94 unchanged sentences
seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.
−Removed: Internalization
−Removed: of Operating Structure
−Removed: and effective March 12, 2019 (the “Effective Date”), our Board of Directors approved internalizing our operating structure
−Removed: (the “Internalization”) and we began operating as an internally managed non-diversified closed-end management investment
−Removed: company that has elected to be regulated as a BDC under the 1940 Act.
−Removed: Our Board of Directors approved the Internalization in order to
−Removed: better align the interests of the Company’s stockholders with its management.
−Removed: As an internally managed BDC, the Company is managed
−Removed: by its employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders
−Removed: through robust disclosure regarding the Company’s compensation structure.
−Removed: Prior to the Effective Date, we were externally managed
−Removed: by our former investment adviser, GSV Asset Management, LLC (“GSV Asset Management”), pursuant to an investment advisory
−Removed: agreement (the “Investment Advisory Agreement”), and our former administrator, GSV Capital Service Company, LLC (“GSV
−Removed: Capital Service Company”), provided the administrative services necessary for our operations pursuant to an administration agreement
−Removed: (the “Administration Agreement”).
−Removed: In connection with our Internalization, the Investment Advisory Agreement and the Administration
−Removed: Agreement were terminated as of the Effective Date, in accordance with their respective terms.
−Removed: As a result, we no longer pay any fees
−Removed: or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing
−Removed: investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and
−Removed: restricted stock grants.
+Added: formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company.
+Added: Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals,
+Added: all of which are our employees.
+Added: date of inception was January 6, 2011, which is the date we commenced development stage activities.
+Added: We commenced operations as a BDC
+Added: upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.
+Added: and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.”
+Added: On and effective March 12, 2019, our Board of Directors approved our internalization
+Added: (the “Internalization”) and we began operating as an internally-managed non-diversified closed-end management investment company
+Added: that has elected to be regulated as a BDC under the 1940 Act.
+Added: Our Board of Directors approved the Internalization in order to better align
+Added: the interests of our stockholders with its management.
+Added: As an internally managed BDC, we are managed by our employees, rather than the
+Added: employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding
+Added: our compensation structure.
+Added: As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement
+Added: or administration agreement, and instead pay the operating costs associated with employing investment management professionals including,
+Added: without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
as otherwise disclosed herein, this Form 10-Q discusses our business and operations as an internally-managed BDC during the period covered
by this Form 10-Q.
−Removed: COVID-19 Developments
−Removed: two years after COVID-19 was recognized as a pandemic by the World Health Organization, its continued persistence in the United
−Removed: States and worldwide and the magnitude of the economic impact of the outbreak continue to create an uncertain environment in which we and our portfolio companies operate.
−Removed: have and continue to assess the impact of the COVID-19 pandemic on our portfolio companies.
−Removed: We cannot predict the full impact of the
−Removed: COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to
−Removed: mitigate strain to businesses and the economy, and the magnitude of the economic impact of the outbreak, including with respect to the
−Removed: travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local,
−Removed: state, and federal governmental authorities, as well as non-U.S.
−Removed: governmental authorities.
−Removed: As such, we are unable to predict the duration
−Removed: of any business and supply chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our portfolio companies’
−Removed: operating results or the impact that such disruptions may have on our results of operations and financial condition.
−Removed: Our portfolio companies
−Removed: and, by extension, our operating results may be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent
−Removed: of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and may
−Removed: possibly default on their financial obligations to us and their other capital providers.
−Removed: Any of these developments would likely result
−Removed: in a decrease in the value of our investment in any such portfolio company.
−Removed: In addition, to the extent that the impact to our portfolio
−Removed: companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment
−Removed: income, which would increase the percentage of our cash flows dedicated to our debt obligations and could impact the amount of any future
−Removed: distributions to our stockholders.
−Removed: response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, pursuant to which our employees primarily
−Removed: worked remotely without disruption to our operations.
−Removed: This policy was amended in February 2022 when it was deemed safe to return to our
−Removed: As of November 8, 2022, there is no indication of a reportable subsequent event related to COVID-19 impacting the Company’s
−Removed: financial statements for the quarter ended September 30, 2022.
−Removed: The Company continues to observe and respond to the evolving COVID-19
−Removed: environment and its potential impact on areas across its business.
and Investment Activity
−Removed: Months Ended September 30, 2022
−Removed: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as
−Removed: changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing
−Removed: The fair value, as of September 30, 2022, of all of our portfolio investments , excluding U.S.
+Added: Months Ended March 31, 2023
+Added: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
+Added: in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
+Added: The fair value, as of March 31, 2023, of all of our portfolio investments, excluding U.S.
Treasury bills, was $165,088,040.
−Removed: $157,747,892.
−Removed: the nine months ended September 30, 2022, we funded investments in an aggregate amount of $13,415,076 (not including capitalized transaction
−Removed: costs) as shown in the following table:
−Removed: Shogun Enterprises, Inc.
−Removed: Convertible Note 0.5%, Due 4/18/2024
−Removed: EDGE Markets, Inc.
−Removed: Preferred Shares, Series Seed
−Removed: Preferred Shares, Series C
−Removed: Xgroup Holdings Limited (d/b/a Xpoint)
−Removed: Convertible Note 6%, Due 8/17/2023
+Added: the three months ended March 31, 2023, we funded investments in an aggregate amount of $3,330,000 (not including capitalized transaction
+Added: costs or investments in short-term U.S.
+Added: Treasury investments) as shown in the following table:
+Added: Portfolio Company
+Added: Transaction Date
+Added: Gross Payments
Orchard Technologies, Inc.
−Removed: Simple Agreement for Future Equity (SAFE)
−Removed: Forge Global, Inc.
−Removed: Common Shares
−Removed: On and effective August 5, 2022, SuRo Capital Corp.
−Removed: Forge Global, Inc.
−Removed: of its intent to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc.
−Removed: shares of Forge Global Inc.’s public common stock, pursuant to the net exercise formula in the warrant agreement.
−Removed: was effectuated on September 30, 2022.
−Removed: the nine months ended September 30, 2022, we capitalized fees of $26,206.
−Removed: the nine months ended September 30, 2022, we exited or received proceeds from investments in the amount of $7,776,744, net of transaction
−Removed: costs, and realized a net gain/(loss) on investments of $(4,011,047) (including adjustments to amounts held in escrow receivable) as
+Added: Preferred shares, Series 1
+Added: True Global Ventures 4 Plus Pte Ltd (2)
+Added: Limited Partner Fund Investment
+Added: January 13, 2023, SuRo Capital Corp.
+Added: invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing
+Added: As part of the transaction, SuRo Capital Corp.
+Added: exchanged a portion of its existing Series D Preferred shares investment for Series
+Added: 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.
+Added: Additionally, SuRo Capital Corp.’s previous investment
+Added: in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.
+Added: (2) The previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.
+Added: the three months ended March 31, 2023, we capitalized fees of $3,698.
+Added: the three months ended March 31, 2023, we exited or received proceeds from investments in the amount of $4,190,159, net of transaction
+Added: costs, and realized a net gain on investments of $189,343 (including adjustments to amounts held in escrow receivable) as
shown in following table:
−Removed: Net Share Price (1)
+Added: Share Price (1)
Gain/(Loss) (2)
−Removed: NewLake Capital Partners, Inc.
+Added: the Runway, Inc.
+Added: Capital Partners, Inc.
(f/k/a GreenAcreage Real Estate Corp.) (5)
−Removed: Rover Group, Inc.
−Removed: Rent the Runway, Inc.
−Removed: Residential Homes for Rent,
−Removed: LLC (d/b/a Second Avenue) (6)
+Added: Homes for Rent, LLC (d/b/a Second Avenue) (6)
True Global Ventures 4 Plus Pte Ltd (7)
−Removed: Palantir Lending Trust SPV I (8)
−Removed: Enjoy Technology, Inc.
−Removed: $ (3,999,964 )
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
+Added: average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
gain/(loss) does not include adjustments to amounts held in escrow receivable.
−Removed: (3) As of September 30, 2022, SuRo Capital Corp.
−Removed: held 232,133 remaining NewLake Capital Partners, Inc.
−Removed: public common
−Removed: (4) As of September 30, 2022, SuRo Capital Corp.
−Removed: held 106,854 remaining Rover Group, Inc.
+Added: of January 4, 2023, SuRo Capital had sold its remaining Rent the Runway, Inc.
public common shares.
−Removed: (5) As of September 30, 2022, SuRo Capital Corp.
−Removed: held 229,191 remaining Rent the Runway, Inc.
+Added: of March 8, 2023, SuRo Capital had sold its remaining Kahoot!
+Added: ASA public common shares.
+Added: of March 31, 2023, SuRo Capital held 105,820 remaining NewLake Capital Partners, Inc.
public common shares.
−Removed: the nine months ended September 30, 2022, approximately $0.9 million has been received from
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December
−Removed: Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
−Removed: (7) On May 31, 2022, SuRo Capital Corp.
−Removed: received an $874,470 cash distribution from True Global Ventures 4 Plus Pte Ltd.
−Removed: SuRo Capital Corp.
−Removed: expects to receive three additional distributions from True Global Ventures 4 Plus of varying amounts.
−Removed: (8) On July 14, 2022, a final payment was received for the remaining 512,290 Class A common shares of Palantir Technologies,
−Removed: that comprised the beneficial equity interest in underlying shares.
−Removed: The realized gain from SuRo Capital Corp.’s investment
−Removed: in Palantir Lending Trust SPV I is generated by the proceeds from the sale of shares collateralizing the repaid promissory note to Palantir
−Removed: Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.
−Removed: (9) As of August 12, 2022, SuRo Capital Corp.
−Removed: had sold all its public common shares of Enjoy Technology, Inc.
−Removed: the nine months ended September 30, 2022, we did not write-off any investments and our OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) Series B
−Removed: preferred warrants with a strike price of $2.31 expired on May 29, 2022.
−Removed: Months Ended September 30, 2021
−Removed: the nine months ended September 30, 2021, we funded investments in an aggregate amount of $70,668,175 (not including capitalized transaction
−Removed: costs) as shown in the following table:
−Removed: NewLake Capital Partners, Inc.
+Added: the three months ended March 31, 2023, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second
+Added: Avenue) related to the 15% term loan due December 23, 2023.
+Added: Of the proceeds received, approximately $0.3 million repaid a portion
+Added: of the outstanding principal and the remaining was attributed to interest.
+Added: The previously
+Added: unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.
+Added: the three months ended March 31, 2023, we did not write-off any investments.
+Added: Months Ended March 31, 2022
+Added: the three months ended March 31, 2022, we did not fund any new investments.
+Added: the three months ended March 31, 2022, we capitalized fees of $0.
+Added: the three months ended March 31, 2022, we exited or received proceeds from investments in an amount of $1,287,722, net of transaction
+Added: costs, and realized a net gain on investments of $3,096,275 (including adjustments to amounts held in escrow receivable) as shown in
+Added: following table:
+Added: Share Price (1)
+Added: Capital Partners, Inc.
(f/k/a GreenAcreage Real Estate Corp.)
−Removed: Common Shares
−Removed: Churchill Sponsor VI LLC (1)
−Removed: Common Share Units & Warrant Units
−Removed: Churchill Sponsor VII LLC (2)
−Removed: Common Share Units & Warrant Units
−Removed: Shogun Enterprises, Inc.
−Removed: Preferred Shares, Series B-1 & Series
−Removed: Commercial Streaming Solutions Inc.
−Removed: Simple Agreement for Future Equity (“SAFE”)
−Removed: Churchill Capital Corp.
−Removed: Common Shares, Class A
−Removed: Common Shares & Investec Preferred Shares
−Removed: Blink Health, Inc.
−Removed: Preferred Shares, Series C
−Removed: Colombier Sponsor LLC (5)
−Removed: Class B Units & Class W Units
−Removed: AltC Sponsor LLC (6)
−Removed: Preferred Shares
−Removed: Orchard Technologies, Inc.
−Removed: Preferred Shares, Series D
−Removed: Varo Money, Inc.
−Removed: Common Shares
−Removed: YouBet Technology, Inc.
−Removed: (d/b/a PickUp)
−Removed: Preferred Shares, Series Seed-2
−Removed: True Global Ventures 4 Plus
−Removed: Limited Partner Fund Investment
−Removed: Architect Capital PayJoy SPV,
−Removed: Membership Interest in Lending SPV
−Removed: (1) Churchill
−Removed: Sponsor VI LLC is the sponsor of Churchill Capital Corp VI, a special purpose acquisition
−Removed: company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
−Removed: stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: Our investment in Churchill Sponsor VI LLC constituted a “remote-affiliate” transaction
−Removed: for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and
−Removed: President, has a non-controlling interest in the entity that controls Churchill Sponsor VI
−Removed: LLC, and is a non-controlling board member of Churchill Capital Corp VI.
−Removed: (2) Churchill
−Removed: Sponsor VII LLC is the sponsor of Churchill Capital Corp VII, a special purpose acquisition
−Removed: company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
−Removed: stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: Our investment in Churchill Sponsor VII LLC constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman,
−Removed: CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor
−Removed: VII LLC, and is a non-controlling board member of Churchill Capital Corp VII.
−Removed: (3) The Company’s initial investment in Shogun Enterprises, Inc.
−Removed: on February 26, 2021 constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until
−Removed: her departure on March 9, 2022, is a non-controlling member of the board of directors of Shogun Enterprises, Inc., and holds a minority
−Removed: equity interest in such portfolio company.
−Removed: June 11, 2021, Churchill Capital Corp.
−Removed: II, a special purpose acquisition company, executed
−Removed: a private investment in public equity transaction in order to acquire shares of Software
−Removed: Luxembourg Holding S.A.
−Removed: alongside the merger of Software Luxembourg Holding S.A.
−Removed: and Churchill
−Removed: Capital Corp.
−Removed: Following the merger, Software Luxembourg Holding S.A.
−Removed: changed its name
−Removed: to Skillsoft Corp.
−Removed: This investment constituted a “remote-affiliate” transaction
−Removed: for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and
−Removed: President, has a non-controlling interest in the entity that controls Churchill Sponsor II
−Removed: LLC, the sponsor of Churchill Capital Corp II, and is a non-controlling board member of Churchill
−Removed: Capital Corp II.
−Removed: (5) Colombier Sponsor LLC is the sponsor of Colombier Acquisition Corp., a
−Removed: special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
−Removed: reorganization or similar business combination with one or more businesses.
−Removed: Keri Findley, a former senior managing director of the Company
−Removed: until her depature on March 9, 2022, and Claire Councill, a former investment professional of the Company until her departure on April
−Removed: 15, 2022, are non-controlling members of the board of directors of Colombier Acquisition Corp., a special purpose acquisition company,
−Removed: which is sponsored by Colombier Sponsor LLC, one of the Company’s portfolio companies.
−Removed: Sponsor LLC is the sponsor of AltC Acquisition Corp., a special purpose acquisition company
−Removed: formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
−Removed: stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: The Company’s investment in AltC Sponsor LLC constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Mark D.
−Removed: Klein, the Company’s
−Removed: Chairman, Chief Executive Officer and President, has a non-controlling interest in one of
−Removed: the entities that controls AltC Sponsor LLC, and Allison Green, the Company’s Chief
−Removed: Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling
−Removed: member of the board of directors of AltC Acquisition Corp.
−Removed: of September 30, 2021, $0.7 million of a $2.0 million capital commitment to True Global Ventures
−Removed: 4 Plus Fund LP had been called and funded.
−Removed: (8) As of September 30, 2021, the total $10.0 million capital commitment representing
−Removed: SuRo Capital Corp.’s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded.
−Removed: Keri Findley, a former
−Removed: senior managing director of the Company until her departure on March 9, 2022, is a non-controlling member of the board of directors of
−Removed: the investment manager to Architect Capital PayJoy SPV, LLC, and holds a minority equity interest in such investment manager.
−Removed: the nine months ended September 30, 2021, we capitalized fees of $45,138.
−Removed: the nine months ended September 30, 2021, we exited investments in an amount of $199,643,261, net of transaction costs, and realized
−Removed: a net gain on investments of $172,306,990 (including adjustments to amounts held in escrow receivable) as shown in following table:
−Removed: Portfolio Company
−Removed: Transaction Date
−Removed: Average Net Share Price (1)
−Removed: Realized Gain (2)
−Removed: Palantir Technologies, Inc.
−Removed: Palantir Lending Trust SPV I (4)
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) (5)
−Removed: SP Holdings Group, Inc.
−Removed: Coursera, Inc.
−Removed: (d/b/a CorpU) (7)
−Removed: $ 199,643,261
−Removed: $ 171,733,222
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
−Removed: (2) Realized gain does not include adjustments to amounts held in escrow receivable.
−Removed: of March 4, 2021, all remaining shares of Palantir Technologies, Inc.
−Removed: held by us had been
−Removed: Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000
−Removed: Class A common shares of Palantir Technologies, Inc.
−Removed: to which SuRo Capital Corp.
−Removed: a beneficial equity upside interest.
−Removed: As of September 30, 2021, 512,290 Class A common shares
−Removed: remain in Palantir Lending Trust SPV I, none of which are subject to lock-up restrictions.
−Removed: The realized gain from SuRo Capital Corp.’s investment in Palantir Lending Trust SPV
−Removed: I is generated by the proceeds from the sale of a portion of the shares collateralizing the
−Removed: promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation
−Removed: in Underlying Collateral.
−Removed: the nine months ended September 30, 2021, approximately $1.1 million has been received from
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December
−Removed: Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding
−Removed: principal and approximately $0.3 million was attributed to interest.
−Removed: of September 30, 2021, none of SuRo Capital Corp.’s common shares in Coursera, Inc.
−Removed: were subject to lock-up restrictions.
−Removed: of September 30, 2021, net proceeds includes approximately $0.3 million in additional proceeds
−Removed: currently held in escrow.
−Removed: September 3, 2021, Clever, Inc.
−Removed: completed its sale to Kahoot!
−Removed: In connection with this
−Removed: transaction, SuRo Capital Corp.
−Removed: received 61,367 common shares in Kahoot!
−Removed: ASA in addition
−Removed: to cash proceeds and amounts currently held in escrow.
−Removed: SuRo Capital Corp.
−Removed: is also eligible
−Removed: to receive cash and Kahoot!
−Removed: ASA common shares subject to certain earn-out provisions and
−Removed: contingencies.
−Removed: As of September 30, 2021, SuRo Capital Corp.’s common shares in Kahoot!
−Removed: ASA were subject to certain lock-up restrictions.
−Removed: Net proceeds includes approximately $0.7
−Removed: million in additional proceeds currently held in escrow.
−Removed: the nine months ended September 30, 2021, we realized a net investment loss of $0.1 million due to the expiration of our OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) Series A-3 preferred warrants with a strike price of $1.33 on April 4, 2021, and the expiration of unexercised
−Removed: options of our OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) Series A-4 preferred warrants with a strike price of $1.33 on July 18, 2021.
+Added: Homes for Rent, LLC (d/b/a Second Avenue) (3)
+Added: average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
+Added: gain does not include adjustments to amounts held in escrow receivable.
+Added: the three months ended March 31, 2022, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second
+Added: Avenue) related to the 15% term loan due December 23, 2023.
+Added: Of the proceeds received, approximately $0.2 million repaid a portion
+Added: of the outstanding principal and the remaining was attributed to interest.
+Added: the three months ended March 31, 2022, we did not write-off any investments.
of Operations
−Removed: of the three and nine months ended September 30, 2022 and 2021
−Removed: results for the three and nine months ended September 30, 2022 and 2021 are as follows:
−Removed: Months Ended September 30,
−Removed: Months Ended September 30,
−Removed: Total Investment
−Removed: Interest income
−Removed: Dividend income
−Removed: Total Operating Expenses
−Removed: Compensation expense
−Removed: Directors’ fees
−Removed: Professional fees
−Removed: Interest expense
−Removed: Other expenses
−Removed: Net Investment Loss
−Removed: $ (3,809,233 )
−Removed: $ (2,223,478 )
−Removed: $ (11,844,826 )
−Removed: $ (7,100,796 )
−Removed: Net realized gain/(loss) on investments
−Removed: Net change in unrealized appreciation/(depreciation)
−Removed: of investments
−Removed: (36,951,920 )
−Removed: (15,023,778 )
−Removed: (103,929,610 )
−Removed: Net Increase/(Decrease)
−Removed: in Net Assets Resulting from Operations
−Removed: $ (45,902,250 )
+Added: of the Three Months Ended March 31, 2023 and 2022
+Added: results for the three months ended March 31, 2023 and 2022 are as follows:
+Added: Months Ended March 31,
+Added: Investment Income
+Added: Operating Expenses
+Added: Investment Loss
$ (4,221,765 )
$ (4,224,705 )
−Removed: Investment income decreased to $519,511 for the three months ended September
−Removed: 30, 2022 from $523,916 for the three months ended September 30, 2021.
−Removed: The net decrease between periods was due to decreases in interest
−Removed: income from Residential Homes for Rent, LLC (d/b/a Second Avenue), Enjoy Technologies, Inc., Neutron Holdings, Inc.
−Removed: (d/b/a/ Lime), and
−Removed: interest on idle cash, as well as a decrease in dividend income from NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.)
−Removed: and Treehouse Real Estate Investment Trust, Inc.
−Removed: The decreases were offset by an increase in interest income from Architect Capital PayJoy
−Removed: SPV, LLC and Xgroup Holdings Limited (d/b/a Xpoint) during the three months ended September 30, 2022, relative to the three months ended
−Removed: September 30, 2021.
−Removed: income increased to $1,993,242 for the nine months ended September 30, 2022 from $1,090,088 for the nine months ended September 30, 2021.
−Removed: The net increase between periods was due to an increase in interest income from Architect Capital PayJoy SPV, LLC and Shogun Enterprises,
−Removed: The increase was offset by a decrease in interest income from Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron
−Removed: Holdings, Inc.
−Removed: (d/b/a/ Lime), plus a decrease in dividend income from NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate
−Removed: Corp.) and Treehouse Real Estate Investment Trust, Inc.
−Removed: during the nine months ended September 30, 2022, relative to the nine months
−Removed: ended September 30, 2021.
−Removed: operating expenses increased to $4,328,744 for the three months ended September 30, 2022 from $2,747,394 for the three months ended
−Removed: September 30, 2021.
−Removed: The increase in operating expense was primarily due to an increase in interest expense, smaller increases in
−Removed: compensation expense, tax expense, and other expenses during the three months ended September 30, 2022, relative to the three months ended September 30,
−Removed: Total operating expenses increased to $13,838,068 for the nine months ended
−Removed: September 30, 2022 from $8,190,884 for the nine months ended September 30, 2021.
−Removed: The increase in operating expense was primarily due to
−Removed: an increase in interest expense, professional fees, and compensation expense during the nine months ended September 30, 2022, relative
−Removed: to the nine months ended September 30, 2021.
+Added: realized gain/(loss) on investments
+Added: change in unrealized appreciation/(depreciation) of investments
+Added: Change in Net Assets Resulting from Operations
+Added: income increased to $1,299,082 for the three months ended March 31, 2023 from $583,100 for the three months ended March 31, 2022.
+Added: net increase between periods was due to the addition of interest income from U.S.
+Added: Treasury Bills, Xgroup Holdings Limited (d/b/a
+Added: Xpoint), and Shogun Enterprises, Inc.
+Added: (d/b/a Hearth).
+Added: The increase was offset by a decrease in interest income from Architect
+Added: Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings, Inc.
+Added: (d/b/a/ Lime), plus a
+Added: decrease in dividend income from NewLake Capital Partners, Inc.
+Added: (f/k/a GreenAcreage Real Estate Corp.) and a cessation in dividend
+Added: income from Treehouse Real Estate Investment Trust, Inc.
+Added: during the three months ended March 31, 2023, relative to the three months
+Added: ended March 31, 2022.
+Added: operating expenses increased to $5,520,847 for the three months ended March 31, 2023 from $4,807,805 for the three months ended
+Added: March 31, 2022.
+Added: The increase in operating expense was primarily due to an increase in compensation expense associated with an
+Added: increased headcount and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by a decrease in
+Added: professional fees during the three months ended March 31, 2023, relative to
+Added: the three months ended March 31, 2022.
Investment Loss
−Removed: the three months ended September 30, 2022, we recognized a net investment loss of $3,809,233, compared to a net investment loss of $2,223,478
−Removed: for the three months ended September 30, 2021.
−Removed: The change between periods resulted from the increase in operating expenses and a decrease
−Removed: in total investment income between periods during the three months ended September 30, 2022, relative to the three months ended September
−Removed: the nine months ended September 30, 2022, we recognized a net investment loss of $11,844,826, compared to a net investment loss of $7,100,796
−Removed: for the nine months ended September 30, 2021.
−Removed: The change between periods resulted from the increase in operating expenses offset by an
−Removed: increase in total investment income between periods during the nine months ended September 30, 2022, relative to the nine months ended
−Removed: September 30, 2021.
+Added: For the three months ended
+Added: March 31, 2023, we recognized a net investment loss of $4,221,765, compared to a net investment loss of $4,224,705 for the three months
+Added: ended March 31, 2022.
+Added: The change between periods resulted from an increase in operating expenses, offset by an increase in total investment
+Added: income between periods during the three months ended March 31, 2023, relative to the three months ended March 31, 2022.
Realized Gain on Investments
−Removed: the three months ended September 30, 2022, we recognized a net realized loss on our investments of $5,141,097, compared to a net realized
−Removed: gain of $32,495,660 for the three months ended September 30, 2021.
−Removed: the nine months ended September 30, 2022, we recognized a net realized loss on our investments of $4,011,047, compared to a net realized
−Removed: gain of $172,306,990 for the nine months ended September 30, 2021.
−Removed: The components of our net realized gains on portfolio investments
−Removed: for the nine months ended September 30, 2022 and 2021, excluding U.S.
−Removed: Treasury investments and fluctuations in escrow receivables estimates,
−Removed: are reflected in the tables above, under “—Portfolio and Investment Activity.”
+Added: the three months ended March 31, 2023, we recognized a net realized gain on our investments of $189,343, compared to a net realized
+Added: gain of $3,096,275 for the three months ended March 31, 2022.
+Added: The components of our net realized gains on portfolio investments for the
+Added: three months ended March 31, 2023 and 2022, excluding U.S.
+Added: Treasury investments and fluctuations in escrow receivables estimates, are
+Added: reflected in the tables above, under “—Portfolio and Investment Activity.”
Change in Unrealized Appreciation/(Depreciation) of Investments
−Removed: the three months ended September 30, 2022 and 2021, we had a net change in unrealized appreciation/(depreciation) of $(36,951,920) and
−Removed: $(15,023,778), respectively.
−Removed: The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)
−Removed: of our investment portfolio for the three months ended September 30, 2022 and 2021.
−Removed: Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2022
−Removed: Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2021
−Removed: Enjoy Technology,
−Removed: Course Hero, Inc.
−Removed: NewLake Capital Partners,
+Added: the three months ended March 31, 2023, we had a net change in unrealized appreciation/(depreciation) of $8,648,931.
+Added: For the three months
+Added: ended March 31, 2022, we had a net change in unrealized appreciation/(depreciation) of $21,584,885.
+Added: The following tables summarize, by
+Added: portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months
+Added: ended March 31, 2023 and 2022.
+Added: Appreciation/
+Added: (Depreciation) For the
+Added: Three Months Ended
+Added: Appreciation/
+Added: (Depreciation) For the
+Added: Three Months Ended
+Added: Global Ventures 4 Plus Fund Pte Ltd
+Added: Partners, Inc.
+Added: Capital Partners, Inc.
(f/k/a GreenAcreage Real Estate Corp.) (1)
−Removed: Forge Global, Inc.
−Removed: StormWind, LLC
−Removed: Rover Group, Inc.
−Removed: Skillsoft Corp.
−Removed: StormWind, LLC
−Removed: Skillsoft Corp.
−Removed: Course Hero, Inc.
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage
−Removed: Real Estate Corp.)
−Removed: Shogun Enterprises, Inc.
−Removed: Nextdoor, Inc.
−Removed: Varo Money, Inc.
−Removed: Tynker (f/k/a Neuron Fuel, Inc.)
−Removed: Aspiration Partners, Inc.
−Removed: Forge Global Holdings, Inc.
−Removed: (17,782,022 )
−Removed: Enjoy Technology, Inc.
−Removed: Ozy Media, Inc.
−Removed: (27,203,344 )
−Removed: Coursera, Inc.
−Removed: (35,382,037 )
−Removed: $ (36,951,920 )
−Removed: $ (15,023,778 )
−Removed: change in unrealized appreciation/(depreciation) reflected for these investments resulted
−Removed: in full or in part from the full or partial exit of the investment, which resulted in the
−Removed: reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
−Removed: represents investments, including U.S.
−Removed: Treasury bills, for which individual changes in unrealized appreciation/(depreciation)
−Removed: was less than $1.0 million for the three months ended September 30, 2022 and 2021.
−Removed: the nine months ended September 30, 2022 and 2021, we had a net change in unrealized appreciation/(depreciation) of $(103,929,610) and
−Removed: $(8,598,363), respectively.
−Removed: The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)
−Removed: of our investment portfolio for the nine months ended September 30, 2022 and 2021.
−Removed: Change in Unrealized Appreciation/(Depreciation) For the Nine Months Ended September 30, 2022
−Removed: Change in Unrealized Appreciation/(Depreciation) For the Nine Months Ended September 30, 2021
−Removed: True Global Ventures
−Removed: 4 Plus Fund Pte Ltd (1)
−Removed: Course Hero, Inc.
−Removed: Forge Global, Inc.
−Removed: StormWind, LLC
−Removed: Aspiration Partners, Inc.
−Removed: Blink Health, Inc.
−Removed: Rover Group, Inc.
−Removed: NewLake Capital Partners, Inc.
−Removed: GreenAcreage Real Estate Corp.) (1)
−Removed: StormWind, LLC
−Removed: Neutron Holdings, Inc.
−Removed: (d/b/a/ Lime)
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage
−Removed: Real Estate Corp.)
−Removed: Shogun Enterprises, Inc.
−Removed: (d/b/a CorpU) (1)
−Removed: Aspiration Partners, Inc.
−Removed: Nextdoor, Inc.
−Removed: Rover Group, Inc.
−Removed: Coursera, Inc.
−Removed: Varo Money, Inc.
−Removed: Skillsoft Corp.
−Removed: Enjoy Technology, Inc.
−Removed: Skillsoft Corp.
−Removed: Tynker (f/k/a Neuron Fuel, Inc.)
−Removed: Nextdoor Holdings, Inc.
−Removed: Palantir Lending Trust SPV I
−Removed: Forge Global Holdings, Inc.
−Removed: (17,541,727 )
−Removed: Ozy Media, Inc.
−Removed: (10,098,381 )
−Removed: Course Hero, Inc.
−Removed: (31,124,041 )
−Removed: Palantir Technologies, Inc.
−Removed: (81,760,272 )
−Removed: $ (103,929,610 )
+Added: Technologies, Inc.
(11,030,543 )
−Removed: change in unrealized appreciation/(depreciation) reflected for these investments resulted
−Removed: in full or in part from the full or partial exit of the investment, which resulted in the
−Removed: reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
−Removed: represents investments, including U.S.
−Removed: Treasury bills, for which individual changes in unrealized appreciation/(depreciation)
−Removed: was less than $1.0 million for the nine months ended September 30, 2022 and 2021.
−Removed: refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of September 30, 2022 for
−Removed: details regarding activity in our investment portfolio from October 1, 2022 through November 8, 2022.
+Added: change in unrealized appreciation/(depreciation) reflected for these investments resulted in full or in part from the full or partial
+Added: exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
+Added: represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million.
+Added: refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of March 31, 2023 for details
+Added: regarding activity in our investment portfolio from April 1, 2023 through May 9, 2023.
are frequently in negotiations with various private companies with respect to investments in such companies.
6 unchanged sentences
the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
−Removed: On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October
−Removed: 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s common stock.
−Removed: See “Note 5- Common Stock - Share
−Removed: Repurchase Program” for more information regarding the Company’s Share Repurchase Program.
−Removed: Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the
−Removed: Subsequent to September 30, 2022, the global outbreak of the COVID-19 pandemic, and the related effect on the U.S.
−Removed: global economies, may have adverse consequences for the business operations of some of the Company’s portfolio companies and, as
−Removed: a result, may have adverse effects on the Company’s operations.
−Removed: The ultimate economic fallout from the pandemic, and the long-term
−Removed: impact on economies, markets, industries and individual issuers, remain uncertain.
−Removed: The operational and financial performance of the issuers
−Removed: of securities in which the Company invests depends on future developments, including the duration and spread of the crisis, and such
−Removed: uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s
−Removed: of November 8, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the
−Removed: nine months ended September 30, 2022.
−Removed: The Company continues to observe and respond to the evolving COVID-19 environment and its potential
−Removed: impact on areas across its business.
−Removed: Custody Agreements
−Removed: October 28, 2022, the Company and U.S.
−Removed: Bank Trust Company, National Association (the “Securities Custodian”) entered into
−Removed: a custody agreement (the “Securities Custody Agreement”), pursuant to which the Securities Custodian was appointed to serve
−Removed: as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company.
−Removed: Either party may terminate
−Removed: the Securities Custody Agreement at any time upon sixty (60) days’ prior written notice.
−Removed: Also on October 28, 2022, the Company
−Removed: Bank, National Association (in such capacity, the “Document Custodian”) entered into a custody agreement (the “Document
−Removed: Custody Agreement”), pursuant to which the Document Custodian was appointed to serve as the Company’s custodian to hold certain
−Removed: documents on behalf of the Company.
−Removed: Either party may terminate the Document Custody Agreement at any time upon sixty (60) days’
−Removed: prior written notice.
−Removed: conjunction with the Company’s entry into the Securities Custody Agreement and Document Custody Agreement, the Company terminated
−Removed: its existing custody agreement with U.S.
−Removed: Bank, National Association (the “Prior Custody Agreement”), effective October 28,
−Removed: Other than ordinary course payments under the Prior Custody Agreement through the effective date of termination, no termination
−Removed: or other fees are payable in connection with the termination of the Prior Custody Agreement.
+Added: Dutch Auction Tender Offer
+Added: March 17, 2023, the Company’s Board approved a tender offer, which commenced on March 21, 2023, to purchase up to 3,000,000 shares
+Added: of its common stock at a price per share not less than $3.00 and not greater than $4.50 in $0.10 increments, using available cash, expiring
+Added: on April 17, 2023.
+Added: Pursuant to the terms of the tender offer, the Company repurchased 3,000,000 shares, representing 10.6% of its outstanding
+Added: shares, on or about April 21, 2023 at a price of $4.50 per share.
+Added: The Company used available cash to fund the purchase of its shares
+Added: of common stock in the tender offer and to pay for all related fees and expenses.
+Added: Custody Agreement
+Added: On April 19, 2023, the Company and Western Alliance Trust Company, National
+Added: Association (the “Custodian”) entered into a custody agreement (the “Custody Agreement”), pursuant to which the
+Added: Custodian was appointed to serve as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company.
+Added: Either party may terminate the Custody Agreement at any time upon sixty (60) days’ prior written notice.
and Capital Resources
−Removed: liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings
−Removed: of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed
−Removed: below under “At-the-Market Offering”.
−Removed: In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount
−Removed: of 4.75% Convertible Senior Notes due 2023, the outstanding principal amount of which we redeemed in full on March 29, 2021.
+Added: Our liquidity and capital resources are generated primarily from the sales
+Added: of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous
+Added: at-the-market offering of shares of our common stock as discussed below under “At-the-Market Offering”.
+Added: In addition, on December
17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding.
For additional
−Removed: information, see below and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as
−Removed: of September 30, 2022.
+Added: information, see below and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of
+Added: March 31, 2023.
primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.
−Removed: For the nine months
−Removed: ended September 30, 2022 and 2021, our operating expenses were $13,838,068 and $8,190,884, respectively.
−Removed: Cash Reserves
−Removed: and Liquid Securities
−Removed: $ 198,437,078
−Removed: Cash Equivalents
+Added: For the three months
+Added: ended March 31, 2023 and 2022, our operating expenses were $5,520,847 and $4,807,805, respectively.
+Added: Reserves and Liquid Securities
Treasury bills (1)
−Removed: Securities of publicly traded portfolio companies:
−Removed: Unrestricted securities (1)
+Added: of publicly traded portfolio companies:
+Added: securities (2)
to other sales restrictions (3)
−Removed: Securities of publicly
−Removed: traded portfolio companies
+Added: of publicly traded portfolio companies
Cash Reserves and Liquid Securities
1 unchanged sentence
$ 138,497,900
+Added: Consists of short-term U.S.
+Added: Treasury bills.
“Unrestricted
−Removed: securities” represents common stock of our publicly traded companies that are not subject
−Removed: to any restrictions upon sale.
−Removed: We may incur losses if we liquidate these positions to pay
−Removed: operating expenses or fund new investments.
−Removed: (2) Securities
−Removed: of publicly traded portfolio companies “subject to other sales restrictions”
−Removed: represents common stock and options of our publicly traded companies that are subject to
−Removed: certain lock-up restrictions.
−Removed: the nine months ended September 30, 2022, cash decreased to $39,652,608 from $198,437,078 at the beginning of the year.
−Removed: in cash was primarily due to the purchase of new investments including U.S.
−Removed: Treasury bills, the payment of our dividends, Modified
−Removed: Dutch Auction Tender Offer and share repurchases under the Share Repurchase Program,
−Removed: interest on the 6.00% Notes due 2026, and to pay our operating expenses offset by proceeds from the sale of public investments and
−Removed: other investment income received.
+Added: securities” represents common stock of our publicly traded portfolio companies that are not subject to any restrictions upon
+Added: We may incur losses.
+Added: of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our
+Added: publicly traded companies that are subject to certain lock-up restrictions.
+Added: the three months ended March 31, 2023, cash increased to $48,113,676 from $40,117,598 at the beginning of the year.
+Added: The increase in
+Added: cash was primarily due to the sale or exit of investments, including U.S.
+Added: Treasury bills and other investment income received,
+Added: offset by the purchase of new investments including U.S.
+Added: Treasury bills, interest on the 6.00% Notes due 2026, and to pay our
+Added: operating expenses.
we believe we have ample liquidity to support our near-term capital requirements.
−Removed: As the impact of the COVID-19 continues to unfold and
−Removed: consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain
−Removed: the appropriate liquidity position based upon the current circumstances.
−Removed: summary of our significant contractual payment obligations as of September 30, 2022 is as follows:
+Added: Consistent with past and current practices, we will
+Added: continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon
+Added: the current circumstances.
+Added: summary of our significant contractual payment obligations as of March 31, 2023 is as follows:
Due By Period (in millions)
−Removed: Operating lease liability
−Removed: balance shown for the “Notes” reflects the principal balance payable to investors
−Removed: for the 6.00% Notes due 2026 as of September 30, 2022.
−Removed: Refer to “Note 10—Debt
−Removed: Capital Activities” in our condensed consolidated financial statements as of September
−Removed: 30, 2022 for more information.
+Added: Notes due December 30, 2026 (1)
+Added: lease liability
+Added: the principal balance payable to investors for the 6.00% Notes due 2026 as of March 31, 2023.
+Added: Refer to “Note 10—Debt Capital
+Added: Activities” in our condensed consolidated financial statements as of March 31, 2023 for more information.
Repurchase Program
−Removed: the three and nine months ended September 30, 2022, the Company repurchased 0 and 1,008,676 shares, respectively, of the Company’s
−Removed: common stock under the Share Repurchase Program.
−Removed: During the three and nine months ended September 30, 2021, the Company did not repurchase
−Removed: any shares of common stock under the Share Repurchase Program.
−Removed: As of September 30, 2022, the dollar value of shares that remained available
−Removed: to be purchased by the Company under the Share Repurchase Program was approximately $16.4 million.
−Removed: the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions
−Removed: under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934,
−Removed: For more information on the Share Repurchase Program, see “Part II, Item 2.
−Removed: Unregistered Sales of Equity Securities
−Removed: and Use of Proceeds” and “Note 5—Common Stock” to our condensed consolidated financial statements as of September
−Removed: Dutch Auction Tender Offer
−Removed: On August 8, 2022, the Company commenced a modified “Dutch Auction”
−Removed: tender offer (the “Modified Dutch Auction Tender Offer”) to purchase up to 2,000,000 shares of its common stock from its stockholders,
−Removed: which expired on September 2, 2022.
−Removed: In accordance with the terms of the Modified Dutch Auction Tender Offer, the Company selected the
−Removed: lowest price per share of not less than $6.00 per share and not greater than $7.00 per share.
−Removed: to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 6.6% of its outstanding shares, on
−Removed: or about September 12, 2022 at a price of $6.60 per share.
−Removed: The Company used available cash to fund the purchases of its shares of common
−Removed: stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
+Added: the three months ended March 31, 2023, the Company did not repurchase any shares of the Company’s common stock under the Share
+Added: Repurchase Program.
+Added: During the three months ended March 31, 2022, the Company repurchased 153,517 shares of the Company’s common
+Added: stock under the Share Repurchase Program.
+Added: As of March 31, 2023, the dollar value of shares that remained available to be purchased by
+Added: the Company under the Share Repurchase Program was approximately $16.4 million.
+Added: On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until
+Added: the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s common stock.
+Added: Under the Share Repurchase Program, we may repurchase our outstanding common
+Added: stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable
+Added: provisions of the 1940 Act and the Exchange Act.
+Added: For more information on the Share Repurchase Program, see “Note 5—Common
+Added: Stock” to our condensed consolidated financial statements as of March 31, 2023.
Sheet Arrangements
−Removed: of September 30, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging
+Added: of March 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging
However, we may employ hedging and other risk management techniques in the future.
13 unchanged sentences
investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.
−Removed: the three and nine months ended September 30, 2022, the Company issued and sold 0 and 17,807 shares, respectively, under the ATM Program
−Removed: at a weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions
−Removed: to the Agents on Shares sold.
−Removed: As of September 30, 2022, up to approximately $98.8 million in aggregate amount of the Shares remain available
−Removed: for sale under the ATM Program.
−Removed: Refer to “Note 5—Common Stock” to our consolidated financial statements as of September
−Removed: 30, 2022 for more information regarding the ATM Program.
−Removed: Convertible Senior Notes due 2023
−Removed: March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bore interest at
−Removed: a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30,
−Removed: We received approximately $38.2 million in proceeds from the offering, net of underwriting discounts and commissions and other
−Removed: offering expenses.
−Removed: The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023, unless previously repurchased or
−Removed: converted in accordance with their terms.
−Removed: We did not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March
−Removed: March 29, 2021, the Company redeemed $0.3 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 at a redemption
−Removed: price equal to 100% of their principal amount ($1,000 per convertible note), plus accrued and unpaid interest thereon, which amounted
−Removed: to approximately $0.8 million.
−Removed: As a result of this redemption and prior conversions of the 4.75% Convertible Senior Notes due 2023 into
−Removed: shares of our common stock by the holders thereof, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of March
−Removed: the three and nine months ended September 30, 2021, the Company issued 0 and 4,097,808 shares, respectively, of its common stock and
−Removed: cash for fractional shares upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible
−Removed: Senior Notes due 2023.
−Removed: The Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid
−Removed: interest on March 29, 2021.
−Removed: During the year ended December 31, 2020, the Company issued 174,888 shares of its common stock and cash for
−Removed: fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.
−Removed: to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2022 for
−Removed: more information regarding the 4.75% Convertible Senior Notes due 2023.
+Added: During the three months ended March 31, 2023, the Company did not issue
+Added: or sell shares under the ATM program.
+Added: During the three months ended March 31, 2022, the Company issued and sold 17,807 Shares under the ATM Program at
+Added: weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to
+Added: the Agents on Shares sold.
+Added: As of March 31, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain
+Added: available for sale under the ATM Program.
+Added: to “Note 5—Common Stock” to our condensed consolidated financial statements as of March 31, 2023 for more
+Added: information regarding the ATM Program.
Notes due 2026
8 unchanged sentences
a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.
−Removed: to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2022 for
−Removed: more information regarding the 6.00% Notes due 2026.
+Added: to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of March 31, 2023 for more
+Added: information regarding the 6.00% Notes due 2026.
Distributions
2 unchanged sentences
The following table lists the distributions, including dividends and returns of capital, if any, per share
−Removed: that we have declared since our formation through September 30, 2022.
+Added: that we have declared since our formation through March 31, 2023.
The table is divided by fiscal year according to record date:
−Removed: Date Declared
−Removed: November 16, 2015
−Removed: December 31, 2015
−Removed: August 3, 2016 (2)
−Removed: August 16, 2016
−Removed: August 24, 2016
−Removed: November 5, 2019 (3)
−Removed: December 2, 2019
−Removed: December 12, 2019
−Removed: December 20, 2019 (4)
−Removed: December 31, 2019
−Removed: January 15, 2020
−Removed: July 29, 2020 (5)
−Removed: August 11, 2020
−Removed: August 25, 2020
−Removed: September 28, 2020 (6)
−Removed: October 5, 2020
−Removed: October 20, 2020
−Removed: October 28, 2020 (7)
−Removed: November 10, 2020
−Removed: November 30, 2020
−Removed: December 16, 2020 (8)
−Removed: December 30, 2020
−Removed: January 15, 2021
−Removed: January 26, 2021 (9)
−Removed: February 5, 2021
−Removed: February 19, 2021
−Removed: March 8, 2021 (10)
−Removed: March 30, 2021
−Removed: April 15, 2021
−Removed: May 4, 2021 (11)
−Removed: June 30, 2021
−Removed: August 3, 2021 (12)
−Removed: August 18, 2021
−Removed: September 30, 2021
−Removed: November 2, 2021 (13)
−Removed: November 17, 2021
−Removed: December 30, 2021
−Removed: December 20, 2021 (14)
−Removed: December 31, 2021
−Removed: January 14, 2022
−Removed: March 25, 2022
−Removed: April 15, 2022
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
+Added: 20, 2021 (14)
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
As a result of stockholder
−Removed: elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu
−Removed: of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $26,358,885.
+Added: elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding
+Added: shares prior to the distribution, as well as cash of $26,358,885.
The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $9.425 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015.
+Added: was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on December 28, 29 and 30, 2015.
None of the $2.76 per share distribution represented a return of capital.
−Removed: the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution
−Removed: from realized gains, and $66,487 represented a return of capital.
−Removed: of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from
−Removed: realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized
−Removed: None of the distribution represented a return of capital.
−Removed: of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized
−Removed: None of the distribution represented a return of capital.
−Removed: of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized
−Removed: None of the distribution represented a return of capital.
−Removed: of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from
−Removed: realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized
−Removed: None of the distribution represented a return of capital.
−Removed: of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from
−Removed: realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized
−Removed: None of the distribution represented a return of capital.
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
+Added: the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented
+Added: a return of capital.
+Added: of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
+Added: of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
As a result of stockholder
−Removed: elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu
−Removed: of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $29,987,589.
+Added: elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding
+Added: shares prior to the distribution, as well as cash of $29,987,589.
The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $13.07 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021.
+Added: was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on May 12, 13, and 14, 2021.
None of the $2.50 per share distribution represented a return of capital.
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
As a result of stockholder
−Removed: elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu
−Removed: of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $29,599,164.
+Added: elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding
+Added: shares prior to the distribution, as well as cash of $29,599,164.
The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $13.55 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021.
+Added: was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on August 11, 12, and 13, 2021.
None of the $2.25 per share distribution represented a return of capital.
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
As a result of stockholder
−Removed: elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu
−Removed: of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $28,494,812.
+Added: elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding
+Added: shares prior to the distribution, as well as cash of $28,494,812.
The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $13.39 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on November 11, 12, and 13,
+Added: was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on November 11, 12, and 13, 2021.
None of the $2.00 per share distribution represented a return of capital.
−Removed: of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from
−Removed: realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized
−Removed: None of the distribution represented a return of capital.
+Added: of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
intend to focus on making equity-based investments from which we will derive primarily capital gains.
22 unchanged sentences
long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.
−Removed: federal and state income taxes on
−Removed: any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.
−Removed: Rather, any tax liability
−Removed: related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial
+Added: federal and state income taxes
+Added: on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.
+Added: Rather, any tax
+Added: liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our
+Added: consolidated financial statements.
See “Note 2—Significant Accounting Policies— U.S.
−Removed: Federal and State Income Taxes ” and “Note
−Removed: 9—Income Taxes” to our condensed consolidated financial statements as of September 30, 2022 for more information.
−Removed: Subsidiaries included in our consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC.
−Removed: These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership
−Removed: of the portfolio companies.
−Removed: Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements.
+Added: Federal and State Income
+Added: Taxes ” and “Note 9—Income Taxes” to our condensed consolidated financial statements as of March 31, 2023
+Added: for more information.
+Added: The Taxable Subsidiaries included in our condensed consolidated financial statements are taxable subsidiaries,
+Added: regardless of whether we are taxed as a RIC.
+Added: These taxable subsidiaries are not consolidated for income tax purposes and may
+Added: generate income tax expenses as a result of their ownership of the portfolio companies.
+Added: Such income tax expenses and deferred taxes,
+Added: if any, will be reflected in our condensed consolidated financial statements.
Accounting Policies
8 unchanged sentences
Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.
−Removed: “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2022
−Removed: for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.
+Added: “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements as of March 31, 2023 for
+Added: further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.
Related-Party
−Removed: “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of September 30, 2022 for
−Removed: more information.
+Added: “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of March 31, 2023 for more
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.