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
150
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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, 2022. 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, 2022 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, 2022 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, 2022 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, 2022 and 2021, 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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022 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, 2022, 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, 2020, 2019, 2018, 2017, 2016, 2015, 2014 and 2013, and the related statements of operations, changes in net assets and cash flows for the years ended March 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014 and 2013 (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, 2022, appearing on pages 61-64, 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, 2022 and 2021 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 99.95% of the $2,522 million of investments held as of March 31, 2022. 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, expected volatility, recoverable amounts, recent transactions and sales proceeds. 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. 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.
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/s/ PricewaterhouseCoopers LLP
New York, New York
May 19, 2022
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, 2022 March 31, 2021
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost — $2,001,907 and $1,871,073, respectively) $ 1,977,647 $ 1,844,627
Non-controlled/affiliated investments (cost — $130,866 and $133,428, respectively) 63,709 50,874
Controlled investments (cost — $613,056 and $711,898, respectively) 481,817 553,650
Cash and cash equivalents 30,033 50,180
Foreign currencies (cost — $601 and $4,462, respectively) 565 4,444
Receivable for investments sold 7,989 1,351
Interest receivable 15,554 13,135
Dividends receivable 5,083 3,793
Deferred financing costs 17,005 21,528
Prepaid expenses and other assets 719 907
Total Assets $ 2,600,121 $ 2,544,489
Liabilities
Debt $ 1,550,608 $ 1,465,371
Payable for investments purchased — —
Distributions payable 22,913 23,493
Management and performance-based incentive fees payable 9,912 8,666
Interest payable 3,335 2,096
Accrued administrative services expense 897 794
Other liabilities and accrued expenses 7,624 7,739
Total Liabilities $ 1,595,289 $ 1,508,159
Commitments and contingencies (Note 8)
Net Assets $ 1,004,832 $ 1,036,330
Net Assets
Common stock, $0.001 par value (130,000,000 shares authorized ; 63 ,647,240 and 65,259,176 shares issued and outstanding, respectively)
$ 62 $ 65
Capital in excess of par value 2,078,760 2,099,876
Accumulated under-distributed (over-distributed) earnings (1,073,990) (1,063,611)
Net Assets $ 1,004,832 $ 1,036,330
Net Asset Value Per Share $ 15.79 $ 15.88
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,
2022 2021 2020
Investment Income
Non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind (“PIK”) interest income) $ 164,878 $ 178,277 $ 201,908
Dividend income 560 753 331
PIK interest income 2,652 5,447 7,208
Other income 5,060 2,472 7,609
Non-controlled/affiliated investments:
Interest income (excluding PIK interest income) 190 118 484
Dividend income 1,290 1,308 1,286
PIK interest income 71 15 515
Other income — — —
Controlled investments:
Interest income (excluding PIK interest income) 35,043 25,624 47,212
Dividend income 2,059 1,691 7,150
PIK interest income 1,352 1,044 3,213
Other income — — —
Total Investment Income $ 213,155 $ 216,749 $ 276,916
Expenses
Management fees $ 36,142 $ 36,434 $ 40,360
Performance-based incentive fees 11,681 — 1,983
Interest and other debt expenses 55,020 55,416 73,398
Administrative services expense 5,835 4,765 6,335
Other general and administrative expenses 9,106 10,495 9,999
Total expenses 117,784 107,110 132,075
Management and performance-based incentive fees waived — — —
Performance-based incentive fee offset (247) (25) —
Expense reimbursements (343) (362) (433)
Net Expenses $ 117,194 $ 106,723 $ 131,642
Net Investment Income $ 95,961 $ 110,026 $ 145,274
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments $ 2,977 $ (13,113) $ (6,028)
Non-controlled/affiliated investments 541 (4,285) (731)
Controlled investments (65,299) — —
Option contracts — — —
Foreign currency transactions (5,586) (4,108) 4,816
Extinguishment of debt — — (4,375)
Net realized gains (losses) (67,367) (21,506) (6,318)
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments 2,184 69,431 (80,303)
Non-controlled/affiliated investments 15,398 3,894 (57,714)
Controlled investments 27,010 (36,393) (116,183)
Option contracts — — —
Foreign currency translations 9,178 (13,591) (820)
Net change in unrealized gains (losses) 53,770 23,341 (255,020)
Net Realized and Change in Unrealized Gains (Losses) $ (13,597) $ 1,835 $ (261,338)
Net Increase (Decrease) in Net Assets Resulting from Operations $ 82,364 $ 111,861 $ (116,064)
Earnings (Loss) Per Share — Basic $ 1.28 $ 1.71 $ (1.73)
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,
2022 2021 2020
Operations
Net investment income $ 95,961 $ 110,026 $ 145,274
Net realized gains (losses) (67,367) (21,506) (6,318)
Net change in unrealized gains (losses) 53,770 23,341 (255,020)
Net Increase (Decrease) in Net Assets Resulting from Operations $ 82,364 $ 111,861 $ (116,064)
Distributions to Stockholders
Distribution of net investment income $ (92,762) $ (99,846) $ (120,107)
Distribution of return of capital — — —
Net Increase (Decrease) in Net Assets Resulting from Distributions to Stockholders $ (92,762) $ (99,846) $ (120,107)
Capital Share Transactions
Repurchase of common stock $ (21,100) $ — $ (52,141)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions $ (21,100) $ — $ (52,141)
Net Assets
Net increase (decrease) in net assets during the period $ (31,498) $ 12,015 $ (288,312)
Net assets at beginning of period 1,036,330 1,024,315 1,312,627
Net Assets at End of Period $ 1,004,832 $ 1,036,330 $ 1,024,315
Capital Share Activity
Shares repurchased during the period (1,611,936) — (3,617,810)
Shares issued and outstanding at beginning of period 65,259,176 65,259,176 68,876,986
Shares Issued and Outstanding at End of Period 63,647,240 65,259,176 65,259,176
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended March 31,
2022 2021 2020
Operating Activities
Net increase (decrease) in net assets resulting from operations $ 82,364 $ 111,861 $ (116,064)
Net realized (gains) losses 67,367 21,506 6,318
Net change in unrealized (gains) losses (53,770) (23,341) 255,020
Net amortization of premiums and accretion of discounts on investments (9,611) (11,174) (9,458)
Accretion of discount on notes 684 593 595
Amortization of deferred financing costs 5,161 5,074 5,015
Increase in gains/(losses) from foreign currency transactions (5,580) (4,071) 4,816
PIK interest and dividends capitalized (4,318) (6,774) (20,083)
Changes in operating assets and liabilities:
Purchases of investments (1,140,863) (617,096) (1,866,949)
Proceeds from sales and repayments of investments 1,056,937 990,451 1,256,910
Decrease (increase) in interest receivable (2,419) 6,040 5,110
Decrease (increase) in dividends receivable (1,290) 1,241 (1,286)
Decrease (increase) in prepaid expenses and other assets 188 (175) (396)
Increase (decrease) in management and performance-based incentive fees payable 1,246 (1,623) 1,409
Increase (decrease) in interest payable 1,239 (791) (2,931)
Increase (decrease) in accrued administrative services expense 103 (2,002) (187)
Increase (decrease) in other liabilities and accrued expenses (115) 952 (299)
Net Cash Used in/Provided by Operating Activities $ (2,677) $ 470,671 $ (482,460)
Financing Activities
Issuances of debt $ 494,694 $ 185,481 $ 1,450,431
Payments of debt (401,250) (529,290) (790,778)
Financing costs paid and deferred (333) (10,171) (844)
Repurchase of common stock (21,100) — (52,141)
Distributions paid (93,342) (105,720) (121,781)
Net Cash Used in/Provided Financing Activities $ (21,331) $ (459,700) $ 484,887
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 $ (24,008) $ 10,971 $ 2,427
Effect of foreign exchange rate changes on cash and cash equivalents (18) (23) 60
Cash, cash equivalents, foreign currencies and collateral on option contracts at beginning of period 54,624 43,676 41,189
Cash, Cash Equivalents, Foreign Currencies and Collateral on Option Contracts at the End of Period $ 30,598 $ 54,624 $ 43,676
Supplemental Disclosure of Cash Flow Information
Cash interest paid $ 47,897 $ 50,478 $ 70,748
Non-Cash Activity
PIK income $ 4,075 $ 6,506 $ 10,936
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Advertising, Printing & Publishing
FingerPaint Marketing
KL Charlie Acquisition Company First Lien Secured Debt L+625, 1.00% Floor 12/30/26 $ 30,818 $ 22,373 $ 22,510 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+625, 1.00% Floor 12/30/26 1,962 (31) (20) (8)(9)(21)
(23)
KL Charlie Co-Invest, L.P. Common Equity - Common Stock N/A N/A 218,978 Shares 219 353 (9)(13)
22,561 22,843
Hero Digital
HRO (Hero Digital) Holdings, LLC First Lien Secured Debt L+600, 1.00% Floor 11/18/28 27,186 19,084 19,253 (9)(21)(23)
(29)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 11/18/26 2,553 (47) (26) (8)(9)(20)
(21)(23)
HRO Holdings I LP Common Equity - Common Stock N/A N/A 213 Shares 213 212 (9)(13)(24)
19,250 19,439
Total Advertising, Printing & Publishing $ 41,811 $ 42,282
Aerospace & Defense
Erickson Inc
Erickson Inc First Lien Secured Debt - Revolver L+750, 1.50% Floor 04/28/22 $ 32,250 $ 23,628 $ 23,315 (9)(20)(21)
(23)(28)
First Lien Secured Debt - Revolver 13.50% 04/28/22 3,750 3,750 3,712 (9)(23)
Total Aerospace & Defense $ 27,378 $ 27,027
Automotive
Club Car Wash
Club Car Wash Operating, LLC First Lien Secured Debt L+650, 1.00% Floor 06/16/27 $ 29,931 $ 22,934 $ 23,018 (9)(21)(23)
(29)
First Lien Secured Debt - Revolver L+650, 1.00% Floor 06/16/27 2,438 (37) (30) (8)(9)(21)
(23)
22,897 22,988
Crowne Automotive
Vari-Form Group, LLC First Lien Secured Debt 11.00% (7.00% Cash plus 4.00% PIK) 02/02/23 5,860 893 410 (9)(14)
Vari-Form Inc. First Lien Secured Debt 11.00% (7.00% Cash plus 4.00% PIK) 02/02/23 2,110 391 148 (9)(14)
1,284 558
K&N Parent, Inc.
K&N Parent, Inc. Second Lien Secured Debt L+875, 1.00% Floor 10/21/24 23,765 23,605 19,724 (28)
Truck-Lite Co., LLC
TL Lighting Holdings, LLC Common Equity - Equity N/A N/A 350 Shares 350 420 (9)(13)
Truck-Lite Co., LLC First Lien Secured Debt L+625, 1.00% Floor 12/14/26 31,287 29,655 29,533 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+625, 1.00% Floor 12/13/24 3,052 241 226 (9)(20)(21)
(23)(26)
30,246 30,179
Total Automotive $ 78,032 $ 73,449
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5) First Lien Secured Debt - Revolver 10.00% 10/31/23 $ 275,177 $ 275,000 $ 275,000 (20)(23)
Common Equity - Membership Interests N/A N/A N/A 35,800 23,509 (24)
310,800 298,509
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Primeflight
PrimeFlight Aviation Services, Inc. First Lien Secured Debt L+625, 1.00% Floor 05/09/24 17,353 17,179 17,271 (9)(26)
Total Aviation and Consumer Transport $ 327,979 $ 315,780
Beverage, Food & Tobacco
Berner Foods
Berner Food & Beverage, LLC First Lien Secured Debt L+650, 1.00% Floor 07/30/27 $ 30,963 $ 30,334 $ 30,653 (9)(29)
First Lien Secured Debt - Revolver L+650, 1.00% Floor 07/30/26 2,132 535 555 (9)(21)(23)
(29)
First Lien Secured Debt - Revolver P+550 07/30/26 749 734 742 (9)(23)(25)
31,603 31,950
Bolthouse Farms
Wm. Bolthouse Farms, Inc. Common Equity - Equity Interest N/A N/A 1,000,000 Shares 1,001 1,080 (13)
Hive
FCP-Hive Holdings, LLC Preferred Equity - Preferred Equity N/A N/A 589 Shares 448 484 (9)(13)(24)
Common Equity - Common Stock N/A N/A 589 Shares 3 20 (9)(13)(24)
Hive Intermediate, LLC First Lien Secured Debt L+600, 1.00% Floor 09/22/27 17,123 16,822 16,952 (9)(26)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 09/22/27 2,326 (41) (23) (8)(9)(21)
(23)
17,232 17,433
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P. Common Equity - Membership Interests N/A N/A 1,000,000 Shares 1,005 1,648
Rise Baking
Ultimate Baked Goods Midco LLC First Lien Secured Debt L+625, 1.00% Floor 08/13/27 26,690 26,086 25,935 (9)(28)
First Lien Secured Debt - Revolver L+625, 1.00% Floor 08/13/27 3,243 1,954 1,936 (9)(20)(21)
(23)(28)(29)
28,040 27,871
TNT Crust LLC
TNT Crust LLC First Lien Secured Debt L+675 Cash plus 1.00% PIK, 1.00% Floor 11/06/23 21,706 21,512 21,272 (9)(28)
First Lien Secured Debt - Revolver L+675 Cash plus 1.00% PIK, 1.00% Floor 11/06/23 3,252 3,085 3,036 (9)(21)(23)
(29)
Common Equity - Series A Units N/A N/A 244 Shares 30 172 (9)(13)
24,627 24,480
Turkey Hill
IC Holdings LLC Common Equity - Series A Units N/A N/A 169 Shares 169 160 (9)(13)
THLP CO. LLC First Lien Secured Debt L+600, 1.00% Floor 05/31/25 25,110 24,824 24,608 (9)(28)
First Lien Secured Debt - Revolver P+500 05/31/24 4,494 1,165 1,112 (9)(20)(21)
(23)(25)
26,158 25,880
Total Beverage, Food & Tobacco $ 129,666 $ 130,342
Business Services
Access Information
Access CIG, LLC Second Lien Secured Debt L+775, 0.00% Floor 02/27/26 $ 15,900 $ 15,829 $ 15,787 (26)
See notes to financial statements.
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APOLLO INVESTMENT CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
AlpineX
Alpinex Opco, LLC First Lien Secured Debt L+600, 1.00% Floor 12/27/27 16,383 11,644 11,605 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 12/27/27 1,117 (21) (21) (8)(9)(21)
(23)
11,623 11,584
Ambrosia Buyer Corp.
Ambrosia Buyer Corp. Second Lien Secured Debt 8.00% 08/28/25 21,429 18,582 5,657 (14)
AML Rightsource
Gabriel Partners, LLC First Lien Secured Debt L+600, 1.00% Floor 09/21/26 31,451 30,898 31,203 (9)(29)
First Lien Secured Debt - Revolver P+500 09/21/26 665 120 128 (9)(21)(23)
(25)
31,018 31,331
Continuum
Continuum Global Solutions, LLC Preferred Equity - Preferred Equity N/A N/A 775 Shares 78 78 (9)(13)
Electro Rent Corporation
Electro Rent Corporation Second Lien Secured Debt L+900, 1.00% Floor 01/31/25 34,235 33,806 34,064 (9)(28)
Elo Touch
TGG TS Acquisition Company First Lien Secured Debt - Revolver L+650, 0.00% Floor 12/14/23 1,750 750 721 (21)(23)(26)
Ensemble Health
EHL Merger Sub, LLC First Lien Secured Debt - Revolver L+325, 0.00% Floor 08/01/24 4,155 (179) (111) (8)(21)(23)
IRP
Precision Refrigeration & Air Conditioning LLC First Lien Secured Debt SOFR+600, 1.00% Floor 03/08/28 8,182 8,020 8,018 (9)(27)
First Lien Secured Debt - Revolver 03/08/27 1,705 (34) (34) (8)(9)(21)
(23)
SMC IR Holdings, LLC Common Equity - Common Stock N/A N/A 114 Shares 114 114 (9)(13)(24)
8,100 8,098
Jacent
Jacent Strategic Merchandising First Lien Secured Debt L+675, 1.00% Floor 04/23/24 22,116 21,977 21,508 (9)(28)
First Lien Secured Debt - Revolver L+675, 1.00% Floor 04/23/24 3,500 3,472 3,400 (9)(21)(23)
(28)(29)
Common Equity - Common Stock N/A N/A 5,000 Shares 500 169 (9)(13)
JSM Equity Investors, L.P. Preferred Equity - Class P Partnership Units N/A N/A 114 Shares 11 11 (9)(13)
25,960 25,088
Jones & Frank
JF Acquisition, LLC First Lien Secured Debt L+550, 1.00% Floor 07/31/26 13,201 13,058 13,008 (9)(28)(30)
First Lien Secured Debt - Revolver L+550, 1.00% Floor 07/31/26 1,569 (17) (23) (8)(9)(21)
(23)
13,041 12,985
MAKS
Trident Bidco Limited First Lien Secured Debt L+550, 1.00% Floor 11/08/25 33,688 33,066 33,670 (9)(17)(29)
Naviga
Naviga Inc. (fka Newscycle Solutions, Inc.) First Lien Secured Debt L+700, 1.00% Floor 12/29/22 13,397 13,318 13,430 (9)(26)(28)
First Lien Secured Debt - Revolver L+700, 1.00% Floor 12/29/22 500 278 280 (9)(21)(23)
(26)
13,596 13,710
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
PSE
Graffiti Buyer, Inc. First Lien Secured Debt L+575, 1.00% Floor 08/10/27 8,420 5,679 5,639 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 08/10/27 1,307 390 388 (9)(21)(23)
(28)
Graffiti Parent, LP Common Equity - Common Stock N/A N/A 2,439 Shares 244 200 (9)(13)(24)
6,313 6,227
PSI Services, LLC
Lifelong Learner Holdings, LLC First Lien Secured Debt L+575, 1.00% Floor 10/19/26 33,975 33,527 32,411 (9)(28)(29)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 10/20/25 2,985 2,947 2,865 (9)(21)(23)
(28)
36,474 35,276
Soliant
Soliant Health, Inc. Common Equity - Membership Interests N/A N/A 300 Shares 300 871 (9)
US Legal Support
US Legal Support Investment Holdings, LLC Common Equity - Series A-1 Units N/A N/A 631,972 Shares 632 1,030 (9)(13)
USLS Acquisition, Inc. First Lien Secured Debt L+575, 1.00% Floor 12/02/24 24,003 23,781 23,643 (9)(28)
First Lien Secured Debt - Revolver L+525, 1.00% Floor 12/02/24 1,286 417 409 (9)(20)(21)
(23)(28)
First Lien Secured Debt - Revolver P+425 12/02/24 322 319 317 (9)(23)(25)
25,149 25,399
Wilson Language Training
Owl Acquisition, LLC First Lien Secured Debt SOFR+575, 1.00% Floor 02/04/28 9,900 9,707 9,702 (9)(27)
Owl Parent Holdings, LLC Common Equity - Common Stock N/A N/A 100 Shares 100 100 (9)(13)(24)
9,807 9,802
Total Business Services $ 283,313 $ 270,237
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 2,354 Shares $ 46,295 $ 42,117 (3)(13)(16)
(24)
Carbonfree Chemicals SA LLC (4) Common Equity - Class B Units N/A N/A 3,152 Shares 32,434 — (3)(13)(16)
(24)
78,729 42,117
Westfall Technik, Inc.
Westfall Technik, Inc. First Lien Secured Debt L+575, 1.00% Floor 09/13/24 15,616 15,482 15,269 (9)(28)
First Lien Secured Debt L+625, 1.00% Floor 09/13/24 5,638 5,557 5,542 (9)(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 09/13/24 2,019 2,002 1,975 (9)(23)(28)
23,041 22,786
Total Chemicals, Plastics & Rubber $ 101,770 $ 64,903
Construction & Building
Englert
Gutter Buyer, Inc. First Lien Secured Debt L+575, 1.00% Floor 03/06/25 $ 28,393 $ 28,097 $ 28,169 (9)(26)
First Lien Secured Debt - Revolver P+475 03/06/24 2,727 2,019 2,013 (9)(20)(21)
(23)(25)
Gutter Holdings, LP Common Equity - Common Stock N/A N/A 500 Shares 500 1,226 (9)
Total Construction & Building $ 30,616 $ 31,408
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Consumer Goods – Durable
A&V
A&V Holdings Midco, LLC First Lien Secured Debt - Revolver L+450, 1.00% Floor 03/10/25 $ 1,505 $ (80) $ (52) (8)(21)(23)
KDC
KDC US Holdings First Lien Secured Debt - Revolver L+325, 0.00% Floor 12/21/23 6,020 692 620 (20)(21)(23)(26)
KLO Holdings, LLC
1244311 B.C. Ltd. (4) First Lien Secured Debt L+500, 1.00% Floor 09/30/25 2,978 2,978 2,794 (17)(28)
First Lien Secured Debt L+500 PIK, 1.00% Floor 09/30/25 1,079 1,079 1,006 (17)(28)
Common Equity - Common Stock N/A N/A 1,000,032 Shares 1,000 976 (2)(13)(17)
(24)
GSC Technologies Inc. (4) First Lien Secured Debt L+500 Cash plus 5.00% PIK, 1.00% Floor 09/30/25 206 206 192 (17)(28)
5,263 4,968
Liqui-Box
Liqui-Box Holdings, Inc. First Lien Secured Debt - Revolver L+450, 1.00% Floor 02/26/25 2,416 878 889 (20)(21)(23)(28)
First Lien Secured Debt - Revolver P+350 02/26/25 1,144 1,137 1,143 (23)(25)
2,015 2,032
NSi Industries
Wildcat BuyerCo, Inc. First Lien Secured Debt L+575, 1.00% Floor 02/27/26 14,660 13,096 13,271 (21)(23)(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 02/27/26 725 (11) (13) (8)(21)(23)
Wildcat Parent LP Common Equity - Common Stock N/A N/A 1,070 Shares 107 180 (13)
13,192 13,438
Sorenson Holdings, LLC
Sorenson Holdings, LLC Common Equity - Membership Interests N/A N/A 587 Shares — 325 (10)(13)
Total Consumer Goods – Durable $ 21,082 $ 21,331
Consumer Goods – Non-durable
3D Protein
Protein For Pets Opco, LLC First Lien Secured Debt - Revolver L+500, 1.00% Floor 05/31/24 $ 2,219 $ (25) $ — (9)(21)(23)
Dan Dee
Project Comfort Buyer, Inc. First Lien Secured Debt L+700, 1.00% Floor 02/01/25 24,897 24,548 23,936 (9)(28)
First Lien Secured Debt - Revolver L+700, 1.00% Floor 02/01/24 3,462 (38) (139) (8)(9)(21)
(23)
Preferred Equity - Preferred Equity N/A N/A 461,538 Shares 462 37 (9)(13)
24,972 23,834
LashCo
Lash OpCo, LLC First Lien Secured Debt L+700, 1.00% Floor 03/18/26 44,992 42,582 42,819 (9)(21)(23)
(26)
First Lien Secured Debt - Revolver L+700, 1.00% Floor 09/18/25 1,612 (48) (25) (8)(9)(21)
(23)
42,534 42,794
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Paladone
Paladone Group Bidco Limited First Lien Secured Debt L+575, 1.00% Floor 11/12/27 7,988 5,974 6,035 (9)(17)(21)
(23)(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 11/12/27 353 (9) (4) (8)(9)(17)
(21)(23)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 11/12/27 1,412 (27) (12) (8)(9)(17)
(21)(23)
Paladone Group Holdings Limited Common Equity - Common Stock N/A N/A 94,151 Shares 94 119 (9)(13)(17)
(24)
6,032 6,138
Sequential Brands Group, Inc.
Gainline Galaxy Holdings LLC Common Equity - Common Stock N/A N/A 10,854 Shares 2,041 1,900 (13)(16)(17)(24)
Sequential Avia Holdings LLC Second Lien Secured Debt L+500, 1.00% Floor 11/12/26 1,717 1,716 1,717 (17)(29)
Sequential Brands Group, Inc. Second Lien Secured Debt 8.75% 02/07/24 1,293 — 239 (14)(17)
Swisstech IP CO, LLC First Lien Secured Debt 6.00% PIK 11/29/24 264 1 264 (17)
3,758 4,120
Total Consumer Goods – Non-durable $ 77,271 $ 76,886
Consumer Services
Activ
Activ Software Holdings, LLC First Lien Secured Debt L+650, 1.00% Floor 05/04/27 $ 29,869 $ 29,359 $ 29,418 (9)(30)
First Lien Secured Debt - Revolver L+625, 1.00% Floor 05/04/27 2,407 (41) (36) (8)(9)(21)
(23)
29,318 29,382
Bird
Bird US Opco, LLC First Lien Secured Debt L+750, 1.00% Floor 10/12/24 48,549 22,076 22,821 (9)(23)(26)
Clarus Commerce
Marlin DTC-LS Midco 2, LLC First Lien Secured Debt L+650, 1.00% Floor 07/01/25 21,632 21,330 21,529 (28)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 07/01/25 685 8 (3) (8)(21)(23)
21,338 21,526
First Heritage
First Heritage Credit, LLC First Lien Secured Debt L+475, 0.00% Floor 08/31/22 26,250 20,992 21,099 (9)(21)(23)
(26)
First Lien Secured Debt - Revolver L+550, 0.00% Floor 08/31/22 3,750 1,160 1,160 (9)(21)(23)
(26)
22,152 22,259
Go Car Wash
Go Car Wash Management Corp. First Lien Secured Debt L+575, 1.00% Floor 12/31/26 11,443 9,269 9,255 (9)(21)(23)
(26)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 12/31/26 417 (3) (6) (8)(9)(21)
(23)
9,266 9,249
Lending Point
LendingPoint LLC First Lien Secured Debt L+1050, 1.00% Floor 12/30/25 17,500 13,422 13,515 (9)(21)(23)
(28)
First Lien Secured Debt L+575, 1.00% Floor 12/30/25 4,167 3,158 3,186 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 12/30/25 8,333 8,262 8,318 (9)(23)(28)
24,842 25,019
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Only About Children
Nemo (BC) Bidco Pty Ltd First Lien Secured Debt BBSW+675, 1.00% Floor 04/06/24 A$ 7,000 4,953 4,907 (17)(21)(23)(32)
Paper Source
Papershop Holdco Inc. First Lien Secured Debt L+700, 1.00% Floor 05/27/26 10,607 10,515 10,395 (9)(28)
First Lien Secured Debt - Revolver L+700, 1.00% Floor 05/27/26 3,082 1,498 1,463 (9)(21)(23)
(28)
12,013 11,858
The Club Company
Eldrickco Limited First Lien Secured Debt SON+625, 0.50% Floor 11/26/25 £ 15,027 13,965 14,157 (9)(17)(21)
(23)(31)
First Lien Secured Debt - Revolver SON+625, 0.50% Floor 11/26/25 £ 356 411 457 (9)(17)(23)
(31)
First Lien Secured Debt - Revolver SON+625, 0.50% Floor 05/26/25 £ 345 1 (5) (8)(9)(17)
(21)(23)
14,377 14,609
US Auto
U.S. Auto Finance, Inc. First Lien Secured Debt L+525, 1.00% Floor 04/17/24 20,000 9,343 9,202 (9)(21)(23)
(28)
First Lien Secured Debt L+525, 1.00% Floor 03/31/23 1,000 975 995 (9)(28)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 04/17/24 13,333 2,412 2,418 (9)(21)(23)
(28)
12,730 12,615
Total Consumer Services $ 173,065 $ 174,245
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation First Lien Secured Debt - Revolver L+550, 1.00% Floor 06/11/24 $ 2,273 $ (22) $ (3) (8)(9)(21)
(23)
Peer Advisors, LLC First Lien Secured Debt L+550, 1.00% Floor 06/11/24 17,386 17,210 17,366 (9)(26)
17,188 17,363
Flock Financial, LLC
Flock SPV I, LLC First Lien Secured Debt L+650, 1.00% Floor 12/31/22 14,667 12,011 11,985 (9)(17)(21)
(23)(26)
First Lien Secured Debt - Revolver L+650, 1.00% Floor 12/31/22 5,333 1,847 1,861 (9)(17)(21)
(23)(26)
13,858 13,846
Golden Bear
Golden Bear 2016-R, LLC (4) Structured Products and Other - Membership Interests N/A 09/20/42 N/A 16,998 10,038 (3)(17)
Purchasing Power, LLC
Purchasing Power Funding I, LLC First Lien Secured Debt - Revolver L+650, 0.00% Floor 01/24/24 9,113 1,142 1,142 (9)(21)(23)
(26)
Spectrum Automotive
Shelby 2021 Holdings Corp. First Lien Secured Debt L+575, 0.75% Floor 06/29/28 14,490 12,288 12,329 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+575, 0.75% Floor 06/29/27 420 (6) (4) (8)(9)(21)
(23)
12,282 12,325
Ten-X, LLC
Ten-X, LLC First Lien Secured Debt - Revolver L+325, 0.00% Floor 09/29/22 4,680 (43) (73) (8)(21)(23)
Total Diversified Investment Vehicles, Banking, Finance, Real Estate $ 61,425 $ 54,641
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Education
NFA Group
SSCP Spring Bidco Limited First Lien Secured Debt SON+600, 0.50% Floor 07/30/25 £ 30,000 $ 36,322 $ 39,059 (9)(17)(31)
Total Education $ 36,322 $ 39,059
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 142 Shares $ 534 $ 355 (15)(17)(24)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4) Preferred Equity - Series E Preferred Stock N/A N/A 441,576 Shares 1,902 4,988 (13)(17)(24)
Preferred Equity - Series B Preferred Stock N/A N/A 1,505,868 Shares 8,343 — (13)(24)
Preferred Equity - Series D Preferred Stock N/A N/A 436,689 Shares 5,568 — (13)(24)
Renew JV LLC (4) Common Equity - Membership Interests N/A N/A 465,750 Shares 466 613 (13)(17)(24)
16,813 5,956
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited First Lien Secured Debt 4.00% 03/08/23 £ 5,562 7,230 1,874 (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)
12,857 1,874
Total Energy – Electricity $ 29,670 $ 7,830
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 03/31/23 $ 8,323 $ 7,458 $ 6,204 (14)
Common Equity - Common Stock N/A N/A 10,000,000 Shares 30,078 — (13)(24)
37,536 6,204
Pelican
Pelican Energy, LLC (4) Common Equity - Membership Interests N/A N/A 1,444 Shares 13,063 630 (13)(16)(17)(24)
Spotted Hawk
SHD Oil & Gas, LLC (5) First Lien Secured Debt - Tranche C Note 12.00% 06/30/22 24,728 24,728 25,470
Common Equity - Series C Units N/A N/A 50,952,525 Shares 44,067 4,652 (13)(16)(24)
Common Equity - Series A Units N/A N/A 7,600,000 Shares 1,411 — (13)(16)(24)
70,206 30,122
Total Energy – Oil & Gas $ 120,805 $ 36,956
Environmental Industries
Ortega National Parks
Ortega National Parks, LLC First Lien Secured Debt L+500, 1.00% Floor 10/31/26 $ 14,497 $ 8,156 $ 8,235 (9)(21)(23)
(29)
First Lien Secured Debt - Revolver L+500, 1.00% Floor 10/31/26 2,049 (27) (9) (8)(9)(21)
(23)
Total Environmental Industries $ 8,129 $ 8,226
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Healthcare & Pharmaceuticals
83bar
83Bar, Inc. First Lien Secured Debt L+575, 1.50% Floor 07/02/26 $ 5,000 $ 4,978 $ 4,975 (9)(26)
Akoya
Akoya Biosciences, Inc. First Lien Secured Debt L+635, 1.50% Floor 10/27/25 9,750 9,772 9,771 (9)(26)
Analogic
Analogic Corporation First Lien Secured Debt L+525, 1.00% Floor 06/22/24 17,850 17,675 17,582 (9)(28)
First Lien Secured Debt - Revolver L+525, 1.00% Floor 06/22/23 1,826 1,293 1,277 (9)(21)(23)
(28)
18,968 18,859
Cato Research
LS Clinical Services Holdings, Inc. First Lien Secured Debt L+675, 1.00% Floor 12/16/27 13,092 12,778 12,787 (9)(26)
First Lien Secured Debt - Revolver L+675, 1.00% Floor 12/16/26 1,875 237 237 (9)(21)(23)
(28)
13,015 13,024
Cerus
Cerus Corporation First Lien Secured Debt L+545, 1.80% Floor 03/01/24 16,500 16,467 16,665 (9)(17)(26)
First Lien Secured Debt - Revolver L+375, 1.80% Floor 03/01/24 1,500 670 672 (9)(17)(21)
(23)(26)
17,137 17,337
Compass Health
Roscoe Medical, Inc First Lien Secured Debt SOFR+625, 1.00% Floor 09/30/24 7,601 7,328 7,316 (9)(27)
First Lien Secured Debt - Revolver SOFR+625, 1.00% Floor 09/30/24 1,393 767 767 (9)(21)(23)
(27)
8,095 8,083
Emmes Corporation
Emmes Blocker, Inc. Common Equity - Common Stock N/A N/A 306 Shares 306 879 (9)(13)
The Emmes Company, LLC First Lien Secured Debt L+500, 1.00% Floor 03/03/25 15,886 15,755 15,646 (9)(29)
First Lien Secured Debt - Revolver L+500, 1.00% Floor 03/03/25 2,449 2,431 2,412 (9)(23)(26)
18,492 18,937
EmpiRx
EmpiRx Health LLC First Lien Secured Debt L+550, 1.00% Floor 08/05/27 9,068 8,906 8,977 (9)(28)
First Lien Secured Debt - Revolver L+550, 1.00% Floor 08/05/27 909 (16) (9) (8)(9)(21)
(23)
8,890 8,968
Forge Biologics
Forge Biologics, Inc. First Lien Secured Debt L+675, 0.50% Floor 12/03/26 26,667 3,209 3,245 (9)(23)(26)
Gossamer
GB001, Inc. First Lien Secured Debt L+700, 2.00% Floor 01/01/25 30,000 5,886 6,056 (9)(17)(23)
(26)
Health & Safety Institute
HSI HALO Acquisition, Inc. First Lien Secured Debt L+575, 1.00% Floor 08/31/26 16,378 13,500 13,335 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 09/02/25 813 131 121 (9)(21)(23)
(26)
Common Equity - Common Stock N/A N/A 500 Shares 500 679 (9)(13)
14,131 14,135
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
IMA Group
IMA Group Management Company, LLC First Lien Secured Debt L+600, 1.00% Floor 05/30/24 12,680 8,560 8,566 (21)(23)(29)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 05/30/24 289 259 257 (21)(23)(28)
8,819 8,823
Kepro
Keystone Acquisition Corp. First Lien Secured Debt L+575, 0.75% Floor 01/26/29 14,022 11,812 11,925 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+575, 0.75% Floor 01/26/28 978 (19) (10) (8)(9)(21)
(23)
11,793 11,915
Kindeva
Kindeva Drug Delivery L.P. First Lien Secured Debt L+600, 1.00% Floor 05/01/26 9,410 9,254 9,311 (9)(28)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 05/01/25 167 147 147 (9)(21)(23)
(26)
9,401 9,458
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.) Common Equity - Common Stock N/A N/A 133 Shares 133 217 (9)(13)
Kure Pain Holdings, Inc. First Lien Secured Debt L+500, 1.00% Floor 08/27/24 21,658 21,497 21,398 (9)(26)
First Lien Secured Debt - Revolver L+500, 1.00% Floor 08/27/24 2,654 (24) (33) (8)(9)(21)
(23)
21,606 21,582
LucidHealth
Premier Imaging, LLC First Lien Secured Debt L+600, 1.00% Floor 01/02/25 12,480 7,628 7,614 (9)(21)(23)
(26)
Mannkind Corporation
Mannkind Corporation First Lien Secured Debt L+675, 1.00% Floor 08/01/25 13,866 13,793 14,058 (9)(26)
First Lien Secured Debt L+625, 1.00% Floor 08/01/25 30,000 (23) — (9)(23)
Common Equity - Common Stock N/A N/A 334,226 Shares 76 1,230 (9)(10)(13)
(17)
13,846 15,288
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC First Lien Secured Debt L+550, 1.00% Floor 12/06/27 23,436 23,206 23,145 (9)(28)
First Lien Secured Debt - Revolver L+550, 1.00% Floor 12/06/26 1,558 (11) (20) (8)(9)(21)
(23)
23,195 23,125
Medical Guardian
Medical Guardian, LLC First Lien Secured Debt L+650, 1.00% Floor 10/26/26 36,112 30,882 30,966 (9)(21)(23)
(26)
First Lien Secured Debt - Revolver L+650, 1.00% Floor 10/26/26 3,810 (52) (41) (8)(9)(21)
(23)
30,830 30,925
Midwest Vision
Midwest Vision Partners Management, LLC First Lien Secured Debt L+650, 1.00% Floor 01/12/27 24,261 21,431 21,601 (9)(21)(23)
(28)(29)
First Lien Secured Debt - Revolver L+650, 1.00% Floor 01/12/27 612 602 606 (9)(23)(28)
22,033 22,207
Orchard
Orchard Therapeutics PLC First Lien Secured Debt L+595, 1.00% Floor 05/28/26 33,333 10,906 10,776 (9)(17)(23)
(26)
See notes to financial statements.
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March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Ovation Fertility
FPG Services, LLC First Lien Secured Debt L+550, 1.00% Floor 06/13/25 19,031 14,119 14,276 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+550, 1.00% Floor 06/13/24 2,105 (19) (5) (8)(9)(21)
(23)
14,100 14,271
Paragon 28
Paragon 28, Inc. First Lien Secured Debt L+600, 1.00% Floor 05/01/26 10,000 7,472 7,475 (9)(23)(26)
First Lien Secured Debt - Revolver L+300, 1.00% Floor 05/01/26 2,000 (8) (5) (8)(9)(21)
(23)
7,464 7,470
Partner Therapeutics, Inc
Partner Therapeutics, Inc First Lien Secured Debt L+665, 1.00% Floor 01/01/23 10,000 9,976 9,950 (9)(26)
First Lien Secured Debt L+665, 1.00% Floor 08/01/22 3,333 3,333 3,333 (9)(26)
First Lien Secured Debt - Revolver L+375, 1.00% Floor 04/01/26 1,000 (2) — (9)(21)(23)
Preferred Equity - Preferred Equity N/A N/A 55,556 Shares 333 343 (9)(13)
Warrants N/A N/A 33,333 Shares 135 99 (9)(13)
13,775 13,725
PHS
PHS Buyer, Inc. First Lien Secured Debt L+600, 1.00% Floor 01/31/27 25,115 24,711 24,612 (9)(28)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 01/31/27 2,000 351 360 (9)(21)(23)
(28)
25,062 24,972
Radius Health
Radius Health, Inc. First Lien Secured Debt L+575, 2.00% Floor 06/01/24 33,833 28,736 28,459 (9)(17)(23)
(26)
First Lien Secured Debt - Revolver L+350, 2.00% Floor 06/01/24 1,000 (1) (10) (8)(9)(17)
(21)(23)
28,735 28,449
RHA Health Services
Pace Health Companies, LLC First Lien Secured Debt L+450, 1.00% Floor 08/02/24 3,768 3,729 3,736 (9)(28)
First Lien Secured Debt - Revolver L+450, 1.00% Floor 08/02/24 500 18 (4) (8)(9)(20)
(21)(23)
3,747 3,732
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc. First Lien Secured Debt L+565, 1.50% Floor 09/01/24 9,000 9,011 9,051 (9)(26)
Unchained Labs
Unchained Labs, LLC First Lien Secured Debt L+550, 1.00% Floor 08/09/27 6,760 1,848 1,854 (9)(21)(23)
(26)
First Lien Secured Debt - Revolver L+550, 1.00% Floor 08/09/27 726 (13) (7) (8)(9)(21)
(23)
1,835 1,847
WellDyneRx, LLC
WelldyneRX, LLC First Lien Secured Debt SOFR+675, 0.75% Floor 03/09/27 18,077 17,720 17,715 (9)(27)
First Lien Secured Debt - Revolver SOFR+675, 0.75% Floor 03/09/26 1,923 (38) (38) (8)(9)(21)
(23)
17,682 17,677
Total Healthcare & Pharmaceuticals $ 404,041 $ 406,297
High Tech Industries
Acronis AG
ACRONIS AG First Lien Secured Debt L+535, 1.50% Floor 12/18/24 $ 21,000 $ 20,941 $ 20,962 (9)(17)(26)
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
American Megatrends
AMI US Holdings Inc. First Lien Secured Debt L+525, 1.00% Floor 04/01/25 21,430 21,211 21,430 (9)(26)
First Lien Secured Debt - Revolver L+525, 0.00% Floor 04/01/24 2,907 1,139 1,163 (9)(21)(23)
(26)
22,350 22,593
Calero Holdings, Inc.
Telesoft Holdings, LLC First Lien Secured Debt L+575, 1.00% Floor 12/16/25 22,273 21,952 22,141 (28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 12/16/25 2,273 (32) (13) (8)(21)(23)
21,920 22,128
ChyronHego Corporation
ChyronHego Corporation (5) First Lien Secured Debt L+350 Cash plus 1.50% PIK, 1.00% Floor 12/31/22 85,277 84,170 84,424 (28)
First Lien Secured Debt L+800 PIK, 1.00% Floor 12/31/22 2,570 2,500 2,545 (28)
First Lien Secured Debt - Revolver L+500, 1.00% Floor 12/31/22 8,000 7,156 7,076 (21)(23)(28)
Preferred Equity - Preferred Equity N/A N/A 7,800 Shares 6,000 15,553 (13)(24)
99,826 109,598
Dairy.com
Momentx Corporation First Lien Secured Debt L+575, 1.00% Floor 06/24/27 13,640 13,395 13,265 (9)(28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 06/24/27 1,257 (22) (35) (8)(9)(21)
(23)
13,373 13,230
Digital.ai
Digital.ai Software Holdings, Inc. First Lien Secured Debt L+700, 1.00% Floor 02/10/27 22,355 21,810 22,080 (9)(28)
First Lien Secured Debt - Revolver L+650, 1.00% Floor 02/10/27 2,419 748 777 (9)(21)(23)
(28)
22,558 22,857
GoHealth
Norvax, LLC First Lien Secured Debt - Revolver L+650, 1.00% Floor 09/13/24 3,182 2,428 2,461 (9)(21)(23)
(26)(28)
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc. First Lien Secured Debt L+535, 1.00% Floor 06/06/25 14,438 14,305 13,642 (26)
Modern Campus
Destiny Solutions U.S., Inc. First Lien Secured Debt L+600, 1.00% Floor 06/08/26 25,573 25,024 25,126 (26)
RMCF IV CIV XXXV, L.P. Common Equity - Common Stock N/A N/A 482 Shares 1,000 1,430 (13)(24)
26,024 26,556
MYCOM
Magnate Holding Corp. First Lien Secured Debt L+625, 0.50% Floor 12/16/24 19,164 19,050 18,817 (9)(17)(28)
First Lien Secured Debt - Revolver L+625, 0.50% Floor 12/14/23 3,150 3,133 3,105 (9)(17)(23)
(28)
22,183 21,922
New Era Technology, Inc.
New Era Technology, Inc. First Lien Secured Debt L+625, 1.00% Floor 10/31/26 23,794 21,315 21,221 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver L+625, 1.00% Floor 10/30/26 1,049 594 591 (9)(21)(23)
(28)
21,909 21,812
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Pro Vigil
Pro-Vigil Holding Company, LLC First Lien Secured Debt L+850, 1.00% Floor 01/11/25 9,910 9,724 9,808 (9)(28)
First Lien Secured Debt SOFR+850, 1.00% Floor 01/11/25 5,329 1,493 1,542 (9)(21)(23)
(27)
11,217 11,350
Schlesinger Group
Schlesinger Global, LLC First Lien Secured Debt L+600 Cash plus 1.00% PIK, 1.00% Floor 07/12/25 9,882 9,730 9,747 (9)(28)
First Lien Secured Debt L+775, 1.00% Floor 07/12/25 963 950 964 (9)(28)
10,680 10,711
Simeio
Simeio Group Holdings, Inc. First Lien Secured Debt L+550, 1.00% Floor 02/02/26 8,178 8,099 8,076 (9)(26)
First Lien Secured Debt - Revolver L+525, 1.00% Floor 02/02/26 1,731 (17) (21) (8)(9)(21)
(23)
8,082 8,055
Sirsi Corporation
Sirsi Corporation First Lien Secured Debt L+450, 1.00% Floor 03/15/24 5,456 5,423 5,440 (9)(26)
First Lien Secured Debt - Revolver L+450, 1.00% Floor 03/15/24 429 (3) (1) (8)(9)(21)
(23)
5,420 5,439
Springbrook
Springbrook Holding Company, LLC First Lien Secured Debt L+550, 1.00% Floor 12/23/26 15,933 15,724 15,786 (28)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 12/23/26 1,463 (17) (13) (8)(21)(23)
15,707 15,773
Tax Slayer
MEP-TS Midco, LLC First Lien Secured Debt L+600, 1.00% Floor 12/31/26 13,379 13,139 13,245 (9)(29)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 12/31/26 1,452 (1) (15) (8)(9)(21)
(23)
13,138 13,230
Telnyx
Telnyx LLC First Lien Secured Debt L+625, 1.50% Floor 10/21/25 5,250 5,230 5,277 (9)(26)
UpStack
Upstack Holdco Inc. First Lien Secured Debt L+550, 1.00% Floor 08/20/27 31,914 27,581 27,995 (9)(21)(23)
(29)
First Lien Secured Debt - Revolver L+550, 1.00% Floor 08/20/27 3,000 (74) (30) (8)(9)(20)
(21)(23)
27,507 27,965
Total High Tech Industries $ 384,798 $ 395,561
Hotel, Gaming, Leisure, Restaurants
Guernsey
Guernsey Holdings SDI LA LLC First Lien Secured Debt 6.95% 11/18/26 $ 9,904 $ 9,812 $ 9,811 (9)
First Lien Secured Debt L+595, 1.00% Floor 11/18/26 1,167 1 (11) (8)(9)(23)
9,813 9,800
Taco Cabana
YTC Enterprises, LLC First Lien Secured Debt L+625, 1.00% Floor 08/16/26 9,942 9,835 9,843 (9)(26)
Total Hotel, Gaming, Leisure, Restaurants $ 19,648 $ 19,643
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Insurance
High Street Insurance
High Street Buyer, Inc. First Lien Secured Debt L+600, 0.75% Floor 04/14/28 $ 30,113 $ 29,607 $ 29,586 (9)(26)
First Lien Secured Debt - Revolver L+600, 0.75% Floor 04/16/27 2,203 (37) (39) (8)(9)(21)
(23)
29,570 29,547
PGM Holdings Corporation
Turbo Buyer, Inc. First Lien Secured Debt L+600, 1.00% Floor 12/02/25 19,230 18,930 18,889 (9)(29)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 12/02/25 923 (14) (16) (8)(9)(21)
(23)
18,916 18,873
Relation Insurance
AQ Sunshine, Inc. First Lien Secured Debt L+600, 1.00% Floor 04/15/25 34,858 31,093 31,447 (9)(21)(23)
(26)(28)(29)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 04/15/24 1,785 263 280 (9)(20)(21)
(23)(29)
31,356 31,727
Total Insurance $ 79,842 $ 80,147
Manufacturing, Capital Equipment
AVAD, LLC
Surf Opco, LLC First Lien Secured Debt - Revolver L+400, 1.00% Floor 03/17/26 $ 16,667 $ 11,564 $ 11,419 (9)(20)(21)
(23)(26)
Preferred Equity - Class P-1 Preferred N/A N/A 33,333 Shares 3,333 6,342 (9)(13)(16)
Preferred Equity - Class P-2 Preferred N/A N/A 85,164 Shares 8,516 1,970 (9)(13)(16)
Common Equity - Class A-1 Common N/A N/A 3,333 Shares — 85 (9)(13)(16)
23,413 19,816
Kauffman
Kauffman Holdco, LLC Common Equity - Common Stock N/A N/A 250,000 Shares 250 98 (9)(13)
Kauffman Intermediate, LLC First Lien Secured Debt L+650, 1.00% Floor 05/08/25 16,281 16,114 15,843 (9)(30)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 05/08/25 1,243 277 277 (9)(21)(23)
(28)
16,641 16,218
MedPlast Holdings Inc.
Viant Medical Holdings, Inc. (fka MedPlast Holdings, Inc.) Second Lien Secured Debt L+775, 0.00% Floor 07/02/26 8,000 7,959 7,607 (26)
Total Manufacturing, Capital Equipment $ 48,013 $ 43,641
Media – Diversified & Production
New Wave Entertainment
NW Entertainment, Inc. First Lien Secured Debt L+750 Cash plus 2.00% PIK, 1.00% Floor 08/16/24 $ 29,195 $ 28,940 $ 29,186 (9)(28)
First Lien Secured Debt - Revolver L+750, 1.00% Floor 08/16/24 3,078 3,050 3,061 (9)(23)(28)
31,990 32,247
Nitro World Entertainment
NWE OPCO LP First Lien Secured Debt L+650, 2.00% Floor 12/19/22 4,579 4,573 4,572 (9)(26)
Sonar Entertainment
Sonar Entertainment, Inc. First Lien Secured Debt L+760, 1.25% Floor 11/15/21 2,475 2,474 2,019 (9)(11)(26)
First Lien Secured Debt - Revolver L+760, 1.25% Floor 11/15/21 1,604 1,561 1,308 (9)(11)(23)
(26)
4,035 3,327
Total Media – Diversified & Production $ 40,598 $ 40,146
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry / Company Investment Type Interest Rate Maturity Date Par/Shares (12) Cost (33) Fair Value (1)(34)
Retail
IPS
SI Holdings, Inc. First Lien Secured Debt L+600, 1.00% Floor 07/25/25 $ 31,005 $ 30,645 $ 30,780 (9)(26)
First Lien Secured Debt - Revolver L+600, 1.00% Floor 07/25/24 3,413 395 404 (9)(21)(23)
(26)
Total Retail $ 31,040 $ 31,184
Telecommunications
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc. Second Lien Secured Debt L+825, 1.00% Floor 11/01/25 $ 7,128 $ 7,119 $ 6,843 (28)
Total Telecommunications $ 7,119 $ 6,843
Transportation – Cargo, Distribution
Beacon Mobility
Beacon Mobility Corp. First Lien Secured Debt L+550, 1.00% Floor 05/22/24 $ 28,266 $ 13,227 $ 13,429 (9)(21)(23)
(28)
First Lien Secured Debt - Revolver P+450 05/22/24 4,145 597 635 (9)(20)(21)
(23)(25)
First Lien Secured Debt - Revolver L+400, 0.00% Floor 05/22/24 50,000 — — (9)(22)(23)
13,824 14,064
Dynamic Product Tankers (Prime), LLC
Dynamic Product Tankers, LLC (5) Common Equity - Class A Units N/A N/A N/A 44,432 3,110 (13)(17)(19)(24)
Heniff and Superior
Heniff Holdco, LLC First Lien Secured Debt L+575, 1.00% Floor 12/03/26 30,453 30,019 29,582 (9)(26)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 12/03/24 3,925 1,331 1,295 (9)(20)(21)
(23)(26)
31,350 30,877
MSEA Tankers LLC
MSEA Tankers LLC (5) Common Equity - Class A Units N/A N/A N/A 50,258 34,274 (17)(18)(24)
Total Transportation – Cargo, Distribution $ 139,864 $ 82,325
Wholesale
Banner Solutions
Banner Buyer, LLC First Lien Secured Debt L+575, 1.00% Floor 10/31/25 $ 17,751 $ 15,111 $ 15,171 (9)(21)(23)
(26)
First Lien Secured Debt - Revolver L+575, 1.00% Floor 10/31/25 1,935 623 631 (9)(21)(23)
(26)
Banner Parent Holdings, Inc. Common Equity - Common Stock N/A N/A 6,125 Shares 613 539 (9)(13)
16,347 16,341
Thomas Scientific
BSP-TS, LP Common Equity - Common Stock N/A N/A 185 Shares 185 190 (9)(13)(24)
Thomas Scientific, LLC First Lien Secured Debt L+625, 1.00% Floor 12/14/27 31,785 26,056 26,283 (9)(21)(23)
(29)
First Lien Secured Debt - Revolver L+625, 1.00% Floor 12/14/27 2,963 (56) (30) (8)(9)(21)
(23)
26,185 26,443
Total Wholesale $ 42,532 $ 42,784
Total Investments $ 2,745,829 $ 2,523,173 (6)(7)
____________________
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
(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, 2022, we had a 100% equity ownership interest in Golden Bear 2016-R, LLC, a collateralized loan obligation, and 26% equity ownership interest in Carbonfree Chemicals SA LLC.
(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, 2021 and March 31, 2022 along with transactions during the year ended March 31, 2022 in these affiliated investments are as follows:
Name of Issuer Fair Value at March 31, 2021 Gross Additions ● Gross Reductions ■ Net Change in Unrealized Gains (Losses) Fair Value at March 31, 2022 Net Realized Gains (Losses) Interest/Dividend/Other Income
1244311 B.C. Ltd., Common Stock $ 1,719 $ — $ — $ (743) $ 976 $ — $ —
1244311 B.C. Ltd., Term Loan 3,822 63 (15) (70) 3,800 — 245
9357-5991 Quebec Inc., Term Loan — — (215) — — 215 —
AIC SPV Holdings II, LLC, Preferred Equity 498 — — (143) 355 — 109
Carbonfree Chemicals Holdings LLC, Common Stock 25,424 904 — 15,789 42,117 — —
Carbonfree Chemicals SA LLC, Class B Units — — — — — — —
Golden Bear 2016-R, LLC, Membership Interests 11,289 186 — (1,437) 10,038 — 1,181
GSC Technologies Inc., Term Loan — 221 (15) (14) 192 — 16
KLO Acquisition LLC, Term Loan — — (327) 1 — 326 —
Pelican Energy, LLC, Common Stock 2,170 — (3,701) 2,161 630 — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock 42 — — (42) — — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock 28 — — (28) — — —
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series E Preferred Stock 5,106 — — (118) 4,988 — —
Renew JV LLC, Membership Interests 776 — (205) 42 613 — —
$ 50,874 $ 1,374 $ (4,478) $ 15,398 $ 63,709 $ 541 $ 1,551
____________________
● 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, 2022
(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, 2021 and March 31, 2022 along with transactions during the year ended March 31, 2022 in these controlled investments are as follows:
Name of Issuer Fair Value at March 31, 2021 Gross Additions ● Gross Reductions ■ Net Change in Unrealized Gains (Losses) Fair Value at March 31, 2022 Net Realized Gains (Losses) Interest/Dividend/Other Income
Majority Owned Company
ChyronHego Corporation, Preferred Equity $ 6,151 $ — $ — $ 9,402 $ 15,553 $ — $ —
ChyronHego Corporation, Revolver 2,226 4,750 — 100 7,076 — 316
ChyronHego Corporation, Term Loan 81,676 5,230 (205) 268 86,969 — 6,692
Dynamic Product Tankers, LLC, Common Stock 25,528 — (5,374) (17,044) 3,110 — —
Dynamic Product Tankers, LLC, Unsecured Term Loan 22,000 — (22,000) — — — 959
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock — — — — — — —
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Term Loan 8,111 — (8,542) 27,561 6,204 (20,926) —
Merx Aviation Finance, LLC, Letter of Credit — — — — — — —
Merx Aviation Finance, LLC, Membership Interests 125,061 — (84,500) (17,052) 23,509 — —
Merx Aviation Finance, LLC, Revolver 190,500 89,500 (5,000) — 275,000 — 25,419
MSEA Tankers LLC, Class A Units 57,028 — (7,403) (15,351) 34,274 2,059
Controlled Company —
SHD Oil & Gas, LLC, Series C Units — 44,065 — (39,413) 4,652 — —
SHD Oil & Gas, LLC, Series A Units — — — — — — —
SHD Oil & Gas, LLC, Tranche A Note 9,899 — (44,065) 34,159 — 7
SHD Oil & Gas, LLC, Tranche B Note — — — 44,380 — (44,380) —
SHD Oil & Gas, LLC, Tranche C Note 25,470 — — — 25,470 — 3,009
$ 553,650 $ 143,545 $ (177,089) $ 27,010 $ 481,817 $ (65,299) $ 38,454
____________________
● 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, 2022, the Company had a 87%, 85%, 96%, 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, 2022
(In thousands, except share data)
(6) Aggregate gross unrealized gain and loss for federal income tax purposes is $58,579 and $303,980, respectively. Net unrealized loss is $245,401 based on a tax cost of $2,798,608.
(7) Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 6 to the financial statements). As such, these securities are not available as collateral to our general creditors.
(8) The negative fair value is the result of the commitment being valued below par.
(9) These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 3 to the financial statements for discussion of the exemptive order from the SEC.)
(10) Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).
(11) The maturity date for this investment was November 15, 2021. The investment is expected to be paid down in a series of payments subsequent to the stated maturity date.
(12) Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), 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 owns preferred shares representing 14.25% economic interest.
(16) AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC, AIC Pelican Holdings, LLC, AP Surf Investments, LLC and AIC SB Holdings 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. AIC SB Holdings LLC holds equity investments in Gainline Galaxy Holdngs 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, 2022, non-qualifying assets represented approximately 11.00% of the total assets of the Company.
(18) As of March 31, 2022, 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) As of March 31, 2022, 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.
(20) As of March 31, 2022, there were letters of credit issued and outstanding through the Company under this first lien senior secured revolving loan.
(21) The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.
(22) A letter of credit associated with this investment has been issued through the Company’s Senior Secured Facility. In the event of draw of funds the related funding would be pro-rated for all existing lenders in the investment.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
(23) As of March 31, 2022, 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 8 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
Activ Software Holdings, LLC 2,407 — — 2,407
Alpinex Opco, LLC 5,585 — — 5,585
AMI US Holdings Inc. 2,907 1,163 — 1,744
Analogic Corporation 1,826 1,304 — 522
AQ Sunshine, Inc. 5,039 286 23 4,730
Banner Buyer, LLC 4,387 645 — 3,742
Beacon Mobility Corp. 68,713 674 28,335 39,704
Berner Food & Beverage, LLC 2,881 1,325 — 1,556
Bird US Opco, LLC 25,680 — — 25,680
Cerus Corporation 1,500 672 — 828
ChyronHego Corporation 8,000 7,156 — 844
Club Car Wash Operating, LLC 8,971 — — 8,971
Compu-Link Corporation 2,273 — — 2,273
Digital.ai Software Holdings, Inc. 2,419 806 — 1,613
EHL Merger Sub, LLC 4,155 — — 4,155
Eldrickco Limited* 6,088 467 — 5,621
EmpiRx Health LLC 909 — — 909
Erickson Inc 36,000 27,388 960 7,652
First Heritage Credit, LLC 9,000 1,160 — 7,840
Flock SPV I, LLC 8,000 1,867 — 6,133
Forge Biologics, Inc. 23,334 — — 23,334
FPG Services, LLC 6,810 — — 6,810
Gabriel Partners, LLC 665 133 — 532
GB001, Inc. 24,000 — — 24,000
Go Car Wash Management Corp. 2,439 — — 2,439
Graffiti Buyer, Inc. 3,920 414 — 3,506
Guernsey Holdings SDI LA LLC 1,167 — — 1,167
Gutter Buyer, Inc. 2,727 2,045 94 588
Heniff Holdco, LLC 3,925 1,374 281 2,270
High Street Buyer, Inc. 2,203 — — 2,203
Hive Intermediate, LLC 2,326 — — 2,326
HRO (Hero Digital) Holdings, LLC 10,213 — 31 10,182
HSI HALO Acquisition, Inc. 3,492 136 — 3,356
IMA Group Management Company, LLC 4,277 260 — 4,017
Jacent Strategic Merchandising 3,500 3,494 — 6
JF Acquisition, LLC 1,569 — — 1,569
Kauffman Intermediate, LLC 1,243 311 — 932
KDC US Holdings 6,020 692 40 5,288
Keystone Acquisition Corp. 2,935 — — 2,935
Kindeva Drug Delivery L.P. 167 150 — 17
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Name of Issuer Total Commitment Drawn Commitment Letters of Credit ** Undrawn Commitment
KL Charlie Acquisition Company 9,962 — — 9,962
Kure Pain Holdings, Inc. 2,654 — — 2,654
Lash OpCo, LLC 3,136 — — 3,136
LendingPoint LLC 13,244 8,333 — 4,911
Lifelong Learner Holdings, LLC 2,985 2,982 — 3
Liqui-Box Holdings, Inc. 3,560 2,036 79 1,445
LS Clinical Services Holdings, Inc. 1,875 281 — 1,594
Magnate Holding Corp. 3,150 3,150 — —
Mannkind Corporation 30,000 — — 30,000
Marlin DTC-LS Midco 2, LLC 685 — — 685
Maxor National Pharmacy Services, LLC 1,558 — — 1,558
Medical Guardian, LLC 8,572 — — 8,572
MEP-TS Midco, LLC 1,452 — — 1,452
Merx Aviation Finance, LLC 275,177 275,000 177 —
Midwest Vision Partners Management, LLC 3,029 612 — 2,417
Momentx Corporation 1,257 — — 1,257
Naviga Inc. (fka Newscycle Solutions, Inc.) 500 280 — 220
Nemo (BC) Bidco Pty Ltd* 174 — — 174
New Era Technology, Inc. 3,147 612 — 2,535
Norvax, LLC 3,182 2,466 — 716
NW Entertainment, Inc. 3,078 3,078 — —
Orchard Therapeutics PLC 22,333 — — 22,333
Ortega National Parks, LLC 8,251 — — 8,251
Pace Health Companies, LLC 500 — 105 395
Paladone Group Bidco Limited 3,295 — — 3,295
Paladone Group Bidco Limited* 464 — — 464
Papershop Holdco Inc. 3,082 1,524 — 1,558
Paragon 28, Inc. 4,500 — — 4,500
Partner Therapeutics, Inc 1,000 — — 1,000
PHS Buyer, Inc. 2,000 400 — 1,600
Precision Refrigeration & Air Conditioning LLC 1,705 — — 1,705
Premier Imaging, LLC 4,680 — — 4,680
Project Comfort Buyer, Inc. 3,462 — — 3,462
Protein For Pets Opco, LLC 2,219 — — 2,219
Pro-Vigil Holding Company, LLC 3,733 — — 3,733
Purchasing Power Funding I, LLC 9,113 1,142 — 7,971
Radius Health, Inc. 5,833 — — 5,833
Roscoe Medical, Inc 1,393 819 — 574
Shelby 2021 Holdings Corp. 2,436 — — 2,436
SI Holdings, Inc. 3,413 427 — 2,986
Simeio Group Holdings, Inc. 1,731 — — 1,731
Sirsi Corporation 429 — — 429
Sonar Entertainment, Inc. 1,604 1,604 — —
Springbrook Holding Company, LLC 1,463 — — 1,463
Surf Opco, LLC 16,667 11,564 334 4,769
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Name of Issuer Total Commitment Drawn Commitment Letters of Credit ** Undrawn Commitment
Telesoft Holdings, LLC 2,273 — — 2,273
Ten-X, LLC 4,680 — — 4,680
TGG TS Acquisition Company 1,750 750 — 1,000
The Emmes Company, LLC 2,449 2,449 — —
THLP CO. LLC 4,494 1,202 79 3,213
Thomas Scientific, LLC 8,148 — — 8,148
TNT Crust LLC 3,252 3,101 — 151
Truck-Lite Co., LLC 4,175 262 81 3,832
Turbo Buyer, Inc. 923 — — 923
U.S. Auto Finance, Inc. 24,013 2,417 — 21,596
Ultimate Baked Goods Midco LLC 3,243 2,027 365 851
Unchained Labs, LLC 5,565 — — 5,565
Upstack Holdco Inc. 6,600 — 110 6,490
USLS Acquisition, Inc. 1,608 750 94 764
WelldyneRX, LLC 1,923 — — 1,923
Westfall Technik, Inc. 2,019 2,019 — —
Wildcat BuyerCo, Inc. 1,854 — — 1,854
Total Commitments $ 871,829 $ 385,209 $ 31,188 $ 455,432
____________________
* These investments are in a foreign currency and the total commitment has been converted to USD using the March 31, 2022 exchange rate.
** For all letters of credit issued and outstanding on March 31, 2022, $1,910 will expire in 2022, $29,263 will expire in 2023 and $15 will expire in 2024.
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
(24) 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, 2022, the aggregate fair value of these securities is $135,545 or 13.50% 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
BSP-TS, LP Common Equity - Common Stock 12/14/2021
Carbonfree Chemicals Holdings LLC Common Equity - Common Equity / Interest 11/19/2019
Carbonfree Chemicals SA LLC Common Equity - Class B Units 11/1/2019
ChyronHego Corporation Preferred Equity - Preferred Equity 12/29/2020
Dynamic Product Tankers, LLC Common Equity - Class A Units 4/8/2015
FCP-Hive Holdings, LLC Common Equity - Common Stock 9/22/2021
FCP-Hive Holdings, LLC Preferred Equity - Preferred Equity 9/22/2021
Gainline Galaxy Holdings LLC Common Equity - Common Stock 11/12/2021
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.) Common Equity - Common Stock 3/29/2016
Graffiti Parent, LP Common Equity - Common Stock 8/10/2021
HRO Holdings I LP Common Equity - Common Stock 11/18/2021
Merx Aviation Finance, LLC Common Equity - Membership Interests 7/1/2021
MSEA Tankers LLC Common Equity - Class A Units 12/12/2014
Owl Parent Holdings, LLC Common Equity - Common Stock 2/4/2022
Paladone Group Holdings Limited Common Equity - Common Stock 11/12/2021
Pelican Energy, LLC Common Equity - Membership Interests 3/28/2012
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 9/5/2019
RMCF IV CIV XXXV, L.P. Common Equity - Common Stock 6/8/2021
SHD Oil & Gas, LLC Common Equity - Series C Units 12/27/2012
SHD Oil & Gas, LLC Common Equity - Series A Units 11/18/2016
SMC IR Holdings, LLC Common Equity - Common Stock 3/8/2022
(25) The interest rate on these loans is subject to Prime, which as of March 31, 2022 was 3.50%
(26) The interest rate on these loans is subject to 1 month LIBOR, which as of March 31, 2022 was 0.45%
(27) The interest rate on these loans is subject to SOFR, which as of March 31, 2022 was 0.29%
(28) The interest rate on these loans is subject to 3 months LIBOR, which as of March 31, 2022 was 0.96%
(29) The interest rate on these loans is subject to 6 months LIBOR, which as of March 31, 2022 was 1.47%
(30) The interest rate on these loans is subject to 12 months LIBOR, which as of March 31, 2022 was 2.10%
(31) The interest rate on these loans is subject to SONIA, which as of March 31, 2022 was 0.69%
(32) The interest rate on these loans is subject to 6 months BBSW, which as of March 31, 2022 was 0.71%
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
(33) The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of March 31, 2022:
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 $ 41,379 $ — $ — $ — $ — $ 432 $ — $ 41,811
Aerospace & Defense 27,378 — — — — — — 27,378
Automotive 54,077 23,605 — — — 350 — 78,032
Aviation and Consumer Transport 17,179 — — — — — — 17,179
Beverage, Food & Tobacco 127,010 — — — 448 2,208 129,666
Business Services 213,118 68,216 — — 89 1,890 — 283,313
Chemicals, Plastics & Rubber 23,041 — — — — — — 23,041
Construction & Building 30,116 — — — — 500 — 30,616
Consumer Goods – Durable 15,712 — — — — 107 — 15,819
Consumer Goods – Non-Durable 72,959 1,716 — — 462 2,134 — 77,271
Consumer Services 173,065 — — — — — — 173,065
Diversified Investment Vehicles, Banking, Finance, Real Estate 44,427 — — — — — — 44,427
Education 36,322 — — — — — — 36,322
Energy – Electricity 7,231 — — — 5,623 4 — 12,858
Environmental Industries 8,129 — — — — — — 8,129
Healthcare & Pharmaceuticals 402,558 — — — 333 1,015 135 404,041
High Tech Industries 283,974 — — — — 1,000 — 284,974
Hotel, Gaming, Leisure, Restaurants 19,648 — — — — — — 19,648
Insurance 79,842 — — — — — — 79,842
Manufacturing, Capital Equipment 27,954 7,959 — — 11,850 250 — 48,013
Media – Diversified & Production 40,598 — — — — — — 40,598
Retail 31,040 — — — — — — 31,040
Telecommunications — 7,119 — — — — — 7,119
Transportation – Cargo, Distribution 45,174 — — — — — — 45,174
Wholesale 41,735 — — — — 797 — 42,532
Total Non-Controlled / Non-Affiliated Investments $ 1,863,666 $ 108,615 $ — $ — $ 18,805 $ 10,687 $ 135 $ 2,001,908
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber $ — $ — $ — $ — $ — $ 78,729 $ — $ 78,729
Consumer Goods – Durable 4,263 — — — — 1,000 — 5,263
Diversified Investment Vehicles, Banking, Finance, Real Estate — — — 16,998 — — — 16,998
Energy – Electricity — — — — 16,347 467 — 16,814
Energy – Oil & Gas — — — — — 13,062 — 13,062
Total Non-Controlled / Affiliated Investments $ 4,263 $ — $ — $ 16,998 $ 16,347 $ 93,258 $ — $ 130,866
Controlled Investments
Aviation and Consumer Transport $ 275,000 $ — $ — $ — $ — $ 35,800 $ — $ 310,800
Energy – Oil & Gas 24,728 7,458 — — — 75,555 — 107,741
High Tech Industries 93,824 — — — 6,000 — — 99,824
Transportation – Cargo, Distribution — — — — — 94,690 — 94,690
Total Controlled Investments $ 393,552 $ 7,458 $ — $ — $ 6,000 $ 206,045 $ — $ 613,055
Total $ 2,261,481 $ 116,073 $ — $ 16,998 $ 41,152 $ 309,990 $ 135 $ 2,745,829
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
(34) The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of March 31, 2022:
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 $ 41,717 $ — $ — $ — $ — $ 565 $ — $ 42,282 4.2 %
Aerospace & Defense 27,027 — — — — — — 27,027 2.7 %
Automotive 53,304 19,725 — — — 420 — 73,449 7.3 %
Aviation and Consumer Transport 17,271 — — — — — — 17,271 1.7 %
Beverage, Food & Tobacco 126,777 — — — 484 3,081 — 130,342 13.0 %
Business Services 212,157 55,508 — — 89 2,483 — 270,237 26.9 %
Chemicals, Plastics & Rubber 22,786 — — — — — — 22,786 2.3 %
Construction & Building 30,182 — — — — 1,226 — 31,408 3.1 %
Consumer Goods – Durable 15,858 — — — — 505 — 16,363 1.6 %
Consumer Goods – Non-durable 72,874 1,957 — — 37 2,018 — 76,886 7.7 %
Consumer Services 174,245 — — — — — — 174,245 17.3 %
Diversified Investment Vehicles, Banking, Finance, Real Estate 44,603 — — — — — — 44,603 4.4 %
Education 39,059 — — — — — — 39,059 3.9 %
Energy – Electricity 1,874 — — — — — — 1,874 0.2 %
Environmental Industries 8,226 — — — — — — 8,226 0.8 %
Healthcare & Pharmaceuticals 402,851 — — — 343 3,004 99 406,297 40.4 %
High Tech Industries 284,533 — — — — 1,430 — 285,963 28.4 %
Hotel, Gaming, Leisure, Restaurants 19,643 — — — — — — 19,643 2.0 %
Insurance 80,147 — — — — — — 80,147 8.0 %
Manufacturing, Capital Equipment 27,539 7,607 — — 8,313 182 — 43,641 4.3 %
Media – Diversified & Production 40,146 — — — — — — 40,146 4.0 %
Retail 31,184 — — — — — — 31,184 3.1 %
Telecommunications — 6,843 — — — — — 6,843 0.7 %
Transportation – Cargo, Distribution 44,941 — — — — — — 44,941 4.5 %
Wholesale 42,055 — — — — 729 — 42,784 4.3 %
Total Non-Controlled / Non-Affiliated Investments $ 1,860,999 $ 91,640 $ — $ — $ 9,266 $ 15,643 $ 99 $ 1,977,647 196.8 %
% of Net Assets 185.2 % 9.1 % — % — % 0.9 % 1.6 % — % 196.8 %
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber $ — $ — $ — $ — $ — $ 42,117 $ — $ 42,117 4.1 %
Consumer Goods – Durable 3,992 — — — — 976 — 4,968 0.5 %
Diversified Investment Vehicles, Banking, Finance, Real Estate — — — 10,038 — — — 10,038 1.0 %
Energy – Electricity — — — — 5,343 613 — 5,956 0.6 %
Energy – Oil & Gas — — — — — 630 — 630 0.1 %
Total Non-Controlled / Affiliated Investments $ 3,992 $ — $ — $ 10,038 $ 5,343 $ 44,336 $ — $ 63,709 6.3 %
% of Net Assets 0.4 % — % — % 1.0 % 0.5 % 4.4 % — % 6.3 %
Controlled Investments
Aviation and Consumer Transport $ 275,000 $ — $ — $ — $ — $ 23,509 $ — $ 298,509 29.7 %
Energy – Oil & Gas 25,470 6,204 — — — 4,652 — 36,326 3.6 %
High Tech Industries 94,045 — — — 15,553 — — 109,598 10.9 %
Transportation – Cargo, Distribution — — — — — 37,384 — 37,384 3.7 %
Total Controlled Investments $ 394,515 $ 6,204 $ — $ — $ 15,553 $ 65,545 $ — $ 481,817 47.9 %
% of Net Assets 39.3 % 0.6 % — % — % 1.5 % 6.5 % — % 47.9 %
Total $ 2,259,506 $ 97,844 $ — $ 10,038 $ 30,162 $ 125,524 $ 99 $ 2,523,173 251.0 %
% of Net Assets 224.9 % 9.7 % — % 1.0 % 2.9 % 12.5 % 0.0 % 251.0 %
See notes to financial statements.
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SCHEDULE OF INVESTMENTS
March 31, 2022
(In thousands, except share data)
Industry Classification Percentage of Total Investments (at Fair Value) as of March 31, 2022
Healthcare & Pharmaceuticals 16.1%
High Tech Industries 15.7%
Aviation and Consumer Transport 12.5%
Business Services 10.7%
Consumer Services 6.9%
Beverage, Food & Tobacco 5.2%
Transportation – Cargo, Distribution 3.3%
Insurance 3.2%
Consumer Goods – Non-durable 3.0%
Automotive 2.9%
Chemicals, Plastics & Rubber 2.6%
Diversified Investment Vehicles, Banking, Finance, Real Estate 2.2%
Manufacturing, Capital Equipment 1.7%
Wholesale 1.7%
Advertising, Printing & Publishing 1.7%
Media – Diversified & Production 1.6%
Education 1.5%
Energy – Oil & Gas 1.5%
Construction & Building 1.2%
Retail 1.2%
Aerospace & Defense 1.1%
Consumer Goods – Durable 0.8%
Hotel, Gaming, Leisure, Restaurants 0.8%
Environmental Industries 0.3%
Energy – Electricity 0.3%
Telecommunications 0.3%
Total Investments 100.0%
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)
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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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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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
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)
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)
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
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)
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
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
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)
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
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
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)
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
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
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)
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)
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
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)
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)
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
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)
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)
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
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)
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
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
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)
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
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
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)
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
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
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)
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
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
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)
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
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
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)
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
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
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)
Manufacturing, Capital Equipment
AVAD, LLC
AVAD Canada Ltd. First Lien Secured Debt - Revolver N/A 10/02/23 $ 284 $ 274 $ 283 (9)(23)
First Lien Secured Debt - Unfunded Revolver 0.50% Unfunded 10/02/23 1,049 (10) (1) (8)(9) (21)(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)
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
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)
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
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
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)
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)
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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APOLLO INVESTMENT CORPORATION
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 $2,828,580.
(7) Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 6 to the financial statements). As such, these securities are not available as collateral to our general creditors.
(8) The negative fair value is the result of the commitment being valued below par.
(9) These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 3 to the financial statements for discussion of the exemptive order from the SEC.)
(10) Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).
(11) The maturity date for these investments are expected to be extended past March 31, 2021. The final terms of the extension are still under negotiation between the Company and the respective portfolio company.
(12) Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), 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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APOLLO INVESTMENT CORPORATION
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 8 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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APOLLO INVESTMENT CORPORATION
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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APOLLO INVESTMENT CORPORATION
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) he 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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APOLLO INVESTMENT CORPORATION
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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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, 2022, we have raised approximately $2,210,067 in net proceeds from additional offerings of common stock and repurchased common stock for $244,172.
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) that began in 2020 and still persists 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)
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, 2022 was $30,033. Cash equivalents held as of March 31, 2021 was $50,180.
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, 2022 and March 31, 2021 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, 2022, 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, 2022 and March 31, 2021 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.
As of March 31, 2022 and March 31, 2021 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 6 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 6 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 6 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, 2022 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, 2022. 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, 2022, 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.
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 as of November 30, 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 7 .
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 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 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 continues to evaluate 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:
A. Incentive Fee based on Income
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.
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.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
(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, 2022 and 2021. 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.
For the years ended March 31, 2022, 2021 and 2020, the Company recognized $36,142, $36,434 and $40,360, respectively, of management fees, and $11,681, $0 and $1,983, respectively, of incentive fees before impact of waived fees. For the years ended March 31, 2022, 2021 and 2020 no management fees were waived (as not applicable). For the years ended March 31, 2022, 2021 and 2020 no incentive fees were waived.
As of March 31, 2022 and March 31, 2021, management and performance-based incentive fees payable were $9,912 and $8,666, respectively.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
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, 2022, 2021 and 2020 management fee offset was $247, $25 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, 2022, 2021 and 2020, the Company recognized administrative services expense under the Administration Agreement of $5,835, $4,765 and $6,335, respectively. There was no payable to AIA and its affiliates for expenses paid on our behalf as of March 31, 2022 and March 31, 2021.
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 and several Merx managed entities. For the years ended March 31, 2022, 2021 and 2020, the Company recognized administrative service expense reimbursements of $300, $300 and $300, 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, 2022, 2021 and 2020, the Company recognized debt expense reimbursements of $43, $62 and $133, 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, which was amended on December 29,2021 (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 and Apollo proprietary accounts, 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, 2022, the Company’s co-investment holdings were 71% of the portfolio or $1,783,052, measured at fair value. On a cost basis, 65% of the portfolio or $1,780,779 were co-investments. 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.
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%.
On July 1, 2021, $84,500 of the Merx common equity held by the Company was converted into the Merx first lien secured revolver. The balance of the Merx revolver as of March 31, 2022 was $275,000.
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, 2022, 2021 and 2020:
Year Ended March 31,
2022 2021 2020
Basic and Diluted Earnings (Loss) Per Share
Net increase (decrease) in net assets resulting from operations $ 82,364 $ 111,861 $ (116,064)
Weighted average shares outstanding 64,516,533 65,259,176 67,228,771
Basic and diluted earnings (loss) per share $ 1.28 $ 1.71 $ (1.73)
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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, 2022, 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 $ 2,261,481 $ 2,259,506 $ — $ — $ 2,259,506
Second Lien Secured Debt 116,073 97,844 — — 97,844
Structured Products and Other 16,998 10,038 — — 10,038
Preferred Equity 41,152 30,162 — — 30,162
Common Equity/Interests 309,990 125,524 1,230 — 124,294
Warrants 135 99 — — 99
Total Investments $ 2,745,829 $ 2,523,173 $ 1,230 $ — $ 2,521,943
The following table shows the composition of our investment and derivative 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
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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, 2022:
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, 2021 $ 1,907,807 $ 237,609 $ 22,000 $ 11,289 $ 22,537 $ 245,830 $ 1,595 $ 2,448,667
Net realized gains (losses) (42,356) (20,440) 25 — — 696 — (62,075)
Net change in unrealized gains (losses) 85,621 23,598 — (1,437) 7,177 (69,675) (1,420) 43,864
Net amortization on investments 18,725 2,188 — — — — — 20,913
Purchases, including capitalized PIK (3) 1,233,100 2,442 — 186 448 49,057 — 1,285,233
Sales (3) (932,673) (147,553) (22,025) — — (102,004) (76) (1,204,331)
Transfers out of Level 3 (1) (10,718) — — — — — — (10,718)
Transfers into Level 3 (1) — — — — — 390 — 390
Fair value as of March 31, 2022 $ 2,259,506 $ 97,844 $ — $ 10,038 $ 30,162 $ 124,294 $ 99 $ 2,521,943
Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2022 $ 7,385 $ 1,425 $ — $ (1,429) $ 7,177 $ (34,834) $ (4) $ (20,280)
____________________
(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 $(2,091).
(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, 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 tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of March 31, 2022 and March 31, 2021. 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, 2022 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 $ 275,000 Discounted Cash Flow Discount Rate 12.0% 12.0% 12.0%
Residual Value Residual Value N/A N/A N/A
62,975 Recent Transaction Recent Transaction N/A N/A N/A
558 Recovery Analysis Recoverable Amount N/A N/A N/A
28,798 Recovery Analysis Sale Proceeds N/A N/A N/A
1,892,175 Yield Analysis Discount Rate 5.1% 52.3% 8.9%
Second Lien Secured Debt 5,657 Market Comparable Technique Comparable Multiple 12.3x 12.3x 12.3x
6,444 Recovery Analysis Recoverable Amount N/A N/A N/A
85,743 Yield Analysis Discount Rate 6.9% 19.1% 13.0%
Structured Products and Other 10,038 Discounted Cash Flow Discount Rate 9.8% 9.8% 9.8%
Preferred Equity 355 Discounted Cash Flow Discount Rate 10.0% 10.0% 10.0%
24,741 Market Comparable Technique Comparable Multiple 0.1x 22.8x 14.4x
4,988 Option Pricing Model Expected Volatility 80.0% 80.0% 80.0%
78 Residual Value Residual Value N/A N/A N/A
— Yield Analysis Discount Rate 52.3% 52.3% 52.3%
Common Equity/Interests 613 Discounted Cash Flow Discount Rate 10.0% 52.3% 10.0%
57,782 Discounted Cash Flow Discount Rate 10.1% 11.0% 10.6%
Residual Value Residual Value N/A N/A N/A
14,766 Market Comparable Technique Comparable Multiple 0.1x 20.9x 10.9x
42,331 Recent Transaction Recent Transaction N/A N/A N/A
— Recovery Analysis Recoverable Amount N/A N/A N/A
7,762 Recovery Analysis Sale Proceeds N/A N/A N/A
85 Market Comparable Technique Comparable Multiple 22.8x 22.8x 22.8x
Option Pricing Model Expected Volatility 30.0% 30.0% 30.0%
325 N/A - Public N/A - Public N/A N/A N/A
630 Sale Proceeds Sale Proceeds N/A N/A N/A
Warrants 99 Option Pricing Model Expected Volatility 60.0% 60.0% 60.0%
Total Level 3 Investments $ 2,521,943
___________________
(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, 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 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, 2022, 2021 and 2020, purchases of investments on a trade date basis were $1,140,849, $617,096 and $1,866,272, respectively. For the years ended March 31, 2022, 2021 and 2020, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $1,074,927, $997,924 and $1,265,631, 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, 2022, 2021 and 2020, PIK income earned was $4,075, $6,506 and $10,936, respectively.
The following table shows the change in capitalized PIK balance for the years ended March 31, 2022, 2021 and 2020:
Year Ended March 31,
2022 2021 2020
PIK balance at beginning of period $ 41,947 $ 37,481 $ 23,720
PIK income capitalized 4,318 6,774 20,083
Adjustments due to investments exited or written off (7,038) — —
PIK income received in cash — (2,308) (6,322)
PIK balance at end of period $ 39,227 $ 41,947 $ 37,481
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APOLLO INVESTMENT CORPORATION
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, 2022, 2021 and 2020 dividend income from structured products was $1,290, $1,308 and $1,286, respectively.
Investments on Non-Accrual Status
As of March 31, 2022, 1.3% of total investments at amortized cost, or 0.6% of total investments at fair value, were 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.
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, 2022 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. 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, 2022 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 ** $ 1,080,468 * $ 1,080,468 (1) 12/22/2025
2025 Notes 3/3/2015 350,000 350,000 350,399 (2) 3/3/2025
2026 Notes 7/16/2021 125,000 125,000 117,687 (2) 7/16/2026
Total Debt Obligations $ 2,285,000 $ 1,555,468 $ 1,548,554
Deferred Financing Cost and Debt Discount $ (4,860)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount $ 1,550,608
____________________
* 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
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APOLLO INVESTMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
(1) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2022. 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, 2022. The valuation is based on broker quoted prices.
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.
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, 2022, 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, 2022 and March 31, 2021, the Company had $26,877 and $177, 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 $702,655 and $690,637 as of March 31, 2022 and March 31, 2021, respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.
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.
2026 Notes
On July 16, 2021, the Company issued $125,000 aggregate principal amount of general unsecured notes for net proceeds of $122,965 (the “2026 Notes”). The 2026 Notes will mature on July 16, 2026. Interest on the 2026 Notes is due semi-annually on January 16 and July 16, at an annual rate of 4.50%, commencing on January 16, 2022. The 2026 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, 2022, 2021 and 2020:
Year Ended March 31,
2022 2021 2020
Average debt outstanding $ 1,545,227 $ 1,632,308 $ 1,529,524
Maximum amount of debt outstanding 1,633,723 1,818,920 1,878,950
Weighted average annualized interest cost (1) 3.18% 3.04% 4.42%
Annualized amortized debt issuance cost 0.38% 0.35% 0.37%
Total annualized interest cost 3.56% 3.39% 4.79%
____________________
(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, 2022, 2021 and 2020 were $2,648, $1,983 and $2,150, respectively.
Foreign Currency Transactions and Translations
The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of March 31, 2022:
Original Principal Amount (Local) Original Principal Amount (USD) Principal Amount Outstanding Unrealized Gain/(Loss) Reset Date
British Pound £ 41,000 51,037 53,866 (2,829) 4/29/2022
Australian Dollar A$ 6,200 4,543 4,639 (96) 4/29/2022
$ 55,580 $ 58,505 $ (2,925)
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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, 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)
As of March 31, 2022 and March 31, 2021, the Company was in compliance with all debt covenants for all outstanding debt obligations.
Note 7. Stockholders’ Equity
There were no equity offerings of common stock during the years ended March 31, 2022 and March 31, 2021.
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 5, 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 44,171 5,829
February 3, 2022 25,000 — 25,000
Total as of March 31, 2022 $ 275,000 $ 244,171 $ 30,829
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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APOLLO INVESTMENT CORPORATION
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
June 16, 2021 November 5, 2021 10,000
December 16, 2021 May 20, 2022 5,000
During the year ended March 31, 2022, the Company repurchased 1,611,936 shares at a weighted average price per share of $13.09, inclusive of commissions, for a total cost of $21,100. This represents a discount of approximately 18.02% of the average net asset value per share for the year ended March 31, 2022.
During the year ended March 31, 2021, the Company did not repurchase shares.
Since the inception of the Repurchase Plans through March 31, 2022, the Company repurchased 15,266,514 shares at a weighted average price per share of $15.99, inclusive of commissions, for a total cost of $244,172. Including fractional shares, the Company has repurchased 15,266,544 shares at a weighted average price per share of $15.99, inclusive of commissions for a total cost of $244,171.
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 8. 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, 2022 and March 31, 2021, the Company had the following unfunded commitments to its portfolio companies:
March 31, 2022 March 31, 2021
Unfunded revolver obligations and bridge loan commitments (1) $ 182,645 $ 261,854
Standby letters of credit issued and outstanding (2)
31,188 2,787
Unfunded delayed draw loan commitments (including commitments with performance thresholds not met)(3) 272,787 172,249
Total Unfunded Commitments(4) $ 486,620 $ 436,890
____________________
(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, 2022 and March 31, 2021, 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, 2022 and March 31, 2021, the bridge loan commitments included in the balances were $0 and $0, 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 $25,000 and $109,500 for the years ended of March 31, 2022 and 2021, respectively. Given the Company’s controlling interest, the timing and the amount of the funding has not been determined.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 9. 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, 2022, 2021 and 2020 were as follows:
Year Ended March 31,
2022 2021 2020
Ordinary income $ 92,761 $ 99,847 $ 120,107
Capital gains — — —
Return of capital — — —
Total distributions paid to stockholders $ 92,761 $ 99,847 $ 120,107
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, 2022, 2021 and 2020:
Year Ended March 31,
2022 2021 2020
Net increase (decrease) in net assets resulting from operations $ 82,364 $ 111,861 $ (116,064)
Adjustments:
Net realized losses (gains) 67,367 21,506 6,318
Net change in unrealized losses (gains) (53,771) (23,341) 255,020
Income not currently taxable — — —
Income (loss) recognized for tax but not book 4,596 7,673 (11,895)
Expenses not currently deductible — — —
Expenses incurred for tax but not book — — —
Realized gain/loss differences (1) (13,316) (7,933) 41,533
Taxable income before deductions for distributions $ 87,240 $ 109,766 $ 174,912
____________________
(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, 2022, 2021 and 2020:
Year Ended March 31,
2022 2021 2020
Undistributed ordinary income $ 56,120 $ 61,268 $ 53,132
Capital loss carryforward (817,268) (752,317) (739,365)
Other temporary book-to-tax differences (24,678) (34,615) (35,225)
Unrealized appreciation (depreciation) (288,164) (337,930) (354,168)
Total accumulated under-distributed (over-distributed) earnings $ (1,073,990) $ (1,063,594) $ (1,075,626)
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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, 2022, the Company had a post-enactment short-term capital loss carryforward of $237,283 and long-term capital loss carryforward of $579,985. 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, 2022, 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, 2022.
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, 2022, the Company deferred no late-year ordinary losses which are deemed to arise on April 1, 2022. 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, 2022, the Company deferred post-October capital loss of $1,765 deemed on arise on April 1, 2022. As of March 31, 2021, the Company deferred post-October capital loss of $11,121 deemed to arise on April 1, 2021. As of March 31, 2020, the Company had no net post-October capital loss of $5,858 deemed to arise on April 1, 2020.
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, 2022, we adjusted accumulated net realized loss by ($11,774) to $811,200 and overdistributed net investment income by ($11,772) to ($32,798). Total earnings and net asset value were not affected. 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.
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NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
Note 10. Financial Highlights
The following is a schedule of financial highlights for each of the five years ended March 31, 2022.
Year Ended March 31,
2022 2021 2020 2019 2018
Per Share Data*
Net asset value at beginning of period $ 15.88 $ 15.70 $ 19.06 $ 19.67 $ 20.22
Net investment income (1) 1.49 1.69 2.16 1.81 1.83
Net realized and change in unrealized gains (losses) (1) (0.21) 0.03 (3.89) (0.79) (0.64)
Net increase (decrease) in net assets resulting from operations 1.28 1.71 (1.73) 1.02 1.19
Distribution of net investment income (2) (1.44) (1.53) (1.80) (1.59) (1.19)
Distribution of return of capital (2) — — — (0.21) (0.60)
Accretion due to share repurchases 0.07 — 0.20 0.17 0.03
Net asset value at end of period $ 15.79 $ 15.88 $ 15.70 $ 19.06 $ 19.67
Per share market value at end of period $ 13.22 $ 13.72 $ 6.75 $ 15.14 $ 15.66
Total return (3) 7.19 % 135.08 % (48.62) % 8.31 % (12.06) %
Shares outstanding at end of period 63,647,240 65,259,176 65,259,176 68,876,986 72,104,032
Weighted average shares outstanding 64,516,533 65,259,176 67,228,771 70,645,944 72,874,613
Ratio/Supplemental Data
Net assets at end of period (in millions) $ 1,004.8 $ 1,036.3 $ 1,024.3 $ 1,312.6 $ 1,418.1
Ratio of operating expenses to average net assets (4) 6.04 % 5.05 % 4.79 % 5.09 % 5.02 %
Ratio of interest and other debt expenses to average net assets 5.34 % 5.44 % 6.01 % 4.26 % 3.61 %
Ratio of total expenses to average net assets (4) 11.38 % 10.49 % 10.80 % 9.35 % 8.63 %
Ratio of net investment income to average net assets 9.32 % 10.82 % 11.91 % 9.38 % 9.15 %
Average debt outstanding (in millions) $ 1,545.2 $ 1,632.3 $ 1,529.5 $ 993.2 $ 899.3
Average debt per share $ 23.95 $ 25.01 $ 22.75 $ 14.06 $ 12.33
Portfolio turnover rate 42.41 % 23.79 % 46.58 % 46.26 % 45.06 %
Asset coverage per unit (5) $ 1,635 $ 1,705 $ 1,567 $ 2,153 $ 2,770
____________________
* 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, 2022 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, 2022, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 6.10% and 11.44%, respectively, without the voluntary fee waivers. For the year 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.
(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 11. Selected Quarterly Financial Data (Unaudited)
The following table sets forth selected financial data for each quarter within the three years ended March 31, 2022:
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, 2022 $ 54,740 $ 0.86 $ 26,887 $ 0.42 $ (22,649) $ (0.36) $ 4,238 $ 0.07
December 31, 2021 54,973 0.86 22,498 0.35 (1,957) (0.03) 20,541 0.32
September 30, 2021 52,889 0.81 21,231 0.33 4,210 0.06 25,441 0.39
June 30, 2021 50,553 0.78 25,345 0.39 6,799 0.10 32,144 0.49
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
____________________
* 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 12. 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.
On May 19, 2022 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 19, 2023.
On May 19, 2022, the Company’s Board of Directors declared a distribution of $0.31 per share, payable on July 7, 2022 to stockholders of record as of June 16, 2022. On May 19, 2022, the Company’s Board also declared a supplemental distribution of $0.05 per share payable on July 7, 2022 to stockholders of record as of June 16, 2022. Going forward, in addition to a quarterly base distribution of $0.31 per share, the Board may declare a quarterly supplemental distribution in an amount to be determined each quarter. 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.