — — — — — — 581
Retail 47,879 — — — — — — 47,879
Telecommunications 11,317 12,788 — — — — — 24,105
Transportation – Cargo, Distribution 32,039 — — — — — — 32,039
Wholesale 13,816 — — — — 500 — 14,316
Total Non-Controlled / Non-Affiliated Investments $ 1,933,020 $ 348,998 $ — $ — $ 8,234 $ 8,113 $ 183 $ 2,298,548
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber $ 30,168 $ — $ — $ — $ — $ 46,289 $ — $ 76,457
Diversified Investment Vehicles, Banking, Finance, Real Estate — — — 16,729 — — — 16,729
Energy – Electricity — — — — 14,445 10,893 — 25,338
Energy – Oil & Gas — — — — — 16,822 — 16,822
Total Non-Controlled / Affiliated Investments $ 30,168 $ — $ — $ 16,729 $ 14,445 $ 74,004 $ — $ 135,346
Controlled Investments
Aviation and Consumer Transport $ 305,300 $ — $ — $ — $ — $ 15,000 $ — $ 320,300
Energy – Oil & Gas 113,378 36,926 — — — 31,489 — 181,793
Transportation – Cargo, Distribution 41,870 — — — — 111,756 — 153,626
Total Controlled Investments $ 460,548 $ 36,926 $ — $ — $ — $ 158,245 $ — $ 655,719
Total $ 2,423,736 $ 385,924 $ — $ 16,729 $ 22,679 $ 240,362 $ 183 $ 3,089,613
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
(29) The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of March 31, 2020:
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing $ 38,074 $ 4,882 $ — $ — $ — $ — $ — $ 42,956 4.2 %
Aerospace & Defense 30,902 12,353 — — — — — 43,255 4.2 %
Automotive 39,513 22,220 — — — 491 — 62,224 6.1 %
Aviation and Consumer Transport 13,984 — — — — — — 13,984 1.4 %
Beverage, Food & Tobacco 96,048 — — — — 2,368 — 98,416 9.6 %
Business Services 217,036 142,390 — — 78 1,127 — 360,631 35.2 %
Chemicals, Plastics & Rubber 17,094 14,671 — — — — — 31,765 3.1 %
Construction & Building 28,415 — — — — 558 — 28,973 2.8 %
Consumer Goods – Durable 53,621 20,639 — — 231 518 — 75,009 7.3 %
Consumer Goods – Non-durable 77,283 12,289 — — — — — 89,572 8.7 %
Consumer Services 99,018 24,282 — — — — — 123,300 12.0 %
Containers, Packaging & Glass 5,167 — — — — — — 5,167 0.5 %
Diversified Investment Vehicles, Banking, Finance, Real Estate 63,371 — — — — — — 63,371 6.2 %
Education 34,201 — — — — — — 34,201 3.3 %
Energy – Electricity 3,787 — — — — — — 3,787 0.4 %
Environmental Industries 29,811 — — — — — — 29,811 2.9 %
Food & Grocery 15,222 — — — — — — 15,222 1.5 %
Healthcare & Pharmaceuticals 406,941 56,627 — — 332 976 88 464,964 45.4 %
High Tech Industries 340,032 — — — 1,500 — 48 341,580 33.4 %
Hotel, Gaming, Leisure, Restaurants 2,425 — — — — — — 2,425 0.2 %
Insurance 63,006 — — — — — — 63,006 6.2 %
Manufacturing, Capital Equipment 35,644 7,538 — — — 187 — 43,369 4.2 %
Media – Diversified & Production 41,856 — — — — — — 41,856 4.1 %
Metals & Mining — — — — — — — — — %
Retail 46,839 — — — — — — 46,839 4.6 %
Telecommunications 10,310 10,818 — — — — — 21,128 2.1 %
Transportation – Cargo, Distribution 31,098 — — — — — — 31,098 3.0 %
Wholesale 13,087 — — — — 331 — 13,418 1.3 %
Total Non-Controlled / Non-Affiliated Investments $ 1,853,785 $ 328,709 $ — $ — $ 2,141 $ 6,556 $ 136 $ 2,191,327 213.9 %
% of Net Assets 181.0 % 32.1 % — % — % 0.2 % 0.6 % — % 213.9 %
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber $ 17,500 $ — $ — $ — $ — $ 15,105 $ — $ 32,605 3.2 %
Diversified Investment Vehicles, Banking, Finance, Real Estate — — — 9,748 — — — 9,748 1.0 %
Energy – Electricity — — — — 5,827 9,650 — 15,477 1.5 %
Energy – Oil & Gas — — — — — 2,411 — 2,411 0.2 %
Total Non-Controlled / Affiliated Investments $ 17,500 $ — $ — $ 9,748 $ 5,827 $ 27,166 $ — $ 60,241 5.9 %
% of Net Assets 1.7 % — % — % 1.0 % 0.6 % 2.6 % — % 5.9 %
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry First Lien - Secured Debt Second Lien - Secured Debt Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Controlled Investments
Aviation and Consumer Transport $ 305,300 $ — $ — $ — $ — $ 28,447 $ — $ 333,747 32.6 %
Energy – Oil & Gas 47,215 14,711 — — — — — 61,926 6.0 %
Transportation – Cargo, Distribution 42,000 — — — — 96,192 — 138,192 13.5 %
Total Controlled Investments $ 394,515 $ 14,711 $ — $ — $ — $ 124,639 $ — $ 533,865 52.1 %
% of Net Assets 38.5 % 1.4 % — % — % — % 12.2 % — % 52.1 %
Total $ 2,265,800 $ 343,420 $ — $ 9,748 $ 7,968 $ 158,361 $ 136 $ 2,785,433 271.9 %
% of Net Assets 221.2 % 33.5 % — % 1.0 % 0.8 % 15.4 % 0.0 % 271.9 %
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2020
(In thousands, except share data)
Industry Classification Percentage of Total Investments (at Fair Value) as of March 31, 2020
Healthcare & Pharmaceuticals 16.7%
Business Services 12.9%
Aviation and Consumer Transport 12.5%
High Tech Industries 12.3%
Transportation – Cargo, Distribution 6.1%
Consumer Services 4.4%
Beverage, Food & Tobacco 3.5%
Consumer Goods – Non-durable 3.2%
Consumer Goods – Durable 2.7%
Diversified Investment Vehicles, Banking, Finance, Real Estate 2.6%
Chemicals, Plastics & Rubber 2.3%
Energy – Oil & Gas 2.3%
Insurance 2.3%
Automotive 2.2%
Retail 1.7%
Manufacturing, Capital Equipment 1.6%
Aerospace & Defense 1.6%
Advertising, Printing & Publishing 1.5%
Media – Diversified & Production 1.5%
Education 1.2%
Environmental Industries 1.1%
Construction & Building 1.0%
Telecommunications 0.8%
Energy – Electricity 0.7%
Food & Grocery 0.5%
Wholesale 0.5%
Containers, Packaging & Glass 0.2%
Hotel, Gaming, Leisure, Restaurants 0.1%
Metals & Mining 0.0%
Total Investments 100.0%
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Note 1. Organization
Apollo Investment Corporation (the “Company,” “Apollo Investment,” “AIC,” “we,” “us,” or “our”), a Maryland corporation incorporated on February 2, 2004, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We commenced operations on April 8, 2004 receiving net proceeds of $870,000 from our initial public offering by selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through March 31, 2021, we have raised approximately $2,210,067 in net proceeds from additional offerings of common stock and repurchased common stock for $223,072.
Apollo Investment Management, L.P. (the “Investment Adviser” or “AIM”) is our investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM”). The Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of and provides investment advisory services to the Company.
Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.
Our investment objective is to generate current income and capital appreciation. We invest primarily in various forms of debt investments, including secured and unsecured debt, loan investments, and/or equity in private middle-market companies. We may also invest in the securities of public companies and in structured products and other investments such as collateralized loan obligations (“CLOs”) and credit-linked notes (“CLNs”). Our portfolio is comprised primarily of investments in debt, including secured and unsecured debt of private middle-market companies that, in the case of senior secured loans, generally are not broadly syndicated and whose aggregate tranche size is typically less than $250 million. Our portfolio may include equity interests such as common stock, preferred stock, warrants and/or options.
Note 2. Significant Accounting Policies
The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on Form 10-K, ASC 946, Financial Services — Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the financial statements for the periods presented, have been included.
Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies, the global outbreak of a novel coronavirus (COVID-19) during 2020, and any other parameters used in determining these estimates could cause actual results to differ materially.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The World Health Organization has designated COVID-19 as a pandemic, and numerous countries, including the United States, have declared national emergencies with respect to COVID-19. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19 have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading, and limiting operations of nonessential businesses. Such actions are creating disruption in global supply chains, and adversely impacting many industries. The outbreak has had and could continue to have a continued an adverse impact on economic and market conditions. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. The Company believes the estimates and assumptions underlying our financial statements are reasonable and supportable based on the information available as of March 31, 2021. However uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of March 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.
Cash and Cash Equivalents
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.
Cash and cash equivalents are carried at cost which approximates fair value. Cash equivalents held as of March 31, 2021 was $50,180. Cash equivalents held as of March 31, 2020 was $37,301.
Collateral on Option Contracts
Collateral on option contracts represents restricted cash held by our counterparty as collateral against our derivative instruments until such contracts mature or are settled upon per agreement of buyer and seller of the contract. In accordance with Accounting Standards Update No. 2016-18, Statement of Cash Flows: Restricted Cash , the Statements of Cash Flows outline the changes in cash, including both restricted and unrestricted cash, cash equivalents and foreign currencies. As of March 31, 2021 and March 31, 2020 the company did not hold any derivative contracts.
Investment Transactions
Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Statements of Assets and Liabilities.
Fair Value Measurements
The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may differ materially from the values that would be received upon an actual disposition of such investments.
Investment Valuation Process
Under procedures established by our Board of Directors, we value investments, including certain secured debt, unsecured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within the quarter before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount accreted/premium amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case such investments shall be valued at fair value as determined in good faith by or under the direction of our Board of Directors including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.
With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below:
1. Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser who are responsible for the portfolio investment.
2. Preliminary valuation conclusions are then documented and discussed with senior management of our Investment Adviser.
3. Independent valuation firms are engaged by our Board of Directors to conduct independent appraisals by reviewing our Investment Adviser’s preliminary valuations and then making their own independent assessment.
4. The Audit Committee of the Board of Directors reviews the preliminary valuation of our Investment Adviser and the valuation prepared by the independent valuation firms and responds, if warranted, to the valuation recommendation of the independent valuation firms.
5. The Board of Directors discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of our Investment Adviser, the applicable independent valuation firm, and the Audit Committee of the Board of Directors.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
6. For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.
Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Investment Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides an independent assessment of value. Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the year ended March 31, 2021, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.
Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value and realized gains or losses through current period earnings.
Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.
Exchange-traded derivatives which include put and call options are valued based on the last reported sales price on the date of valuation. Over-the-counter (“OTC”) derivatives, including credit default swaps, are valued by the Investment Adviser using quotations from counterparties. In instances where models are used, the value of the OTC derivative is derived from the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs, such as credit spreads.
As of March 31, 2021 and March 31, 2020 the company did not hold any derivative contracts.
Offsetting Assets and Liabilities
The Company has elected not to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a gross basis, even when derivatives are subject to master netting agreements. The Company’s disclosures regarding offsetting are discussed in Note 7 to the financial statements.
As of March 31, 2021 and March 31, 2020 the company did not hold any derivative contracts.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Valuation of Other Financial Assets and Financial Liabilities
ASC 825, Financial Instruments , permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 8 to the financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.
Realized Gains or Losses
Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.
Investment Income Recognition
The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments, may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.
Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on non-accrual designated investments may be recognized as income or applied to principal depending upon management’s judgment.
Loan origination fees, original issue discount (“OID”), and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable. Upon the prepayment of a loan, prepayment premiums, any unamortized loan origination fees, OID, or market discounts are recorded as interest income. Other income generally includes amendment fees, bridge fees, and structuring fees which are recorded when earned.
The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Such assumptions include the rate and timing of principal and interest receipts (which may be subject to prepayments and defaults) of the underlying pool of assets. These assumptions are updated on at least a quarterly basis to reflect changes related to a particular security, actual historical data, and market changes. A structured product investment typically has an underlying pool of assets. Payments on structured product investments are and will be payable solely from the cash flows from such assets. As such, any unforeseen event in these underlying pools of assets might impact the expected recovery of principal and future accrual of income.
Expenses
Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, directors’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Financing Costs
The Company records expenses related to shelf filings and applicable offering costs as deferred financing costs in the Statements of Assets and Liabilities. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of capital upon utilization, in accordance with ASC 946-20-25, or charged to expense if no offering is completed.
The Company records origination and other expenses related to its debt obligations as deferred financing costs. The deferred financing cost for all outstanding debt is presented as a direct deduction from the carrying amount of the related debt liability, except that incurred under the Senior Secured Facility (as defined in Note 8 to the financial statements), which the Company presents as an asset on the Statements of Assets and Liabilities. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation which approximates the effective yield method. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Senior Secured Facility (as defined in Note 8 to the financial statements), any unamortized deferred financing costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our senior secured notes and senior unsecured notes, any unamortized deferred financing costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
Foreign Currency Translations
The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.
Dividends and Distributions
Dividends and distributions to common stockholders are recorded as of the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Share Repurchases
In connection with the Company’s share repurchase program, the cost of shares repurchased is charged to net assets on the trade date.
Federal and State Income Taxes
We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through March 31, 2021 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ending March 31, 2021. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits attributable to non-RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.
We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. As of March 31, 2021, there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal. Our tax returns for each of our federal tax years since 2017 remain subject to examination by the Internal Revenue Service.
Retroactive Adjustments for Common Stock Reverse Split
The Company’s Board of Directors approved a one-for-three reverse stock split of the Company’s common stock on October 30, 2018 which was effective as of close of business November 2018 (the “Reverse Stock Split”). All common share and common per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split as disclosed in Note 9 .
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is evaluating the potential impact that the adoption of this guidance will have on the Company’s financial statements.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
SEC Disclosure Update and Simplification
In August 2020, the U.S. Securities and Exchange Commission (“SEC”) issued Final Rule Release No. 33-10825 and No.34-89670, collectively referred to as 'Modernization of Regulation S-X Items 101, 103 and 105’. These rules amend certain SEC disclosure requirements to improve disclosure for investors and to simplify compliance for registrants, including new requirements for human capital disclosures and a summary of risk factors. The final rules were effective for all filings on or after November 9, 2020. The Company has evaluated the impact of the amendments and determined the effect of the adoption of the simplification rules on the financial statements were limited to the modification of certain disclosures.
On May 21, 2020, the SEC revised its measure of “significant subsidiary” set forth in Rule 1-02(w)(2) for investment companies. The new definition includes an alternative income measure to determine a “significant subsidiary”. The final rule was effective on January 1, 2021. The Company has implemented this new rule for the current period. See Note 5 to the financial statements for more information on the Company’s unconsolidated significant subsidiaries.
In November 2020, the SEC issued Final Rule Release No. 33-10890, which amended certain SEC disclosure requirements to primarily enhance and simplify Management’s Discussion and Analysis and supplementary financial information. The final rule is effective for all filings on or after February 10, 2021. The Company has implemented this new rule for the current period.
In December 2020, The SEC adopted Rule 2a-5. The Rule establishes a consistent, principles-based framework for boards of directors to use in creating their own specific processes in order to determine fair values in good faith. The effective date for compliance with Rule 2a-5 is September 8, 2022. The Company is evaluating the potential impact that the rule will have on the Company’s financial statements.
Note 3. Related Party Agreements and Transactions
Investment Advisory Agreement with AIM
The Company has an investment advisory management agreement with the Investment Adviser (the “Investment Advisory Agreement”) under which AIM receives a fee from the Company, consisting of two components — a base management fee and a performance-based incentive fee.
Base Management Fee
Effective April 1, 2018, the base management fee is calculated initially at an annual rate of 1.50% (0.375% per quarter) of the lesser of (i) the average of the value of the Company’s gross assets, net of average of any payable for investments (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters and (ii) the average monthly value (measured as of the last day of each month) of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) during the most recently completed calendar quarter; provided, however, in each case, the base management fee is calculated at an annual rate of 1.00% (0.250% per quarter) of the average of the value of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (A) 200% and (B) the value of the Company’s net asset value at the end of the prior calendar quarter. The base management fee will be payable quarterly in arrears. The value of the Company’s gross assets shall be calculated in accordance with the Company's valuation policies.
Performance-based Incentive Fee
The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below:
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
A. Incentive Fee based on Income
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income - (April 1, 2017 - December 31, 2018)
The first part of the incentive fee is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter at an annual rate of 20%. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calender quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee on Income and the Incentive Fee on Capital Gains). Pre-incentive fee net investment income does not include any realized or unrealized gains or losses. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the rate of 1.75% per quarter (7% annualized) (the “performance threshold”). For the period from April, 2017 through December 31, 2018, if the resulting incentive fee rate was less than 20% due to the incentive fee waiver discussed below, the percentage at which the Investment Adviser’s 100% catch-up is complete would also be reduced ratably from 2.1875% (8.75% annualized) to as low as 2.06% (8.24% annualized) (“catch-up threshold”).
The Company pays the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the performance threshold; and (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds 1.75% but does not exceed the catch-up threshold in any calendar quarter; and (3) for the period from April 1, 2017 through December 31, 2018, 15% to 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds the catch-up threshold in any calendar quarter. These calculations are appropriately prorated for any period of less than three months. The effect of the fee calculation described above is that if pre-incentive fee net investment income is equal to or exceeds the catch-up threshold, the Investment Adviser will receive a fee of 15% to 20% of our pre-incentive fee net investment income for the quarter.
Incentive Fee Waiver
For the period from April 1, 2018 through December 31, 2018, the Investment Adviser has agreed to waive 25% of its performance based incentive fee so that the incentive fee on pre-incentive fee net investment income is accrued at 15%.
(ii) Incentive Fee on Pre-Incentive Fee Net Income - effective from January 1, 2019
Beginning January 1, 2019, the incentive fee on pre-incentive fee net investment income will be determined and paid quarterly in arrears by calculating the amount by which (x) the aggregate amount of the pre-incentive fee net investment income with respect of the current calendar quarter and each of the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after April 1, 2018 (the “trailing twelve quarters”) exceeds (y) the preferred return amount in respect of the trailing twelve quarters.
The preferred return amount will be determined on a quarterly basis, and will be calculated by summing the amounts obtained by multiplying 1.75% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant trailing twelve quarters. The preferred return amount will be calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for Company capital issuances and distributions during the applicable calendar quarter.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The amount of the Incentive Fee on Income that will be paid to the Investment Adviser for a particular quarter will equal the excess of the incentive fee on pre-incentive fee net investment income, so calculated less the aggregate incentive fee on pre-incentive fee net investment income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters comprising the relevant trailing twelve quarters.
The Company will pay the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
(1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income for the trailing twelve quarters does not exceed the preferred return amount.
(2) 100% of our pre-incentive fee net investment income for the trailing twelve quarters, if any, that exceeds the preferred return amount but is less than or equal to an amount (the “catch-up amount”) determined by multiplying 2.1875% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant trailing twelve quarters.
(3) for any quarter in which the Company’s pre-incentive fee net investment income for the trailing twelve quarters exceeds the catch-up amount, the incentive fee shall equal 20% of the amount of the Company’s pre-incentive fee net investment income for such trailing twelve quarters.
The Incentive Fee on Income as calculated is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant trailing twelve quarters less (b) the aggregate Incentive Fees on Income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant trailing twelve quarters.
For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant trailing twelve quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the trailing twelve quarters less (y) any Net Capital Loss, since April 1, 2018, in respect of the trailing twelve quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company shall pay no Incentive Fee on Income to the Investment Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee on Income calculated in accordance with the calculation described above, the Company shall pay the Investment Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee on Income calculated in accordance with the calculation described above, the Company shall pay the Investment Adviser the Incentive Fee on Income for such quarter.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
B. Incentive Fee Based on Cumulative Net Realized Gains
The Incentive Fee on Capital Gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory management agreement). This fee shall equal 20.0% of the sum of the Company’s realized capital gains on a cumulative basis, calculated as of the end of each calendar year (or upon termination of investment advisory management agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Investment Adviser. The aggregate unrealized capital depreciation of the Company shall be calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.
For accounting purposes only, we are required under GAAP to accrue a theoretical capital gains incentive fee based upon net realized capital gains and unrealized capital gain and loss on investments held at the end of each period. The accrual of this theoretical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a theoretical capital gains incentive fee that would be payable to the Investment Adviser at each measurement date. There was no accrual for theoretical capital gains incentive fee for the years ended March 31, 2021 and 2020. It should be noted that a fee so calculated and accrued would not be payable under the Investment Advisers Act of 1940 (“the Advisers Act”) or the investment advisory management agreement, and would not be paid based upon such computation of capital gains incentive fees in subsequent periods. Amounts actually paid to the Investment Adviser will be consistent with the Advisers Act and formula reflected in the investment advisory management agreement which specifically excludes consideration of unrealized capital gain.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
For the years ended March 31, 2021, 2020 and 2019, the Company recognized $36,434, $40,360 and $35,733, respectively, of management fees, and $0, $1,983 and $21,190, respectively, of incentive fees before impact of waived fees. For the years ended March 31, 2021, 2020 and 2019 no management fees were waived (as not applicable). For the years ended March 31, 2021 and 2020 no incentive fees were waived and for the year ended March 31, 2019, incentive fees waived were $5,542.
As of March 31, 2021 and March 31, 2020, management and performance-based incentive fees payable were $8,666 and $10,289, respectively.
Fee Offset
On January 16, 2019, the Company and AIM entered into a fee offset agreement in connection with revenue realized by AIM and its affiliates for the management of certain aircraft assets. The Company will receive an offsetting credit against total incentive fees otherwise due to AIM under the investment advisory management agreement. The amount offset will initially be 20% of the management fee revenue earned and incentive fee revenue realized by AIM and its affiliates in connection with managing aircraft assets on related insurance balance sheets (“New Balance Sheet Investments”), new aircraft managed account capital (“New Managed Accounts”) and new dedicated aircraft funds (“New Aircraft Funds”). Once the aggregate capital raised by the New Aircraft Funds or New Managed Accounts and capital invested by the New Balance Sheet Investments exceeds $3 billion cumulatively, the fee offset will step down to 10% of the amount of incremental management fee revenue earned and incentive fee revenue realized by AIM and its affiliates. The fee offset will be in place for seven years, however the incentive fees realized by AIM and its affiliates after this seven-year period from applicable investments that were raised or made within the seven-year period will also be used to offset incentive fees payable to AIM by the Company. The offset will be limited to the amount of incentive fee payable by the Company to AIM and any unapplied fee offset which exceeds the incentive fees payable in a given quarter will carry forward to be credited against the incentive fees payable by the Company in subsequent quarters.
For the years ended March 31, 2021, 2020 and 2019 management fee offset was $25, $0 and $0, respectively.
Administration Agreement with AIA
The Company has also entered into an administration agreement with the Administrator (the “Administration Agreement”) under which AIA provides administrative services for the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator and requested to be reimbursed by the Administrator in performing its obligations under the Administration Agreement. The expenses include rent and the Company’s allocable portion of compensation and other related expenses for its Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer and their respective staffs. For the years ended March 31, 2021, 2020 and 2019, the Company recognized administrative services expense under the Administration Agreement of $4,765, $6,335 and $6,772, respectively. There was no payable to AIA and its affiliates for expenses paid on our behalf as of March 31, 2021 and March 31, 2020.
Administrative Service Expense Reimbursement
Merx Aviation Finance, LLC (“Merx”), a wholly-owned portfolio company of the Company, has entered into an administration agreement with the Administrator (the “Merx Administration Agreement”) under which AIA provides administrative services to Merx. For the years ended March 31, 2021, 2020 and 2019, the Company recognized administrative service expense reimbursements of $300, $300 and $250, respectively.
Debt Expense Reimbursements
The Company has also entered into debt expense reimbursement agreements with Merx and several other portfolio companies, which will reimburse the Company for reasonable out-of-pocket expenses incurred, including any interest, fees or other amounts incurred by the Company in connection with letters of credit issued on their behalf. For the years ended March 31, 2021, 2020 and 2019, the Company recognized debt expense reimbursements of $62, $133 and $273, respectively, under the debt expense reimbursement agreements.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Co-Investment Activity
We may co-invest on a concurrent basis with affiliates of ours, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order we received from the SEC permitting us to do so. On March 29, 2016, we received an exemptive order from the SEC (the “Order”) permitting us greater flexibility to negotiate the terms of co-investment transactions with certain of our affiliates, including investment funds managed by AIM or its affiliates, subject to the conditions included therein. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by AIM or its affiliates is not covered by the Order, the personnel of AIM or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.
As of March 31, 2021, the Company’s co-investment holdings were 63% of the portfolio or $1,542,275, measured at fair value. On a cost basis, 57% of the portfolio or $1,545,567 were co-investments. As of March 31, 2020, the Company’s co-investment holdings were 59% of the portfolio or $1,653,269, measured at fair value. On a cost basis, 55% of the portfolio or $1,711,258 were co-investments.
Merx Aviation
Effective January 16, 2019, Mr. Gary Rothschild, President and Chief Executive Officer of Merx, became an employee of Apollo Management Holdings, L.P. ("AMH"), an affiliate of the Company’s investment adviser. Mr. Rothschild also retained his role as the President and Chief Executive Officer of Merx.
Effective January 16, 2019, Merx entered into a series of service arrangements with affiliates of AGM. Under a servicing agreement with Apollo Capital Management, L.P. (“ACM”), Merx serves as technical servicer to aircraft clients of ACM and its affiliates. Under a research support agreement with ACM, Merx employees assist ACM with technical due-diligence and underwriting of new aircraft-related investment opportunities. Under a technical support agreement, Merx and AMH share the services of Mr. Gary Rothschild, who is the President and Chief Executive Officer of Merx and an employee of AMH.
On April 1, 2020, $105,300 of the Merx first lien secured revolver held by the Company was converted into common equity. In addition, the interest rate on the revolver was lowered from 12% to 10%. The balance of the Merx revolver as of March 31, 2021 was $190,500.
Note 4. Earnings Per Share
The following table sets forth the computation of earnings (loss) per share (“EPS”), pursuant to ASC 260-10, for the years ended March 31, 2021, 2020 and 2019:
Year Ended March 31,
2021 2020 2019
Basic and Diluted Earnings (Loss) Per Share
Net increase (decrease) in net assets resulting from operations $ 111,861 $ (116,064) $ 71,946
Weighted average shares outstanding 65,259,176 67,228,771 70,645,944
Basic and diluted earnings (loss) per share $ 1.71 $ (1.73) $ 1.02
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 5. Investments
Fair Value Measurement and Disclosures
The following table shows the composition of our investment portfolio as of March 31, 2021, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:
Fair Value Hierarchy
Cost Fair Value Level 1 Level 2 Level 3
First Lien Secured Debt $ 1,995,074 $ 1,907,807 $ — $ — $ 1,907,807
Second Lien Secured Debt 279,437 237,609 — — 237,609
Unsecured Debt 22,000 22,000 — — 22,000
Structured Products and Other 16,812 11,289 — — 11,289
Preferred Equity 40,703 22,537 — — 22,537
Common Equity/Interests 362,162 246,314 — 484 245,830
Warrants 211 1,595 — — 1,595
Total Investments before Cash Equivalents $ 2,716,399 $ 2,449,151 $ — $ 484 $ 2,448,667
Money Market Fund $ 50,180 $ 50,180 $ 50,180 $ — $ —
Total Cash Equivalents $ 50,180 $ 50,180 $ 50,180 $ — $ —
Total Investments after Cash Equivalents $ 2,766,579 $ 2,499,331 $ 50,180 $ 484 $ 2,448,667
The following table shows the composition of our investment and derivative portfolio as of March 31, 2020, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:
Fair Value Hierarchy
Cost Fair Value Level 1 Level 2 Level 3
First Lien Secured Debt $ 2,423,736 $ 2,265,800 $ — $ — $ 2,265,800
Second Lien Secured Debt 385,924 343,420 — — 343,420
Unsecured Debt — — — — —
Structured Products and Other 16,729 9,748 — — 9,748
Preferred Equity 22,679 7,968 — — 7,968
Common Equity/Interests 240,362 158,361 — 418 157,943
Warrants 183 136 — — 136
Total Investments before Cash Equivalents $ 3,089,613 $ 2,785,433 $ — $ 418 $ 2,785,015
Money Market Fund $ 37,301 $ 37,301 $ 37,301 $ — $ —
Total Cash Equivalents $ 37,301 $ 37,301 $ 37,301 $ — $ —
Total Investments after Cash Equivalents $ 3,126,914 $ 2,822,734 $ 37,301 $ 418 $ 2,785,015
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The following table shows changes in the fair value of our Level 3 investments during the year ended March 31, 2021:
First Lien Secured Debt (2) Second Lien Secured Debt (2) Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Fair value as of March 31, 2020 $ 2,265,800 $ 343,420 $ — $ 9,748 $ 7,968 $ 157,943 $ 136 $ 2,785,015
Net realized gains (losses) (15,446) (2,906) — — (1,519) 2,524 (48) (17,395)
Net change in unrealized gains (losses) 70,671 676 — 1,458 (3,456) (33,916) 1,431 36,864
Net amortization on investments 10,202 932 — — — — — 11,134
Purchases, including capitalized PIK (3) 683,284 2,171 22,000 83 19,764 138,148 76 865,526
Sales (3) (1,106,704) (106,684) — — (220) (18,869) — (1,232,477)
Transfers out of Level 3 (1) — — — — — — — —
Transfers into Level 3 (1) — — — — — — — —
Fair value as of March 31, 2021 $ 1,907,807 $ 237,609 $ 22,000 $ 11,289 $ 22,537 $ 245,830 $ 1,595 $ 2,448,667
Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2021 $ 20,794 $ (5,764) $ — $ 1,458 $ (3,456) $ (36,640) $ 1,431 $ (22,177)
____________________
(1) Transfers out of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the period shown.
(2) Includes unfunded commitments measured at fair value of $(5,446).
(3) Includes reorganizations and restructuring of investments.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The following table shows changes in the fair value of our Level 3 investments during the year ended March 31, 2020:
First Lien Secured Debt (2) Second Lien Secured Debt (2) Unsecured Debt Structured Products and Other Preferred Equity Common Equity/Interests Warrants Total
Fair value as of March 31, 2019 $ 1,586,931 $ 337,545 $ — $ 45,595 $ 28,182 $ 183,754 $ 150 $ 2,182,157
Net realized gains (losses) (9,464) — — 7,023 — (4,401) — (6,842)
Net change in unrealized gains (losses) (135,442) (30,649) — (9,451) (20,229) (52,886) (14) (248,671)
Net amortization on investments 7,693 871 — 317 — — — 8,881
Purchases, including capitalized PIK (3) 1,902,442 7,255 — 84 15 55,459 — 1,965,255
Sales (3) (1,086,360) (90,608) — (33,820) — (23,983) — (1,234,771)
Transfers out of Level 3 (1) — — — — — — — —
Transfers into Level 3 (1) — 119,006 — — — — — 119,006
Fair value as of March 31, 2020 $ 2,265,800 $ 343,420 $ — $ 9,748 $ 7,968 $ 157,943 $ 136 $ 2,785,015
Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2020 $ (142,749) $ (38,785) $ — $ (3,272) $ (20,229) $ (61,386) $ (14) $ (266,435)
____________________
(1) Transfers out of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the period shown.
(2) Includes unfunded commitments measured at fair value of $(13,795).
(3) Includes reorganizations and restructuring of investments.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of March 31, 2021 and March 31, 2020. In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below tables are not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.
The unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2021 were as follows:
Quantitative Information about Level 3 Fair Value Measurements
Asset Category Fair Value Valuation Techniques/Methodologies Unobservable Input Range Weighted Average (1)
First Lien Secured Debt $ 190,500 Discounted Cash Flow Discount Rate 7.5% 12.0% 12.0%
Residual Value Residual Value N/A N/A N/A
31,438 Recovery Analysis Recoverable Amount N/A N/A N/A
Market Comparable Technique Comparable Multiple 0.7x 1.4x 1.1x
44,998 Recent Transaction Recent Transaction N/A N/A N/A
35,369 Recovery Analysis Commodity Price 54.00 60.16 59.86
398 Recovery Analysis Recoverable Amount N/A N/A N/A
8,376 Recovery Analysis Sale Proceeds N/A N/A N/A
1,596,728 Yield Analysis Discount Rate 4.1% 32.3% 8.5%
Second Lien Secured Debt 12,795 Market Comparable Approach Comparable Multiple 6.3x 6.3x 6.3x
8,111 Recovery Analysis Commodity Price 57.00 62.33 61.13
10,536 Recovery Analysis Sale Proceeds N/A N/A N/A
206,167 Yield Analysis Discount Rate 9.3% 14.9% 11.5%
Unsecured Debt 22,000 Discounted Cash Flow Discount Rate 16.0% 16.0% 16.0%
Residual Value Residual Value N/A N/A N/A
Structured Products and Other 11,289 Discounted Cash Flow Discount Rate 9.0% 9.0% 9.0%
Preferred Equity 498 Discounted Cash Flow Discount Rate 9.0% 9.0% 9.0%
16,863 Market Comparable Technique Comparable Multiple 0.7x 13.2x 8.7x
5,176 Option Pricing Model Expected Volatility 101.0% 101.0% 101.0%
— Yield Analysis Discount Rate 32.3% 32.3% 0.0%
Common Equity/Interests 2,053 Discounted Cash Flow Discount Rate 9.0% 32.3% 19.3%
207,617 Discounted Cash Flow Discount Rate 7.5% 16.0% 10.2%
Residual Value Residual Value N/A N/A N/A
7,977 Market Comparable Technique Comparable Multiple 0.7x 16.5x 9.9x
215 Option Pricing Model Expected Volatility 35.0% 35.0% 35.0%
374 Recent Transaction Recent Transaction N/A N/A N/A
2,170 Recovery Analysis Commodity Price 54.00 62.33 60.08
25,424 Recovery Analysis Implied Illiquidity Discount 18.5% 18.5% 18.5%
Recovery Analysis Transaction Price N/A N/A N/A
Warrants 1,595 Option Pricing Model Expected Volatility 65.0% 90.0% 88.4%
Total Level 3 Investments $ 2,448,667
___________________
(1) The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2020 were as follows:
Quantitative Information about Level 3 Fair Value Measurements
Asset Category Fair Value Valuation Techniques/Methodologies Unobservable Input Range Weighted Average (1)
First Lien Secured Debt $ 347,299 Discounted Cash Flow Discount Rate 2.3% 14.7% 12.3%
61,471 Recovery Analysis Recoverable Amount N/A N/A N/A
Market Comparable Technique Comparable Multiple 1.3x 9.3x 6.3x
96,729 Recent Transaction Recent Transaction N/A N/A N/A
47,215 Recovery Analysis Commodity Price 30.00 57.50 57.04
2,066 Recovery Analysis Liquidation N/A N/A N/A
1,036 Recovery Analysis Recoverable Amount N/A N/A N/A
1,709,984 Yield Analysis Discount Rate 4.3% 31.1% 9.5%
Second Lien Secured Debt 14,711 Recovery Analysis Commodity Price 34.00 60.00 56.25
328,709 Yield Analysis Discount Rate 6.1% 17.5% 12.8%
Structured Products and Other 9,748 Discounted Cash Flow Discount Rate 13.5% 13.5% 13.5%
Preferred Equity 442 Discounted Cash Flow Discount Rate 13.5% 13.5% 13.5%
2,142 Market Comparable Technique Comparable Multiple 3.3x 4.7x 3.7x
5,384 Option Pricing Model Expected Volatility 47.0% 47.0% 47.0%
— Yield Analysis Discount Rate 20.0% 20.0% 0.0%
Common Equity/Interests 135,288 Discounted Cash Flow Discount Rate 12.2% 31.3% 14.9%
20,144 Market Comparable Technique Comparable Multiple 3.2x 13.0x 6.0x
100 Recent Transaction Recent Transaction N/A N/A N/A
2,411 Recovery Analysis Commodity Price 30.00 60.00 56.06
Warrants 136 Option Pricing Model Expected Volatility 35.0% 70.0% 57.7%
— Recovery Analysis Liquidation N/A N/A N/A
Total Level 3 Investments $ 2,785,015
____________________
(1) The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily earnings before interest, taxes, depreciation and amortization (“EBITDA”) comparable multiples and market discount rates. The Company typically uses EBITDA comparable multiples on its equity securities to determine the fair value of investments. The Company uses market discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. If a debt security’s effective yield is significantly less than the market yield for a similar debt security with a similar credit profile, the resulting fair value of the debt security may be lower. For certain investments where fair value is derived based on a recovery analysis, the Company uses underlying commodity prices from third party market pricing services to determine the fair value and/or recoverable amount, which represents the proceeds expected to be collected through asset sales or liquidation. Further, for certain investments, the Company also considered the probability of future events which are not in management’s control. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the structured products include the discount rate applied in the valuation models in addition to default and recovery rates applied to projected cash flows in the valuation models. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. For certain investments such as warrants, the Company may use an option pricing technique, of which the applicable method is the Black-Scholes Option Pricing Method (“BSM”), to perform valuations. The BSM is a model of price variation over time of financial instruments, such as equity, that is used to determine the price of call or put options. Various inputs are required but the primary unobservable input into the BSM model is the underlying asset volatility.
Investment Transactions
For the years ended March 31, 2021, 2020 and 2019, purchases of investments on a trade date basis were $617,096, $1,866,272 and $1,278,061, respectively. For the years ended March 31, 2021, 2020 and 2019, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $997,924, $1,265,631 and $1,086,779, respectively.
PIK Income
The Company holds loans and other investments, including certain preferred equity investments, that have contractual PIK income. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. During the years ended March 31, 2021, 2020 and 2019, PIK income earned was $6,506, $10,936 and $8,585, respectively.
The following table shows the change in capitalized PIK balance for the years ended March 31, 2021, 2020 and 2019:
Year Ended March 31,
2021 2020 2019
PIK balance at beginning of period $ 37,481 $ 23,720 $ 24,454
PIK income capitalized 6,774 20,083 6,412
Adjustments due to investments exited or written off — — (2,446)
PIK income received in cash (2,308) (6,322) (4,700)
PIK balance at end of period $ 41,947 $ 37,481 $ 23,720
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Dividend Income on CLOs
The Company holds structured products and other investments. The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. During the years ended March 31, 2021, 2020 and 2019 dividend income from structured products was $1,308, $1,286 and $1,198, respectively.
Investments on Non-Accrual Status
As of March 31, 2021, 5.7% of total investments at amortized cost, or 1.4% of total investments at fair value, were on non-accrual status. As of March 31, 2020, 5.1% of total investments at amortized cost, or 1.7% of total investments at fair value, were on non-accrual status.
Unconsolidated Significant Subsidiary
Our investments are generally in small and mid-sized companies in a variety of industries. In accordance with Rules 3-09 and 4-08(g) of Regulation S-X (“Rule 3-09” and “Rule 4-08(g),” respectively), we must determine which of our unconsolidated controlled portfolio companies are considered “significant subsidiaries,” if any. In evaluating these investments, Rule 1-02(w)(2) of Regulation S-X stipulates two tests to be utilized by a business development corporation to determine if any of our controlled investments are considered significant subsidiaries for financial reporting purposes: the investment test and the income test. Rule 3-09 requires separate audited financial statements of an unconsolidated majority owned subsidiary in an annual report if any of the tests exceed the thresholds noted in Rule 1-02(w)(2) whereas Rule 4-08(g) only requires summarized financial information in an annual/quarterly report if the thresholds are exceeded.
Our investment in Merx Aviation Finance, LLC as of March 31, 2021 exceeded the threshold in at least one of the tests. Accordingly, we are attaching the audited financial statements of Merx Aviation Finance, LLC to Form 10-K.
Note 6. Derivative Instruments
In the normal course of business, the Company enters into derivative instruments which serve as components of the Company’s investment strategies and are utilized primarily to structure the portfolio to economically match the investment strategies of the Company. These instruments are subject to various risks, similar to non-derivative instruments, including market, credit and liquidity risks. The Investment Adviser manages these risks on an aggregate basis along with the risks associated with the Company’s investing activities as part of its overall risk management policy.
Purchased Put Options
Purchased put option contracts give the Company the right, but not the obligation, to sell within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices. Purchasing put options tends to decrease exposure to the underlying instrument. The Company pays a premium, which is recorded as an asset and subsequently marked-to-market to reflect the current value of the option. Premiums paid for purchasing options which expire unexercised are treated as realized losses. Premiums paid for purchasing options which are exercised are added to the amounts paid for, or offset against the proceeds received on, the underlying security or reference investment. The risk associated with purchasing put options is limited to the premium paid.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Written Call Options
Written call options obligate the Company to buy within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices. When the Company writes a call option, an amount equal to the premium received by the Company is treated as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the written call option. If an option which the Company has written either expires unexercised on its stipulated expiration date or the Company enters into a closing purchase transaction, the Company realizes a gain or loss (if the cost of a closing purchase transaction is less than or exceeds, respectively, the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security or derivative instrument, and the liability related to such option is extinguished. If a call option which the Company has written is exercised, the Company recognizes a realized gain or loss from the sale of the underlying security or derivative instrument and the proceeds from the sale are increased by the premium originally received. In writing a call option, the Company bears the market risk of an unfavorable change in the price, potentially unlimited in amount, of the derivative instrument or security underlying the written call option.
As of March 31, 2021, 2020, 2019 the Company did not hold any derivative contracts. The volume of the derivatives, based on the base notional value of option contracts, for the year ended March 31, 2019 was $153,150 for purchased call options, $13,750 for purchased put options, $(13,575) for written call options and $(146,969) for written put options.
The effect of transactions in derivative instruments to the Statements of Operations during the years ended March 31, 2021, 2020 and 2019 were as follows:
Year Ended March 31,
2021 2020 2019
Net Change in Unrealized Losses on Derivatives
Purchased Put Options $ — $ — $ 4,531
Written Call Options — — 14,614
Net Change in Unrealized Losses on Derivatives $ — $ — $ 19,145
Year Ended March 31,
2021 2020 2019
Net Realized Losses on Derivatives
Purchased Put Options $ — $ — $ (5,472)
Written Call Options — — (24,523)
Net Realized Losses on Derivatives $ — $ — $ (29,995)
The Investment Adviser is exempt from registration with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) with respect to the Company. To the extent such exemption is no longer available and the Investment Adviser is required to register with the CFTC as a CPO, compliance with the CFTC’s disclosure, reporting and recordkeeping requirements may increase the Company’s expenses and may affect the ability of the Company to use commodity interests (including futures, option contracts, commodities, and swaps) to the extent or in the manner desired.
Note 7. Offsetting Assets and Liabilities
The Company entered into centrally cleared derivative contracts with Chicago Mercantile Exchange (“CME”). Upon entering into the centrally cleared derivative contracts, the Company is required to deposit with the relevant clearing organization cash or securities, which is referred to as the initial margin. Cash deposited as initial margin is reported as cash collateral on the Statements of Assets and Liabilities. Centrally cleared derivative contracts entered into with CME are considered settled-to-market contracts where daily variation margin posted is legally characterized as a settlement payment as opposed to collateral. The settlement payment does not terminate the derivative contract and the contract will continue to exist with no changes to its terms. Daily changes in fair value are recorded as a payable or receivable on the Statements of Assets and Liabilities as variation margin.
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APOLLO INVESTMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The Company has elected not to offset assets and liabilities in the Statements of Assets and Liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other agreement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations. As of March 31, 2021 and March 31, 2020, the Company did not hold any derivative contracts.
Note 8. Debt and Foreign Currency Transactions and Translations
On April 4, 2018, the Company’s Board of Directors, including a “required majority” (as defined in Section 57(o) of the Investment Company Act of 1940, as amended) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the Investment Company Act of 1940. As a result, effective on April 4, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150% (i.e., the revised regulatory leverage limitation permits BDCs to double the amount of borrowings, such that we would be able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).
The Company’s outstanding debt obligations as of March 31, 2021 were as follows:
Date Issued/Amended Total Aggregate Principal Amount Committed Principal Amount Outstanding Fair Value Final Maturity Date
Senior Secured Facility 12/22/2020 $ 1,810,000 ** $ 1,119,186 * $ 1,139,765 (1) 12/22/2025
2025 Notes 3/3/2015 350,000 350,000 357,763 (2) 3/3/2025
Total Debt Obligations $ 2,160,000 $ 1,469,186 $ 1,497,528
Deferred Financing Cost and Debt Discount $ (3,815)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount $ 1,465,371
____________________
* Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note to the financial statements.
** Lender commitments will remain $1,810,000 through November 19, 2022 and will then decrease to $1,705,000 thereafter
(1) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2021. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
(2) The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of March 31, 2021. The valuation is based on broker quoted prices.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The Company’s outstanding debt obligations as of March 31, 2020 were as follows:
Date Issued/Amended Total Aggregate Principal Amount Committed Principal Amount Outstanding Fair Value Final Maturity Date
Senior Secured Facility 11/19/2018 $ 1,810,000 $ 1,449,402 * $ 1,386,914 (1) 11/19/2023
2025 Notes 3/3/2015 350,000 350,000 262,500 (1) 3/3/2025
Total Debt Obligations $ 2,160,000 $ 1,799,402 $ 1,649,414
Deferred Financing Cost and Debt Discount $ (4,785)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount $ 1,794,617
____________________
* Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note.
(1) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2020. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
Senior Secured Facility
On December 22, 2020, the Company amended and restated its senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”), previously amended and restated as of November 19, 2018. Lender commitments in the amended and restated agreement will remain $1,810,000 through November 19, 2022 and will decrease to $1,705,000 thereafter. The amended and restated agreement extended the final maturity date through December 22, 2025, and includes an accordion provision which allows the Company to increase the total commitments under the existing revolving facility up to an aggregate principal amount of $2,715,000 from new or existing lenders on the same terms and conditions as the existing commitments. The Senior Secured Facility is secured by substantially all of the assets in the Company’s portfolio, including cash and cash equivalents. Commencing December 22, 2024, the Company is required to repay, in twelve consecutive monthly installments of equal size, the outstanding amount under the Senior Secured Facility as of December 22, 2024. In addition, the stated interest rate on the facility remains as a formula-based calculation based on a minimum borrowing base, resulting in a stated interest rate, depending on the type of borrowing, of (a) either LIBOR plus 1.75% per annum or LIBOR plus 2.00% per annum, or (b) either Alternate Base Rate plus 0.75% per annum or Alternate Base Rate plus 1% per annum. As of March 31, 2021, the stated interest rate on the facility was LIBOR plus 2.00%. The Company is required to pay a commitment fee of 0.375% per annum on any unused portion of the Senior Secured Facility and participation fees and fronting fees of up to 2.25% per annum on the letters of credit issued.
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APOLLO INVESTMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The Senior Secured Facility contains affirmative and restrictive covenants, events of default and other customary provisions for similar debt facilities, including: (a) periodic financial reporting requirements, (b) maintaining minimum stockholders’ equity of the greater of (i) 30% of the total assets of the Company and its consolidated subsidiaries as of the last day of any fiscal quarter and (ii) the sum of (A) $705,000 plus (B) 25% of the net proceeds from the sale of equity interests in the Company after the closing date of the Senior Secured Facility, (c) maintaining a ratio of total assets, less total liabilities (other than indebtedness) to total indebtedness, in each case of the Company and its consolidated subsidiaries, of not less than 1.5:1.0, (d) limitations on the incurrence of additional indebtedness, including a requirement to meet a certain minimum liquidity threshold before the Company can incur such additional debt, (e) limitations on liens, (f) limitations on investments (other than in the ordinary course of the Company’s business), (g) limitations on mergers and disposition of assets (other than in the normal course of the Company’s business activities), (h) limitations on the creation or existence of agreements that permit liens on properties of the Company’s consolidated subsidiaries and (i) limitations on the repurchase or redemption of certain unsecured debt and debt securities. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Senior Secured Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio. The advance rate applicable to any specific type of asset in the Company’s portfolio will also depend on the relevant asset coverage ratio as of the date of determination. Borrowings under the Senior Secured Facility will also continue to be subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
The Senior Secured Facility also provides for the issuance of letters of credit up to an aggregate amount of $150,000. As of March 31, 2021 and March 31, 2020, the Company had $177 and $6,227, respectively, in standby letters of credit issued through the Senior Secured Facility. The amount available for borrowing under the Senior Secured Facility is reduced by any standby letters of credit issued through the Senior Secured Facility. Under GAAP, these letters of credit are considered commitments because no funding has been made and as such are not considered a liability. These letters of credit are not senior securities because they are not in the form of a typical financial guarantee and the portfolio companies are obligated to refund any drawn amounts. The available remaining capacity under the Senior Secured Facility was $690,637 and $354,371 as of March 31, 2021 and March 31, 2020, respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.
Senior Secured Notes — Series A and Series B
On September 29, 2011, the Company closed a private offering of $45,000 aggregate principal amount of senior secured notes consisting of two series: $29,000 aggregate principal amount of 5.875% Senior Secured Notes, Series A, due September 29, 2016 (the “Series A Notes”); and $16,000 aggregate principal amount of 6.250% Senior Secured Notes, Series B, due September 29, 2018 (the “Series B Notes,” and together with the Series A Notes, the “Series A and B Notes”). The Series A and B Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Interest on the Series A and B Notes is due semi-annually on March 29 and September 29, commencing on March 29, 2012.
On September 29, 2016, the Series A Notes, which had an outstanding principal balance of $29,000, matured and were repaid in full. The Series B Notes, which had an outstanding principal balance of $16,000, matured and were repaid on October 1, 2018.
Senior Unsecured Notes
2025 Notes
On March 3, 2015, the Company issued $350,000 aggregate principal amount of senior unsecured notes for net proceeds of $343,650 (the “2025 Notes”). The 2025 Notes will mature on March 3, 2025. Interest on the 2025 Notes is due semi-annually on March 3 and September 3, at an annual rate of 5.25%, commencing on September 3, 2015. The 2025 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
2043 Notes
On June 17, 2013, the Company issued $135,000 aggregate principal amount of senior unsecured notes and on June 24, 2013, an additional $15,000 in aggregate principal amount of such notes was issued pursuant to the underwriters’ over-allotment option exercise. In total, $150,000 of aggregate principal was issued for net proceeds of $145,275 (the “2043 Notes”). The 2043 Notes will mature on July 15, 2043. Interest on the 2043 Notes is paid quarterly on January 15, April 15, July 15 and October 15, at an annual rate of 6.875%, commencing on October 15, 2013. The Company may redeem the 2043 Notes in whole or in part at any time or from time to time on or after July 15, 2018. The 2043 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior, unsecured indebtedness. The 2043 Notes were listed on the New York Stock Exchange under the ticker symbol “AIY.”
On August 12, 2019, the Company redeemed the entire $150,000 aggregate principal amount outstanding of the 2043 Notes in accordance with the terms of the indenture governing the 2043 Notes, before its stated maturity date, which resulted in a realized loss on the extinguishment of debt of $4,375.
The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the years ended March 31, 2021, 2020 and 2019:
Year Ended March 31,
2021 2020 2019
Average debt outstanding $ 1,632,308 $ 1,529,524 $ 993,158
Maximum amount of debt outstanding 1,818,920 1,878,950 1,274,562
Weighted average annualized interest cost (1) 3.04% 4.42% 5.31%
Annualized amortized debt issuance cost 0.35% 0.37% 0.55%
Total annualized interest cost 3.39% 4.79% 5.86%
____________________
(1) Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Facility. Commitment fees for the years ended March 31, 2021, 2020 and 2019 were $1,983, $2,150 and $3,142, respectively.
Foreign Currency Transactions and Translations
The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of March 31, 2021:
Original Principal Amount (Local) Original Principal Amount (USD) Principal Amount Outstanding Unrealized Gain/(Loss) Reset Date
Euro € 15,900 17,392 18,687 (1,295) 4/30/2021
British Pound £ 77,000 95,593 106,237 (10,644) 4/30/2021
Australian Dollar A$ 6,300 4,617 4,799 (182) 4/30/2021
$ 117,602 $ 129,723 $ (12,121)
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of March 31, 2020:
Original Principal Amount (Local) Original Principal Amount (USD) Principal Amount Outstanding Unrealized Gain/(Loss) Reset Date
Canadian Dollar C$ 2,300 $ 1,894 $ 1,616 $ 278 4/30/2020
Euro € 36,400 39,960 39,940 20 4/30/2020
British Pound £ 3,500 4,456 4,340 116 4/14/2020
British Pound £ 9,000 11,631 11,159 472 4/24/2020
British Pound £ 1,500 1,943 1,860 83 4/27/2020
British Pound £ 87,000 107,751 107,876 (125) 4/30/2020
British Pound £ 3,000 $ 3,523 $ 3,720 $ (197) 4/20/2020
Australian Dollar A$ 1,000 701 612 89 4/14/2020
Australian Dollar A$ 6,000 $ 4,406 $ 3,672 $ 734 4/30/2020
$ 176,265 $ 174,795 $ 1,470
As of March 31, 2021 and March 31, 2020, the Company was in compliance with all debt covenants for all outstanding debt obligations.
Note 9. Stockholders’ Equity
There were no equity offerings of common stock during the years ended March 31, 2021 and March 31, 2020.
The Company adopted the following plans, approved by the Board of Directors, for the purpose of repurchasing its common stock in accordance with applicable rules specified in the Securities Exchange Act of 1934 (the “1934 Act”) (the “Repurchase Plans”):
Date of Agreement/Amendment Maximum Cost of Shares That May Be Repurchased Cost of Shares Repurchased Remaining Cost of Shares That May Be Repurchased
August 6, 2015 $ 50,000 $ 50,000 $ —
December 14, 2015
50,000 50,000 —
September 14, 2016 50,000 50,000 —
October 30, 2018 50,000 50,000 —
February 6, 2019 50,000 23,071 26,929
Total as of March 31, 2021 $ 250,000 $ 223,071 $ 26,929
The Repurchase Plans were designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in an agreement with the Company to repurchase shares on the Company’s behalf in accordance with the terms of the Repurchase Plans. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the Repurchase Plans. Pursuant to the Repurchase Plans, the Company may from time to time repurchase a portion of its shares of common stock and the Company is hereby notifying stockholders of its intention as required by applicable securities laws.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):
Effective Date Termination Date Amount Allocated to 10b5-1 Repurchase Plans
September 15, 2015 November 5, 2015 $ 5,000
January 1, 2016
February 5, 2016 10,000
April 1, 2016 May 19, 2016 5,000
July 1, 2016 August 5, 2016 15,000
September 30, 2016 November 8, 2016 20,000
January 4, 2017 February 6, 2017 10,000
March 31, 2017 May 19, 2017 10,000
June 30, 2017 August 7, 2017 10,000
October 2, 2017 November 6, 2017 10,000
January 3, 2018 February 8, 2018 10,000
June 18, 2018 August 9, 2018 10,000
September 17, 2018 October 31, 2018 10,000
December 12, 2018 February 7, 2019 10,000
February 25, 2019 May 17, 2019 25,000
March 18, 2019 May 17, 2019 10,000
June 4, 2019 August 7, 2019 25,000
June 17, 2019 August 7, 2019 20,000
September 16, 2019 November 6, 2019 20,000
December 6, 2019 February 5, 2020 25,000
December 16, 2019 February 5, 2020 15,000
March 12, 2020 March 19, 2020 20,000
March 30, 2021 May 21, 2021 10,000
During the year ended March 31, 2021, the Company did not repurchase shares.
During the year ended March 31, 2020, the Company repurchased 3,617,810 shares at a weighted average price per share of $14.41, inclusive of commissions, for a total cost of $52,141. This represents a discount of approximately 20.57% of the average net asset value per share for the year ended March 31, 2020.
Since the inception of the Repurchase Plans through March 31, 2021, the Company repurchased 13,654,578 shares at a weighted average price per share of $16.34, inclusive of commissions, for a total cost of $223,072. Including fractional shares, the Company has repurchased 13,654,608 shares at a weighted average price per share of $16.34, inclusive of commissions for a total cost of $223,072.
On October 30, 2018, the Company’s Board of Directors approved a one-for-three reverse stock split of the Company’s common stock which was effective as of the close of business on November 30, 2018. The Company's common stock began trading on a split-adjusted basis on December 3, 2018. The fractional shares that resulted from the Reverse Stock Split were approximately 29 shares and they were canceled by paying cash in lieu of the fair value.
On July 22, 2019 the Board of Directors approved Articles of Amendment which amended the Company’s charter to reduce the amount of authorized capital stock from 400,000,000 shares, par value $0.001 per share, to 130,000,000 shares, par value $0.001 per share. The Articles of Amendment were accepted for record by the Department of Assessments and Taxation of the State of Maryland on July 22, 2019 and immediately became effective.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 10. Commitments and Contingencies
The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of March 31, 2021 and March 31, 2020, the Company had the following unfunded commitments to its portfolio companies:
March 31, 2021 March 31, 2020
Unfunded revolver obligations and bridge loan commitments (1) $ 261,854 $ 269,716
Standby letters of credit issued and outstanding (2)
2,787 9,014
Unfunded delayed draw loan commitments (including commitments with performance thresholds not met)(3) 172,249 230,778
Total Unfunded Commitments(4) $ 436,890 $ 509,508
____________________
(1) The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of March 31, 2021 and March 31, 2020, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of March 31, 2021 and March 31, 2020, the bridge loan commitments included in the balances were $0 and $15,050, respectively.
(2) For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.
(3) The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.
(4) The Company also had an unfunded revolver commitment to its fully controlled affiliate Merx Aviation Finance, LLC of $109,500 and $194,700 for the years ended of March 31, 2021 and 2020, respectively. Given the Company’s controlling interest, the timing and the amount of the funding has not been determined.
As further discussed in Note 2 , the full extent of the impact of COVID-19 on the global economy generally, and the Company’s business in particular is uncertain. As of March 31, 2021 , no contingencies have been recorded on the Company’s Statement of Assets and Liabilities as a result of COVID-19, however as the global pandemic continues and the economic implications worsen, it may have long-term impacts on the Company’s financial condition, results of operations, and cash flows. Refer to Note 2 for further discussion of COVID-19.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 11. Income Taxes
For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The final determination of the tax character of distributions will not be made until we file our tax return for each tax year and the tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of each calendar year. The tax character of distributions paid to stockholders during the tax years ended March 31, 2021, 2020 and 2019 were as follows:
Year Ended March 31,
2021 2020 2019
Ordinary income $ 99,847 $ 120,107 $ 112,042
Capital gains — — —
Return of capital — — 14,533
Total distributions paid to stockholders $ 99,847 $ 120,107 $ 126,575
Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
The following table reconciles the net increase in net assets resulting from operations to taxable income for the tax years ended March 31, 2021, 2020 and 2019:
Year Ended March 31,
2021 2020 2019
Net increase (decrease) in net assets resulting from operations $ 111,861 $ (116,064) $ 71,946
Adjustments:
Net realized losses (gains) 21,506 6,318 50,033
Net change in unrealized losses (gains) (23,341) 255,020 5,770
Income not currently taxable — — —
Income (loss) recognized for tax but not book 7,673 (11,895) (22,478)
Expenses not currently deductible — — 16,477
Expenses incurred for tax but not book — — —
Realized gain/loss differences (1) (7,933) 41,533 (8,301)
Taxable income before deductions for distributions $ 109,766 $ 174,912 $ 113,447
____________________
(1) These pertain to book income/losses treated as capital gains/losses for tax purposes or book realized gains/losses treated as ordinary income/losses for tax purposes.
The following table shows the components of accumulated losses on a tax basis for the years ended March 31, 2021, 2020 and 2019:
Year Ended March 31,
2021 2020 2019
Undistributed ordinary income $ 61,268 $ 53,132 $ —
Capital loss carryforward (752,317) (739,365) (737,529)
Other temporary book-to-tax differences (34,615) (35,225) (47,517)
Unrealized appreciation (depreciation) (337,930) (354,168) (58,232)
Total accumulated under-distributed (over-distributed) earnings $ (1,063,594) $ (1,075,626) $ (843,278)
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
On December 22, 2010, the Regulated Investment Company Modernization Act (the “Act”) was enacted which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the Company will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law.
As of March 31, 2021, the Company had a post-enactment short-term capital loss carryforward of $240,497 and long-term capital loss carryforward of $511,821. As of March 31, 2020, the Company had a post-enactment short-term capital loss carryforward of $245,100 and long-term capital loss carryforward of $494,265. As of March 31, 2019, the Company had a post-enactment short-term capital loss carryforward of $245,271 and long-term capital loss carryforward of $492,257.
As of March 31, 2021, the Company had no pre-enactment net capital loss carryforward. None of the pre-enactment net capital loss carryforwards were utilized in the past three years and none of the pre-enactment net capital loss carryforwards expired on March 31, 2021.
For tax purposes, the Company may elect to defer any portion of a post-October capital loss or late-year ordinary loss to the first day of the following fiscal year.
As of March 31, 2021, the Company deferred no late-year ordinary losses which are deemed to arise on April 1, 2021. As of March 31, 2020, the Company deferred no late-year ordinary losses which are deemed to arise on April 1, 2020. As of March 31, 2019, the Company deferred late-year ordinary losses of 16,477 which is deemed to arise on April 1, 2019
As of March 31, 2021, the Company deferred post-October capital loss of $11,121 deemed on arise on April 1, 2021. As of March 31, 2020, the Company deferred post-October capital loss of $5,858 deemed to arise on April 1, 2020. As of March 31, 2019, the Company had no net post-October capital loss deferral deemed to arise on April 1, 2019.
Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years, and has concluded that no provision for income tax is required in the Company’s financial statements. The Company’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.
In general, we may make certain reclassifications to the components of net assets as a result of permanent book-to-tax differences and book-to-tax differences relating to stockholder distributions. Accordingly, as of March 31, 2021, we adjusted accumulated net realized loss by ($7,179) to $755,606 and overdistributed net investment income by ($7,161) to ($24,226). Total earnings and net asset value were not affected. As of March 31, 2020, we adjusted accumulated net realized loss by $1,088 to $745,645 and overdistributed net investment income by ($5,631) to $27,244. Total earnings and net asset value were not affected.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 12. Financial Highlights
The following is a schedule of financial highlights for each of the five years ended March 31, 2021.
Year Ended March 31,
2021 2020 2019 2018 2017
Per Share Data*
Net asset value at beginning of period $ 15.70 $ 19.06 $ 19.67 $ 20.22 $ 21.84
Net investment income (1) 1.69 2.16 1.81 1.83 2.01
Net realized and change in unrealized gains (losses) (1) 0.03 (3.89) (0.79) (0.64) (1.77)
Net increase (decrease) in net assets resulting from operations 1.71 (1.73) 1.02 1.19 0.25
Distribution of net investment income (2) (1.53) (1.80) (1.59) (1.19) (1.05)
Distribution of return of capital (2) — — (0.21) (0.60) (0.90)
Accretion due to share repurchases — 0.20 0.17 0.03 0.12
Net asset value at end of period $ 15.88 $ 15.70 $ 19.06 $ 19.67 $ 20.22
Per share market value at end of period $ 13.72 $ 6.75 $ 15.14 $ 15.66 $ 19.68
Total return (3) 135.08 % (48.62) % 8.31 % (12.06) % 31.44 %
Shares outstanding at end of period 65,259,176 65,259,176 68,876,986 72,104,032 73,231,551
Weighted average shares outstanding 65,259,176 67,228,771 70,645,944 72,874,613 74,138,358
Ratio/Supplemental Data
Net assets at end of period (in millions) $ 1,036.3 $ 1,024.3 $ 1,312.6 $ 1,418.1 $ 1,481.8
Ratio of operating expenses to average net assets (4) 5.05 % 4.79 % 5.09 % 5.02 % 4.59 %
Ratio of interest and other debt expenses to average net assets 5.44 % 6.01 % 4.26 % 3.61 % 3.86 %
Ratio of total expenses to average net assets (4) 10.49 % 10.80 % 9.35 % 8.63 % 8.45 %
Ratio of net investment income to average net assets 10.82 % 11.91 % 9.38 % 9.15 % 9.66 %
Average debt outstanding (in millions) $ 1,632.3 $ 1,529.5 $ 993.2 $ 899.3 $ 1,048.7
Average debt per share $ 25.01 $ 22.75 $ 14.06 $ 12.33 $ 14.13
Portfolio turnover rate 23.79 % 46.58 % 46.26 % 45.06 % 23.25 %
Asset coverage per unit (5) $ 1,705 $ 1,567 $ 2,153 $ 2,770 $ 2,709
____________________
* Totals may not foot due to rounding.
(1) Financial highlights are based on the weighted average number of shares outstanding for the period presented.
(2) The tax character of distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. Although the tax character of distributions paid to stockholders through March 31, 2021 may include return of capital, the exact amount cannot be determined at this point. Per share amounts are based on actual rate per share.
(3) Total return is based on the change in market price per share during the respective periods. Total return also takes into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
(4) The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets are shown inclusive of all voluntary management and incentive fee waivers (See Note 3 to the financial statements). For the years ended March 31, 2021, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 5.08% and 10.53%, respectively, without the voluntary fee waivers. For the year ended March 31, 2020, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 4.81% and 10.83%, respectively, without the voluntary fee waivers. For the year ended March 31, 2019, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 5.51% and 9.79%, respectively, without the voluntary fee waivers. For the year ended March 31, 2018, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 6.39% and 10.03%, respectively, without the voluntary fee waivers. For the year ended March 31, 2017, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 5.98% and 9.85%, respectively, without the voluntary fee waivers.
(5) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit.
Note 13. Selected Quarterly Financial Data (Unaudited)
The following table sets forth selected financial data for each quarter within the three years ended March 31, 2021:
Investment Income Net Investment Income Net Realized And Change in Unrealized Gains (Losses) Net Increase (Decrease) in Net
Assets from Operations — Basic
Quarter Ended Total Per Share *
Total Per Share *
Total Per Share *
Total Per Share *
March 31, 2021 $ 50,825 $ 0.78 $ 25,635 $ 0.39 $ 16,777 $ 0.26 $ 42,411 $ 0.65
December 31, 2020 54,364 0.83 28,257 0.43 4,909 0.08 33,166 0.51
September 30, 2020 54,891 0.84 27,906 0.43 5,383 0.08 33,289 0.51
June 30, 2020 56,669 0.87 28,229 0.43 (25,234) (0.39) 2,995 0.05
March 31, 2020 71,600 1.08 38,786 0.59 (186,033) (2.81) (147,247) (2.22)
December 31, 2019 68,482 1.03 36,220 0.54 (35,934) (0.54) 286 0.00
September 30, 2019 70,318 1.04 35,734 0.53 (28,666) (0.43) 7,068 0.10
June 30, 2019 66,516 0.97 34,534 0.50 (10,705) (0.16) 23,829 0.35
March 31, 2019 61,410 0.89 32,552 0.47 (708) (0.01) 31,844 0.46
December 31, 2018 64,041 0.91 31,487 0.45 (32,655) (0.47) (1,178) (0.02)
September 30, 2018 66,034 0.93 32,163 0.45 (4,134) (0.06) 28,029 0.39
June 30, 2018 63,591 0.88 31,548 0.44 (18,298) (0.25) 13,250 0.18
____________________
* Totals may not foot due to rounding.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 14. Subsequent Events
Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements other than those disclosed below.
The Company believes the estimates and assumptions underlying our financial statements are reasonable and supportable based on the information available as of March 31, 2021. However uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of March 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates. To the extent the Company's portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company's future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company's portfolio companies. See Note 2 for information regarding the potential impact of the COVID-19 pandemic.
On May 20, 2021 the Company’s Board of Directors, including a majority of the directors who are not “interested persons” of the Company as defined in the Investment Company Act of 1940, voted to approve the continuation of the Company’s investment advisory management agreement through May 20, 2022.
On May 20, 2021, the Board of Directors voted to immediately decrease the size of the Board from ten to eight, thereby eliminating two vacancies.
On May 20, 2021, the Company’s Board of Directors declared a distribution of $0.31 per share, payable on July 7, 2021 to stockholders of record as of June 17, 2021. On May 20, 2021, the Company’s Board also declared a supplemental distribution of $0.05 per share payable on July 7, 2021 to stockholders of record as of June 17, 2021. There can be no assurances that the Board will continue to declare a base distribution of $0.31 per share or a supplemental distribution.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.