26 unchanged sentences
NMFC is also registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act").
−Removed: Since our IPO, and through June 30, 2021, we raised approximately $893.2 million in net proceeds from additional offerings of our common stock.
+Added: Since our IPO, and through September 30, 2021, we raised approximately $893.2 million in net proceeds from additional offerings of our common stock.
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital.
New Mountain Capital is a firm with a track record of investing in the middle market.
−Removed: New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity and credit investment vehicles.
−Removed: The Investment Adviser manages our day-to-day
−Removed: operations and provides us with investment advisory and management services.
+Added: New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment vehicles.
+Added: The Investment Adviser manages our day-to-day operations
+Added: and provides us with investment advisory and management services.
The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours.
3 unchanged sentences
• New Mountain Finance Holdings, L.L.C.
−Removed: ("NMF Holdings" or the "Predecessor Operating Company") and New Mountain Finance DB, L.L.C.
+Added: ("NMF Holdings") and New Mountain Finance DB, L.L.C.
("NMFDB"), whose assets are used to secure NMF Holdings’ credit facility and NMFDB’s credit facility, respectively;
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("NMF QID") NMF YP Holdings Inc.
−Removed: ("NMF YP") and NMF Permian Holdings LLC ("NMF Permian"), which serve as tax blocker corporations by holding equity or equity-like investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities);
+Added: ("NMF YP"), NMF Permian Holdings LLC ("NMF Permian"), NMF HB, Inc.
+Added: ("NMF HB") and NMF TRM, LLC ("NMF TRM"), which serve as tax blocker corporations by holding equity or equity-like investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities);
we consolidate our tax blocker corporations for accounting purposes but the tax blocker corporations are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of the portfolio companies;
12 unchanged sentences
Our portfolio may be concentrated in a limited number of industries.
−Removed: As of June 30, 2021, our top five industry concentrations were software, business services, healthcare services, education and investment funds (which includes our investments in our joint ventures).
−Removed: As of June 30, 2021, our net asset value was approximately $1,292.1 million and our portfolio had a fair value of approximately $3,088.9 million in 102 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 8.8% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 8.2%.
+Added: As of September 30, 2021, our top five industry concentrations were software, business services, healthcare services, investment funds (which includes our investments in its joint ventures) and education.
+Added: As of September 30, 2021, our net asset value was approximately $1,284.9 million and our portfolio had a fair value of approximately $3,011.7 million in 106 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 8.8% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 7.9%.
The YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity.
4 unchanged sentences
Recent Developments
−Removed: On July 29, 2021, our board of directors declared a third quarter 2021 distribution of $0.30 per share payable on September 30, 2021 to holders of record as of September 16, 2021.
+Added: On October 27, 2021, our board of directors declared a fourth quarter 2021 distribution of $0.30 per share payable on December 30, 2021 to holders of record as of December 16, 2021.
+Added: On November 1, 2021, we entered into Amendment No.
+Added: 1 to the Investment Management Agreement (defined below), pursuant to which the Base Management Fee (defined below) will be reduced from 1.75% of our gross assets to 1.4% of our gross assets.
+Added: On November 2, 2021, the Investment Adviser extended the term of the Fee Waiver Agreement (defined below) to be effective through the quarter ended December 31, 2023, rather than the quarter ended December 31, 2022.
+Added: Under the Fee Waiver Agreement, the Investment Adviser will continue to waive base management fees in order to reach a target base management fee of 1.25% on gross assets.
COVID-19 Developments
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These continued travel restrictions may prolong the global economic downturn.
−Removed: In addition, although the Federal Food and Drug Administration authorized vaccines beginning in December 2020 and a significant portion of the U.S.
+Added: In addition, while consumer demand for goods and services has begun to rebound, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally.
+Added: Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.
+Added: Although the Federal Food and Drug Administration authorized vaccines beginning in December 2020 and a significant portion of the U.S.
population have been vaccinated, and it remains unclear how quickly the vaccines will continue to be distributed nationwide and globally, or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely.
7 unchanged sentences
An increase in unrealized depreciation of our investment portfolio due to decreases in fair value of investments attributable to the COVID-19 pandemic had resulted in a significant reduction in our net asset value from the period of March 31, 2020 through December 31, 2020 as compared to our net asset value as of December 31, 2019.
−Removed: As of the three and six months ended June 30, 2021, our net asset value has experienced a recovery from that of the three and six months ended June 30, 2020.
−Removed: As of June 30, 2021, we were in compliance with our asset coverage requirements under the 1940 Act.
−Removed: In addition, we are not in default of any of the asset coverage requirements under any of our credit facilities as of June 30, 2021.
+Added: As of the three and nine months ended September 30, 2021, our net asset value has experienced a recovery from that of the three and nine months ended September 30, 2020.
+Added: As of September 30, 2021, we were in compliance with our asset coverage requirements under the 1940 Act.
+Added: In addition, we are not in default of any of the asset coverage requirements under any of our credit facilities as of September 30, 2021.
For additional discussion on the impact of COVID-19 on our portfolio companies, see “Monitoring of Portfolio Investments”.
5 unchanged sentences
We consolidate our wholly-owned direct and indirect subsidiaries:
−Removed: NMF Holdings, NMF Servicing, NMFDB, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID, NMF YP and NMF Permian and our majority-owned consolidated subsidiary, NMNLC.
+Added: NMF Holdings, NMF Servicing, NMFDB, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID, NMF YP, NMF Permian, NMF HB and NMF TRM and our majority-owned consolidated subsidiary, NMNLC.
We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services—Investment Companies , ("ASC 946").
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Preliminary valuation conclusions will then be documented and discussed with our senior management;
−Removed: If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors;
+Added: If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for
+Added: each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors;
When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser.
3 unchanged sentences
As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
−Removed: The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined
−Removed: until the individual positions are liquidated.
+Added: The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
17 unchanged sentences
Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
−Removed: The following table summarizes the levels in the fair value hierarchy that our portfolio investments fall into as of June 30, 2021:
+Added: The following table summarizes the levels in the fair value hierarchy that our portfolio investments fall into as of September 30, 2021:
(in thousands) Total Level I Level II Level III
12 unchanged sentences
We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis.
−Removed: This analysis is
−Removed: specific to each portfolio company.
+Added: This analysis is specific to each portfolio company.
We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company.
4 unchanged sentences
Market Based Approach:
−Removed: We may estimate the total enterprise value of each portfolio company by utilizing market value cash flow (EBITDA) multiples of publicly traded comparable companies and comparable transactions.
+Added: We may estimate the total enterprise value of each portfolio company by utilizing market value cash flow (EBITDA or revenue) multiples of publicly traded comparable companies and comparable transactions.
We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations.
−Removed: We may apply an average of various relevant comparable company EBITDA multiples to the portfolio company's latest twelve month ("LTM") EBITDA or projected EBITDA to calculate the enterprise value of the portfolio company.
−Removed: Significant increases or decreases in the EBITDA multiple will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
−Removed: In applying the market based approach as of June 30, 2021, we used the relevant EBITDA multiple ranges set forth in the table below to determine the enterprise value of our portfolio companies.
+Added: We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue, or projected EBITDA or revenue to calculate the enterprise value of the portfolio company.
+Added: Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
+Added: In applying the market based approach as of September 30, 2021, we used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of our portfolio companies.
We believe these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
6 unchanged sentences
Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
−Removed: In applying the income based approach as of June 30, 2021, we used the discount ranges set forth in the table below to value investments in our portfolio companies.
−Removed: The unobservable inputs used in the fair value measurement of our Level III investments as of June 30, 2021 were as follows:
+Added: In applying the income based approach as of September 30, 2021, we used the discount ranges set forth in the table below to value investments in our portfolio companies.
+Added: The unobservable inputs used in the fair value measurement of our Level III investments as of September 30, 2021 were as follows:
(in thousands) Range
−Removed: Type Fair Value as of June 30, 2021 Approach Unobservable Input Low High Weighted
+Added: Type Fair Value as of September 30, 2021 Approach Unobservable Input Low High Weighted
First lien $ 1,285,658 Market & income approach EBITDA multiple 5.0x 27.5x 14.0x
6 unchanged sentences
62,542 Market quote Broker quote N/A N/A N/A
+Added: 16,185 Other N/A(1) N/A N/A N/A
Subordinated 38,863 Market & income approach EBITDA multiple 8.0x 18.0x 11.8x
91 unchanged sentences
Our board of directors does not determine the fair value of the investments held by SLP I.
−Removed: Below is certain summarized financial information for SLP I as of May 4, 2021 and December 31, 2020 and for the periods from April 1, 2021 through May 4, 2021 and January 1, 2021 through May 4, 2021 and the three and six months ended June 30, 2020:
+Added: Below is certain summarized financial information for SLP I as of May 4, 2021 and December 31, 2020 and for the period from January 1, 2021 through May 4, 2021 and the three and nine months ended September 30, 2020:
Selected Balance Sheet Information:
13 unchanged sentences
Total liabilities and members' capital $ 121,921 $ 233,186
−Removed: Three Months Ended Six Months Ended
+Added: Three Months Ended Nine Months Ended
Selected Statement of Operations Information:
−Removed: May 4, 2021(1) June 30, 2020 May 4, 2021(2) June 30, 2020
−Removed: (in thousands) (in thousands) (in thousands) (in thousands)
+Added: September 30, 2020 May 4, 2021(1) September 30, 2020
+Added: (in thousands) (in thousands) (in thousands)
Interest income $ 4,164 $ 2,555 $ 13,673
7 unchanged sentences
Net investment income 2,619 1,125 8,188
−Removed: Net realized (losses) gains on investments — (342) 1 (297)
−Removed: Net change in unrealized (depreciation) appreciation of investments (163) 22,816 1,302 (16,244)
−Removed: Net (decrease) increase in members' capital $ (5) $ 25,178 $ 2,428 $ (10,972)
−Removed: (1) Reflects the results of operations for the period from April 1, 2021 through May 4, 2021.
+Added: Net realized gains (losses) on investments 4 1 (293)
+Added: Net change in unrealized appreciation (depreciation) of investments 8,534 1,302 (7,710)
+Added: Net increase in members' capital $ 11,157 $ 2,428 $ 185
(1) Reflects the results of operations for the period from January 1, 2021 through May 4, 2021.
Pursuant to the First Amended and Restated Limited Liability Company Agreement effective December 11, 2020 (the “Restated SLP I Agreement”), we are no longer entitled to, and SLP I no longer paid management fees for investment management services provided to SLP I.
−Removed: For the periods from April 1, 2021 through May 4, 2021 and January 1, 2021 through May 4, 2021, we did not earn management fees related to SLP I.
−Removed: For the three and six months ended June 30, 2020, we earned approximately $0.2 million and $0.5 million, respectively, in management fees related to SLP I, which is included in other income.
−Removed: As of May 4, 2021 and December 31, 2020, approximately $0.0 million and $0.1 million, respectively, of management fees related to SLP I was included in receivable from affiliates.
−Removed: For the periods from April 1, 2021 through May 4, 2021 and January 1, 2021 through May 4, 2021, we earned approximately $0.1 million and $0.7 million, respectively, of dividend income related to SLP I, which is included in dividend income.
−Removed: For the three and six months ended June 30, 2020, we earned approximately $0.7 million and $1.4 million, respectively, of dividend income related to SLP I, which is included in dividend income.
−Removed: As of May 4, 2021 and December 31, 2020, approximately $0.1 million and $0.7 million, respectively, of dividend income related to SLP I was included in interest and dividend receivable.
+Added: For the period from January 1, 2021 through May 4, 2021, we did not earn management fees related to SLP I.
+Added: For the three and nine months ended September 30, 2020, we earned approximately $0.3 million and $0.8 million, respectively, in management fees related to SLP I, which is included in other income.
+Added: As of September 30, 2021 and December 31, 2020, approximately $0 and $0.1 million, respectively, of management fees related to SLP I was included in receivable from affiliates.
+Added: For the period from January 1, 2021 through May 4, 2021, we earned approximately $0.1 million and $0.7 million, respectively, of dividend income related to SLP I, which is included in dividend income.
+Added: For the three and nine months ended September 30, 2020, we earned approximately $0.7 million and $2.1 million, respectively, of dividend income related to SLP I, which is included in dividend income.
+Added: As of September 30, 2021 and December 31, 2020, approximately $0 and $0.7 million, respectively, of dividend income related to SLP I was included in interest and dividend receivable.
NMFC Senior Loan Program II LLC
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Our board of directors does not determine the fair value of the investments held by SLP II.
−Removed: Below is certain summarized financial information for SLP II as of May 4, 2021 and December 31, 2020 and for the periods from April 1, 2021 through May 4, 2021 and January 1, 2021 through May 4, 2021 and the three and six months ended June 30, 2020:
+Added: Below is certain summarized financial information for SLP II as of May 4, 2021 and December 31, 2020 and for the period from January 1, 2021 through May 4, 2021 and the three and nine months ended September 30, 2020:
Selected Balance Sheet Information:
11 unchanged sentences
Total liabilities and members' capital $ 255,981 $ 279,908
−Removed: Three Months Ended Six Months Ended
+Added: Three Months Ended Nine Months Ended
Selected Statement of Operations Information:
−Removed: May 4, 2021(1) June 30, 2020 May 4, 2021(2) June 30, 2020
−Removed: (in thousands) (in thousands) (in thousands) (in thousands)
+Added: September 30, 2020 May 4, 2021(1) September 30, 2020
+Added: (in thousands) (in thousands) (in thousands)
Interest income $ 4,174 $ 4,744 $ 14,153
4 unchanged sentences
Total expenses 1,288 1,708 5,056
−Removed: expenses waived and reimbursed — — — —
−Removed: Net expenses 621 1,491 1,708 3,768
Net investment income 2,886 3,036 9,167
Net realized gains (losses) on investments 3 3 (803)
−Removed: Net change in unrealized (depreciation) appreciation of investments (422) 21,752 3,597 (13,049)
−Removed: Net increase (decrease) in members' capital $ 168 $ 23,948 $ 6,636 $ (7,574)
−Removed: (1) Reflects the results of operations for the period from April 1, 2021 through May 4, 2021.
+Added: Net change in unrealized appreciation (depreciation) of investments 6,988 3,597 (6,061)
+Added: Net increase in members' capital $ 9,877 $ 6,636 $ 2,303
(1) Reflects the results of operations for the period from January 1, 2021 through May 4, 2021.
−Removed: For the period from April 1, 2021 through May 4, 2021 and January 1, 2021 through May 4, 2021, we earned approximately $0.4 million and $2.4 million, respectively, of dividend income related to SLP II, which is included in dividend income.
−Removed: For the three and six months ended June 30, 2020, we earned approximately $2.1 million and $4.7 million, respectively, of dividend income related to SLP II, which is included in dividend income.
−Removed: As of May 4, 2021 and December 31, 2020, approximately $0.4 million and $2.0 million, respectively, of dividend income related to SLP II was included in interest and dividend receivable.
+Added: For the period from January 1, 2021 through May 4, 2021, we earned approximately $2.4 million of dividend income related to SLP II, which is included in dividend income.
+Added: For the three and nine months ended September 30, 2020, we earned approximately $2.0 million and $6.7 million, respectively, of dividend income related to SLP II, which is included in dividend income.
+Added: As of September 30, 2021 and December 31, 2020, approximately $0 and $2.0 million, respectively, of dividend income related to SLP II was included in interest and dividend receivable.
NMFC Senior Loan Program III LLC
8 unchanged sentences
Any decision by SLP III to call down on capital commitments requires approval by the board of managers of SLP III.
−Removed: As of June 30, 2021, we and SkyKnight II have committed $140.0 million and $35.0 million, respectively, of equity to SLP III.
−Removed: As of June 30, 2021, we and SkyKnight II have contributed $140.0 million and $35.0 million, respectively, of equity to SLP III.
−Removed: Our investment in SLP III is disclosed on our Consolidated Schedule of Investments as of June 30, 2021 and December 31, 2020.
−Removed: On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A., which matures on May 2, 2023 and bears interest at a rate of LIBOR plus 1.70% per annum.
+Added: As of September 30, 2021, we and SkyKnight II have committed $140.0 million and $35.0 million, respectively, of equity to SLP III.
+Added: As of September 30, 2021, we and SkyKnight II have contributed $140.0 million and $35.0 million, respectively, of equity to SLP III.
+Added: Our investment in SLP III is disclosed on our Consolidated Schedule of Investments as of September 30, 2021 and December 31, 2020.
+Added: On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A., which matures on January 8, 2026.
+Added: Effective July 8, 2021, the reinvestment period was extended to July 8, 2024.
+Added: As of the most recent amendment on July 8, 2021, during the reinvestment period the credit facility bears interest at a rate of LIBOR plus 1.60% and after the reinvestment period it will bear interest at a rate of LIBOR plus 1.90%.
+Added: Prior to July 8, 2021, the credit facility bore interest at a rate of LIBOR plus 1.70%.
Effective February 13, 2020, SLP III's revolving credit facility has a maximum borrowing capacity of $525.0 million.
−Removed: As of June 30, 2021 and December 31, 2020, SLP III had total investments with an aggregate fair value of approximately $680.9 million and $610.0 million, respectively, and debt outstanding under its credit facility of $518.2 million and $424.2 million, respectively.
−Removed: As of June 30, 2021 and December 31, 2020, none of SLP III's investments were on non-accrual.
−Removed: Additionally, as of June 30, 2021 and December 31, 2020, SLP III had unfunded commitments in the form of delayed draws of $11.0 million and $7.8 million, respectively.
−Removed: Below is a summary of SLP III's portfolio, along with a listing of the individual investments in SLP III's portfolio as of June 30, 2021 and December 31, 2020:
−Removed: (in thousands) June 30, 2021 December 31, 2020
+Added: As of September 30, 2021 and December 31, 2020, SLP III had total investments with an aggregate fair value of approximately $683.3 million and $610.0 million, respectively, and debt outstanding under its credit facility of $505.6 million and $424.2 million, respectively.
+Added: As of September 30, 2021 and December 31, 2020, none of SLP III's investments were on non-accrual.
+Added: Additionally, as of September 30, 2021 and December 31, 2020, SLP III had unfunded commitments in the form of delayed draws of $10.6 million and $7.8 million, respectively.
+Added: Below is a summary of SLP III's portfolio, along with a listing of the individual investments in SLP III's portfolio as of September 30, 2021 and December 31, 2020:
+Added: (in thousands) September 30, 2021 December 31, 2020
First lien investments (1) $ 696,434 $ 626,985
5 unchanged sentences
(2) Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
−Removed: The following table is a listing of the individual investments in SLP III's portfolio as of June 30, 2021:
+Added: The following table is a listing of the individual investments in SLP III's portfolio as of September 30, 2021:
Portfolio Company and Type of Investment Industry Interest Rate (1) Maturity Date Principal Amount or Par Value Cost Fair
Funded Investments - First lien ( in thousands) ( in thousands) ( in thousands)
−Removed: Access CIG, LLC Business Services 3.84% (L + 3.75%) 2/27/2025 $ 863 $ 863 $ 859
(aka Aspen Dental) Healthcare Services 4.00% (L + 3.50%) 12/23/2027 $ 2,432 $ 2,419 $ 2,430
33 unchanged sentences
Confluent Health, LLC Healthcare Services 5.08% (L + 5.00%) 6/24/2026 4,364 4,323 4,375
−Removed: CoolSys, Inc.
−Removed: Industrial Services 7.00% (L + 6.00%) 11/20/2026 5,000 4,975 4,988
+Added: Cornerstone OnDemand, Inc.
+Added: Software 4.25% (L + 3.75%) 10/16/2028 4,546 4,523 4,545
Covenant Surgical Partners, Inc.
14 unchanged sentences
Education 4.00% (L + 3.50%) 8/16/2028 4,250 4,229 4,238
−Removed: Edgewood Partners Holdings LLC Business Services 5.25% (L + 4.25%) 9/6/2024 9,812 9,754 9,763
eResearchTechnology, Inc.
1 unchanged sentence
EyeCare Partners, LLC Healthcare Services 3.88% (L + 3.75%) 2/18/2027 14,797 14,782 14,736
+Added: Foundational Education Group, Inc.
+Added: Education 4.75% (L + 4.25%) 8/31/2028 9,500 9,405 9,453
Frontline Technologies Intermediate Holdings, LLC Software 6.75% (L + 5.75%) 9/18/2023 6,466 6,465 6,465
7 unchanged sentences
Financial Services 6.25% (L + 5.50%) 11/25/2026 7,151 7,104 7,223
+Added: Higginbotham Insurance Agency, Inc.
+Added: Financial Services 6.25% (L + 5.50%) 11/25/2026 1,646 1,622 1,663
HighTower Holding, LLC Business Services 4.75% (L + 4.00%) 4/21/2028 3,862 3,825 3,870
Software 4.50% (L + 3.75%) 3/2/2028 16,004 15,990 16,020
−Removed: IG Investments Holdings, LLC (aka Insight Global) Business Services 4.75% (L + 3.75%) 5/23/2025 7,232 7,196 7,255
Kestra Advisor Services Holdings A, Inc.
6 unchanged sentences
Healthcare Services 4.42% (L + 4.25%) 3/17/2025 673 670 666
+Added: Mamba Purchaser, Inc.
+Added: Healthcare Services 4.25% (L + 3.75%) 10/16/2028 5,773 5,744 5,782
Portfolio Company and Type of Investment Industry Interest Rate (1) Maturity Date Principal Amount or Par Value Cost Fair
Maravai Intermediate Holdings, LLC Specialty Chemicals & Materials 4.75% (L + 3.75%) 10/19/2027 $ 2,948 $ 2,921 $ 2,960
−Removed: Market Track, LLC Business Services 6.50% (P + 3.25%) 6/5/2024 6,114 6,052 6,114
Maverick Bidco Inc.
6 unchanged sentences
Software 3.34% (L + 3.25%) 9/5/2025 18,068 17,959 17,955
+Added: Netsmart, Inc.
+Added: Healthcare I.T.
+Added: 4.75% (L + 4.00%) 10/1/2027 3,990 3,990 4,005
Newport Group Holdings II, Inc.
12 unchanged sentences
Project Accelerate Parent, LLC Business Services 5.25% (L + 4.25%) 1/2/2025 7,429 7,407 7,299
−Removed: Project Boost Purchaser, LLC Business Services 5.00% (L + 4.25%) 6/1/2026 1,985 1,967 1,988
Project Ruby Ultimate Parent Corp.
−Removed: (Mediware) Healthcare I.T.
+Added: Healthcare I.T.
4.00% (L + 3.25%) 3/10/2028 11,444 11,388 11,436
3 unchanged sentences
Business Services 3.75% (L + 3.25%) 4/24/2028 14,000 13,967 13,970
+Added: RLG Holdings, LLC Packaging 5.00% (L + 4.25%) 7/7/2028 4,711 4,688 4,725
+Added: RLG Holdings, LLC Packaging 5.00% (L + 4.25%) 7/7/2028 396 395 398
Sierra Enterprises, LLC Food & Beverage 5.00% (L + 4.00%) 11/11/2024 2,412 2,411 2,406
5 unchanged sentences
Software 3.75% (L + 3.25%) 4/17/2028 3,862 3,853 3,856
−Removed: Symplr Software, Inc.(fka Caliper Software, Inc.) Healthcare I.T.
+Added: Symplr Software, Inc.
+Added: Healthcare I.T.
5.25% (L + 4.50%) 12/22/2027 15,920 15,784 15,994
2 unchanged sentences
4.75% (L + 4.00%) 5/18/2028 3,408 3,392 3,408
+Added: Thermostat Purchaser III, Inc.
+Added: Business Services 5.25% (L + 4.50%) 8/31/2028 5,673 5,645 5,659
TIBCO Software Inc.
Software 3.84% (L + 3.75%) 6/30/2026 7,596 7,581 7,579
+Added: Trader Interactive, LLC (fka Dominion Web Solutions LLC) Business Services 4.50% (L + 4.00%) 7/28/2028 4,910 4,885 4,916
Unified Women’s Healthcare, LP Healthcare Services 5.00% (L + 4.25%) 12/20/2027 9,975 9,905 10,002
3 unchanged sentences
WP CityMD Bidco LLC Healthcare Services 4.50% (L + 3.75%) 8/13/2026 16,575 16,452 16,647
+Added: Valcour Packaging, LLC Packaging 4.25% (L + 3.75%) 10/4/2028 2,872 2,857 2,875
+Added: VetCor Professional Practices LLC Consumer Services 4.40% (L + 4.25%) 7/2/2025 809 793 802
VT Topco, Inc.
Business Services 3.33% (L + 3.25%) 8/1/2025 2,773 2,773 2,750
+Added: VT Topco, Inc.
+Added: Business Services 4.50% (L + 3.75%) 8/1/2025 851 847 851
YI, LLC Healthcare Services 5.00% (L + 4.00%) 11/7/2024 9,615 9,611 9,471
6 unchanged sentences
HighTower Holding, LLC Business Services — 4/21/2022 976 — 2
+Added: RLG Holdings, LLC Packaging — 4/21/2022 736 (4) 2
Therapy Brands Holdings LLC Healthcare I.T.
— 5/18/2023 735 — —
+Added: Thermostat Purchaser III, Inc.
+Added: Business Services — 5/18/2023 1,327 — (3)
VetCor Professional Practices LLC Consumer Services — 5/20/2023 6,191 (62) (54)
+Added: VT Topco, Inc.
+Added: Business Services — 5/20/2023 149 — —
Total Unfunded Investments $ 10,586 $ (69) $ (49)
2 unchanged sentences
A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the LIBOR (L), the Prime Rate (P) and the alternative base rate (Base).
−Removed: For each investment, the current interest rate provided reflects the rate in effect as of June 30, 2021.
+Added: For each investment, the current interest rate provided reflects the rate in effect as of September 30, 2021.
(2) Represents the fair value in accordance with ASC 820.
141 unchanged sentences
Our board of directors does not determine the fair value of the investments held by SLP III.
−Removed: Below is certain summarized financial information for SLP III as of June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and June 30, 2020:
+Added: Below is certain summarized financial information for SLP III as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and September 30, 2020:
Selected Balance Sheet Information:
−Removed: June 30, 2021 December 31, 2020
+Added: September 30, 2021 December 31, 2020
(in thousands) (in thousands)
11 unchanged sentences
Total liabilities and members' capital $ 709,051 $ 620,137
−Removed: Three Months Ended Six Months Ended
+Added: Three Months Ended Nine Months Ended
Selected Statement of Operations Information:
−Removed: June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
(in thousands) (in thousands) (in thousands) (in thousands)
8 unchanged sentences
Net investment income 5,366 3,809 15,226 10,992
−Removed: Net realized gains on investments 359 6 571 4
+Added: Net realized (losses) gains on investments (83) (82) 488 (78)
Net change in unrealized appreciation (depreciation) of investments 887 14,775 6,439 (10,379)
−Removed: Net increase (decrease) in members' capital $ 6,243 $ 41,648 $ 15,983 $ (17,967)
−Removed: For the three and six months ended June 30, 2021, we earned approximately $4.5 million and $9.0 million, respectively, of dividend income related to SLP III, which is included in dividend income.
−Removed: For the three and six months ended June 30, 2020, we earned approximately $2.7 million and $5.6 million, respectively, of dividend income related to SLP III, which is included in dividend income.
−Removed: As of June 30, 2021 and December 31, 2020, approximately $4.5 million and $3.0 million, respectively, of dividend income related to SLP III was included in interest and dividend receivable.
+Added: Net increase in members' capital $ 6,170 $ 18,502 $ 22,153 $ 535
+Added: For the three and nine months ended September 30, 2021, we earned approximately $3.7 million and $12.7 million, respectively, of dividend income related to SLP III, which is included in dividend income.
+Added: For the three and nine months ended September 30, 2020, we earned approximately $3.2 million and $8.8 million, respectively, of dividend income related to SLP III, which is included in dividend income.
+Added: As of September 30, 2021 and December 31, 2020, approximately $3.7 million and $3.0 million, respectively, of dividend income related to SLP III was included in interest and dividend receivable.
We have determined that SLP III is an investment company under ASC 946;
13 unchanged sentences
SLP IV is capitalized with equity contributions which were transferred and contributed from its members.
−Removed: As of June 30, 2021, we and SkyKnight Alpha have transferred and contributed $112.4 million and $30.6 million, respectively, of their membership interests in SLP I and SLP II to SLP IV.
−Removed: Our investment in SLP IV is disclosed on our Consolidated Schedule of Investments as of June 30, 2021.
+Added: As of September 30, 2021, we and SkyKnight Alpha have transferred and contributed $112.4 million and $30.6 million, respectively, of their membership interests in SLP I and SLP II to SLP IV.
+Added: Our investment in SLP IV is disclosed on our Consolidated Schedule of Investments as of September 30, 2021.
On May 5, 2021, SLP IV entered into a $370.0 million revolving credit facility with Wells Fargo Bank, National Association which matures on May 5, 2026 and bears interest at a rate of LIBOR plus 1.60% per annum.
−Removed: As of June 30, 2021, SLP IV had total investments with an aggregate fair value of approximately $477.3 million and debt outstanding under its credit facility of $310.1 million.
−Removed: As of June 30, 2021, none of SLP IV’s investments were on non-accrual.
−Removed: Additionally, as of June 30, 2021, SLP IV had unfunded commitments in the form of delayed draws of $11.5 million.
−Removed: Below is a summary of SLP IV's consolidated portfolio, along with a listing of the individual investments in SLP IV's consolidated portfolio as of June 30, 2021:
−Removed: (in thousands) June 30, 2021
+Added: As of September 30, 2021, SLP IV had total investments with an aggregate fair value of approximately $483.2 million and debt outstanding under its credit facility of $345.6 million.
+Added: As of September 30, 2021, none of SLP IV’s investments were on non-accrual.
+Added: Additionally, as of September 30, 2021, SLP IV had unfunded commitments in the form of delayed draws of $13.5 million.
+Added: Below is a summary of SLP IV's consolidated portfolio, along with a listing of the individual investments in SLP IV's consolidated portfolio as of September 30, 2021:
+Added: (in thousands) September 30, 2021
First lien investments (1) $ 499,274
5 unchanged sentences
(2) Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
−Removed: The following table is a listing of the individual investments in SLP IV's consolidated portfolio as of June 30, 2021:
+Added: The following table is a listing of the individual investments in SLP IV's consolidated portfolio as of September 30, 2021:
Portfolio Company and Type of Investment Industry Interest Rate (1) Maturity Date Principal Amount or Par Value Cost Fair
Funded Investments - First lien (in thousands) (in thousands) (in thousands)
−Removed: Access CIG, LLC Business Services 3.84% (L + 3.75%) 2/27/2025 $ 8,249 $ 8,260 $ 8,209
ADG, LLC Healthcare Services 6.25% (L + 4.75% + 0.50% PIK) 9/28/2023 $ 16,543 $ 16,491 $ 16,543
2 unchanged sentences
Consumer Services 4.58% (L + 4.50%) 7/31/2026 11,727 11,641 11,759
−Removed: AqGen Island Holdings, Inc Financial Services 4.00% (L + 3.50%) 5/19/2028 6,250 6,219 6,254
Artera Services, LLC Distribution & Logistics 4.50% (L + 3.50%) 3/6/2025 5,342 5,304 5,326
19 unchanged sentences
Business Services 5.50% (L + 4.50%) 4/10/2025 2,009 2,003 2,007
+Added: Cornerstone OnDemand, Inc.
Software 4.25% (L + 3.75%) 9/21/2028 3,247 3,231 3,246
+Added: Software 3.83% (L + 3.75%) 11/29/2024 6,693 6,683 6,675
Dealer Tire, LLC Distribution & Logistics 4.33% (L + 4.25%) 12/12/2025 10,776 10,756 10,806
3 unchanged sentences
Education 4.00% (L + 3.50%) 8/16/2028 10,000 9,951 9,972
−Removed: Edgewood Partners Holdings LLC (EPIC) Business Services 5.25% (L + 4.25%) 9/6/2024 9,812 9,754 9,763
Emerald 2 Limited Business Services 3.33% (L + 3.25%) 7/10/2026 445 444 441
1 unchanged sentence
Healthcare Services 5.50% (L + 4.50%) 2/4/2027 4,441 4,405 4,468
+Added: Foundational Education Group, Inc.
+Added: Education 4.75% (L + 4.25%) 8/31/2028 6,500 6,436 6,468
Greenway Health, LLC Healthcare Information Technology 4.75% (L + 3.75%) 2/16/2024 21,003 20,963 20,222
3 unchanged sentences
Software 4.75% (L + 4.00%) 11/19/2026 9,934 9,900 9,974
+Added: Hunter Holdco 3 Limited Healthcare Services 4.75% (L + 4.25%) 8/19/2028 6,250 6,188 6,285
Software 4.50% (L + 3.75%) 3/2/2028 9,342 9,266 9,351
−Removed: IG Investments Holdings, LLC (aka Insight Global) Business Services 4.75% (L + 3.75%) 5/23/2025 9,975 9,926 10,007
Keystone Acquisition Corp.
4 unchanged sentences
Healthcare Services 4.42% (L + 4.25%) 3/17/2025 12,444 12,424 12,320
−Removed: Market Track, LLC Business Services 6.50% (P + 3.25%) 6/5/2024 12,297 12,272 12,297
+Added: Mamba Purchaser, Inc.
+Added: Healthcare Services 4.25% (L + 3.75%) 10/16/2028 4,124 4,103 4,130
+Added: Mandolin Technology Intermediate Holdings, Inc.
+Added: Software 4.25% (L + 3.75%) 7/31/2028 10,000 9,951 9,975
Maverick Bidco Inc.
2 unchanged sentences
Retail 4.75% (L + 4.00%) 5/4/2028 8,453 8,412 8,483
+Added: MediaOcean, LLC Software 4.08% (L + 4.00%) 8/18/2025 3,625 3,616 3,628
Medical Solutions Holdings, Inc.
Healthcare Services 5.50% (L + 4.50%) 6/14/2024 4,978 4,969 4,988
+Added: Mercury Borrower, Inc.
+Added: Business Services 4.00% (L + 3.50%) 8/2/2028 6,250 6,219 6,245
Ministry Brands, LLC Software 5.00% (L + 4.00%) 12/2/2022 16,778 16,758 16,778
2 unchanged sentences
National Intergovernmental Purchasing Alliance Company Business Services 3.63% (L + 3.50%) 5/23/2025 1,327 1,329 1,320
+Added: Netsmart, Inc.
+Added: Healthcare Information Technology 4.75% (L + 4.00%) 10/1/2027 6,982 6,982 7,009
Pelican Products, Inc.
3 unchanged sentences
Project Accelerate Parent, LLC Business Services 5.25% (L + 4.25%) 1/2/2025 12,549 12,517 12,329
+Added: Portfolio Company and Type of Investment Industry Interest Rate (1) Maturity Date Principal Amount or Par Value Cost Fair
Project Boost Purchaser, LLC Business Services 4.00% (L + 3.50%) 5/30/2026 $ 2,494 $ 2,488 $ 2,494
−Removed: PSC Industrial Holdings Corp.
−Removed: Industrial Services 4.75% (L + 3.75%) 10/11/2024 6,899 6,864 6,850
Quest Software US Holdings Inc.
2 unchanged sentences
Business Services 3.75% (L + 3.25%) 4/24/2028 5,000 4,982 4,989
−Removed: Salient CRGT Inc.
−Removed: Federal Services 7.50% (L + 6.50%) 2/28/2022 18,920 18,891 18,778
+Added: RLG Holdings, LLC Packaging 5.00% (L + 4.25%) 7/7/2028 3,634 3,616 3,645
+Added: RLG Holdings, LLC Packaging 5.00% (L + 4.25%) 7/7/2028 396 395 399
Sierra Enterprises, LLC Food & Beverage 5.00% (L + 4.00%) 11/11/2024 4,227 4,213 4,216
−Removed: Portfolio Company and Type of Investment Industry Interest Rate (1) Maturity Date Principal Amount or Par Value Cost Fair
Sovos Brands Intermediate, Inc.
4 unchanged sentences
Therapy Brands Holdings LLC Healthcare Information Technology 4.75% (L + 4.00%) 5/18/2028 4,621 4,599 4,621
+Added: Thermostat Purchaser III, Inc.
+Added: Business Services 5.25% (L + 4.50%) 8/31/2028 4,052 4,032 4,042
TIBCO Software Inc.
Software 3.84% (L + 3.75%) 6/30/2026 2,985 2,967 2,978
+Added: Trader Interactive, LLC (fka Dominion Web Solutions LLC) Business Services 4.50% (L + 4.00%) 7/28/2028 5,303 5,276 5,309
Unified Women’s Healthcare, LP Healthcare Services 5.00% (L + 4.25%) 12/20/2027 7,419 7,383 7,439
1 unchanged sentence
Consumer Services 4.25% (L + 3.50%) 5/12/2028 3,849 3,834 3,850
+Added: Valcour Packaging, LLC Packaging 4.25% (L + 3.75%) 10/4/2028 2,051 2,041 2,054
+Added: VetCor Professional Practices LLC Consumer Services 4.40% (L + 4.25%) 7/2/2025 1,156 1,132 1,145
+Added: VT Topco, Inc.
+Added: Business Services 4.50% (L + 3.75%) 8/1/2025 8,511 8,470 8,509
Wirepath LLC Distribution & Logistics 4.08% (L + 4.00%) 8/5/2024 21,277 21,277 21,238
4 unchanged sentences
Unfunded Investments - First lien
+Added: RLG Holdings, LLC Packaging — 7/7/2028 $ 736 $ (4) $ 2
Therapy Brands Holdings LLC Healthcare Information Technology — 5/18/2023 1,470 — —
+Added: Thermostat Purchaser III, Inc.
+Added: Business Services — 8/31/2023 948 — (2)
VetCor Professional Practices LLC Consumer Services — 7/2/2025 8,844 (88) (77)
+Added: VT Topco, Inc.
+Added: Business Services — 8/4/2023 1,489 — —
Total Unfunded Investments $ 13,487 $ (92) $ (77)
2 unchanged sentences
A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the LIBOR (L), the Prime Rate (P) and the alternative base rate (Base).
−Removed: For each investment, the current interest rate provided reflects the rate in effect as of June 30, 2021.
+Added: For each investment, the current interest rate provided reflects the rate in effect as of September 30, 2021.
(2) Represents the fair value in accordance with ASC 820.
Our board of directors does not determine the fair value of the investments held by SLP IV.
−Removed: Below is certain summarized consolidated financial information for SLP IV as of June 30, 2021 and for the three and six months ended June 30, 2021:
+Added: Below is certain summarized consolidated financial information for SLP IV as of September 30, 2021 and for the three and nine months ended September 30, 2021:
Selected Consolidated Balance Sheet Information:
−Removed: June 30, 2021
+Added: September 30, 2021
(in thousands)
12 unchanged sentences
Selected Consolidated Statement of Operations Information:
−Removed: Three Months Ended Six Months Ended
−Removed: June 30, 2021(1) June 30, 2021(1)
+Added: Three Months Ended Nine Months Ended
+Added: September 30, 2021 September 30, 2021(1)
(in thousands) (in thousands)
6 unchanged sentences
Net investment income 4,094 6,193
−Removed: Net realized gains on investments 224 224
+Added: Net realized (losses) gains on investments (85) 139
Net change in unrealized appreciation of investments 2,214 4,265
Net increase in members' capital $ 6,223 $ 10,597
−Removed: (1) Reflects the results of operations for the period from May 5, 2021 through June 30, 2021.
−Removed: For the period from May 5, 2021 through June 30, 2021, we earned approximately $2.4 million of dividend income related to SLP IV, which is included in dividend income.
−Removed: As of June 30, 2021, approximately $2.4 million of dividend income related to SLP IV was included in interest and dividend receivable.
+Added: (1) Reflects the results of operations for the period from May 5, 2021 through September 30, 2021.
+Added: For the three months ended September 30, 2021 and the period from May 5, 2021 through September 30, 2021, we earned approximately $2.7 million and $5.1 million, respectively, of dividend income related to SLP IV, which is included in dividend income.
+Added: As of September 30, 2021, approximately $2.7 million of dividend income related to SLP IV was included in interest and dividend receivable.
We have determined that SLP IV is an investment company under ASC 946;
4 unchanged sentences
NMNLC was formed to acquire commercial real estate properties that are subject to "triple net" leases.
−Removed: NMNLC's investments are disclosed on our Consolidated Schedule of Investments as of June 30, 2021.
+Added: NMNLC's investments are disclosed on our Consolidated Schedule of Investments as of September 30, 2021.
On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million.
Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.
−Removed: Below is certain summarized property information for NMNLC as of June 30, 2021:
+Added: Below is certain summarized property information for NMNLC as of September 30, 2021:
Lease Total Fair Value as of
−Removed: Portfolio Company Tenant Expiration Date Location Square Feet June 30, 2021
+Added: Portfolio Company Tenant Expiration Date Location Square Feet September 30, 2021
(in thousands) (in thousands)
17 unchanged sentences
Interest on collateralized agreements is accrued and recognized over the life of the transaction and included in interest income.
−Removed: As of June 30, 2021 and December 31, 2020, we held one collateralized agreement to resell with a cost basis of $30.0 million and $30.0 million, respectively, and a fair value of $21.4 million and $21.4 million, respectively.
+Added: As of September 30, 2021 and December 31, 2020, we held one collateralized agreement to resell with a cost basis of $30.0 million and $30.0 million, respectively, and a fair value of $21.4 million and $21.4 million, respectively.
The collateralized agreement to resell is on non-accrual.
22 unchanged sentences
During the year ended December 31, 2018, we received a $1.5 million payment from our insurance carrier in respect to the settlement.
−Removed: As of June 30, 2021 and December 31, 2020, the SPP Agreement has a cost basis of $14.5 million and $14.5 million, respectively, and a fair value of $10.4 million and $10.4 million, respectively, which is reflective of the higher inherent risk in this transaction.
+Added: As of September 30, 2021 and December 31, 2020, the SPP Agreement has a cost basis of $14.5 million and $14.5 million, respectively, and a fair value of $10.4 million and $10.4 million, respectively, which is reflective of the higher inherent risk in this transaction.
Revenue Recognition
8 unchanged sentences
The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer.
−Removed: For the three and six months ended June 30, 2021, we recognized PIK and non-cash interest from investments of approximately $5.6 million and $11.4 million, respectively, and PIK and non-cash dividends from investments of approximately $5.8 million and $11.0 million, respectively.
−Removed: For the three and six months ended June 30, 2020, we recognized PIK and non-cash interest from investments of approximately $3.2 million and $6.7 million, respectively, and PIK and non-cash dividends from investments of approximately $3.8 million and $5.4 million, respectively.
+Added: For the three and nine months ended September 30, 2021, we recognized PIK and non-cash interest from investments of approximately $5.7 million and $17.1 million, respectively, and PIK and non-cash dividends from investments of approximately $3.7 million and $14.7 million, respectively.
+Added: For the three and nine months ended September 30, 2020, we recognized PIK and non-cash interest from investments of approximately $5.0 million and $11.7 million, respectively, and PIK and non-cash dividends from investments of approximately $3.8 million and $9.2 million, respectively.
Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
26 unchanged sentences
There is meaningful possibility that we will not recoup our original cost basis in the investment and may realize a substantial loss upon exit.
−Removed: The following table shows the distribution of our investments and securities purchased under collateralized agreements to resell on the 1 to 4 investment rating scale at fair value as of June 30, 2021:
−Removed: (in millions) As of June 30, 2021
+Added: The following table shows the distribution of our investments and securities purchased under collateralized agreements to resell on the 1 to 4 investment rating scale at fair value as of September 30, 2021:
+Added: (in millions) As of September 30, 2021
Investment Rating Cost Percent Fair Value Percent
4 unchanged sentences
$ 3,033.8 100.0 % $ 3,033.1 100.0 %
−Removed: As of June 30, 2021, all investments in our portfolio had an Investment Rating of 1 or 2 with the exception of seven portfolio companies that had an Investment Rating of 3 and four portfolio companies that had an Investment Rating of 4.
+Added: As of September 30, 2021, all investments in our portfolio had an Investment Rating of 1 or 2 with the exception of seven portfolio companies that had an Investment Rating of 3 and seven portfolio companies that had an Investment Rating of 4.
+Added: As of September 30, 2021, our aggregate principal amount of our first lien term loans and subordinated position in American Achievement Corporation ("AAC") was $28.9 million and $5.2 million, respectively, of which $12.5 million and $5.2 million, respectively, were placed on non-accrual status during the quarter and the investments had a rating of 4.
+Added: As of September 30, 2021, our positions in AAC on non-accrual status had an aggregate cost basis of $12.4 million, an aggregate fair value of $7.3 million and total unearned interest income of $0.3 million and $0.3 million for the three and nine months then ended, respectively.
+Added: During the third quarter of 2021, we placed our second lien position in Sierra Hamilton Holdings Corporation ("Sierra") on non-accrual status and the investment had a rating of 4.
+Added: As of September 30, 2021, our second lien position in Sierra had an aggregate cost basis of $0.0 million, an aggregate fair value of $0.0 million and total unearned interest income of $0.0 million and $0.0 million for the three and nine months then ended, respectively.
+Added: As of September 30, 2021, our aggregate principal amount of our first lien positions in Tenawa Resource Management LLC ("Tenawa") was $42.9 million, of which $17.2 million was placed on non-accrual status during the quarter and the investment had a rating of 4.
+Added: As of September 30, 2021, our first lien positions in Tenawa on non-accrual status had an aggregate cost basis of $17.1 million, an aggregate fair value of $10.8 million and total unearned interest income of $0.4 million and $0.4 million for the three and nine months then ended, respectively.
During the first quarter of 2020, we placed our investment in our junior preferred shares of UniTek Global Services, Inc.
("UniTek") on non-accrual status and the investment had a rating of 4.
−Removed: As of June 30, 2021, our junior preferred shares of UniTek had an aggregate cost basis of $34.4 million, an aggregate fair value of $0.0 million and total unearned dividend income of $1.4 million and $2.8 million for the three and six months then ended, respectively.
−Removed: During the fourth quarter of 2020, we placed an aggregate principal amount of $9.9 million of our investment in our senior preferred shares of UniTek on non-accrual status and the investment had a rating of 4.
−Removed: As of June 30, 2021, our senior preferred shares of UniTek on non-accrual had an aggregate cost basis of $9.9 million, an aggregate fair value of approximately $2.4 million and total unearned dividend income of approximately $0.4 million and $0.9 million for the three and six months then ended, respectively.
+Added: As of September 30, 2021, our junior preferred shares of UniTek had an aggregate cost basis of $34.4 million, an aggregate fair value of $0.0 million and total unearned dividend income of $1.5 million and $4.3 million for the three and nine months then ended, respectively.
+Added: During the third quarter of 2021, we placed an aggregate principal amount of $19.8 million of our investment in our senior preferred shares of UniTek on non-accrual status and the investment had a rating of 4.
+Added: As of September 30, 2021, our senior preferred shares of UniTek had an aggregate cost basis of $19.8 million, an aggregate fair value of approximately $2.6 million and total unearned dividend income of approximately $1.0 million and $1.9 million for the three and nine months then ended, respectively.
During the first quarter of 2018, we placed our first lien positions in Education Management II LLC on non-accrual status as the portfolio company announced its intention to wind down and liquidate the business.
Our first lien positions and our preferred and common shares in Education Management Corporation ("EDMC") have an investment rating of 4.
−Removed: As of June 30, 2021, our investment in EDMC, with an Investment Rating of 4 had an aggregate cost basis of $1.4 million, an aggregate fair value of $0.0 million and total unearned interest income of $0.0 million for the three and six months then ended, respectively.
+Added: As of September 30, 2021, our investment in EDMC, with an Investment Rating of 4 had an aggregate cost basis of $1.4 million, an aggregate fair value of $0.0 million and total unearned interest income of $0.0 million for the three and nine months then ended, respectively.
Since March 31, 2020, our investment in NM KRLN LLC had an investment rating of 4 and had an aggregate cost basis of $9.0 million and an aggregate fair value of $0.5 million.
Since December 31, 2019, our subordinated position in PPVA Black Elk (Equity) LLC had an investment rating of 4.
−Removed: As of June 30, 2021, our investment in this security had an aggregate cost basis of $14.5 million and an aggregate fair value of approximately $10.4 million.
+Added: As of September 30, 2021, our investment in this security had an aggregate cost basis of $14.5 million and an aggregate fair value of approximately $10.4 million.
During the year ended December 31, 2019, our security purchased under collateralized agreements to resell was placed on non-accrual and the investment had an Investment Rating of 4.
−Removed: As of June 30, 2021, our investment in this security had an aggregate cost basis of $30.0 million and an aggregate fair value of approximately $21.4 million.
+Added: As of September 30, 2021, our investment in this security had an aggregate cost basis of $30.0 million and an aggregate fair value of approximately $21.4 million.
In response to the continuing impact of the outbreak of the COVID-19 pandemic and its impact on the overall market environment and the health of our portfolio companies, we performed a company-by-company evaluation of the anticipated impact of the COVID-19 pandemic.
2 unchanged sentences
We will continue to monitor our portfolio companies and provide support to their management teams where possible.
−Removed: The following table shows the Risk Rating of our portfolio companies as of June 30, 2021:
−Removed: (in millions) As of June 30, 2021
+Added: The following table shows the Risk Rating of our portfolio companies as of September 30, 2021:
+Added: (in millions) As of September 30, 2021
Risk Rating Cost Percent Fair Value Percent
5 unchanged sentences
Portfolio and Investment Activity
−Removed: The fair value of our investments was approximately $3,088.9 million in 102 portfolio companies at June 30, 2021 and approximately $2,953.5 million in 104 portfolio companies at December 31, 2020.
−Removed: The following table shows our portfolio and investment activity for the six months ended June 30, 2021 and June 30, 2020:
−Removed: Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020
+Added: The fair value of our investments was approximately $3,011.7 million in 106 portfolio companies at September 30, 2021 and approximately $2,953.5 million in 104 portfolio companies at December 31, 2020.
+Added: The following table shows our portfolio and investment activity for the nine months ended September 30, 2021 and September 30, 2020:
+Added: Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020
New investments in 46 and 25 portfolio companies, respectively $ 769.4 $ 272.8
6 unchanged sentences
Recent Accounting Standards for details on recent accounting standards updates.
−Removed: Results of Operations for the Three Months Ended June 30, 2021 and June 30, 2020
+Added: Results of Operations for the Three Months Ended September 30, 2021 and September 30, 2020
Three Months Ended
−Removed: (in thousands) June 30, 2021 June 30, 2020
+Added: (in thousands) September 30, 2021 September 30, 2020
Total interest income $ 47,788 $ 49,654
2 unchanged sentences
Total investment income $ 68,474 $ 65,521
−Removed: Our total investment income increased by approximately $0.6 million, or 1%, for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.
−Removed: For the three months ended June 30, 2021, total investment income of approximately $66.6 million consisted of approximately $39.4 million in cash interest from investments, approximately $5.6 million in PIK and non-cash interest from investments, approximately $0.5 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $1.6 million, approximately $11.1 million in cash dividends from investments, approximately $5.8 million in PIK and non-cash dividends from investments and approximately $2.6 million in other income.
−Removed: The decrease in interest income of approximately $4.3 million during the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 was primarily due to lower LIBOR rates on smaller invested balances.
−Removed: Our smaller invested balances were driven by the repayments of our revolving credit facilities due to asset sales and repayments greater than asset originations during 2020.
−Removed: The increase in dividend income for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 was primarily due to an increase in cash dividends from our investment in SLP III and PIK dividends related to new investments.
−Removed: Other income during the three months ended June 30, 2021, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 17 different portfolio companies.
+Added: Our total investment income increased by approximately $3.0 million, or 5%, for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020.
+Added: For the three months ended September 30, 2021, total investment income of approximately $68.4 million consisted of approximately $37.6 million in cash interest from investments, approximately $5.7 million in PIK and non-cash interest from investments, approximately $1.4 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $3.1 million, approximately $10.8 million in cash dividends from investments, approximately $3.7 million in PIK and non-cash dividends from investments and approximately $6.1 million in other income.
+Added: The decrease in interest income of approximately $1.9 million during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 was primarily due to lower LIBOR rates on smaller invested balances.
+Added: Our smaller invested balances were driven by asset sales and repayments greater than asset originations during 2020.
+Added: The increase in dividend income for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 was primarily due to an increase in cash dividends from our investment in SLP III and PIK dividends related to new investments.
+Added: Other income during the three months ended September 30, 2021, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 25 different portfolio companies.
Operating Expenses
Three Months Ended
−Removed: (in thousands) June 30, 2021 June 30, 2020
+Added: (in thousands) September 30, 2021 September 30, 2020
Management fee $ 13,740 $ 12,877
2 unchanged sentences
Incentive fee 7,661 7,135
+Added: incentive fee waiver — (500)
+Added: Total incentive fee 7,661 6,635
Interest and other financing expenses 17,693 18,077
5 unchanged sentences
Net expenses before income taxes 37,837 36,356
−Removed: Income tax expense (benefit) 22 (7)
+Added: Income tax (benefit) expense (8) 123
Net expenses after income taxes $ 37,829 $ 36,479
−Removed: Our total net operating expenses decreased by approximately $1.0 million for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.
−Removed: Our management fee, net of a management fee waiver, remained relatively flat for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 due to the fee waiver agreement (as defined below) in which the Investment Adviser has agreed to waive base management fees in order to reach a target base management fee of 1.25% on gross assets.
−Removed: Our incentive fee increased by approximately $0.4 million for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 which was attributable to higher net investment income as compared to 2020 due to the reversal of $2.0 million of previously recorded PIK interest related to our subordinated notes in Permian Holdco 3, Inc., which was deemed to no longer be collectible in 2020.
−Removed: Interest and other financing expenses decreased by approximately $1.4 million during the three months ended June 30, 2021 as compared to the three months ended June 30, 2020, primarily due to lower LIBOR rates on our floating rate borrowings, lower borrowings on our revolving facilities and lower interest expense on our 2021A Unsecured Notes issued in the first quarter as compared to our 2016 Unsecured Notes and 5.75% Unsecured Notes, which were repaid with these proceeds in the first quarter of 2021.
−Removed: Our total professional fees, administrative expenses and total other general and administrative expenses for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 remained relatively flat.
+Added: Our total net operating expenses increased by approximately $1.4 million for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020.
+Added: Our management fee, net of a management fee waiver, remained relatively flat for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 due to the fee waiver agreement (as defined below) in which the Investment Adviser has agreed to waive base management fees in order to reach a target base management fee of 1.25% on gross assets.
+Added: Our incentive fee increased by approximately $1.0 million for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 which was attributable to an incentive fee waiver by the Investment Adviser in 2020 and higher net investment income as compared to 2020 due to an increase in investment income, lower interest and other financing expenses and an expense waiver of indirect administrative expenses by the Administrator in 2020.
+Added: Interest and other financing expenses decreased by approximately $0.4 million during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020, primarily due to lower LIBOR rates on our floating rate borrowings, lower borrowings on our revolving facilities and lower interest expense on our 2021A Unsecured Notes issued in the first quarter as compared to our 2016 Unsecured Notes and 5.75% Unsecured Notes, which were repaid with these proceeds in the first quarter of 2021.
+Added: Our total professional fees, administrative expenses and total other general and administrative expenses for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 remained relatively flat.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Three Months Ended
−Removed: (in thousands) June 30, 2021 June 30, 2020
−Removed: Net realized gains (losses) on investments $ 180 $ (3,756)
−Removed: Net change in unrealized appreciation (depreciation) of investments 49,808 53,282
−Removed: Provision for taxes — (377)
−Removed: Net realized and unrealized gains $ 49,988 $ 49,149
−Removed: Our net realized and unrealized gains resulted in a net gain of approximately $50.0 million for the three months ended June 30, 2021 compared to net realized losses and unrealized gains resulting in a net gain of approximately $49.1 million for the same period in 2020.
+Added: (in thousands) September 30, 2021 September 30, 2020
+Added: Net realized gains on investments $ 23,008 $ 47
+Added: Net change in unrealized (depreciation) appreciation of investments (30,736) 60,242
+Added: Net change in unrealized depreciation on foreign currency (13) —
+Added: Benefit for taxes 1 257
+Added: Net realized and unrealized (losses) gains $ (7,740) $ 60,546
+Added: Our net realized gains and unrealized losses resulted in a net loss of approximately $7.7 million for the three months ended September 30, 2021 compared to net realized and unrealized gains resulting in a net gain of approximately $60.5 million for the same period in 2020.
As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together.
−Removed: The net gain for the three months ended June 30, 2021 was primarily driven by unrealized appreciation on our investments in TVG-Edmentum Ultimate Holdings, LLC ("Edmentum"), NM CLFX LP and NM GLCR LP.
−Removed: The provision for income taxes was attributable to equity investments that are held as of June 30, 2021 in four of our corporate subsidiaries.
−Removed: The net gain for the three months ended June 30, 2020 was primarily driven by the overall increase in market prices of our investments during the period due to the partial recovery of the market from the impact of the COVID-19 pandemic.
+Added: The net loss for the three months ended September 30, 2021 was primarily driven by unrealized depreciation in Tenawa, CentralSquare Technologies, LLC and UniTek and was partially offset by unrealized appreciation on our investments in New Benevis Topco, LLC and NM GLCR LP.
+Added: The provision for income taxes was attributable to equity investments that are held as of September 30, 2021 in six of our corporate subsidiaries.
+Added: The net gain for the three months ended September 30, 2020 was primarily driven by the overall increase in market prices of our investments during the period due to the partial recovery of the market from the impact of the COVID-19 pandemic.
See Monitoring of Portfolio Investments above for more details regarding the continuing impact of the COVID-19 pandemic on the health of our portfolio companies.
−Removed: Results of Operations for the Six Months Ended June 30, 2021 and June 30, 2020
−Removed: Six Months Ended
−Removed: (in thousands) June 30, 2021 June 30, 2020
+Added: Results of Operations for the Nine Months Ended September 30, 2021 and September 30, 2020
+Added: Nine Months Ended
+Added: (in thousands) September 30, 2021 September 30, 2020
Total interest income $ 141,878 $ 162,653
2 unchanged sentences
Total investment income $ 202,743 $ 205,572
−Removed: Our total investment income decreased by approximately $5.8 million, or (4)%, for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.
−Removed: For the six months ended June 30, 2021, total investment income of approximately $134.3 million consisted of approximately $78.2 million in cash interest from investments, approximately $11.4 million in PIK and non-cash interest from investments, approximately $0.9 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $3.6 million, approximately $21.6 million in cash dividends from investments, approximately $11.0 million in PIK and non-cash dividends from investments and approximately $7.6 million in other income.
−Removed: The decrease in interest income of approximately $18.9 million during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 was primarily due to lower LIBOR rates on smaller invested balances.
+Added: Our total investment income decreased by approximately $2.8 million, or (1)%, for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.
+Added: For the nine months ended September 30, 2021, total investment income of approximately $202.7 million consisted of approximately $115.8 million in cash interest from investments, approximately $17.1 million in PIK and non-cash interest from investments, approximately $2.3 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $6.7 million, approximately $32.4 million in cash dividends from investments, approximately $14.7 million in PIK and non-cash dividends from investments and approximately $13.7 million in other income.
+Added: The decrease in interest income of approximately $20.8 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 was primarily due to lower LIBOR rates on smaller invested balances.
Our smaller invested balances were driven by the repayments of our revolving credit facilities due to asset sales and repayments greater than asset originations during 2020.
−Removed: The increase in dividend income for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 was primarily due to the an increase in cash dividends from our investment in SLP III and PIK dividends related to new investments.
−Removed: In addition, total dividend income for the six months ended June 30, 2020 included a reversal of $3.4 million of previously recorded PIK dividends related to our preferred shares in Permian Holdco 1, Inc., which was deemed to no longer be collectible.
−Removed: Other income during the six months ended June 30, 2021, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 29 different portfolio companies.
+Added: The increase in dividend income for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 was primarily due to the an increase in cash dividends from our investment in SLP III and PIK dividends related to new investments.
+Added: In addition, total dividend income for the nine months ended September 30, 2020 included a reversal of $3.4 million of previously recorded PIK dividends related to our preferred shares in Permian Holdco 1, Inc., which was deemed to no longer be collectible.
+Added: Other income during the nine months ended September 30, 2021, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 47 different portfolio companies.
Operating Expenses
−Removed: Six Months Ended
−Removed: (in thousands) June 30, 2021 June 30, 2020
+Added: Nine Months Ended
+Added: (in thousands) September 30, 2021 September 30, 2020
Management fee $ 40,885 $ 39,869
2 unchanged sentences
Incentive fee 22,207 21,857
+Added: incentive fee waiver — (500)
+Added: Total incentive fee 22,207 21,357
Interest and other financing expenses 54,949 59,500
7 unchanged sentences
Net expenses after income taxes $ 113,914 $ 117,642
−Removed: Our total net operating expenses decreased by approximately $5.1 million for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.
−Removed: Our management fee decreased by approximately $0.6 million, net of a management fee waiver, and our incentive fee decreased by approximately $0.2 million for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.
+Added: Our total net operating expenses decreased by approximately $3.7 million for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.
+Added: Our management fee, net of a management fee waiver, decreased by approximately $0.6 million and our incentive fee increased by approximately $0.9 million for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.
The decrease in management fees was attributable to an increase in the management fee waiver as a result of the fee waiver agreement (as defined below) in which the Investment Adviser has agreed to waive base management fees in order to reach a target base management fee of 1.25% on gross assets.
−Removed: Interest and other financing expenses decreased by approximately $4.2 million during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to lower LIBOR rates on our floating rate borrowings, lower borrowings on our revolving facilities and lower interest expense on our 2021A Unsecured Notes issued in the first quarter as compared to our 2016 Unsecured Notes and 5.75% Unsecured Notes, which were repaid with these proceeds in the first quarter of 2021.
−Removed: Our total professional fees, administrative expenses and total other general and administrative expenses for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 remained relatively flat.
+Added: The increase in incentive fees was attributable to the incentive fee waiver by the Investment Adviser during the nine months ended September 30, 2020.
+Added: Interest and other financing expenses decreased by approximately $4.6 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020, primarily due to lower LIBOR rates on our floating rate borrowings, lower borrowings on our revolving facilities and lower interest expense on our 2021A Unsecured Notes issued in the first quarter as compared to our 2016 Unsecured Notes and 5.75% Unsecured Notes, which were repaid with these proceeds in the first quarter of 2021.
+Added: Our total professional fees, administrative expenses and total other general and administrative expenses for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 remained relatively flat.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
−Removed: Six Months Ended
−Removed: (in thousands) June 30, 2021 June 30, 2020
−Removed: Net realized losses on investments $ (10,316) $ (3,642)
+Added: Nine Months Ended
+Added: (in thousands) September 30, 2021 September 30, 2020
+Added: Net realized gains (losses) on investments $ 12,692 $ (3,595)
Net change in unrealized appreciation (depreciation) of investments 52,544 (91,215)
+Added: Net change in unrealized depreciation on foreign currency (13) —
(Provision) benefit for taxes (114) 778
Net realized and unrealized gains (losses) $ 65,109 $ (94,032)
−Removed: Our net realized losses and unrealized gains resulted in a net gain of approximately $72.8 million for the six months ended June 30, 2021 compared to net realized and unrealized losses resulting in a net loss of approximately $154.6 million for the same period in 2020.
+Added: Our net realized and unrealized gains resulted in a net gain of approximately $65.1 million for the nine months ended September 30, 2021 compared to net realized and unrealized losses resulting in a net loss of approximately $94.0 million for the same period in 2020.
As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together.
−Removed: The net gain for the six months ended June 30, 2021 was primarily driven by unrealized appreciation on our investments in Edmentum, NM CLFX LP and NM GLCR LP.
−Removed: The provision for income taxes was attributable to equity investments that are held as of June 30, 2021 in four of our corporate subsidiaries.
−Removed: The net loss for the six months ended June 30, 2020 was primarily driven by the overall decrease in market prices of our investments during the period due to the impact of the COVID-19 pandemic.
−Removed: See Monitoring of Portfolio Investments above for more details regarding the continuing impact of the COVID-19 pandemic on the health of our portfolio companies.
+Added: The net gain for the nine months ended September 30, 2021 was primarily driven by realized gains and unrealized appreciation on our investments in Edmentum and unrealized appreciation on our investments in NM CLFX LP and NM GLCR LP, which offset unrealized depreciation on our investments in AAC, Tenawa and UniTek.
+Added: The provision for income taxes was attributable to equity investments that are held as of September 30, 2021 in six of our corporate subsidiaries.
+Added: The net loss for the nine months ended September 30, 2020 was primarily driven by the overall decrease in market prices of our investments during the period due to the impact of the COVID-19 pandemic.
+Added: See Monitoring
+Added: of Portfolio Investments above for more details regarding the continuing impact of the COVID-19 pandemic on the health of our portfolio companies.
Liquidity and Capital Resources
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
−Removed: Since our IPO, and through June 30, 2021, we raised approximately $893.2 million in net proceeds from additional offerings of common stock.
+Added: Since our IPO, and through September 30, 2021, we raised approximately $893.2 million in net proceeds from additional offerings of common stock.
Our liquidity is generated and generally available through advances from the revolving credit facilities, from cash flows from operations, and, we expect, through periodic follow-on equity offerings.
5 unchanged sentences
The agreements governing the NMFC Credit Facility, the Convertible Notes and the Unsecured Notes (as defined below) contain certain covenants and terms, including a requirement that we not exceed a debt-to-equity ratio of 1.65 to 1.00 at the time of incurring additional indebtedness and a requirement that we not exceed a secured debt ratio of 0.70 to 1.00 at any time.
−Removed: As of June 30, 2021, our asset coverage ratio was 183.9%.
−Removed: At June 30, 2021 and December 31, 2020, we had cash and cash equivalents of approximately $27.8 million and $79.0 million, respectively.
−Removed: Our cash (used in) provided by operating activities during the six months ended June 30, 2021 and June 30, 2020 was approximately $(9.3) million and $283.9 million, respectively.
+Added: As of September 30, 2021, our asset coverage ratio was 184.0%.
+Added: At September 30, 2021 and December 31, 2020, we had cash and cash equivalents of approximately $83.4 million and $79.0 million, respectively.
+Added: Our cash provided by operating activities during the nine months ended September 30, 2021 and September 30, 2020 was approximately $84.7 million and $269.6 million, respectively.
We expect that all current liquidity needs will be met with cash flows from operations and other activities.
1 unchanged sentence
As of the most recent amendment on April 20, 2021, the maturity date of the Holdings Credit Facility is April 20, 2026, and the maximum facility amount is the lesser of $800.0 million and the actual commitments of the lenders to make advances as of such date.
−Removed: As of June 30, 2021, the maximum amount of revolving borrowings available under the Holdings Credit Facility is $730.0 million.
+Added: As of September 30, 2021, the maximum amount of revolving borrowings available under the Holdings Credit Facility is $730.0 million.
Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 25.0%, 45.0%, 67.5% or 70.0% of the purchase price of pledged assets, subject to approval by Wells Fargo Bank, National Association.
8 unchanged sentences
The Holdings Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Third Amended and Restated Loan and Security Agreement).
−Removed: The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Holdings Credit Facility for the three and six months ended June 30, 2021 and June 30, 2020:
−Removed: Three Months Ended Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Holdings Credit Facility for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: Three Months Ended Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest expense $ 2.4 $ 2.7 $ 7.6 $ 11.3
4 unchanged sentences
Average debt outstanding $ 483.1 $ 488.8 $ 467.6 $ 551.1
−Removed: As of June 30, 2021 and December 31, 2020, the outstanding balance on the Holdings Credit Facility was $505.2 million and $450.2 million, respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.
−Removed: NMFC Credit Facility —The Amended and Restated Senior Secured Revolving Credit Agreement, (as amended from time to time, and together with the related guarantee and security agreement, the "NMFC Credit Facility"), dated June 4, 2021, among us, as the Borrower, Goldman Sachs Bank USA, as the Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., as Lenders, is structured as a senior secured revolving credit facility.
+Added: As of September 30, 2021 and December 31, 2020, the outstanding balance on the Holdings Credit Facility was $493.3 million and $450.2 million, respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.
+Added: NMFC Credit Facility —The Amended and Restated Senior Secured Revolving Credit Agreement, (as amended from time to time, and together with the related guarantee and security agreement, the "RCA"), dated June 4, 2021, among us, as the Borrower, Goldman Sachs Bank USA, as the Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., as Lenders (the "NMFC Credit Facility"), is structured as a senior secured revolving credit facility.
The NMFC Credit Facility is guaranteed by certain of our domestic subsidiaries and proceeds from the NMFC Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
As of the most recent amendment on June 4, 2021, the maturity date of the NMFC Credit Facility is June 4, 2026.
−Removed: As of June 30, 2021, the maximum amount of revolving borrowings available under the NMFC Credit Facility was $188.5 million.
−Removed: We are permitted to borrow at various advance rates depending on the type of portfolio investment as outlined in the related Senior Secured Revolving Credit Agreement.
+Added: As of September 30, 2021, the maximum amount of revolving borrowings available under the NMFC Credit Facility was $188.5 million.
+Added: We are permitted to borrow at various advance rates depending on the type of portfolio investment as outlined in the related RCA.
All fees associated with the origination and amending of the NMFC Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the NMFC Credit Facility.
The NMFC Credit Facility contains certain customary affirmative and negative covenants and events of default, including certain financial covenants related to the asset coverage and liquidity and other maintenance covenants.
−Removed: As of the most recent amendment on June 4, 2021, the NMFC Credit Facility generally bears interest at a rate of LIBOR plus 2.10% per annum or the prime rate plus 1.10% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the Amended and Restated Senior Secured Revolving Credit Agreement).
−Removed: Prior to June 4, 2021 the NMFC Credit Facility bore interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charged a commitment fee based on the unused facility amount multiplied by 0.375% per annum (as defined in the Senior Secured Revolving Credit Agreement).
−Removed: The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMFC Credit Facility for the three and six months ended June 30, 2021 and June 30, 2020:
−Removed: Three Months Ended Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: As of the most recent amendment on June 4, 2021, the NMFC Credit Facility generally bears interest at a rate of LIBOR plus 2.10% per annum or the prime rate plus 1.10% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA).
+Added: Prior to June 4, 2021, the NMFC Credit Facility bore interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charged a commitment fee based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA).
+Added: The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMFC Credit Facility for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: Three Months Ended Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest expense $ 0.7 $ 0.9 $ 2.3 $ 4.0
4 unchanged sentences
Average debt outstanding $ 117.1 $ 131.8 $ 122.5 $ 155.0
−Removed: (1) For the three months ended June 30, 2021 and the three and six months ended June 30, 2020, the total non-usage fees were less than $50.0 thousand.
−Removed: (2) For the three months ended June 30, 2020, the total amortization of financing costs were less than $50.0 thousand.
−Removed: As of June 30, 2021 and December 31, 2020, the outstanding balance on the NMFC Credit Facility was $98.0 million and $165.5 million, respectively, and NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.
−Removed: DB Credit Facility —The Loan Financing and Servicing Agreement (the "DB Credit Facility") dated December 14, 2018 and as amended from time to time, among NMFDB as the borrower, Deutsche Bank AG, New York Branch ("Deutsche Bank") as the facility agent, Lender and other agent from time to time party thereto and U.S.
−Removed: Bank National Association, as collateral agent and collateral custodian, is structured as a secured revolving credit facility and matures on March 25, 2026.
−Removed: As of June 30, 2021, the maximum amount of revolving borrowings available under the DB Credit Facility was $280.0 million.
−Removed: We are permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the Loan Financing and Servicing Agreement.
+Added: (1) For the three months ended September 30, 2021 and the three months ended September 30, 2020, the total amortization of financing costs were less than $50.0 thousand.
+Added: As of September 30, 2021 and December 31, 2020, the outstanding balance on the NMFC Credit Facility was $150.0 million and $165.5 million, respectively, and NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.
+Added: Unsecured Management Company Revolver —The Uncommitted Revolving Loan Agreement, dated March 30, 2020, by and between us, as the Borrower, and NMF Investments III, L.L.C., as Lender, an affiliate of the Investment Adviser (the "Unsecured Management Company Revolver"), is structured as a discretionary unsecured revolving credit facility.
+Added: The proceeds from the Unsecured Management Company Revolver may be used for general corporate purposes, including the
+Added: funding of portfolio investments.
+Added: The maturity date of the Unsecured Management Company Revolver is December 31, 2022.
+Added: The Unsecured Management Company Revolver generally bears interest at a rate of 7.00% per annum (as defined in the Uncommitted Revolving Loan Agreement).
+Added: On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million.
+Added: As of September 30, 2021, the maximum amount of revolving borrowings available under the Unsecured Management Company Revolver was $50.0 million and no borrowings were outstanding.
+Added: For the three and nine months ended September 30, 2021 and September 30, 2020, amortization of financing costs were each less than $50.0 thousand, respectively.
+Added: DB Credit Facility —The Loan Financing and Servicing Agreement (the "LFSA") dated December 14, 2018 and as amended from time to time, among NMFDB as the borrower, Deutsche Bank AG, New York Branch ("Deutsche Bank") as the facility agent, Lender and other agent from time to time party thereto and U.S.
+Added: Bank National Association, as collateral agent and collateral custodian (the "DB Credit Facility"), is structured as a secured revolving credit facility and matures on March 25, 2026.
+Added: As of September 30, 2021, the maximum amount of revolving borrowings available under the DB Credit Facility was $280.0 million.
+Added: We are permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the LFSA.
The DB Credit Facility is non-recourse to us and is collateralized by all of the investments of NMFDB on an investment by investment basis.
7 unchanged sentences
The "Base Rate" is the three-months LIBOR Rate but may become an alternative base rate based on Deutsche Bank's base lending rate if certain LIBOR disruption events occur.
−Removed: We are also charged a non-usage fee, based on the unused facility amount multiplied by the Undrawn Fee Rate (as defined in the Loan Financing and Servicing Agreement) and a facility agent fee of 0.25% per annum on the total facility amount.
−Removed: The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the DB Credit Facility for the three and six months ended June 30, 2021 and June 30, 2020:
−Removed: Three Months Ended Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: We are also charged a non-usage fee, based on the unused facility amount multiplied by the Undrawn Fee Rate (as defined in the LFSA) and a facility agent fee of 0.25% per annum on the total facility amount.
+Added: The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the DB Credit Facility for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: Three Months Ended Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest expense(1) $ 1.4 $ 1.8 $ 4.5 $ 6.7
5 unchanged sentences
(1) Interest expense includes the portion of the facility agent fee applicable to the drawn portion of the DB Credit Facility and non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the DB Credit Facility.
−Removed: (2) For the three months ended June 30, 2020, the total non-usage fees were less than $50.0 thousand.
−Removed: As of June 30, 2021 and December 31, 2020, the outstanding balance on the DB Credit Facility was $223.5 million and $244.0 million, respectively, and NMFDB was in compliance with the applicable covenants in the DB Credit Facility on such date.
−Removed: Unsecured Management Company Revolver —The Uncommitted Revolving Loan Agreement, (the "Unsecured Management Company Revolver"), dated March 30, 2020, by and between us, as the Borrower, and NMF Investments III, L.L.C., as Lender, an affiliate of the Investment Adviser, is structured as a discretionary unsecured revolving credit facility.
−Removed: The proceeds from the Unsecured Management Company Revolver may be used for general corporate purposes, including the funding of portfolio investments.
−Removed: The maturity date of the Unsecured Management Company Revolver is December 31, 2022.
−Removed: The Unsecured Management Company Revolver generally bears interest at a rate of 7.00% per annum (as defined in the Uncommitted Revolving Loan Agreement).
−Removed: On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million.
−Removed: As of June 30, 2021, the maximum amount of revolving borrowings available under the Unsecured Management Company Revolver was $50.0 million and no borrowings were outstanding.
−Removed: For the three and six months ended June 30, 2021 and June 30, 2020, amortization of financing costs were each less than $50.0 thousand, respectively.
−Removed: NMNLC Credit Facilities —The Revolving Credit Agreement (together with the related guarantee and security agreement, the “NMNLC Credit Facility”), dated September 21, 2018, by and between NMNLC, as the Borrower, and KeyBank National Association, as the Administrative Agent and Lender, was structured as a senior secured revolving credit facility and matured on September 23, 2020.
−Removed: The NMNLC Credit Facility was guaranteed by us and proceeds from the NMNLC Credit Facility were able to be used for funding of additional acquisition properties.
+Added: As of September 30, 2021 and December 31, 2020, the outstanding balance on the DB Credit Facility was $167.8 million and $244.0 million, respectively, and NMFDB was in compliance with the applicable covenants in the DB Credit Facility on such date.
+Added: NMNLC Credit Facilities —The Revolving Credit Agreement (together with the related guarantee and security agreement, the “NMNLC Credit Facility”), dated September 21, 2018, by and between NMNLC, as the Borrower, and KeyBank National Association, as the Administrative Agent and Lender ("the NMNLC Revolving Credit Agreement"), was structured as a senior secured revolving credit facility and matured on September 23, 2020.
+Added: The NMNLC Credit Facility was
+Added: guaranteed by us and proceeds from the NMNLC Credit Facility were able to be used for funding of additional acquisition properties.
The NMNLC Credit Facility bore interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.15% per annum (as defined in the Revolving Credit Agreement).
−Removed: For the three and six months ended June 30, 2020, interest expense, non-usage fees and amortization of financing costs were each less than $50.0 thousand.
−Removed: The Credit Agreement (together with the related guarantee and security agreement, "the NMNLC Credit Facility II"), dated February 26, 2021, by and between NMNLC, as the Borrower, and City National Bank, as the Lender, is structured as a senior secured revolving credit facility and matures on February 25, 2022.
+Added: For the three and nine months ended September 30, 2020, interest expense, non-usage fees and amortization of financing costs were each less than $50.0 thousand.
+Added: The Credit Agreement (together with the related guarantee and security agreement, the "NMNLC CA"), dated February 26, 2021, by and between NMNLC, as the Borrower, and City National Bank, as the Lender (the "NMNLC Credit Facility II"), is structured as a senior secured revolving credit facility and matures on February 25, 2022.
The NMNLC Credit Facility II is guaranteed by us and proceeds from the NMNLC Credit Facility II are able to be used for funding of additional acquisition properties.
−Removed: As of June 30, 2021, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II is $10.0 million.
−Removed: The NMNLC Credit Facility II bears interest at a rate of LIBOR plus 2.75% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the Credit Agreement).
−Removed: For the three and six months ended June 30, 2021, interest expense, non-usage fees and amortization of financing costs were each less than $50.0 thousand.
−Removed: As of June 30, 2021, the outstanding balance on the NMNLC Credit Facility II was $0 million and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility II on such date.
+Added: As of September 30, 2021, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II is $10.0 million.
+Added: The NMNLC Credit Facility II bears interest at a rate of LIBOR plus 2.75% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA).
+Added: For the three and nine months ended September 30, 2021, interest expense and non-usage fees were each less than $50.0 thousand and amortization of financing costs were $0.1 million and $0.1 million, respectively.
+Added: As of September 30, 2021, the outstanding balance on the NMNLC Credit Facility II was $5.8 million and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility II on such date.
Convertible Notes —On August 20, 2018, we closed a registered public offering of $100.0 million aggregate principal amount of unsecured convertible notes ( the "Convertible Notes"), pursuant to an indenture, dated August 20, 2018, as supplemented by a first supplemental indenture thereto, dated August 20, 2018 (together the “2018A Indenture”).
12 unchanged sentences
These covenants are subject to limitations and exceptions that are described in the 2018A Indenture.
−Removed: The following table summarizes certain key terms related to the convertible features of our Convertible Notes as of June 30, 2021:
+Added: The following table summarizes certain key terms related to the convertible features of our Convertible Notes as of September 30, 2021:
Convertible Notes
2 unchanged sentences
Initial conversion price $ 15.18
−Removed: Conversion premium at June 30, 2021 10.0 %
−Removed: Conversion rate at June 30, 2021(1)(2) 65.8762
−Removed: Conversion price at June 30, 2021(2)(3) $ 15.18
+Added: Conversion premium at September 30, 2021 10.0 %
+Added: Conversion rate at September 30, 2021(1)(2) 65.8762
+Added: Conversion price at September 30, 2021(2)(3) $ 15.18
Last conversion price calculation date August 20, 2021
1 unchanged sentence
(2) Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
−Removed: (3) The conversion price in effect at June 30, 2021 was calculated on the last anniversary of the issuance and will be calculated again on the next anniversary, unless the exercise price shall have changed by more than 1.0% before the anniversary.
+Added: (3) The conversion price in effect at September 30, 2021 was calculated on the last anniversary of the issuance and will be calculated again on the next anniversary, unless the exercise price shall have changed by more than 1.0% before the anniversary.
The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.34 per share per quarter and certain changes in control.
9 unchanged sentences
Earnings Per Share , the issuance is considered part of the if-converted method for calculation of diluted earnings per share.
−Removed: The following table summarizes the interest expense, amortization of financing costs and amortization of premium incurred on the Convertible Notes for the three and six months ended June 30, 2021 and June 30, 2020:
−Removed: Three Months Ended Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: The following table summarizes the interest expense, amortization of financing costs and amortization of premium incurred on the Convertible Notes for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: Three Months Ended Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest expense $ 2.9 $ 2.9 $ 8.7 $ 8.7
4 unchanged sentences
Average debt outstanding $ 201.3 $ 201.3 $ 201.3 $ 201.3
−Removed: (1) For the three months ended June 30, 2020, the amortization of premium was less than $50.0 thousand.
−Removed: As of June 30, 2021 and December 31, 2020, the outstanding balance on the Convertible Notes was $201.2 million and $201.2 million, respectively, and NMFC was in compliance with the terms of the 2018A Indenture on such date.
+Added: (1) For the three months ended September 30, 2021 and the three months ended September 30, 2020, the amortization of premium was less than $50.0 thousand.
+Added: As of September 30, 2021 and December 31, 2020, the outstanding balance on the Convertible Notes was $201.2 million and $201.2 million, respectively, and NMFC was in compliance with the terms of the 2018A Indenture on such date.
Unsecured Notes
14 unchanged sentences
The 2019A Unsecured Notes bear interest at an annual rate of 5.494%, payable semi-annually on April 15 and October 15 of each year.
−Removed: The 2021A Unsecured Notes bear interest at an annual rate of 3.875%, payable semi-annually in arrears on January 29 and July 29 of each year, commencing on July 29, 2021.
+Added: The 2021A Unsecured Notes bear interest at an annual rate of 3.875%, payable semi-annually in arrears on January 29 and July 29 of each year, which commenced on July 29, 2021.
These interest rates are subject to increase in the event that:
14 unchanged sentences
and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles.
−Removed: The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three and six months ended June 30, 2021 and June 30, 2020:
−Removed: Three Months Ended Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: Three Months Ended Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest expense $ 5.9 $ 6.0 $ 18.4 $ 17.9
3 unchanged sentences
Average debt outstanding $ 511.5 $ 453.3 $ 518.3 $ 453.3
−Removed: As of June 30, 2021 and December 31, 2020, the outstanding balance on the Unsecured Notes was $511.5 million and $453.3 million, respectively, and we were in compliance with the terms of the NPA and the 2018B Indenture as of such dates, as applicable.
+Added: As of September 30, 2021 and December 31, 2020, the outstanding balance on the Unsecured Notes was $511.5 million and $453.3 million, respectively, and we were in compliance with the terms of the NPA and the 2018B Indenture as of such dates, as applicable.
SBA-guaranteed debentures —On August 1, 2014 and August 25, 2017, respectively, SBIC I and SBIC II received SBIC licenses from the SBA to operate as SBICs.
7 unchanged sentences
In June 2018, legislation amended the 1958 Act by increasing the individual leverage limit from $150.0 million to $175.0 million, subject to SBA approvals.
−Removed: As of June 30, 2021 and December 31, 2020, SBIC I had regulatory capital of $75.0 million and $75.0 million, respectively, and SBA-guaranteed debentures outstanding of $150.0 million and $150.0 million, respectively.
−Removed: As of June 30, 2021 and December 31, 2020, SBIC II had regulatory capital of $75.0 million and $75.0 million, respectively, and $150.0 million and $150.0 million, respectively, of SBA-guaranteed debentures outstanding.
+Added: As of September 30, 2021 and December 31, 2020, SBIC I had regulatory capital of $75.0 million and $75.0 million, respectively, and SBA-guaranteed debentures outstanding of $150.0 million and $150.0 million, respectively.
+Added: As of September 30, 2021 and December 31, 2020, SBIC II had regulatory capital of $75.0 million and $75.0 million, respectively, and $150.0 million and $150.0 million, respectively, of SBA-guaranteed debentures outstanding.
The SBA-guaranteed debentures incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures.
−Removed: The following table summarizes our SBA-guaranteed debentures as of June 30, 2021:
+Added: The following table summarizes our SBA-guaranteed debentures as of September 30, 2021:
(in millions)
19 unchanged sentences
Once pooled, which occurs in March and September each year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.
−Removed: The following table summarizes the interest expense and amortization of financing costs incurred on the SBA-guaranteed debentures for the three and six months ended June 30, 2021 and June 30, 2020:
−Removed: Three Months Ended Six Months Ended
−Removed: (in millions) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: The following table summarizes the interest expense and amortization of financing costs incurred on the SBA-guaranteed debentures for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: Three Months Ended Nine Months Ended
+Added: (in millions) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest expense $ 2.1 $ 2.1 $ 6.1 $ 6.0
3 unchanged sentences
Average debt outstanding $ 300.0 $ 300.0 $ 300.0 $ 281.1
−Removed: The SBIC program is designed to stimulate the flow of private investor capital into eligible smaller businesses, as defined by the SBA.
−Removed: Under SBA regulations, SBICs are subject to regulatory requirements, including making investments in SBA-eligible businesses, investing at least 25.0% of its investment capital in eligible smaller businesses, as defined under the 1958 Act, placing certain limitations on the financing terms of investments, regulating the types of financing, prohibiting investments in small businesses with certain characteristics or in certain industries and requiring capitalization thresholds that limit distributions to us.
+Added: The SBIC program is designed to stimulate the flow of private investor capital into eligible small businesses, as defined by the SBA.
+Added: Under SBA regulations, SBICs are subject to regulatory requirements, including making investments in SBA-eligible small businesses, investing at least 25.0% of its investment capital in eligible smaller enterprises (as defined under the 1958 Act), placing certain limitations on the financing terms of investments, regulating the types of financing, prohibiting investments in small businesses with certain characteristics or in certain industries and requiring capitalization thresholds that limit distributions to us.
SBICs are subject to an annual periodic examination by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations and an annual financial audit of its financial statements that are prepared on a basis of accounting other than GAAP (such as ASC 820) by an independent auditor.
−Removed: As of June 30, 2021 and December 31, 2020, SBIC I and SBIC II were in compliance with SBA regulatory requirements.
+Added: As of September 30, 2021 and December 31, 2020, SBIC I and SBIC II were in compliance with SBA regulatory requirements.
Off-Balance Sheet Arrangements
1 unchanged sentence
These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.
−Removed: As of June 30, 2021 and December 31, 2020, we had outstanding commitments to third parties to fund investments totaling $106.1 million and $73.1 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
+Added: As of September 30, 2021 and December 31, 2020, we had outstanding commitments to third parties to fund investments totaling $207.8 million and $73.1 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future.
−Removed: As of June 30, 2021 and December 31, 2020, we had commitment letters to purchase investments in an aggregate par amount of $33.5 million and $44.9 million, respectively.
−Removed: As of June 30, 2021 and December 31, 2020, we had not entered into any bridge financing commitments which could require funding in the future.
+Added: As of September 30, 2021 and December 31, 2020, we had commitment letters to purchase investments in an aggregate par amount of $116.8 million million and $44.9 million, respectively.
+Added: As of September 30, 2021 and December 31, 2020, we had not entered into any bridge financing commitments which could require funding in the future.
Contractual Obligations
−Removed: A summary of our significant contractual payment obligations as of June 30, 2021 is as follows:
+Added: A summary of our significant contractual payment obligations as of September 30, 2021 is as follows:
Contractual Obligations Payments Due by Period
7 unchanged sentences
NMFC Credit Facility(6) 150.0 — — 150.0 —
+Added: NMNLC Credit Facility II(7) 5.8 5.8 — — —
Total Contractual Obligations $ 1,829.6 $ 60.8 $ 457.7 $ 1,132.8 $ 178.3
−Removed: (1) Under the terms of the $730.0 million Holdings Credit Facility, all outstanding borrowings under that facility ($505.2 million as of June 30, 2021) must be repaid on or before April 20, 2026.
−Removed: As of June 30, 2021, there was approximately $224.8 million of possible capacity remaining under the Holdings Credit Facility.
+Added: (1) Under the terms of the $730.0 million Holdings Credit Facility, all outstanding borrowings under that facility ($493.3 million as of September 30, 2021) must be repaid on or before April 20, 2026.
+Added: As of September 30, 2021, there was approximately $236.7 million of possible capacity remaining under the Holdings Credit Facility.
(2) $55.0 million of the 2017A Unsecured Notes will mature on July 15, 2022 unless earlier repurchased, $90.0 million of the 2018A Unsecured Notes will mature on January 30, 2023 unless earlier repurchased, $50.0 million of the 2018B Unsecured Notes will mature on June 28, 2023 unless earlier repurchased, $116.5 million of the 2019A Unsecured Notes will mature on April 30, 2024 unless earlier repurchased and $200.0 million of the 2021A Unsecured Notes will mature on January 29, 2026 unless earlier repurchased.
(3) Our SBA-guaranteed debentures will begin to mature on March 1, 2025.
−Removed: (4) Under the terms of the $280.0 million DB Credit Facility, all outstanding borrowings under that facility ($223.5 million as of June 30, 2021) must be repaid on or before March 25, 2026.
−Removed: As of June 30, 2021, there was approximately $56.5 million of possible capacity remaining under the DB Credit Facility.
+Added: (4) Under the terms of the $280.0 million DB Credit Facility, all outstanding borrowings under that facility ($167.8 million as of September 30, 2021) must be repaid on or before March 25, 2026.
+Added: As of September 30, 2021, there was approximately $112.2 million of possible capacity remaining under the DB Credit Facility.
(5) The Convertible Notes will mature on August 15, 2023 unless earlier converted or repurchased at the holder's option or redeemed by us.
−Removed: (6) Under the terms of the $188.5 million NMFC Credit Facility, all outstanding borrowings under that facility ($98.0 million as of June 30, 2021) must be repaid on or before June 4, 2026.
−Removed: As of June 30, 2021, there was approximately $90.5 million of available capacity remaining under the NMFC Credit Facility.
+Added: (6) Under the terms of the $188.5 million NMFC Credit Facility, all outstanding borrowings under that facility ($150.0 million as of September 30, 2021) must be repaid on or before June 4, 2026.
+Added: As of September 30, 2021, there was approximately $38.5 million of available capacity remaining under the NMFC Credit Facility.
+Added: (7) Under the terms of the NMNLC Credit Facility II, all outstanding borrowings under that facility ($5.8 million as of September 30, 2021) must be repaid on or before February 25, 2022.
+Added: As of September 30, 2021, there was approximately $4.2 million of available capacity remaining under the NMNLC Credit Facility II.
We have entered into an investment management and advisory agreement (the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act.
2 unchanged sentences
We have also entered into the administration agreement, as amended and restated (the "Administration Agreement") with the Administrator.
−Removed: Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations.
+Added: Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to
+Added: conduct our respective day-to-day operations.
The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to stockholders and reports filed with the SEC.
2 unchanged sentences
Distributions and Dividends
−Removed: Distributions declared and paid to stockholders for the six months ended June 30, 2021 totaled approximately $58.1 million.
+Added: Distributions declared and paid to stockholders for the nine months ended September 30, 2021 totaled approximately $87.2 million.
The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our board of directors for the two most recent fiscal years and the current fiscal year to date:
1 unchanged sentence
December 31, 2021
+Added: Third Quarter July 29, 2021 September 16, 2021 September 30, 2021 $ 0.30
Second Quarter April 30, 2021 June 16, 2021 June 30, 2021 0.30
22 unchanged sentences
Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
−Removed: • We have entered into a fee waiver agreement (the "Fee Waiver Agreement") with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by us under the Investment Management Agreement beginning with the quarter ended March
−Removed: 31, 2021 through the quarter ending December 31, 2022.
+Added: • We have entered into a fee waiver agreement (the "Fee Waiver Agreement") with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by us under the Investment Management Agreement beginning with the quarter ended March 31, 2021 through the quarter ending December 31, 2022.
See Item 1— Financial Statements—Note 5.
7 unchanged sentences
The Administrator cannot recoup any expenses that the Administrator has previously waived.
−Removed: For the three and six months ended June 30, 2021 approximately $0.6 million and $1.4 million, respectively, of indirect administrative expenses were included in administrative expenses, of which approximately $0.0 million and $0.0 million, respectively, were waived by the Administrator.
−Removed: As of June 30, 2021, approximately $0.6 million of indirect administrative expenses were included in payable to affiliates.
−Removed: For the three and six months ended June 30, 2021, the reimbursement to the Administrator represented approximately 0.02% and 0.04%, respectively, of our gross assets.
+Added: For the three and nine months ended September 30, 2021 approximately $0.6 million and $2.0 million, respectively, of indirect administrative expenses were included in administrative expenses, of which approximately $0.0 million and $0.0 million, respectively, were waived by the Administrator.
+Added: As of September 30, 2021, approximately $0.7 million of indirect administrative expenses were included in payable to affiliates.
+Added: For the three and nine months ended September 30, 2021, the reimbursement to the Administrator represented approximately 0.02% and 0.06%, respectively, of our gross assets.
• We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance".
9 unchanged sentences
Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.
−Removed: On March 30, 2020, we entered into the Unsecured Management Company Revolver with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30.0 million maximum amount of revolver borrowings available and a maturity date of December 31, 2022.
−Removed: On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available
−Removed: thereunder from $30.0 million to $50.0 million.
+Added: On March 30, 2020, we entered into the Unsecured Management Company Revolver with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30.0 million maximum amount of revolver borrowings available and a
+Added: maturity date of December 31, 2022.
+Added: On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million.
Refer to Borrowings for discussion of the Unsecured Management Company Revolver.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.