UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period
Ended August 31, 2022
☐ Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 814-00732
SARATOGA INVESTMENT CORP.
(Exact
name of registrant as specified in its charter)
Maryland 20-8700615
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
535 Madison Avenue
New York , New York 10022
(Address of principal
executive offices)
(212) 906-7800
(Registrant’s telephone
number, including area code)
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SAR The
New York Stock Exchange
6.00% Notes due 2027 SAT The New York Stock Exchange
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☐
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of outstanding
common shares of the registrant as of October 4, 2022 was 11,900,212 .
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements
1
Consolidated Statements of Assets and Liabilities as of August 31, 2022 (unaudited) and February 28, 2022
1
Consolidated Statements of Operations for the three and six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited)
2
Consolidated Statements of Changes in Net Assets for three and six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited)
3
Consolidated Statements of Cash Flows for the six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited)
4
Consolidated Schedules of Investments as of August 31, 2022 (unaudited) and February 28, 202 2
5
Notes to Consolidated Financial Statements as of August 31, 2022 (unaudited)
19
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
86
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
125
Item 4.
Controls and Procedures
126
PART II. OTHER INFORMATION
127
Item 1.
Legal Proceedings
127
Item 1A.
Risk Factors
127
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
127
Item 3.
Defaults Upon Senior Securities
127
Item 4.
Mine Safety Disclosures
127
Item 5.
Other Information
127
Item 6.
Exhibits
128
Signatures
130
i
PART I. FINANCIAL INFORMATION
Item 1. Consolidated
Financial Statements
Saratoga Investment Corp.
Consolidated Statements
of Assets and Liabilities
(unaudited)
August 31,
2022
February 28,
2022
(unaudited)
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $ 776,527,328 and $ 654,965,044 , respectively)
$ 775,408,041
$ 668,358,516
Affiliate investments (amortized cost of $ 80,445,967 and $ 46,224,927 , respectively)
85,623,204
48,234,124
Control investments (amortized cost of $ 98,963,250 and $ 95,058,356 , respectively)
93,632,423
100,974,715
Total investments at fair value (amortized cost of $ 955,936,545 and $ 796,248,327 , respectively)
954,663,668
817,567,355
Cash and cash equivalents
3,068,165
47,257,801
Cash and cash equivalents, reserve accounts
9,579,226
5,612,541
Interest receivable (net of reserve of $ 1,181,633 and $ 0 , respectively)
5,019,691
5,093,561
Due from affiliate (See Note 7)
17,670
90,968
Management fee receivable
363,552
362,549
Other assets
255,445
254,980
Current Tax Receivable
64,638
-
Total assets
$ 973,032,055
$ 876,239,755
LIABILITIES
Revolving credit facility
$ 25,000,000
$ 12,500,000
Deferred debt financing costs, revolving credit facility
( 960,415 )
( 1,191,115 )
SBA debentures payable
233,660,000
185,000,000
Deferred debt financing costs, SBA debentures payable
( 5,259,305 )
( 4,344,983 )
7.25% Notes Payable 2025
-
43,125,000
Deferred debt financing costs, 7.25 % notes payable 2025
-
( 1,078,201 )
7.75% Notes Payable 2025
5,000,000
5,000,000
Deferred debt financing costs, 7.75 % notes payable 2025
( 156,726 )
( 184,375 )
4.375% Notes Payable 2026
175,000,000
175,000,000
Premium on 4.375 % notes payable 2026
979,272
1,086,013
Deferred debt financing costs, 4.375 % notes payable 2026
( 2,970,717 )
( 3,395,435 )
4.35% Notes Payable 2027
75,000,000
75,000,000
Discount on 4.35 % notes payable 2027
( 441,527 )
( 499,263 )
Deferred debt financing costs, 4.35 % notes payable 2027
( 1,549,296 )
( 1,722,908 )
6.25% Notes Payable 2027
15,000,000
15,000,000
Deferred debt financing costs, 6.25 % notes payable 2027
( 380,308 )
( 416,253 )
6.00% Notes Payable 2027
105,500,000
-
Discount on 6.00% notes payable 2027
( 174,486 )
-
Deferred debt financing costs, 6.00 % notes payable 2027
( 3,227,625 )
-
Base management and incentive fees payable
9,529,363
12,947,025
Deferred tax liability
1,710,315
1,249,015
Accounts payable and accrued expenses
1,188,574
799,058
Current income tax payable
-
2,820,036
Interest and debt fees payable
3,073,477
2,801,621
Directors fees payable
108,932
70,000
Due to manager
189,252
263,814
Excise tax payable
-
630,183
Total liabilities
635,818,780
520,459,232
Commitments and contingencies (See Note 9)
NET ASSETS
Common stock, par value $ 0.001 , 100,000,000 common shares authorized, 11,927,238 and 12,131,350 common shares issued and outstanding, respectively
11,927
12,131
Capital in excess of par value
322,832,986
328,062,246
Total distributable earnings (deficit)
14,368,362
27,706,146
Total net assets
337,213,275
355,780,523
Total liabilities and net assets
$ 973,032,055
$ 876,239,755
NET ASSET VALUE PER SHARE
$ 28.27
$ 29.33
See accompanying notes to
consolidated financial statements.
1
Saratoga Investment Corp.
Consolidated Statements
of Operations
(unaudited)
For the three months ended
For the six months ended
August 31,
2022
August 31,
2021
August 31,
2022
August 31,
2021
INVESTMENT INCOME
Interest from investments
Interest income:
Non-control/Non-affiliate investments
$ 16,197,470
$ 11,298,024
$ 30,048,616
$ 22,534,761
Affiliate investments
1,322,501
936,508
2,372,649
1,277,020
Control investments
1,513,666
2,059,101
3,059,796
3,914,086
Payment-in-kind interest income:
Non-control/Non-affiliate investments
85,746
710,329
171,427
887,095
Affiliate investments
29,167
-
29,167
-
Control investments
84,220
109,971
157,441
187,646
Total interest from investments
19,232,770
15,113,933
35,839,096
28,800,608
Interest from cash and cash equivalents
34,435
1,071
35,152
1,593
Management fee income
817,024
814,622
1,632,988
1,632,854
Dividend Income*
212,688
658,881
512,817
1,057,498
Structuring and advisory fee income
1,408,086
1,038,250
2,259,814
2,340,125
Other income*
147,843
814,926
252,111
1,424,995
Total investment income
21,852,846
18,441,683
40,531,978
35,257,673
OPERATING EXPENSES
Interest and debt financing expenses
7,922,025
5,184,184
14,793,538
9,525,096
Base management fees
4,104,105
3,002,097
7,906,168
5,761,005
Incentive management fees expense (benefit)
589,840
2,018,163
( 1,314,145 )
7,280,699
Professional fees
368,165
460,753
785,490
967,814
Administrator expenses
772,917
712,500
1,522,917
1,406,250
Insurance
90,226
86,318
177,536
172,636
Directors fees and expenses
110,000
100,500
220,000
192,500
General and administrative
299,445
453,225
966,861
943,876
Income tax expense (benefit)
( 101,891 )
30,682
( 200,623 )
58,601
Total operating expenses
14,154,832
12,048,422
24,857,742
26,308,477
NET INVESTMENT INCOME
7,698,014
6,393,261
15,674,236
8,949,196
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investments:
Non-control/Non-affiliate investments
7,943,838
1,641,462
8,106,347
3,551,605
Control investments
-
( 139,867 )
-
( 139,867 )
Net realized gain (loss) from investments
7,943,838
1,501,595
8,106,347
3,411,738
Income tax (provision) benefit from realized gain on investments
-
( 448,883 )
69,250
( 448,883 )
Net change in unrealized appreciation (depreciation) on investments:
Non-control/Non-affiliate investments
( 13,878,470 )
2,256,932
( 14,512,759 )
8,772,357
Affiliate investments
2,600,434
2,681,640
3,168,040
4,677,451
Control investments
( 1,980,420 )
( 1,562,033 )
( 11,247,186 )
6,739,309
Net change in unrealized appreciation (depreciation) on investments
( 13,258,456 )
3,376,539
( 22,591,905 )
20,189,117
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 230,154 )
( 1,328,711 )
( 592,105 )
( 1,558,855 )
Net realized and unrealized gain (loss) on investments
( 5,544,772 )
3,100,540
( 15,008,413 )
21,593,117
Realized losses on extinguishment of debt
( 1,204,809 )
( 1,552,140 )
( 1,204,809 )
( 1,552,140 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 948,433
$ 7,941,661
$ ( 538,986 )
$ 28,990,173
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
$ 0.08
$ 0.71
$ ( 0.04 )
$ 2.59
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
11,963,276
11,175,436
12,037,855
11,172,787
* Certain prior period amounts have been reclassified to conform to current period presentation.
See accompanying notes to
consolidated financial statements.
2
Saratoga Investment Corp.
Consolidated Statements
of Changes in Net Assets
(unaudited)
For the six months ended
August 31,
2022
August 31,
2021
INCREASE (DECREASE) FROM OPERATIONS:
Net investment income
$ 15,674,236
$ 8,949,196
Net realized gain from investments
8,106,347
3,411,738
Realized losses on extinguishment of debt
( 1,204,809 )
( 1,552,140 )
Income tax (provision) benefit from realized gain on investments
69,250
( 448,883 )
Net change in unrealized appreciation (depreciation) on investments
( 22,591,905 )
20,189,117
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 592,105 )
( 1,558,855 )
Net increase (decrease) in net assets resulting from operations
( 538,986 )
28,990,173
DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Total distributions to shareholders
( 12,798,798 )
( 9,709,800 )
Net decrease in net assets from shareholder distributions
( 12,798,798 )
( 9,709,800 )
CAPITAL SHARE TRANSACTIONS:
Proceeds from issuance of common stock
-
157,040
Stock dividend distribution
2,196,868
1,742,614
Repurchases of common stock
( 7,420,421 )
( 1,252,143 )
Repurchase fees
( 5,911 )
( 992 )
Offering costs
-
( 817 )
Net increase (decrease) in net assets from capital share transactions
( 5,229,464 )
645,702
Total increase (decrease) in net assets
( 18,567,248 )
19,926,075
Net assets at beginning of period
355,780,523
304,185,770
Net assets at end of period
$ 337,213,275
$ 324,111,845
See accompanying notes to
consolidated financial statements.
3
Saratoga Investment Corp.
Consolidated Statements
of Cash Flows
(unaudited)
For the six months ended
August 31,
2022
August 31,
2021
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 538,986 )
$ 28,990,173
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Payment-in-kind and other adjustments to cost
1,594,054
( 1,905,423 )
Net accretion of discount on investments
( 833,939 )
( 884,936 )
Amortization of deferred debt financing costs
1,674,315
1,023,062
Realized losses on extinguishment of debt
1,204,809
1,552,140
Income tax expense (benefit)
( 269,873 )
30,964
Net realized (gain) loss from investments
( 8,106,347 )
( 3,411,738 )
Net change in unrealized (appreciation) depreciation on investments
22,591,905
( 20,189,117 )
Net change in provision for deferred taxes on unrealized appreciation (depreciation) on investments
592,105
1,558,855
Proceeds from sales and repayments of investments
105,173,099
149,787,188
Purchases of investments
( 257,515,083 )
( 235,180,617 )
(Increase) decrease in operating assets:
Interest receivable
73,870
( 891,097 )
Due from affiliate
73,298
2,719,000
Management and incentive fee receivable
( 1,003 )
( 329,730 )
Tax receivable
64,638
-
Other assets
( 465 )
( 60,140 )
Increase (decrease) in operating liabilities:
Base management and incentive fees payable
( 3,417,662 )
4,868,310
Accounts payable and accrued expenses
389,516
1,010,580
Current tax payable
( 2,820,036 )
-
Interest and debt fees payable
271,856
( 177,519 )
Directors fees payable
38,932
( 70,500 )
Excise tax payable
( 630,183 )
( 691,672 )
Due to manager
( 74,562 )
29,675
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
( 140,465,742 )
( 72,222,542 )
Financing activities
Borrowings on debt
79,500,000
87,500,000
Paydowns on debt
( 18,340,000 )
( 73,500,000 )
Issuance of notes
105,500,000
175,000,000
Repayments of notes
( 43,125,000 )
( 60,000,000 )
Payments of deferred debt financing costs
( 5,087,947 )
( 5,569,027 )
Discount on debt issuance, 6.000 % notes 2027
( 176,000 )
-
Premium on debt issuance, 4.375 % notes 2026
-
1,250,000
Proceeds from issuance of common stock
-
157,040
Payments of cash dividends
( 10,601,930 )
( 7,967,186 )
Repurchases of common stock
( 7,420,421 )
( 1,252,143 )
Repurchases fees
( 5,911 )
( 992 )
Payments of offering costs
-
( 817 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
100,242,791
115,616,875
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS
( 40,222,951 )
43,394,333
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD
52,870,342
29,915,074
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD
$ 12,647,391
$ 73,309,407
Supplemental information:
Interest paid during the period
$ 12,691,530
$ 8,679,552
Cash paid for taxes
2,759,376
703,158
Supplemental non-cash information:
Payment-in-kind interest income and other adjustments to cost
( 1,799,723 )
1,905,423
Net accretion of discount on investments
833,939
884,936
Amortization of deferred debt financing costs
1,674,315
1,023,062
Stock dividend distribution
2,196,868
1,742,614
See accompanying notes to
consolidated financial statements.
4
Saratoga Investment Corp.
Consolidated Schedule of Investments
August 31, 2022
(unaudited)
Company(1)
Industry
Investment Interest
Rate/
Maturity
Original Acquisition
Date
Principal/
Number of Shares
Cost
Fair
Value (c)
% of
Net Assets
Non-control/Non-affiliate investments - 228.1% (b)
Altvia MidCo, LLC.
Alternative Investment Management Software
First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 10.28 % Cash, 7/18/2027
7/18/2022
$ 8,000,000
$ 7,921,109
$ 7,920,000
2.3 %
Altvia MidCo, LLC. (h)
Alternative Investment Management Software
Series A-1 Preferred Shares
7/18/2022
2,000,000
2,000,000
2,000,000
0.6 %
Total Alternative Investment Management Software
9,921,109
9,920,000
2.9 %
Targus Holdings, Inc. (h)
Consumer Products
Common Stock
12/31/2009
210,456
1,589,630
921,256
0.3 %
Total Consumer Products
1,589,630
921,256
0.3 %
Schoox, Inc. (h), (i)
Corporate Education Software
Series 1 Membership Interest
12/8/2020
1,050
475,698
3,652,653
1.1 %
Total Corporate Education Software
475,698
3,652,653
1.1 %
GreyHeller LLC (h)
Cyber Security
Common Stock
11/10/2021
7,857,689
1,906,275
2,418,060
0.7 %
Total Cyber Security
1,906,275
2,418,060
0.7 %
New England Dental Partners
Dental Practice Management
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 11.08 % Cash, 11/25/2025
11/25/2020
$ 6,555,000
6,509,311
6,495,350
1.9 %
New England Dental Partners (j)
Dental Practice Management
Delayed Draw Term Loan
(3M USD LIBOR+ 8.00 %), 11.08 % Cash, 11/25/2025
11/25/2020
$ 2,150,000
2,134,838
2,130,435
0.6 %
Total Dental Practice Management
8,644,149
8,625,785
2.5 %
Exigo, LLC
Direct Selling Software
First Lien Term Loan
(1M USD LIBOR+ 5.75 %), 8.31 % Cash, 3/16/2027
3/16/2022
$ 24,937,500
24,737,201
24,688,125
7.3 %
Exigo, LLC (j)
Direct Selling Software
Delayed Draw Term Loan
(1M USD LIBOR+ 5.75 %), 8.31 % Cash, 3/16/2027
3/16/2022
$ -
-
-
0.0 %
Exigo, LLC (j)
Direct Selling Software
Revolving Credit Facility
(1M USD LIBOR+ 5.75 %), 8.31 % Cash, 3/16/2027
3/16/2022
$ 208,334
208,333
206,250
0.1 %
Exigo, LLC (h), (i)
Direct Selling Software
Common Units
3/16/2022
1,041,667
1,041,667
1,041,667
0.3 %
Total Direct Selling Software
25,987,201
25,936,042
7.7 %
C2 Educational Systems
Education Services
First Lien Term Loan
(3M USD LIBOR+ 8.50 %), 11.58 % Cash, 5/31/2023
5/31/2017
$ 18,500,000
18,489,014
18,524,050
5.5 %
C2 Education Systems, Inc. (h)
Education Services
Series A-1 Preferred Stock
5/18/2021
3,127
499,904
636,732
0.2 %
Zollege PBC
Education Services
First Lien Term Loan
(3M USD LIBOR+ 5.50 %), 8.58 % Cash, 5/11/2026
5/11/2021
$ 16,000,000
15,888,280
14,675,200
4.4 %
Zollege PBC (j)
Education Services
Delayed Draw Term Loan
(3M USD LIBOR+ 5.50 %), 8.58 % Cash, 5/11/2026
5/11/2021
$ 500,000
496,314
375,800
0.1 %
Zollege PBC (h)
Education Services
Class A Units
5/11/2021
250,000
250,000
160,160
0.0 %
Total Education Services
35,623,512
34,371,942
10.2 %
Destiny Solutions Inc. (h), (i)
Education Software
Limited Partner Interests
5/16/2018
3,068
3,969,291
7,773,428
2.3 %
GoReact
Education Software
First Lien Term Loan
(3M USD LIBOR+ 7.50 %), 10.58 % Cash, 1/17/2025
1/17/2020
$ 8,000,000
7,932,329
7,832,000
2.3 %
5
Company(1)
Industry
Investment Interest
Rate/
Maturity
Original Acquisition
Date
Principal/
Number of Shares
Cost
Fair
Value (c)
% of
Net Assets
GoReact (j)
Education Software
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 %), 10.58 % Cash, 1/17/2025
1/18/2022
$ 2,000,000
2,000,000
1,947,500
0.6 %
Identity Automation Systems (d)
Education Software
First Lien Term Loan
(3M USD LIBOR+ 9.24 %), 12.32 % Cash, 5/8/2024
8/25/2014
$ 16,722,500
16,722,500
16,449,923
4.9 %
Identity Automation Systems (h)
Education Software
Common Stock Class A-2 Units
8/25/2014
232,616
232,616
320,090
0.1 %
Identity Automation Systems (h)
Education Software
Common Stock Class A-1 Units
3/6/2020
43,715
171,571
208,993
0.1 %
Ready Education
Education Software
First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 8.00 % Cash, 8/5/2027
8/5/2022
$ 27,000,000
26,731,232
26,730,000
7.9 %
Total Education Software
57,759,539
61,261,934
18.2 %
TG Pressure Washing Holdings, LLC (h)
Facilities Maintenance
Preferred Equity
8/12/2019
488,148
488,148
617,415
0.2 %
Total Facilities Maintenance
488,148
617,415
0.2 %
Davisware, LLC
Field Service Management
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 7/31/2024
9/6/2019
$ 6,000,000
5,963,845
5,923,200
1.8 %
Davisware, LLC (j)
Field Service Management
Delayed Draw Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 7/31/2024
9/6/2019
$ 977,790
975,981
965,274
0.3 %
Total Field Service Management
6,939,826
6,888,474
2.1 %
GDS Software Holdings, LLC
Financial Services
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 12/30/2026
12/30/2021
$ 22,713,926
22,588,227
22,232,391
6.6 %
GDS Software Holdings, LLC (j)
Financial Services
Delayed Draw Term loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 12/30/2026
12/30/2021
$ 2,250,000
2,229,203
2,180,335
0.6 %
GDS Software Holdings, LLC (h)
Financial Services
Common Stock Class A Units
8/23/2018
250,000
250,000
493,097
0.1 %
Total Financial Services
25,067,430
24,905,823
7.3 %
Ascend Software, LLC
Financial Services Software
First Lien Term Loan
(3M USD LIBOR+ 7.50 %), 10.58 % Cash, 12/15/2026
12/15/2021
$ 6,000,000
5,946,906
5,875,200
1.7 %
Ascend Software, LLC (j)
Financial Services Software
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 %), 10.58 % Cash, 12/15/2026
12/15/2021
$ 2,300,000
2,277,882
2,164,800
0.6 %
Total Financial Services Software
8,224,788
8,040,000
2.3 %
Ohio Medical, LLC (h)
Healthcare Products Manufacturing
Common Stock
1/15/2016
5,000
380,353
584,570
0.2 %
Total Healthcare Products Manufacturing
380,353
584,570
0.2 %
Axiom Parent Holdings, LLC (h)
Healthcare Services
Common Stock Class A Units
6/19/2018
$ 400,000
400,000
1,168,701
0.3 %
ComForCare Health Care (d)
Healthcare Services
First Lien Term Loan
(3M USD LIBOR+ 6.25 %), 9.33 % Cash, 1/31/2025
1/31/2017
$ 25,000,000
24,913,338
25,000,000
7.4 %
Total Healthcare Services
25,313,338
26,168,701
7.7 %
TRC HemaTerra, LLC (h)
Healthcare Software
Class D Membership Interests
4/15/2019
2,487
2,816,693
4,085,490
1.2 %
HemaTerra Holding Company, LLC (d)
Healthcare Software
First Lien Term Loan
(3M USD LIBOR+ 8.25 %), 11.33 % Cash, 1/31/2026
4/15/2019
$ 35,820,000
35,558,270
35,447,472
10.5 %
HemaTerra Holding Company, LLC (d)
Healthcare Software
Delayed Draw Term Loan
(3M USD LIBOR+ 8.25 %), 11.33 % Cash, 1/31/2026
4/15/2019
$ 13,930,000
13,851,039
13,785,128
4.1 %
6
Company(1)
Industry
Investment Interest
Rate/
Maturity
Original Acquisition
Date
Principal/
Number of Shares
Cost
Fair
Value (c)
% of
Net Assets
Procurement Partners, LLC
Healthcare Software
First Lien Term Loan
(3M USD LIBOR+ 5.50 %), 8.58 % Cash, 11/12/2025
11/12/2020
$ 35,125,000
34,860,737
34,274,975
10.2 %
Procurement Partners, LLC
Healthcare Software
Delayed Draw Term Loan
(3M USD LIBOR+ 5.50 %), 8.58 % Cash, 11/12/2025
11/12/2020
$ 4,300,000
4,259,432
4,195,940
1.2 %
Procurement Partners Holdings LLC (h)
Healthcare Software
Class A Units
11/12/2020
550,986
550,986
677,936
0.2 %
Total Healthcare Software
91,897,157
92,466,941
27.4 %
Roscoe Medical, Inc. (h)
Healthcare Supply
Common Stock
3/26/2014
5,081
508,077
-
0.0 %
Total Healthcare Supply
508,077
-
0.0 %
Book4Time, Inc. (a), (d)
Hospitality/Hotel
First Lien Term Loan
(3M USD LIBOR+ 7.50 %), 10.58 %, 12/22/2025
12/22/2020
$ 3,136,517
3,114,306
3,136,517
0.9 %
Book4Time, Inc. (a)
Hospitality/Hotel
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 %), 10.58 %, 12/22/2025
12/22/2020
$ 2,000,000
1,981,430
2,000,000
0.6 %
Book4Time, Inc. (a), (h), (i)
Hospitality/Hotel
Class A Preferred Shares
12/22/2020
200,000
156,826
235,040
0.1 %
Knowland Group, LLC (h), (k)
Hospitality/Hotel
Second Lien Term Loan
(3M USD LIBOR+ 8.00 %), 12.08 % Cash/1.00% PIK, 5/9/2024
11/9/2018
$ 15,878,989
15,878,989
9,711,590
2.9 %
Sceptre Hospitality Resources, LLC
Hospitality/Hotel
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 11.08 % Cash, 9/2/2026
4/27/2020
$ 6,000,000
5,955,263
6,000,000
1.8 %
Sceptre Hospitality Resources, LLC (j)
Hospitality/Hotel
Delayed Draw Term Loan
(3M USD LIBOR+ 8.00 %), 11.08 % Cash, 9/2/2026
9/2/2021
$ 750,000
742,967
750,000
0.2 %
Total Hospitality/Hotel
27,829,781
21,833,147
6.5 %
Granite Comfort, LP (d)
HVAC Services and Sales
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 11/16/2025
11/16/2020
$ 63,000,000
62,445,879
62,710,200
18.6 %
Granite Comfort, LP (d), (j)
HVAC Services and Sales
Delayed Draw Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 11/16/2025
11/16/2020
$ 2,000,000
1,982,656
1,990,800
0.6 %
Total HVAC Services and Sales
64,428,535
64,701,000
19.2 %
Vector Controls Holding Co., LLC (d)
Industrial Products
First Lien Term Loan
(3M USD LIBOR+ 6.50 %), 9.58 % Cash, 3/6/2025
3/6/2013
$ 4,186,686
4,186,686
4,186,686
1.2 %
Vector Controls Holding Co., LLC (h)
Industrial Products
Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027
5/31/2015
343
-
4,076,544
1.2 %
Total Industrial Products
4,186,686
8,263,230
2.4 %
AgencyBloc, LLC
Insurance Software
First Lien Term Loan
(3M USD BSBY+ 8.00 %), 9.00 % Cash, 10/1/2026
10/1/2021
$ 12,272,727
12,176,256
12,189,272
3.6 %
Panther ParentCo LLC (h)
Insurance Software
Class A Units
10/1/2021
2,225,000
2,225,000
2,718,154
0.8 %
Total Insurance Software
14,401,256
14,907,426
4.4 %
LogicMonitor, Inc. (d)
IT Services
First Lien Term Loan
(3M USD LIBOR+ 5.00 ), 8.08 % Cash, 5/17/2023
3/20/2020
$ 43,000,000
42,885,490
43,000,000
12.8 %
Total IT Services
42,885,490
43,000,000
12.8 %
ActiveProspect, Inc. (j)
Lead Management Software
First Lien Term Loan
(3M USD LIBOR+ 6.00 %), 9.08 % Cash, 8/8/2027
8/8/2022
$ -
-
-
0.0 %
ActiveProspect, Inc.
Lead Management Software
Delayed Draw Term Loan
(3M USD LIBOR+ 6.00 %), 9.08 % Cash, 8/8/2027
8/8/2022
$ 12,000,000
11,895,886
11,895,600
3.5 %
Total Lead Management Software
11,895,886
11,895,600
3.5 %
7
Company(1)
Industry
Investment Interest
Rate/
Maturity
Original Acquisition
Date
Principal/
Number of Shares
Cost
Fair
Value (c)
% of
Net Assets
Centerbase, LLC
Legal Software
First Lien Term Loan
(1M USD TERM SOFR+ 7.75 %), 10.03 % Cash, 1/18/2027
1/18/2022
$ 21,354,480
21,141,001
20,929,526
6.2 %
Total Legal Software
21,141,001
20,929,526
6.2 %
Madison Logic, Inc. (d)
Marketing Orchestration Software
First Lien Term Loan
(1M USD LIBOR+ 5.50 %), 8.06 % Cash, 11/22/2026
12/10/2021
$ 28,771,084
28,654,535
28,543,793
8.5 %
Madison Logic, Inc. (j)
Marketing Orchestration Software
Revolving Credit Facility
(1M USD LIBOR+ 5.50 %), 8.06 % Cash, 11/22/2026
12/10/2021
$ -
-
-
0.0 %
Total Marketing Orchestration Software
28,654,535
28,543,793
8.5 %
inMotionNow, Inc.
Marketing Services
First Lien Term Loan
(3M USD LIBOR+ 7.50 ), 10.58 % Cash, 5/15/2024
5/15/2019
$ 12,200,000
12,153,315
12,200,000
3.6 %
inMotionNow, Inc. (d)
Marketing Services
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 ) 10.58 % Cash, 5/15/2024
5/15/2019
$ 5,000,000
4,979,105
5,000,000
1.5 %
Total Marketing Services
17,132,420
17,200,000
5.1 %
ARC Health OpCo LLC (d)
Mental Healthcare Services
First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 10.50 % Cash, 8/5/2027
8/5/2022
$ 6,500,000
6,419,746
6,418,750
1.9 %
ARC Health OpCo LLC (d), (j)
Mental Healthcare Services
Delayed Draw Term Loan (3M USD TERM SOFR+ 8.50 %), 10.50 % Cash, 8/5/2027
8/5/2022
$ -
-
-
0.0 %
ARC Health OpCo LLC (h)
Mental Healthcare Services
Class A Preferred Shares
8/5/2022
1,851,852
2,000,000
2,000,000
0.6 %
Total Mental Healthcare Services
8,419,746
8,418,750
2.5 %
Chronus LLC
Mentoring Software
First Lien Term Loan
(3M USD LIBOR+ 5.25 ), 8.33 % Cash, 8/26/2026
8/26/2021
$ 15,000,000
14,875,946
14,617,500
4.3 %
Chronus LLC
Mentoring Software
First Lien Term Loan
(3M USD LIBOR+ 6.00 ), 9.08 % Cash, 8/26/2026
8/26/2021
$ 3,000,000
2,970,276
2,923,500
0.9 %
Chronus LLC (h)
Mentoring Software
Series A Preferred Stock
8/26/2021
3,000
3,000,000
3,396,063
1.0 %
Total Mentoring Software
20,846,222
20,937,063
6.2 %
Omatic Software, LLC
Non-profit Services
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 12.08 % Cash/1.00% PIK, 5/29/2023
5/29/2018
$ 10,061,959
10,027,320
9,999,575
3.0 %
Total Non-profit Services
10,027,320
9,999,575
3.0 %
Emily Street Enterprises, L.L.C.
Office Supplies
Senior Secured Note
(3M USD LIBOR+ 8.50 %), 11.58 % Cash, 12/31/2023
12/28/2012
$ 3,300,000
3,300,000
3,237,960
1.0 %
Emily Street Enterprises, L.L.C. (h)
Office Supplies
Warrant Membership Interests Expires 12/28/2022
12/28/2012
49,318
400,000
390,161
0.1 %
Total Office Supplies
3,700,000
3,628,121
1.1 %
Apex Holdings Software Technologies, LLC
Payroll Services
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 11.08 % Cash, 9/21/2024
9/21/2016
$ 15,500,000
15,493,083
15,422,500
4.6 %
Total Payroll Services
15,493,083
15,422,500
4.6 %
Buildout, Inc.
Real Estate Services
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 7/9/2025
7/9/2020
$ 14,000,000
13,908,526
13,827,800
4.1 %
Buildout, Inc.
Real Estate Services
Delayed Draw Term Loan
(3M USD LIBOR+ 7.00 %), 10.08 % Cash, 7/9/2025
2/12/2021
$ 38,500,000
38,207,942
38,026,450
11.3 %
Buildout, Inc. (h), (i)
Real Estate Services
Limited Partner Interests
7/9/2020
1,160
1,205,308
1,250,659
0.4 %
Total Real Estate Services
53,321,776
53,104,909
15.8 %
8
Company(1)
Industry
Investment Interest
Rate/
Maturity
Original Acquisition
Date
Principal/
Number of Shares
Cost
Fair
Value (c)
% of
Net Assets
Archimeds Parent LLC (h)
Research Software
Class A Common Units
6/27/2022
1,000,000
1,000,000
1,000,000
0.3 %
Wellspring Worldwide Inc.
Research Software
First Lien Term Loan
(3M USD BSBY+ 7.25 %), 8.25 % Cash, 6/27/2027
6/27/2022
$ 9,600,000
9,495,082
9,493,440
2.8 %
Total Research Software
10,495,082
10,493,440
0
LFR Chicken LLC
Restaurant
First Lien Term Loan
(1M USD LIBOR+ 7.00 %), 9.56 % Cash, 11/19/2026
11/19/2021
$ 12,000,000
11,896,714
11,854,800
3.5 %
LFR Chicken LLC (j)
Restaurant
Delayed Draw Term Loan
(1M USD LIBOR+ 7.00 %), 9.56 % Cash, 11/19/2026
11/19/2021
$ 9,000,000
8,917,647
8,891,100
2.6 %
LFR Chicken LLC (h)
Restaurant
Series B Preferred Units
11/19/2021
497,183
1,000,000
1,293,887
0.4 %
TMAC Acquisition Co., LLC
Restaurant
Unsecured Term Loan 8.00 % PIK, 9/01/2023
3/1/2018
$ 2,979,312
2,979,312
2,768,516
0.8 %
Total Restaurant
24,793,673
24,808,303
7.3 %
Pepper Palace, Inc. (d)
Specialty Food Retailer
First Lien Term Loan
(3M USD LIBOR+ 6.25 %), 9.33 % Cash, 6/30/2026
6/30/2021
$ 33,660,000
33,382,690
26,991,954
8.0 %
Pepper Palace, Inc. (j)
Specialty Food Retailer
Delayed Draw Term Loan
(3M USD LIBOR+ 6.25 %), 9.33 % Cash, 6/30/2026
6/30/2021
$ -
-
-
0.0 %
Pepper Palace, Inc. (j)
Specialty Food Retailer
Revolving Credit Facility
(3M USD LIBOR+ 6.25 %), 9.33 % Cash, 6/30/2026
6/30/2021
$ -
-
-
0.0 %
Pepper Palace, Inc. (h)
Specialty Food Retailer
Membership Interest
6/30/2021
1,000,000
1,000,000
-
0.0 %
Total Specialty Food Retailer
34,382,690
26,991,954
8.0 %
ArbiterSports, LLC (d)
Sports Management
First Lien Term Loan
(3M USD LIBOR+ 6.50 %), 9.58 % Cash, 2/21/2025
2/21/2020
$ 26,000,000
25,872,154
25,565,800
7.6 %
ArbiterSports, LLC (d)
Sports Management
Delayed Draw Term Loan
(3M USD LIBOR+ 6.50 %), 9.58 % Cash, 2/21/2025
2/21/2020
$ 1,000,000
1,000,000
983,300
0.3 %
Total Sports Management
26,872,154
26,549,100
7.9 %
Avionte Holdings, LLC (h)
Staffing Services
Class A Units
1/8/2014
100,000
100,000
2,061,008
0.6 %
Total Staffing Services
100,000
2,061,008
0.6 %
JDXpert
Talent Acquisition Software
First Lien Term Loan
(3M USD LIBOR+ 8.50 %), 11.58 % Cash, 5/2/2027
5/2/2022
$ 6,000,000
5,941,228
5,940,000
JDXpert (j)
Talent Acquisition Software
Delayed Draw Term Loan
(3M USD LIBOR+ 8.50 %), 11.58 % Cash, 5/2/2027
5/2/2022
$ -
-
-
Jobvite, Inc. (d)
Talent Acquisition Software
First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 9.68 % Cash, 8/5/2028
8/5/2022
$ 20,000,000
19,852,534
20,000,000
5.9 %
Total Talent Acquisition Software
25,793,762
25,940,000
5.9 %
National Waste Partners (d)
Waste Services
Second Lien Term Loan 10.00 % Cash, 11/13/2022
2/13/2017
$ 9,000,000
9,000,000
9,000,000
2.7 %
Total Waste Services
9,000,000
9,000,000
2.7 %
Sub Total Non-control/Non-affiliate
investments
776,527,328
775,408,041
228.1 %
9
Company(1)
Industry
Investment Interest
Rate/
Maturity
Original Acquisition
Date
Principal/
Number of Shares
Cost
Fair
Value (c)
% of
Net Assets
Affiliate investments - 20.9% (b)
Artemis Wax Corp. (d), (f)
Consumer Services
Delayed Draw Term Loan
(1M USD LIBOR+ 9.00 %), 11.56 % Cash, 5/20/2026
5/20/2021
$ 30,000,000
29,748,215
29,925,000
8.9 %
Artemis Wax Corp. (f), (j)
Consumer Services
Delayed Draw Term Loan
(1M USD LIBOR+ 6.50 %), 9.06 % Cash, 5/20/2026
5/19/2022
$ 18,000,000
17,822,955
17,955,000
5.3 %
Artemis Wax Corp. (f), (h)
Consumer Services
Series B-1 Preferred Stock
5/20/2021
934,463
1,500,000
4,825,352
1.4 %
Artemis Wax Corp. (f), (h)
Consumer Services
Series C Preferred Stock
5/20/2021
5,951
5,951,492
5,951,488
1.8 %
Total Consumer Services
55,022,662
58,656,840
17.4 %
ETU Holdings, Inc. (f)
Corporate Education Software
First Lien Term Loan
(3M USD LIBOR+ 9.00 %), 12.08 % Cash, 8/18/2027
8/18/2022
$ 7,000,000
6,930,251
6,930,000
2.1 %
ETU Holdings, Inc. (f)
Corporate Education Software
Second Lien Term Loan 15.00 % PIK, 2/18/2028
8/18/2022
$ 5,000,000
4,950,012
4,950,000
1.5 %
ETU Holdings, Inc. (f),(h)
Corporate Education Software
Series A-1 Preferred Stock
8/18/2022
3,000,000
3,000,000
3,000,000
0.9 %
Total Corporate Education Software
14,880,263
14,880,000
4.5 %
Axero Holdings, LLC (f)
Employee Collaboration Software
First Lien Term Loan
(3M USD LIBOR+ 10.00 %), 13.08 % Cash, 6/30/2026
6/30/2021
$ 5,500,000
5,453,695
5,508,800
1.6 %
Axero Holdings, LLC (f)
Employee Collaboration Software
Delayed Draw Term Loan
(3M USD LIBOR+ 10.00 %), 13.08 % Cash, 6/30/2026
6/30/2021
$ 1,100,000
1,089,347
1,101,760
0.3 %
Axero Holdings, LLC (f), (j)
Employee Collaboration Software
Revolving Credit Facility
(3M USD LIBOR+ 10.00 %), 13.08 % Cash, 6/30/2026
2/3/2022
$ -
-
-
0.0 %
Axero Holdings, LLC (f), (h)
Employee Collaboration Software
Series A Preferred Units
6/30/2021
2,000,000
2,000,000
2,350,000
0.7 %
Axero Holdings, LLC (f), (h)
Employee Collaboration Software
Series B Preferred Units
6/30/2021
2,000,000
2,000,000
3,125,804
0.9 %
Total Employee Collaboration Software
10,543,042
12,086,364
3.5 %
Sub Total Affiliate investments
80,445,967
85,623,204
20.9 %
Control investments - 27.7% (b)
Netreo Holdings, LLC (g)
IT Services
First Lien Term Loan
(3M USD LIBOR + 6.50 %), 11.08 % Cash/1.50% PIK 12/31/2025
7/3/2018
$ 5,487,916
5,466,713
5,434,135
1.6 %
Netreo Holdings, LLC (d), (g)
IT Services
Delayed Draw Term Loan
(3M USD LIBOR + 6.50 %), 11.08 % Cash/1.50% PIK, 12/31/2025
5/26/2020
$ 17,582,671
17,518,802
17,410,361
5.2 %
Netreo Holdings, LLC (g), (h)
IT Services
Common Stock Class A Unit
7/3/2018
4,600,677
8,344,500
17,661,450
5.2 %
Total IT Services
31,330,015
40,505,946
12.0 %
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)
Structured Finance Securities
Other/Structured Finance Securities 5.50 %, 4/20/2033
1/22/2008
$ 111,000,000
30,113,859
23,397,375
6.9 %
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g)
Structured Finance Securities
Other/Structured Finance Securities
(3M USD LIBOR+ 10.00 %), 13.08 %, 4/20/2033
8/9/2021
$ 9,375,000
9,375,000
8,929,954
2.6 %
Total Structured Finance Securities
39,488,859
32,327,329
9.5 %
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)
Investment Fund
Unsecured Loan 10.00 %, 6/15/2023
2/17/2022
$ 14,072,188
14,072,188
14,072,188
4.2 %
Saratoga Senior Loan Fund I JV, LLC (a), (g)
Investment Fund
Membership Interest
2/17/2022
14,072,188
14,072,188
6,726,960
2.0 %
Total Investment Fund
28,144,376
20,799,148
6.2 %
Sub Total Control investments
98,963,250
93,632,423
27.7 %
TOTAL INVESTMENTS - 276.7% (b)
$ 955,936,545
$ 954,663,668
276.7 %
10
Number of Shares
Cost
Fair Value
% of
Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 3.8% (b)
U.S. Bank Money Market (l)
12,647,391
$ 12,647,391
$ 12,647,391
3.8 %
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
12,647,391
$ 12,647,391
$ 12,647,391
3.8 %
(1) Securities
are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities.
(a) Represents
an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940
Act”). As of August 31, 2022, non-qualifying assets represent 7.4% of the Company’s portfolio at fair value. As a BDC, the Company
generally has to invest at least 70% of its total assets in qualifying assets.
(b) Percentages
are based on net assets of $337,213,275 as of August 31, 2022.
(c) Because
there is no readily available market value for these investments, the fair values of these investments were determined using significant
unobservable inputs and approved in good faith by our board of directors. These investments have been included as Level 3
in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements).
(d) These
securities are either fully or partially pledged as collateral under a senior secured revolving credit facility (see Note 8 to the consolidated
financial statements).
(e) This
investment does not have a stated interest rate that is payable thereon. As a result, the 5.50% interest rate in the table above represents
the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated
by the investment.
(f) As
defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting
securities. Transactions during the six months ended August 31, 2022 in which the issuer was an affiliate are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Artemis Wax Corp.
$ 17,940,000
$ -
$ 1,962,230
$ -
$ -
$ 2,173,891
Axero Holdings, LLC
1,089,000
-
377,596
-
-
994,412
ETU Holdins, Inc.
14,880,000
-
61,989
-
-
( 263 )
Total
$ 33,909,000
$ -
$ 2,401,815
$ -
$ -
$ 3,168,040
11
(g) As
defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding
voting securities. Transactions during the six months ended August 31, 2022 in which the issuer was both an affiliate and a portfolio
company that we control are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC
$ 3,960,000
$ -
$ 1,001,323
$ -
$ -
$ ( 1,467,584 )
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
1,003,544
1,632,988
-
( 3,098,264 )
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note
-
-
538,003
-
-
( 445,046 )
Saratoga Senior Loan Fund I JV, LLC
947,188
-
674,367
-
-
-
Saratoga Senior Loan Fund I JV, LLC
947,188
-
-
-
-
( 6,236,292 )
Total
$ 5,854,376
$ -
$ 3,217,237
$ 1,632,988
$ -
$ ( 11,247,186 )
(h) Non-income producing at August 31, 2022.
(i) Includes securities issued by an affiliate of the company.
(j) All or a portion of this investment has an unfunded commitment
as of August 31, 2022. (See Note 9 to the consolidated financial statements).
(k) As of August 31, 2022, the investment was on non-accrual
status. The fair value of these investments was approximately $9.7 million, which represented 1.0% of the Company’s portfolio (see Note
2 to the consolidated financial statements).
(l) Included within cash and cash equivalents and cash and cash
equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of August 31, 2022.
BSBY
- Bloomberg Short-Term Bank Yield
LIBOR - London Interbank Offered Rate
SOFR
- Secured Overnight Financing Rate
3M USD BSBY - The 3 month USD BSBY rate as of
August 31, 2022 was 2.97%.
1M USD LIBOR - The 1 month USD LIBOR rate as of
August 31, 2022 was 2.56%.
3M USD LIBOR - The 3 month USD LIBOR rate as of
August 31, 2022 was 3.08%.
1M USD TERM SOFR - The 1 month USD SOFR rate as
of August 31, 2022 was 2.28%
3M USD TERM SOFR - The 3 month USD SOFR rate as
of August 31, 2022 was 1.68%
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
See accompanying notes to consolidated financial statements.
12
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2022
Company(1)
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Non-control/Non-affiliate investments - 187.4% (b)
Targus Holdings,
Inc. (h)
Consumer Products
Common Stock
12/31/2009
210,456
$ 1,589,630
$ 692,535
0.2 %
Total Consumer
Products
1,589,630
692,535
0.2 %
Schoox, Inc. (h), (i)
Corporate Education Software
Series 1 Membership Interest
12/8/2020
1,050
475,698
3,305,839
0.9 %
Total Corporate
Education Software
475,698
3,305,839
0.9 %
GreyHeller LLC (h)
Cyber Security
Common Stock
11/10/2021
6,742,392
1,635,704
1,635,704
0.5 %
Total Cyber Security
1,635,704
1,635,704
0.5 %
New England Dental Partners
Dental Practice Management
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 8.50 % Cash, 11/25/2025
11/25/2020
$ 6,555,000
6,502,672
6,404,891
1.8 %
New England Dental Partners (j)
Dental Practice Management
Delayed Draw Term Loan
(3M USD LIBOR+ 8.00 %), 8.50 % Cash, 11/25/2025
11/25/2020
$ 2,150,000
2,132,639
1,997,715
0.6 %
Total Dental Practice Management
8,635,311
8,402,606
2.4 %
PDDS Buyer, LLC (d)
Dental Practice Management Software
First Lien Term Loan
(3M USD LIBOR+ 5.50 %), 6.00 % Cash, 7/15/2024
7/15/2019
$ 28,000,000
27,943,852
27,938,400
7.9 %
PDDS Buyer, LLC (h)
Dental Practice Management
Software
Series A-1 Preferred Shares
8/10/2020
1,755,831
2,000,000
7,099,940
2.0 %
Total Dental Practice
Management Software
29,943,852
35,038,340
9.9 %
C2 Educational Systems
Education Services
First Lien Term Loan
(3M USD LIBOR+ 8.50 %), 10.00 % Cash, 5/31/2023
5/31/2017
$ 18,500,000
18,484,747
18,220,650
5.1 %
C2 Education Systems, Inc. (h)
Education Services
Series A-1 Preferred Stock
5/18/2021
3,127
499,904
599,296
0.2 %
Zollege PBC
Education Services
First Lien Term Loan
(3M USD LIBOR+ 5.50 %), 6.50 % Cash, 5/11/2026
5/11/2021
$ 16,000,000
15,877,908
15,794,300
4.4 %
Zollege PBC (j)
Education Services
Delayed Draw Term Loan
(3M USD LIBOR+ 5.50 %), 6.50 % Cash, 5/11/2026
5/11/2021
$ 500,000
495,811
493,950
0.1 %
Zollege PBC (h)
Education Services
Class A Units
5/11/2021
250,000
250,000
201,218
0.1 %
Total Education
Services
35,608,370
35,309,414
9.9 %
Destiny Solutions Inc. (h), (i)
Education Software
Limited Partner Interests
5/16/2018
3,065
3,969,291
7,632,061
2.1 %
Identity Automation Systems (d)
Education Software
First Lien Term Loan
(3M USD LIBOR+ 9.24 %), 10.99 % Cash, 5/8/2024
8/25/2014
$ 16,941,250
16,941,250
16,941,250
4.8 %
Identity Automation Systems (h)
Education Software
Common Stock Class A-2 Units
8/25/2014
232,616
232,616
801,923
0.2 %
Identity Automation Systems (h)
Education Software
Common Stock Class A-1 Units
3/6/2020
43,715
171,571
200,820
0.1 %
GoReact
Education Software
First Lien Term Loan
(3M USD LIBOR+ 7.50 %), 9.50 % Cash, 1/17/2025
1/17/2020
$ 8,000,000
7,920,033
8,080,000
2.3 %
GoReact (j)
Education Software
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 %), 9.50 % Cash, 1/17/2025
1/18/2022
$ -
-
-
0.0 %
Total Education Software
29,234,761
33,656,054
9.5 %
TG Pressure Washing Holdings,
LLC (h)
Facilities Maintenance
Preferred Equity
8/12/2019
488,148
488,148
482,036
0.1 %
Total Facilities Maintenance
488,148
482,036
0.1 %
Davisware, LLC
Field Service Management
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 9.00 % Cash, 7/31/2024
9/6/2019
$ 6,000,000
5,954,705
6,003,000
1.7 %
Davisware, LLC (j)
Field Service Management
Delayed Draw Term Loan
(3M USD LIBOR+ 7.00 %), 9.00 % Cash, 7/31/2024
9/6/2019
$ 977,790
975,504
978,279
0.3 %
Total Field Service
Management
6,930,209
6,981,279
2.0 %
GDS Software Holdings, LLC
Financial Services
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 8.00 % Cash, 12/30/2026
12/30/2021
$ 22,713,926
22,579,864
22,570,829
6.3 %
GDS Software Holdings, LLC (j)
Financial Services
Delayed Draw Term loan
(3M USD LIBOR+ 7.00 %), 8.00 % Cash, 12/30/2026
12/18/2021
$ 500,000
495,031
496,850
0.1 %
GDS Software Holdings, LLC
(h)
Financial Services
Common Stock Class A Units
8/23/2018
250,000
250,000
472,009
0.1 %
Total Financial
Services
23,324,895
23,539,688
6.5 %
13
Company(1)
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Ascend Software, LLC
Financial Services Software
First Lien Term Loan
(3M USD LIBOR+ 7.50 %), 8.50 % Cash, 12/15/2026
12/15/2021
$ 6,000,000
5,942,482
5,940,000
1.7 %
Ascend Software, LLC (j)
Financial Services Software
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 %), 8.50 % Cash, 12/15/2026
12/15/2021
$ -
-
-
0.0 %
Total Financial Services Software
5,942,482
5,940,000
1.7 %
Ohio Medical, LLC (h)
Healthcare Products Manufacturing
Common Stock
1/15/2016
5,000
380,353
714,271
0.2 %
Total Healthcare Products
Manufacturing
380,353
714,271
0.2 %
Axiom Parent Holdings, LLC (h)
Healthcare Services
Common Stock Class A Units
6/19/2018
400,000
400,000
1,032,934
0.3 %
Axiom Purchaser, Inc. (d)
Healthcare Services
First Lien Term Loan
(3M USD LIBOR+ 6.00 %), 7.75 % Cash, 6/19/2023
6/19/2018
$ 10,000,000
9,974,217
10,013,000
2.8 %
Axiom Purchaser, Inc. (d)
Healthcare Services
Delayed Draw Term Loan
(3M USD LIBOR+ 6.00 %), 7.75 % Cash, 6/19/2023
6/19/2018
$ 6,000,000
5,977,846
6,007,800
1.7 %
ComForCare Health Care (d)
Healthcare Services
First Lien Term Loan
(3M USD LIBOR+ 7.25 %), 8.25 % Cash, 1/31/2025
1/31/2017
$ 25,000,000
24,903,581
25,000,000
7.0 %
Total Healthcare
Services
41,255,644
42,053,734
11.8 %
TRC HemaTerra, LLC (h)
Healthcare Software
Class D Membership Interests
4/15/2019
2,487
2,816,693
3,788,769
1.1 %
HemaTerra Holding Company, LLC (d)
Healthcare Software
First Lien Term Loan
(3M USD LIBOR+ 8.25 %), 9.25 % Cash, 1/31/2026
4/15/2019
$ 36,000,000
35,715,061
35,640,000
10.0 %
HemaTerra Holding Company, LLC (d)
Healthcare Software
Delayed Draw Term Loan
(3M USD LIBOR+ 8.25 %), 9.25 % Cash, 1/31/2026
4/15/2019
$ 14,000,000
13,912,744
13,860,000
3.9 %
Procurement Partners, LLC
Healthcare Software
First Lien Term Loan
(3M USD LIBOR+ 5.50 %), 6.50 % Cash, 11/12/2025
11/12/2020
$ 35,125,000
34,827,633
34,998,550
9.8 %
Procurement Partners, LLC (j)
Healthcare Software
Delayed Draw Term Loan
(3M USD LIBOR+ 5.50 %), 6.50 % Cash, 11/12/2025
11/12/2020
$ 1,200,000
1,188,047
1,195,680
0.3 %
Procurement Partners Holdings
LLC (h)
Healthcare Software
Class A Units
11/12/2020
550,986
550,986
643,044
0.2 %
Total Healthcare Software
89,011,164
90,126,043
25.3 %
Roscoe Medical, Inc. (h)
Healthcare Supply
Common Stock
3/26/2014
5,081
508,077
52,853
0.0 %
Roscoe Medical, Inc.
Healthcare Supply
Second Lien Term Loan
11.25 % Cash, 3/31/2022
3/26/2014
$ 5,141,413
5,141,413
5,141,413
1.4 %
Total Healthcare
Supply
5,649,490
5,194,266
1.4 %
Book4Time, Inc. (a), (d)
Hospitality/Hotel
First Lien Term Loan
(3M USD LIBOR+ 8.50 %), 10.25 %, 12/22/2025
12/22/2020
$ 3,136,517
3,111,278
3,112,052
0.9 %
Book4Time, Inc. (a), (j)
Hospitality/Hotel
Delayed Draw Term Loan
(3M USD LIBOR+ 8.50 %), 10.25 %, 12/22/2025
12/22/2020
$ -
-
-
0.0 %
Book4Time, Inc. (a), (h), (i)
Hospitality/Hotel
Class A Preferred Shares
12/22/2020
$ 200,000
156,826
198,638
0.1 %
Knowland Group, LLC
Hospitality/Hotel
Second Lien Term Loan
(3M USD LIBOR+ 8.00 %), 10.00 % Cash/1.00% PIK, 5/9/2024
11/9/2018
$ 15,878,989
15,878,989
10,592,873
3.0 %
Sceptre Hospitality Resources, LLC
Hospitality/Hotel
First Lien Term Loan
(1M USD LIBOR+ 8.00 %), 9.00 % Cash, 9/2/2026
4/27/2020
$ 6,000,000
5,952,460
6,021,000
1.7 %
Sceptre Hospitality Resources, LLC (j)
Hospitality/Hotel
Delayed Draw Term Loan
(1M USD LIBOR+ 8.00 %), 9.00 % Cash, 9/2/2026
9/2/2021
$ -
-
-
0.0 %
Total Hospitality/Hotel
25,099,553
19,924,563
5.7 %
Granite Comfort, LP
HVAC Services and Sales
First Lien Term Loan
(1M USD LIBOR+ 8.00 %), 9.00 % Cash, 11/16/2025
11/16/2020
$ 28,000,000
27,764,146
27,977,600
7.9 %
Granite Comfort, LP(j)
HVAC Services and Sales
Delayed Draw Term Loan
(1M USD LIBOR+ 8.00 %), 9.00 % Cash, 11/16/2025
11/16/2020
$ 2,000,000
1,980,805
1,998,400
0.6 %
Total HVAC Services
and Sales
29,744,951
29,976,000
8.5 %
AgencyBloc, LLC
Insurance Software
First Lien Term Loan
(3M USD BSBY+ 8.00 %), 9.00 % Cash, 10/1/2026
10/1/2021
$ 9,000,000
8,925,938
8,920,800
2.5 %
Panther ParentCo LLC (h)
Insurance Software
Class A Units
10/1/2021
2,000,000
2,000,000
2,000,000
0.6 %
Total Insurance Software
10,925,938
10,920,800
3.1 %
14
Company(1)
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Vector Controls Holding Co., LLC (d)
Industrial Products
First Lien Term Loan
(3M USD LIBOR+ 6.50 %), 8.00 % Cash, 3/6/2025
3/6/2013
$ 5,008,186
5,008,186
5,008,186
1.4 %
Vector Controls Holding Co., LLC (h)
Industrial Products
Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027
5/31/2015
343
-
3,418,993
1.0 %
Total Industrial
Products
5,008,186
8,427,179
2.4 %
LogicMonitor, Inc. (d)
IT Services
First Lien Term Loan
(3M USD LIBOR+ 5.00 ), 6.00 % Cash, 5/17/2023
3/20/2020
$ 43,000,000
42,806,801
43,000,000
12.1 %
Total IT
Services
42,806,801
43,000,000
12.1 %
Centerbase, LLC
Legal Software
First Lien Term Loan
(Daialy USD SOFR+ 7.50 %), 8.50 % Cash, 1/18/2027
1/18/2022
$ 7,500,000
7,409,860
7,425,000
2.1 %
Total Legal Software
7,409,860
7,425,000
2.1 %
Madison Logic, Inc.
Marketing Orchestration Software
First Lien Term Loan
(1M USD LIBOR+ 5.75 %), 6.75 % Cash, 11/22/2026
12/10/2021
$ 28,915,663
28,782,977
28,776,867
8.1 %
Madison Logic, Inc. (j)
Marketing Orchestration Software
Revolving Credit Facility
(1M USD LIBOR+ 5.75 %), 6.75 % Cash, 11/22/2026
12/10/2021
$ -
-
-
0.0 %
Total Marketing Orchestration
Software
28,782,977
28,776,867
8.1 %
inMotionNow, Inc.
Marketing Services
First Lien Term Loan
(3M USD LIBOR+ 7.50 ), 10.00 % Cash, 5/15/2024
5/15/2019
$ 12,200,000
12,139,533
12,290,280
3.5 %
inMotionNow, Inc. (d)
Marketing Services
Delayed Draw Term Loan
(3M USD LIBOR+ 7.50 ) 10.00 % Cash, 5/15/2024
5/15/2019
$ 5,000,000
4,972,992
5,037,000
1.4 %
Total Marketing
Services
17,112,525
17,327,280
4.9 %
Chronus LLC
Mentoring Software
First Lien Term Loan
(3M USD LIBOR+ 5.25 ), 6.25 % Cash, 8/26/2026
8/26/2021
$ 15,000,000
14,861,338
14,938,500
4.2 %
Chronus LLC (h)
Mentoring Software
Series A Preferred Stock
8/26/2021
3,000
3,000,000
3,382,625
1.0 %
Total Mentoring Software
17,861,338
18,321,125
5.2 %
Omatic Software, LLC
Non-profit Services
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 9.75 % Cash/1.00% PIK, 5/29/2023
5/29/2018
$ 10,010,685
9,955,082
10,038,714
2.8 %
Total Non-profit Services
9,955,082
10,038,714
2.8 %
Emily Street Enterprises, L.L.C.
Office Supplies
Senior Secured Note
(3M USD LIBOR+ 8.50 %), 10.00 % Cash, 12/31/2023
12/28/2012
$ 3,300,000
3,300,000
3,278,880
0.9 %
Emily Street Enterprises, L.L.C. (h)
Office Supplies
Warrant Membership Interests
Expires 12/28/2022
12/28/2012
49,318
400,000
446,927
0.1 %
Total Office Supplies
3,700,000
3,725,807
1.0 %
Apex Holdings Software Technologies, LLC
Payroll Services
First Lien Term Loan
(3M USD LIBOR+ 8.00 %), 9.00 % Cash, 9/21/2024
9/21/2016
$ 17,000,000
16,990,006
17,000,000
4.7 %
Total Payroll
Services
16,990,006
17,000,000
4.7 %
Buildout, Inc.
Real Estate Services
First Lien Term Loan
(3M USD LIBOR+ 7.00 %), 8.00 % Cash, 7/9/2025
7/9/2020
$ 14,000,000
13,897,546
13,904,800
3.9 %
Buildout, Inc.
Real Estate Services
Delayed Draw Term Loan
(3M USD LIBOR+ 7.00 %), 8.00 % Cash, 7/9/2025
2/12/2021
$ 38,500,000
38,173,998
38,238,200
10.6 %
Buildout, Inc. (h), (i)
Real Estate Services
Limited Partner Interests
7/9/2020
1,205
1,205,308
1,363,014
0.4 %
Total Real Estate
Services
53,276,852
53,506,014
14.9 %
LFR Chicken LLC
Restaurant
First Lien Term Loan
(1M USD LIBOR+ 7.00 %), 8.00 % Cash, 11/19/2026
11/19/2021
$ 12,000,000
11,886,588
11,880,000
3.3 %
LFR Chicken LLC (j)
Restaurant
Delayed Draw Term Loan
(1M USD LIBOR+ 7.00 %), 8.00 % Cash, 11/19/2026
11/19/2021
$ -
-
-
0.0 %
LFR Chicken LLC (h)
Restaurant
Series B Preferred Units
11/19/2021
497,183
1,000,000
999,984
0.3 %
TMAC Acquisition Co., LLC
Restaurant
Unsecured Term Loan
8.00 % PIK, 9/01/2023
3/1/2018
$ 2,979,312
2,979,312
2,805,541
0.8 %
Total Restaurant
15,865,900
15,685,525
4.4 %
15
Company(1)
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Pepper Palace, Inc. (d)
Specialty Food Retailer
First Lien Term Loan
(3M USD LIBOR+ 6.25 %), 7.25 % Cash, 6/30/2026
6/30/2021
$ 33,830,000
33,531,592
33,261,656
9.2 %
Pepper Palace, Inc. (j)
Specialty Food Retailer
Delayed Draw Term Loan
(3M USD LIBOR+ 6.25 %), 7.25 % Cash, 6/30/2026
6/30/2021
$ -
-
( 33,600 )
0.0 %
Pepper Palace, Inc. (j)
Specialty Food Retailer
Revolving Credit Facility
(3M USD LIBOR+ 6.25 %), 7.25 % Cash, 6/30/2026
6/30/2021
$ -
-
( 42,000 )
0.0 %
Pepper Palace, Inc. (h)
Specialty Food Retailer
Membership Interest
6/30/2021
1,000,000
1,000,000
827,050
0.1 %
Total Specialty
Food Retailer
34,531,592
34,013,106
9.3 %
ArbiterSports, LLC (d)
Sports Management
First Lien Term Loan
(3M USD LIBOR+ 6.50 %), 8.25 % Cash, 2/21/2025
2/21/2020
$ 26,000,000
25,846,091
25,667,199
7.1 %
ArbiterSports, LLC (d)
Sports Management
Delayed Draw Term Loan
(3M USD LIBOR+ 6.50 %), 8.25 % Cash, 2/21/2025
2/21/2020
$ 1,000,000
999,997
987,200
0.3 %
Total Sports Management
26,846,088
26,654,399
7.4 %
Avionte Holdings, LLC (h)
Staffing Services
Class A Units
1/8/2014
100,000
100,000
1,912,328
0.5 %
Total Staffing Services
100,000
1,912,328
0.5 %
Jobvite, Inc. (d)
Talent Acquisition Software
Second Lien Term Loan
(3M USD LIBOR+ 7.50 %), 8.50 % Cash, 1/6/2027
7/6/2021
$ 20,000,000
19,841,684
19,652,000
5.5 %
Total Talent Acquisition Software
19,841,684
19,652,000
5.5 %
National Waste Partners (d)
Waste Services
Second Lien Term Loan
10.00 % Cash, 11/13/2022
2/13/2017
$ 9,000,000
9,000,000.0
9,000,000.0
2.5 %
Total Waste Services
9,000,000
9,000,000
2.5 %
Sub
Total Non-control/Non-affiliate investments
654,965,044
668,358,516
187.4 %
Affiliate investments
- 13.5% (b)
Artemis Wax Corp. (f), (j)
Consumer Services
Delayed Draw Term Loan
(1M USD LIBOR+ 9.00 %), 11.00 % Cash, 5/20/2026
5/20/2021
$ 30,000,000
29,727,282
30,000,000
8.4 %
Artemis Wax Corp. (f), (h)
Consumer Services
Series B-1 Preferred Stock
5/20/2021
934,463
1,500,000
2,687,573
0.8 %
Artemis Wax Corp. (f), (h)
Consumer Services
Series C Preferred Stock
5/20/2021
5,547
5,546,609
5,546,605
1.6 %
Total Consumer Services
36,773,891
38,234,178
10.8 %
Axero Holdings, LLC (f)
Employee Collaboration Software
First Lien Term Loan
(3M USD LIBOR+ 10.00 %), 11.00 % Cash, 6/30/2026
6/30/2021
$ 5,500,000
5,451,036
5,482,950
1.5 %
Axero Holdings, LLC (f), (j)
Employee Collaboration Software
Delayed Draw Term Loan
(3M USD LIBOR+ 10.00 %), 11.00 % Cash, 6/30/2026
6/30/2021
$ -
-
-
0.0 %
Axero Holdigns, LLC (f), (j)
Employee Collaboration Software
Revolving Credit Facility
(3M USD LIBOR+ 10.00 %), 11.00 % Cash, 6/30/2026
2/3/2022
$ -
-
-
0.0 %
Axero Holdings, LLC (f), (h)
Employee Collaboration Software
Series A Preferred Units
6/30/2021
2,000,000
2,000,000
2,198,000
0.5 %
Axero Holdings, LLC (f), (h)
Employee Collaboration Software
Series B Preferred Units
6/30/2021
2,000,000
2,000,000
2,318,996
0.7 %
Total Employee Collaboration
Software
9,451,036
9,999,946
2.7 %
Sub
Total Affiliate investments
46,224,927
48,234,124
13.5 %
16
Company(1)
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Control investments
- 28.3% (b)
Netreo Holdings, LLC (g)
IT Services
First Lien Term Loan
(3M USD LIBOR + 8.00 %), 9.00 % Cash 12/31/2025
7/3/2018
$ 5,432,440
5,409,201
5,421,575
1.4 %
Netreo Holdings, LLC (d), (g), (j)
IT Services
Delayed Draw Term Loan
(3M USD LIBOR + 8.00 %), 9.00 % Cash, 12/31/2025
5/26/2020
$ 13,433,515
13,406,530
13,406,648
3.8 %
Netreo Holdings, LLC (g), (h)
IT Services
Common Stock Class A Unit
7/3/2018
4,600,677
8,344,500
18,975,523
5.3 %
Total IT Services
27,160,231
37,803,746
10.5 %
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)
Structured Finance Securities
Other/Structured Finance Securities
9.27 %, 4/20/2033
1/22/2008
$ 111,000,000
32,273,125
28,654,905
8.1 %
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g)
Structured Finance Securities
Other/Structured Finance Securities
(3M USD LIBOR+ 10.00 %), 10.17 %, 4/20/2033
8/9/2021
$ 9,375,000
9,375,000
9,375,000
2.6 %
Total Structured
Finance Securities
41,648,125
38,029,905
10.7 %
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)
Investment Fund
Unsecured Loan
10.00 %, 6/15/2023
2/17/2022
$ 13,125,000
13,125,000
13,125,000
3.7 %
Saratoga Senior Loan Fund I
JV, LLC (a), (g), (j)
Investment Fund
Membership Interest
2/17/2022
13,125,000
13,125,000
12,016,064
3.4 %
Total Investment Fund
26,250,000
25,141,064
7.1 %
Sub
Total Control investments
95,058,356
100,974,715
28.3 %
TOTAL
INVESTMENTS - 229.2% (b)
$ 796,248,327
$ 817,567,355
229.2 %
Number of Shares
Cost
Fair Value
% of
Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 14.9% (b)
U.S. Bank Money Market (k)
52,870,342
$ 52,870,342
$ 52,870,342
14.9 %
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
52,870,342
$ 52,870,342
$ 52,870,342
14.9 %
(1) Securities are exempt from registration under Rule 144A of
the Securities Act of 1933, as amended, and are restricted securities.
(a) Represents an investment that is not a “qualifying asset”
under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 28, 2022, non-qualifying assets
represent 6.7% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets
in qualifying assets.
(b) Percentages are based on net assets of $355,780,523 as of
February 28, 2022.
(c) Because there is no readily available market value for these
investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by
our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial
statements).
(d) These securities are either fully or partially pledged as
collateral under a senior secured revolving credit facility (see Note 8 to the consolidated financial statements).
(e) This investment does not have a stated interest rate that
is payable thereon. As a result, the 9.27% interest rate in the table above represents the effective interest rate currently earned on
the investment cost and is based on the current cash interest and other income generated by the investment.
17
(f) As defined in the 1940 Act, this portfolio company is an
“affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. GreyHeller, LLC is no longer an affiliate
as of February 28, 2022. Transactions during the year ended February 28, 2022 in which the issuer was an affiliate are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Artemis Wax Corp.
$ 36,200,000
$ -
$ 1,919,100
$ -
$ -
$ 1,460,287
Axero Holdings, LLC
9,445,000
-
416,092
-
-
548,910
GreyHeller, LLC
8,910,000
( 26,428,457 )
973,278
-
7,328,457
( 3,102,569 )
Top Gun
-
-
-
-
-
1,066,536
Total
$ 54,555,000
$ ( 26,428,457 )
$ 3,308,471
$ -
$ 7,328,457
$ ( 26,836 )
(g) As defined in the 1940 Act, we “control” this portfolio
company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended February
28, 2022 in which the issuer was both an affiliate and a portfolio company that we control are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC
$ 17,074,500
$ -
$ 1,814,735
$ -
$ -
$ 5,055,909
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
4,372,958
3,262,591
-
( 1,221,309 )
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note
-
( 17,875,000 )
814,431
-
-
( 454,025 )
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note
8,500,000
( 8,500,000 )
4,786
-
( 139,867 )
-
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note
9,375,000
-
539,564
-
-
-
Saratoga Senior Loan Fund I JV, LLC
13,125,000
-
126,389
-
-
-
Saratoga Senior Loan Fund I JV, LLC
13,125,000
-
-
-
-
( 1,108,936 )
Total
$ 61,199,500
$ ( 26,375,000 )
$ 7,672,863
$ 3,262,591
$ ( 139,867 )
$ 2,271,639
(h) Non-income producing at February 28, 2022.
(i) Includes securities issued by an affiliate of the company.
(j) All or a portion of this investment has an unfunded commitment
as of February 28, 2022. (See Note 9 to the consolidated financial statements).
(k) Included within cash and cash equivalents and cash and cash
equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 28, 2022.
BSBY - Bloomberg Short-Term Bank Yield
LIBOR - London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
3M USD BSBY - The 3 month USD BSBY rate as of February
28, 2022 was 0.50%.
1M USD LIBOR - The 1 month USD LIBOR rate as of
February 28, 2022 was 0.24%.
3M USD LIBOR - The 3 month USD LIBOR rate as of
February 28, 2022 was 0.50%.
Daily USD SOFR - The daily USD SOFR rate as of February
28, 2022 was 0.05%
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
See accompanying notes to consolidated financial statements.
18
SARATOGA
INVESTMENT CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
August
31, 2022
(unaudited)
Note 1.
Organization
Saratoga
Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed end
management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company
has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment objective
is to generate current income and, to a lesser extent, capital appreciation from its investments.
GSC
Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the
LLC had not yet commenced its operations and investment activities.
On
March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company
as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and
Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share
of common stock of the Company.
On
July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection
with the consummation of a recapitalization transaction.
The
Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager” or
“Saratoga Investment Advisors”), pursuant to an investment advisory and management agreement (the “Management Agreement”).
Prior to July 30, 2010, the Company was managed and advised by GSCP (NJ), L.P.
The Company has established wholly-owned subsidiaries,
SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc.
and SIA-VR, Inc., which are structured as Delaware entities, or tax blockers (“Taxable Blockers”), to hold equity or equity-like
investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). In February
2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of
the portfolio companies. Tax Blockers are consolidated for accounting purposes, but are not consolidated for U.S. federal income tax purposes
and may incur U.S. federal income tax expenses as a result of their ownership of portfolio companies.
On
March 28, 2012, our wholly owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received a Small Business Investment
Company (“SBIC”) license from the Small Business Administration (“SBA”). On August 14, 2019, our wholly owned
subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. SBIC II LP’s
SBIC license provides up to $ 175.0 million in additional long-term capital in the form of SBA debentures.
The
Company has formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF
II”), for the purpose of entering into a $ 50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC
(the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina
Credit Facility”). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date,
SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $ 75.0 million. The terms of the Encina
Credit Facility require a minimum drawn amount of $ 12.5 million at all times during the first six months following the closing date,
which increases to the greater of $ 25.0 million or 50 % of the commitment amount in effect at any time thereafter. The term of the Encina
Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus
4.0 %, with LIBOR having a floor of 0.75 %, with customary provisions related to the selection by the Lender and the Company of a replacement
benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on the Company’s
existing revolving credit facility with Madison Capital Funding, LLC were repaid and the revolving credit facility terminated.
19
On
October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company Agreement (the “LLC
Agreement”) to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is under joint control and is not consolidated.
SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd. (“SLF 2021”), which is a wholly owned subsidiary
of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and
second lien term loans or bonds in the primary and secondary markets.
Note 2.
Summary of Significant Accounting Policies
Basis
of Presentation
The accompanying consolidated financial statements
have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”),
are stated in U.S. Dollars and include the accounts of the Company and its wholly owned special purpose financing subsidiaries, Saratoga
Investment Funding, LLC (previously known as GSC Investment Funding LLC), SIF II, SBIC LP, SBIC II LP, SIA-ARC, Inc., SIA-Avionte, Inc.,
SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-TG, Inc., SIA-TT Inc. and SIA-Vector, Inc. All intercompany accounts and
transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us”
herein include Saratoga Investment Corp. and its consolidated subsidiaries, except as stated otherwise.
The
Company, SBIC LP and SBIC II LP are all considered to be investment companies for financial reporting purposes and have applied the guidance
in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “ Financial
Services — Investment Companies ” (“ASC 946”). There have been no changes to the Company, SBIC LP or SBIC
II LP’s status as investment companies during the six months ended August 31, 2022.
Principles
of Consolidation
Under
the investment company rules and regulations pursuant to ASC Topic 946, the Company is precluded from consolidating any entity other
than another investment company.
The
Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will
generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned
investment company subsidiary as the Company and TJHA each have an equal 50 % voting interest in SLF JV and thus neither party has a controlling
financial interest. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it
is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate
its investment in SLF JV.
Use of
Estimates in the Preparation of Financial Statements
The
preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the
date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially
from those estimates.
Cash and
Cash Equivalents
Cash
and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which
approximates fair value. Per section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another investment company, such as a
money market fund, if such investment would cause the Company to exceed any of the following limitations:
● we
were to own more than 3.0 % of the investment company’s total outstanding voting shares;
● we
were to hold securities in the investment company having an aggregate value in excess of 5.0 % of the value of our total assets; or
● we
were to hold securities in investment companies having an aggregate value in excess of 10.0 % of the value of our total assets.
As
of August 31, 2022, the Company did not exceed any of these limitations.
20
Cash and
Cash Equivalents, Reserve Accounts
Cash
and cash equivalents, reserve accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments
in money market funds, representing payments received on secured investments or other reserved amounts associated with the revolving
credit facilities. The Company is required to use these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance
with the terms of the revolving credit facilities.
In
addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and
short-term liquid investments in money market funds, within our wholly-owned subsidiaries, SBIC LP and SBIC II LP.
The
statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described
as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts.
The following table provides a reconciliation
of cash and cash equivalents and cash and cash equivalents, reserve accounts reported within the consolidated statements of assets and
liabilities that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
August 31,
2022
August 31,
2021
Cash and cash equivalents
$ 3,068,165
$ 60,268,602
Cash and cash equivalents, reserve accounts
9,579,226
13,040,805
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
$ 12,647,391
$ 73,309,407
Investment
Classification
The
Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “control investments”
are defined as investments in companies in which we own more than 25.0 % of the voting securities or maintain greater than 50.0 % of the
board representation. Under the 1940 Act, “affiliated investments” are defined as those non-control investments in companies
in which we own between 5.0 % and 25.0 % of the voting securities. Under the 1940 Act, “non-affiliated investments” are defined
as investments that are neither control investments nor affiliated investments.
Investment
Valuation
The
Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures
(“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy
based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires
the Company to assume that its investments are to be sold or its liabilities are to be transferred at the measurement date in the principal
market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical
market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable,
and willing and able to transact.
Investments
for which market quotations are readily available are fair valued at such market quotations obtained from independent third-party pricing
services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant
events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value
as approved, in good faith, by our board of directors based on input from our Manager, the audit committee of our board of directors
and a third-party independent valuation firm.
21
The
Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available,
as described below:
● Each
investment is initially valued by the responsible investment professionals of the Manager and preliminary valuation conclusions are documented,
reviewed and discussed with our senior management; and
● An
independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter
so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm
at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of
Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”) and the Class F-2-R-3 Notes tranche of the Saratoga CLO every
quarter.
In
addition, all our investments are subject to the following valuation process:
● The
audit committee of our board of directors reviews and approves each preliminary valuation and our Manager and independent valuation firm
(if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and
● Our
board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of our
Manager, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.
We
use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments
and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques
often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise
value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate. The types
of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable
value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future
interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies,
discounted cash flows and other relevant factors.
The
Company’s investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that
utilizes prepayment, re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics
of the underlying cash flow and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO,
when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an
appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including
projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs
are based on available market data and projections provided by third parties as well as management estimates. The Company uses the output
from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine
the valuation for our investment in Saratoga CLO.
The
Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value, or equivalent, of SLF JV
as a practical expedient for fair value, provided by ASC 820.
Because
such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate
over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that
would have been used if a ready market for these investments existed. The Company’s net asset value could be materially affected
if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately
realize upon the disposal of such investments.
22
In
December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund
valuation practices. New Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value
in good faith for purposes of the 1940 Act. Rule 2a-5 will permit boards of directors, subject to board oversight and certain other conditions,
to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily
available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a
security. The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping
requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues,
including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule
31a-4 became effective on March 8, 2021, and have a compliance date of September 8, 2022. While our board of directors has not
elected to designate Saratoga Investment Advisors as the valuation designee, the Company has adopted certain revisions to its
valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Derivative
Financial Instruments
The
Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC
815”). ASC 815 requires recognizing all derivative instruments as either assets or liabilities on the consolidated statements of
assets and liabilities at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty.
Changes in the values of derivative contracts are included in the consolidated statements of operations.
Investment
Transactions and Income Recognition
Purchases
and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization
of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The
Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums
on investments purchased are accreted/amortized using the effective yield method. The amortized cost of investments represents the original
cost adjusted for the accretion of discounts over the life of the investment and amortization of premiums on investments up to the earliest
call date.
Loans
are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest
is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized
as a reduction in principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual
status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may
make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At August 31,
2022, our investment in one portfolio company was on non-accrual status with a fair value of approximately $ 9.7 million,
or 1.0 % of the fair value of our portfolio. At February 28, 2022, there were no investments on non-accrual status.
Interest
income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic
325, Investments-Other, Beneficial Interests in Securitized Financial Assets , (“ASC 325”), based on the anticipated
yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or
estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield
are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was
changed.
Payment-in-Kind
Interest
The
Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision.
The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity,
is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company stops accruing PIK interest
if it is expected that the issuer will not be able to pay all principal and interest when due.
Dividend
Income
Dividend
income is recorded in the consolidated statements of operations when earned.
23
Structuring
and Advisory Fee Income
Structuring
and advisory fee income represents various fee income earned and received for performing certain investment structuring and advisory
activities during the closing of new investments.
Other
Income
Other
income includes prepayment income fees, and monitoring, administration and amendment fees and is recorded in the consolidated statements
of operations when earned.
Deferred
Debt Financing Costs
Financing
costs incurred in connection with our credit facility and notes are deferred and amortized using the straight-line method over the life
of the respective facility and debt securities. Financing costs incurred in connection with the SBA debentures of SBIC LP and SBIC II
LP are deferred and amortized using the straight-line method over the life of the debentures. Any discount or premium on the issuance
of any debt is amortized using the effective interest method over the life of the respective debt security.
The
Company presents deferred debt financing costs on the balance sheet as a contra-liability as a direct deduction from the carrying amount
of that debt liability, consistent with debt discounts.
Realized
Loss on Extinguishment of Debt
Upon
the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity
adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as
a loss upon extinguishment of the underlying debt obligation).
Contingencies
In
the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future
events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management
reasonably believes that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection
with such indemnifications.
In
the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to
bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain
financial instruments owned by the Company.
Income
Taxes
The
Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M
of the Code. By meeting these requirements, the Company will not be subject to corporate federal income taxes on ordinary income or capital
gains timely distributed to stockholders. Therefore, no provision has been recorded for federal income taxes, except as related to the
Taxable Blockers and long-term capital gains, when applicable.
In
order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90 % of
its “investment company taxable income”, as defined by the Code, for each fiscal tax year. The Company will be subject to
a nondeductible U.S. federal excise tax of 4 % on undistributed income if it does not distribute at least (1) 98 % of its net ordinary
income in any calendar year, (2) 98.2 % of its capital gain net income for each one-year period ending on October 31 and (3) any net ordinary
income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the
Company paid no U.S federal income tax.
Depending on the level of investment company taxable
income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment
company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay the 4.0 %
U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual
investment company taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes,
the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.
24
In
accordance with U.S. Treasury regulations and published guidance issued by the Internal Revenue Service (“IRS”), a publicly
offered RIC may treat a distribution of its own stock as counting toward its RIC distribution requirements if each stockholder elects
to receive his, her, or its entire distribution in either cash or stock of the RIC. This published guidance indicates that the rule will
apply where the aggregate amount of cash to be distributed to all stockholders is not at least 20.0 % of the aggregate declared distribution.
Under the published guidance, if too many stockholders elect to receive cash, the cash available for distribution must be allocated
among the stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder,
electing to receive cash, receive less than 20.0 % of his or her entire distribution in cash. If these and certain other requirements
are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could
have been received instead of stock.
The
Company may utilize wholly owned holding companies taxed under Subchapter C of the Code or tax blockers, when making equity investments
in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. Taxable Blockers are consolidated
in the Company’s U.S. GAAP financial statements and may result in current and deferred federal and state income tax expense with
respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s
tax-basis net investment income until distributed by the Taxable Blocker, which may result in timing and character differences between
the Company’s U.S. GAAP and tax-basis net investment income and realized gains and losses. Income tax expense or benefit from Taxable
Blockers related to net investment income are included in total operating expenses, while any expense or benefit related to federal or
state income tax originated for capital gains and losses are included together with the applicable net realized or unrealized gain or
loss line item. Deferred tax assets of the Taxable Blockers are reduced by a valuation allowance when, in the opinion of management,
it is more-likely than-not that some portion or all of the deferred tax assets will not be realized.
FASB
ASC Topic 740, Income Taxes, (“ASC 740”), provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to
be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would
be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized
tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 28, 2022, the
Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal.
The 2019, 2020, 2021 and 2022 federal tax years for the Company remain subject to examination by the IRS. As of August 31, 2022 and February
28, 2022, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that
the total amounts of unrecognized tax benefits will change significantly in the next 12 months.
Dividends
Dividends
to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors.
Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain some or all of our
net capital gains for reinvestment.
We
have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf
of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a
cash dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash
dividends automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the
option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases
of common stock by the DRIP plan administrator.
Capital
Gains Incentive Fee
The
Company records an expense accrual on the consolidated statements of operations relating to the capital gains incentive fee payable by
the Company to the Manager on the consolidated statements of assets and liabilities when the net realized and unrealized gain on its
investments exceed all net realized and unrealized capital losses on its investments because a capital gains incentive fee would be owed
to the Manager if the Company were to liquidate its investment portfolio at such time.
The
actual incentive fee payable to the Manager related to capital gains will be determined and payable in arrears at the end of each fiscal
year and only reflected those net realized capital gains net of realized and unrealized losses for the period.
25
Recent
Accounting Pronouncements
In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide
optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference
rate reform if certain criteria are met. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies
and under the Encina Credit Facility. Many of these agreements (including the credit agreements relating to the Encina Credit Facility)
include an alternative successor rate or language for choosing an alternative successor rate when LIBOR reference is no longer considered
to be appropriate. With respect to other agreements, the Company intends to work with its portfolio companies to modify agreements to
choose an alternative successor rate. Contract modifications are required to be evaluated in determining whether the modifications result
in the establishment of new contracts or the continuation of existing contracts. The standard is effective as of March 12, 2020 through
December 31, 2022. Management does not believe this optional guidance has a material impact on the Company’s consolidated financial
statements and disclosures.
Risk Management
In
the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the
risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements
and volatility in investment prices.
Credit
risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. The Company
is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a
major financial institution and credit risk related to any of its derivative counterparties.
The
Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments
are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders
of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.
Note 3.
Investments
As
noted above, the Company values all investments in accordance with ASC 820. As defined in ASC 820, fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the
measurement date.
ASC
820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used
in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment
and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can
be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment
used in measuring fair value.
Based
on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements
according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values.
Investments carried at fair value are classified and disclosed in one of the following three categories:
● Level
1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
● Level
2— Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the
reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs
that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument,
or inputs that are derived principally from, or corroborated by, observable market information. Investments that are generally included
in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level
of recent trading activity has been observed.
● Level 3—Pricing inputs are unobservable
for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be
based on the Company’s own assumptions about how market participants would price the asset or liability or may use Level 2
inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. Even if observable market
data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.)
are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private
company earnings, cash flows, etc.) is used in the valuation technique. We use multiple techniques for determining fair value based
on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of
the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and
estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value
is best expressed as a range of values from which the Company determines a single best estimate. The types of inputs and assumptions that
may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the
portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put
features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and
other relevant factors.
26
In
addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board
of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, we evaluate the source
of inputs, including any markets in which our investments are trading, in determining fair value.
The following table presents fair value measurements
of investments, by major class, as of August 31, 2022 (dollars in thousands), according to the fair value hierarchy:
Fair Value Measurements
Valued
Using Net
Level 1
Level 2
Level 3
Asset Value*
Total
First lien term loans
$ -
$ -
$ 793,011
-
$ 793,011
Second lien term loans
-
-
23,662
-
23,662
Unsecured term loans
-
-
16,841
-
16,841
Structured finance securities
-
-
32,327
-
32,327
Equity interests
-
-
82,096
6,727
88,823
Total
$ -
$ -
$ 947,937
$ 6,727
$ 954,664
* The Company’s equity investment in SLF JV is measured using
the proportionate share of the net asset value, or equivalent, as a practical expedient and thus has not been classified in the fair
value hierarchy.
The
following table presents fair value measurements of investments, by major class, as of February 28, 2022 (dollars in thousands), according
to the fair value hierarchy:
Fair Value Measurements
Valued
Using Net
Level 1
Level 2
Level 3
Asset Value*
Total
First lien term loans
$ -
$ -
$ 631,572
$ -
$ 631,572
Second lien term loans
-
-
44,386
-
44,386
Unsecured loans
-
-
15,931
-
15,931
Structured finance securities
-
-
38,030
-
38,030
Equity interests
-
-
75,632
12,016
87,648
Total
$ -
$ -
$ 805,551
$ 12,016
$ 817,567
* The
Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value, or equivalent, as a practical
expedient and thus has not been classified in the fair value hierarchy.
27
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the six months ended August 31, 2022 (dollars in thousands):
First lien
term loans
Second lien
term loans
Unsecured
term loans
Structured
finance
securities
Equity
interests
Total
Balance as of February 28, 2022
$ 631,572
$ 44,386
$ 15,931
$ 38,030
$ 75,632
$ 805,551
Payment-in-kind and other adjustments to cost
160
-
-
( 2,160 )
405
( 1,595 )
Net accretion of discount on investments
851
( 17 )
-
-
-
834
Net change in unrealized appreciation (depreciation) on investments
( 10,606 )
( 691 )
( 37 )
( 3,543 )
( 1,478 )
( 16,355 )
Purchases
241,133
4,950
947
-
9,537
256,567
Sales and repayments
( 70,262 )
( 24,966 )
-
-
( 9,944 )
( 105,172 )
Net realized gain (loss) from investments
163
-
-
-
7,944
8,107
Balance as of August 31, 2022
$ 793,011
$ 23,662
$ 16,841
$ 32,327
$ 82,096
$ 947,937
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period
$ ( 10,543 )
$ ( 881 )
$ ( 37 )
$ ( 3,544 )
$ 3,623
$ ( 11,382 )
Purchases,
PIK and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization
of income from discount/premium on debt securities, and PIK interests.
Sales
and repayments represent net proceeds received from investments sold and principal paydowns received during the period.
Transfers
and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings
in or out of Levels 1, 2 or 3 during the six months ended August 31, 2022.
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the six months ended August 31, 2021 (dollars in thousands):
First lien
term loans
Second lien
term loans
Unsecured
term loans
Structured
finance
securities
Equity
interests
Total
Balance as of February 28, 2021
$ 440,456
$ 24,930
$ 2,141
$ 49,779
$ 37,007
$ 554,313
Payment-in-kind and other adjustments to cost
389
30
498
658
331
1,906
Net accretion of discount on investments
874
10
-
-
-
884
Net change in unrealized appreciation (depreciation) on investments
285
73
49
2,499
17,283
20,189
Purchases
173,018
19,825
-
-
42,338
235,181
Sales and repayments
( 121,429 )
-
-
( 8,360 )
( 19,998 )
( 149,787 )
Net realized gain (loss) from investments
-
-
-
( 140 )
3,551
3,411
Balance as of August 31, 2021
$ 493,593
$ 44,868
$ 2,688
$ 44,436
$ 80,512
$ 666,097
Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the period
$ 1,790
$ 73
$ 49
$ 2,952
$ 16,605
$ 21,469
28
Transfers
and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings
in or out of Levels 1, 2 or 3 during the six months ended August 31, 2021.
The valuation techniques and significant unobservable
inputs used in recurring Level 3 fair value measurements of assets as of August 31, 2022 were as follows (dollars in thousands):
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted Average*
First lien term loans
$
793,011
Market Comparables
Market Yield (%)
8.1% - 16.4%
10.7
%
Revenue Multiples (x)
3.0x - 8.0x
4.4
x
Second lien term loans
23,662
Market Comparables
Market Yield (%)
10.0% - 46.5%
26.1
%
Unsecured term loans
16,841
Market Comparables
Market Yield (%)
10.0% - 25.5%
12.6
%
Collateral Value Coverage
Net Asset Value
100.0%
100.0
%
Structured finance securities
32,327
Discounted Cash Flow
Discount Rate (%)
13.0% - 18.0%
16.7
%
Recovery Rate (%)
35% - 70%
70.0
%
Prepayment Rate (%)
20.0%
20.0
%
Equity interests
82,096
Enterprise Value Waterfall
EBITDA Multiples (x)
4.0x - 28.6x
9.9
x
Revenue Multiples (x)
1.0x - 11.7x
6.1
x
Total
$
947,937
* The weighted average in the table above is calculated based
on each investment’s fair value weighting, using the applicable unobservable input.
The valuation techniques and significant unobservable inputs used
in recurring Level 3 fair value measurements of assets as of February 28, 2022 were as follows (dollars in thousands):
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted Average*
First lien term loans
$ 631,572
Market Comparables
Market Yield (%)
6.0% - 11.3%
8.4 %
Revenue Multiples (x)
3.5x
3.5 x
Second lien term loans
44,386
Market Comparables
Market Yield (%)
8.9% - 32.9%
15.6 %
EBITDA Multiples (x)
7.5x
7.5 x
Unsecured term loans
15,931
Market Comparables
Market Yield (%)
22.3%
22.3 %
Net Asset Value
100.0%
100.0 %
Structured finance securities
38,030
Discounted Cash Flow
Discount Rate (%)
10.0% - 15.0%
14.2 %
Recovery Rate (%)
35.0% - 70.0%
70.0 %
Prepayment Rate (%)
20.0%
20.0 %
Equity interests
75,632
Enterprise Value Waterfall
EBITDA Multiples (x)
4.0x - 14.0x
9.7 x
Revenue Multiples (x)
0.5x - 38.3x
4.6 x
Third-party bid
100.0%
100.0 %
Total
$ 805,551
* The weighted average in the table above is calculated based
on each investment’s fair value weighting, using the applicable unobservable input.
29
For
investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation,
would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the earnings before
interest, tax, depreciation and amortization (“EBITDA”) or revenue valuation multiples, in isolation, would result in a significantly
higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease)
in the discount rate, and prepayment rate, in isolation, would result in a significantly lower (higher) fair value measurement while
a significant increase (decrease) in recovery rate, in isolation, would result in a significantly higher (lower) fair value measurement.
For investments utilizing a third-party bid or market quote in deriving a value, a significant increase (decrease) in the third-party
bid or market quote, in isolation, would result in a significantly higher (lower) fair value measurement.
The composition of our investments as of August 31, 2022
at amortized cost and fair value was as follows (dollars in thousands):
Investments
at Amortized
Cost
Amortized
Cost
Percentage
of Total
Portfolio
Investments at
Fair Value
Fair Value
Percentage
of Total
Portfolio
First lien term loans
$ 803,082
84.0 %
$ 793,011
83.0 %
Second lien term loans
29,829
3.1
23,662
2.5
Unsecured term loans
17,051
1.8
16,841
1.8
Structured finance securities
39,489
4.1
32,327
3.4
Equity interests
66,486
7.0
88,823
9.3
Total
$ 955,937
100.0 %
$ 954,664
100.0 %
The composition of our investments as of February 28, 2022
at amortized cost and fair value was as follows (dollars in thousands):
Investments
at Amortized
Cost
Amortized
Cost
Percentage
of Total
Portfolio
Investments at
Fair Value
Fair Value
Percentage
of Total
Portfolio
First lien term loans
$ 631,037
79.3 %
$ 631,572
77.3 %
Second lien term loans
49,862
6.3
44,386
5.4
Unsecured term loans
16,104
2.0
15,931
1.9
Structured finance securities
41,648
5.2
38,030
4.7
Equity interests
57,597
7.2
87,648
10.7
Total
$ 796,248
100.0 %
$ 817,567
100.0 %
30
For
loans and debt securities for which market quotations are not available, we determine their fair value based on third party indicative
broker quotes, where available, or the inputs that a hypothetical market participant would use to value the security in a current hypothetical
sale using a market comparables valuation technique. In applying the market comparables valuation technique, we determine the fair value
based on such factors as market participant inputs including synthetic credit ratings, estimated remaining life, current market yield
and interest rate spreads of similar securities as of the measurement date. If, in our judgment, the market comparables technique is
not sufficient or appropriate, we may use additional techniques such as an asset liquidation or expected recovery model.
For
equity securities of portfolio companies and partnership interests, we determine the fair value using an enterprise value waterfall valuation
technique. Under the enterprise value waterfall valuation technique, we determine the enterprise fair value of the portfolio company
and then waterfall the enterprise value over the portfolio company’s securities in order of their preference relative to one another.
To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation techniques and factors
based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The techniques for performing
investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable
companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering
offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent
investments in the equity securities of the portfolio company. For non-performing investments, we may estimate the liquidation or collateral
value of the portfolio company’s assets and liabilities. We also take into account historical and anticipated financial results.
Our
investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment,
re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the
underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when
available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate
substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected
default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based
on available market data and projections provided by third parties as well as management estimates. We ran Intex models based on inputs
about the refinanced Saratoga CLO’s structure, including capital structure, cost of liabilities and reinvestment period. We use
the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash
flows to determine a valuation for our investment in Saratoga CLO at August 31, 2022. The inputs at August 31, 2022 for the valuation
model include:
● Default
rate: 2%
● Recovery
rate: 35% -70%
● Discount
rate: 13% – 18%
● Prepayment
rate: 20%
● Reinvestment
rate / price: $97.00 for twelve months; then L+365bps / $99.00
Investment
Concentration
Set
forth is a brief description of each portfolio company in which the fair value of our investment represents greater than 5 % of our total
assets as of August 31, 2022.
Hematerra Holdings Company, LLC
HemaTerra Holding Company, LLC provides SaaS-based
software solutions addressing complex supply chain issues across a variety of medical environments, including blood, plasma, tissue, implants
and DNA sample management, to customers in blood centers, hospitals, pharmaceuticals, and law enforcement settings.
31
Buildout,
Inc.
Buildout, Inc. provides SaaS-based real estate
marketing and customer relationship management (“CRM”) software to commercial real estate (“CRE”) brokerages.
Buildout provides a suite of software solutions brokers use to manage relationships, efficiently create and distribute marketing materials
over a wide variety of channels, including direct mail, multiple listing websites, brokerage website, property specific websites and manage
back office functions like commission calculations and broker productivity.
Artemis
Wax Corp.
Artemis
Wax Corporation is a U.S. based retail aggregator of European Wax Center (“EWC”) franchise locations with a concentration in
the northeast. Founded in 2004, EWC is the largest U.S. body waxing national chain with more than 800 locations across the country.
Granite
Comfort, LP
Granite
Comfort, LP provides traditional service and replacement of HVAC / plumbing systems, as well as a rental model that is in the early stages
of implementation.
Note 4.
Investment in Saratoga CLO
On
January 22, 2008, the Company entered into a collateral management agreement with Saratoga CLO, pursuant to which the Company acts as
its collateral manager. The Saratoga CLO was initially refinanced in October 2013 with its reinvestment period extended to October 2016.
On November 15, 2016, the Company completed a second refinancing of the Saratoga CLO with its reinvestment period extended to October
2018.
On
December 14, 2018, the Company completed a third refinancing and upsize of the Saratoga CLO (the “2013-1 Reset CLO Notes”).
The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021, and extended its legal maturity
date to January 2030 . A non-call period ending January 2020 was also added. Following this refinancing, the Saratoga CLO portfolio increased
its aggregate principal amount from approximately $ 300.0 million to approximately $ 500.0 million of predominantly senior secured first
lien term loans. In addition to refinancing its liabilities, the Company invested an additional $ 13.8 million in all of the newly issued
subordinated notes of the Saratoga CLO and also purchased $ 2.5 million in aggregate principal amount of the Class F-R-2 and $ 7.5 million
in aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75 % and 3M USD LIBOR plus
10.00 %, respectively. As part of this refinancing, the Company also redeemed our existing $ 4.5 million in aggregate amount of the Class
F notes tranche at par.
On
February 11, 2020, the Company entered into an unsecured loan agreement with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO
2013-1 Warehouse 2”), a wholly owned subsidiary Saratoga CLO.
On
February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This fourth Saratoga CLO refinancing, among other
things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. The non-call period
was extended to February 2022. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $ 500 million
in assets to approximately $ 650 million. As part of this refinancing and upsizing, the Company invested an additional $ 14.0 million in
all of the newly issued subordinated notes of the Saratoga CLO, and purchased $ 17.9 million in aggregate principal amount of the Class
F-R-3 Notes tranche at par. Concurrently, the existing $ 2.5 million of Class F-R-2 Notes, $ 7.5 million of Class G-R-2 Notes and $ 25.0
million of the CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $ 2.6 million of transaction costs related to the refinancing
and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable
of $ 2.6 million was repaid in full.
On
August 9, 2021, the Company exchanged its existing $ 17.9 million Class F-R-3 Notes for $ 8.5 million Class F-1-R-3 Notes and $ 9.4 million
Class F-2-R-3 Notes at par. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss
of $ 0.1 million.
32
The
Saratoga CLO remains 100.0 % owned and managed by the Company. We receive a base management fee of 0.10 % per annum and a subordinated
management fee of 0.40 % per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of
available proceeds. Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer
entitled to an incentive management fee equal to 20.0 % of excess cash flow to the extent the Saratoga CLO subordinated notes receive
an internal rate of return paid in cash equal to or greater than 12.0%.
For
the three months ended August 31, 2022 and August 31, 2021, we accrued management fee income of $ 0.8 million and $ 0.8 million, respectively,
and interest income of $ 0.4 million and $ 1.3 million, respectively, from the subordinated notes of Saratoga CLO.
For
the six months ended August 31, 2022 and August 31, 2021, we accrued management fee income of $ 1.6 million and $ 1.6 million, respectively,
and interest income of $ 1.0 million and $ 2.4 million, respectively, from the subordinated notes of Saratoga CLO.
As of August 31, 2022, the aggregate principal amounts of the Company’s
investments in the subordinated notes and Class F-2-R-3 Notes of the Saratoga CLO was $ 111.0 million and $ 9.4 million, respectively, which
had a corresponding fair value of $ 23.4 million and $ 8.9 million, respectively. The Company determines the fair value of its investment
in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over
the life of Saratoga CLO. As of August 31, 2022, Saratoga CLO had investments with a principal balance of $ 653.4 million and a weighted
average spread over LIBOR of 3.7 % and had debt with a principal balance of $ 611.0 million with a weighted average spread over LIBOR of
2.2 %. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest
expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated
notes. As of August 31, 2022, the present value of the projected future cash flows of the subordinated notes was approximately $ 23.4 million,
using a 18.0 % discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $ 57.8 million, which consists
of investments of $ 30 million in January 2008, $ 13.8 million in December 2018 and $ 14.0 million in February 2021; to date, the Company
has since received distributions of $ 76.1 million, management fees of $ 31.5 million and incentive fees of $ 1.2 million.
As
of February 28, 2022, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $ 28.7
million. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value
of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of February 28, 2022, the fair value of
its investment in the Class F-R-3 Notes was $ 9.4 million. As of February 28, 2022, Saratoga CLO had investments with a principal balance
of $ 660.2 million and a weighted average spread over LIBOR of 3.7 % and had debt with a principal balance of $ 611.0 million with a weighted
average spread over LIBOR of 2.2 %. As a result, Saratoga CLO earns a “spread” between the interest income it receives on
its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company
as the holder of its subordinated notes. As of February 28, 2022, the present value of the projected future cash flows of the subordinated
notes was approximately $ 27.9 million, using a 15.0 % discount rate.
Below
is certain financial information from the separate financial statements of Saratoga CLO as of August 31, 2022 (unaudited) and February
28, 2022 and for the three and six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited).
33
Saratoga Investment Corp. CLO
2013-1, Ltd.
Statements of Assets
and Liabilities
August 31,
2022
February 28,
2022
(unaudited)
ASSETS
Investments at fair value
Loans at fair value (amortized cost of $ 644,334,357 and $ 653,022,265 , respectively)
$ 604,030,601
$ 638,929,660
Equities at fair value (amortized cost of $ 0 and $ 0 , respectively)
-
33,690
Total investments at fair value (amortized cost of $ 644,334,357 and $ 653,022,265 , respectively)
604,030,601
638,963,350
Cash and cash equivalents
11,877,748
6,171,793
Receivable from open trades
4,213,956
9,152,660
Interest receivable (net of reserve of $ 261,203 and $ 0 , respectively)
2,794,158
2,062,856
Due from affiliate (See Note 7)
25,209
-
Prepaid expenses and other assets
56,209
100,067
Total assets
$ 622,997,881
$ 656,450,726
LIABILITIES
Interest payable
$ 3,521,003
$ 1,659,776
Payable from open trades
9,263,750
18,794,627
Accrued base management fee
72,710
72,510
Accrued subordinated management fee
290,841
290,040
Accounts payable and accrued expenses
135,556
58,716
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes:
Class A-1-R-3 Senior Secured Floating Rate Notes
357,500,000
357,500,000
Class A-2-R-3 Senior Secured Floating Rate Notes
65,000,000
65,000,000
Class B-FL-R-3 Senior Secured Floating Rate Notes
60,500,000
60,500,000
Class B-FXD-R-3 Senior Secured Fixed Rate Notes
11,000,000
11,000,000
Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes
26,000,000
26,000,000
Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes
6,500,000
6,500,000
Class D-R-3 Deferrable Mezzanine Floating Rate Notes
39,000,000
39,000,000
Discount on Class D-R-3 Notes
( 256,168 )
( 268,301 )
Class E-R-3 Deferrable Mezzanine Floating Rate Notes
27,625,000
27,625,000
Discount on Class E-R-3 Notes
( 2,661,304 )
( 2,787,348 )
Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes
8,500,000
8,500,000
Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes
9,375,000
9,375,000
Deferred debt financing costs
( 1,992,002 )
( 2,086,928 )
Subordinated Notes
111,000,000
111,000,000
Discount on Subordinated Notes
( 42,091,366 )
( 44,084,883 )
Total liabilities
$ 688,283,020
$ 693,648,209
Commitments and contingencies
NET ASSETS
Ordinary equity, par value $ 1.00 , 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively
$ 250
$ 250
Total distributable earnings (loss)
( 65,285,389 )
( 37,197,733 )
Total net assets
( 65,285,139 )
( 37,197,483 )
Total liabilities and net assets
$ 622,997,881
$ 656,450,726
See accompanying notes to financial statements
34
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Statements of Operations
(unaudited)
For the three months ended
For the six months ended
August 31,
2022
August 31,
2021
August 31,
2022
August 31,
2021
INVESTMENT INCOME
Total interest from investments
$ 9,176,167
$ 7,866,198
$ 17,321,614
$ 15,613,938
Interest from cash and cash equivalents
6,105
119
6,105
691
Other income
12,108
200,320
115,604
517,377
Total investment income
9,194,380
8,066,637
17,443,323
16,132,006
EXPENSES
Interest and debt financing expenses
8,577,449
5,569,557
16,109,813
10,405,734
Base management fee
163,405
162,925
326,598
326,571
Subordinated management fee
653,619
651,697
1,306,390
1,306,283
Professional fees
129,229
109,691
210,393
145,357
Trustee expenses
64,742
121,329
132,828
121,329
Other expense
113,216
54,156
151,305
113,939
Total expenses
9,701,660
6,669,355
18,237,327
12,419,213
NET INVESTMENT INCOME (LOSS)
( 507,280 )
1,397,282
( 794,004 )
3,712,793
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized gain (loss) from investments
( 1,144,858 )
175,669
( 1,067,201 )
( 389,425 )
Net change in unrealized appreciation (depreciation) on investments
( 1,544,463 )
( 662,095 )
( 26,226,451 )
( 1,143,192 )
Net realized and unrealized gain (loss) on investments
( 2,689,321 )
( 486,426 )
( 27,293,652 )
( 1,532,617 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 3,196,601 )
$ 910,856
$ ( 28,087,656 )
$ 2,180,176
See accompanying notes to financial statements
35
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
August 31, 2022
(unaudited)
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
19TH HOLDINGS GOLF, LLC
Consumer goods: Durable
Term Loan
Loan
1M USD SOFR+
3.00 %
0.50 %
5.39 %
2/7/2029
$ 500,000
$ 497,718
$ 465,000
888 Acquisitions Limited
Hotel, Gaming & Leisure
Term Loan B
Loan
6M USD SOFR+
5.25 %
0.00 %
8.28 %
7/8/2028
2,000,000
1,702,661
1,723,340
ADMI Corp.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.27 %
4/30/2025
1,920,276
1,916,024
1,803,734
Adtalem Global Education Inc.
Services: Business
Term Loan B (02/21)
Loan
1M USD LIBOR+
4.00 %
0.75 %
6.37 %
8/11/2028
1,033,969
1,025,096
1,022,336
Aegis Sciences Corporation
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
8.41 %
5/9/2025
2,441,552
2,431,668
2,370,747
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (1/19)
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.13 %
1/4/2026
1,476,058
1,470,109
1,439,156
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (09/20)
Loan
1M USD LIBOR+
2.75 %
0.75 %
5.13 %
1/4/2026
214,286
212,857
208,929
AHEAD DB Holdings, LLC
Services: Business
Term Loan (04/21)
Loan
3M USD LIBOR+
3.75 %
0.75 %
6.01 %
10/18/2027
2,970,000
2,878,591
2,891,295
AI Convoy (Luxembourg) S.a.r.l.
Aerospace & Defense
Term Loan B (USD)
Loan
6M USD LIBOR+
3.50 %
1.00 %
5.05 %
1/18/2027
1,462,072
1,457,624
1,430,477
Air Canada
Transportation: Consumer
Term Loan B (07/21)
Loan
3M USD LIBOR+
3.50 %
0.75 %
6.42 %
8/11/2028
2,000,000
1,851,463
1,930,360
AIS HoldCo, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.00 %
7.81 %
8/15/2025
4,789,642
4,686,035
4,622,004
Alchemy Copyrights, LLC
Media: Diversified & Production
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.50 %
5.37 %
3/10/2028
491,269
488,557
483,900
Alchemy US Holdco 1, LLC
Metals & Mining
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
5.60 %
10/10/2025
1,654,803
1,642,240
1,582,819
AlixPartners, LLP
Banking, Finance, Insurance & Real Estate
Term Loan B (01/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.27 %
2/4/2028
246,875
246,389
240,878
Alkermes, Inc.
Healthcare & Pharmaceuticals
Term Loan B (3/21)
Loan
1M USD LIBOR+
2.50 %
0.50 %
4.88 %
3/12/2026
2,137,039
2,121,720
2,046,214
Allen Media, LLC
Media: Diversified & Production
Term Loan (7/21)
Loan
3M USD SOFR+
5.50 %
0.00 %
7.70 %
2/10/2027
4,416,858
4,388,245
3,854,812
Alliant Holdings Intermediate, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B4
Loan
1M USD LIBOR+
3.50 %
0.50 %
5.88 %
11/5/2027
992,500
991,536
964,710
Allied Universal Holdco LLC
Services: Business
Term Loan 4/21
Loan
1M USD LIBOR+
3.75 %
0.50 %
6.27 %
5/12/2028
1,985,000
1,976,181
1,890,971
Altisource Solutions S.a r.l.
Banking, Finance, Insurance & Real Estate
Term Loan B (03/18)
Loan
3M USD LIBOR+
4.00 %
1.00 %
6.25 %
4/3/2024
1,223,297
1,220,817
1,010,138
Altium Packaging LLC
Containers, Packaging & Glass
Term Loan (01/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.13 %
1/29/2028
493,750
491,725
477,397
American Greetings Corporation
Media: Advertising, Printing & Publishing
Term Loan
Loan
1M USD LIBOR+
4.50 %
1.00 %
6.88 %
4/6/2024
3,012,861
3,011,294
2,967,668
American Trailer World Corp
Automotive
Term Loan
Loan
1M USD SOFR+
3.75 %
0.75 %
6.31 %
3/3/2028
1,980,000
1,975,170
1,843,380
AmWINS Group, LLC
Banking, Finance, Insurance & Real Estate
Term Loan 2/21
Loan
1M USD LIBOR+
2.25 %
0.75 %
4.77 %
2/17/2028
1,970,012
1,949,039
1,921,214
Anastasia Parent LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
6.00 %
8/11/2025
962,500
960,273
779,625
Anchor Glass Container Corporation
Containers, Packaging & Glass
Term Loan (07/17)
Loan
3M USD LIBOR+
2.75 %
1.00 %
5.10 %
12/7/2023
472,625
472,098
374,437
ANI Pharmaceuticals, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
6.00 %
0.75 %
8.52 %
11/19/2027
2,985,000
2,933,021
2,858,138
AP Core Holdings II LLC
High Tech Industries
Term Loan B2
Loan
1M USD LIBOR+
5.50 %
0.75 %
8.02 %
9/1/2027
500,000
493,572
472,915
AP Core Holdings II LLC
High Tech Industries
Term Loan B1
Loan
1M USD LIBOR+
5.50 %
0.75 %
8.02 %
9/1/2027
1,925,000
1,900,214
1,817,200
APEX GROUP TREASURY LIMITED
Banking, Finance, Insurance & Real Estate
Term Loan Incremental
Loan
1M USD SOFR+
5.00 %
0.50 %
6.73 %
7/27/2028
500,000
467,500
488,125
APi Group DE, Inc. (J2 Acquisition)
Services: Business
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
10/1/2026
1,928,237
1,921,239
1,896,305
APLP Holdings Limited Partnership
Energy: Electricity
Term Loan B (3/21)
Loan
3M USD LIBOR+
3.75 %
1.00 %
6.00 %
5/14/2027
577,859
573,198
571,000
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.27 %
5/15/2026
2,954,315
2,925,168
2,836,142
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B1 (2/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
5.94 %
3/6/2028
987,500
979,308
948,000
AppLovin Corporation
High Tech Industries
Term Loan B
Loan
3M USD LIBOR+
3.25 %
0.00 %
5.50 %
8/15/2025
984,694
984,694
964,646
36
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
AppLovin Corporation
High Tech Industries
Term Loan (10/21)
Loan
3M USD LIBOR+
3.00 %
0.50 %
5.25 %
10/21/2028
1,496,250
1,492,933
1,452,305
Aramark Corporation
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
1/15/2027
2,331,250
2,274,480
2,269,472
Aramark Corporation
Services: Consumer
Term Loan B (4/21)
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
4/1/2028
1,753,715
1,746,448
1,740,562
ARC FALCON I INC. (a)
Chemicals, Plastics, & Rubber
Delayed Draw Term Loan
Loan
N/A
N/A
N/A
N/A
9/29/2028
-
( 556 )
( 7,112 )
ARC FALCON I INC.
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.50 %
6.27 %
9/23/2028
868,248
864,411
819,774
Arches Buyer Inc.
Services: Consumer
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.50 %
5.77 %
12/6/2027
1,484,848
1,476,025
1,399,782
Arctic Glacier U.S.A., Inc.
Beverage, Food & Tobacco
Term Loan (3/18)
Loan
3M USD LIBOR+
3.50 %
1.00 %
4.51 %
3/20/2024
-
6,733
-
Aretec Group, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/18)
Loan
1M USD SOFR+
4.25 %
0.00 %
6.71 %
10/1/2025
1,926,183
1,922,154
1,880,437
ASP BLADE HOLDINGS, INC.
Capital Equipment
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.50 %
6.52 %
10/7/2028
99,529
99,091
92,705
Asplundh Tree Expert, LLC
Services: Business
Term Loan 2/21
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
9/7/2027
982,500
978,862
966,947
AssuredPartners Capital, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B (2/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
6.02 %
2/12/2027
994,898
991,383
966,543
Assuredpartners Inc.
Banking, Finance, Insurance & Real Estate
Incremental Term Loan (7/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
6.02 %
2/12/2027
990,000
990,000
960,607
Assuredpartners Inc.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD SOFR+
3.50 %
0.50 %
5.96 %
2/12/2027
498,750
497,674
484,566
ASTRO ONE ACQUISITION CORPORATION
Consumer goods: Durable
Term Loan
Loan
3M USD LIBOR+
5.50 %
0.75 %
7.75 %
9/15/2028
2,985,000
2,958,780
2,497,460
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B8
Loan
1M USD LIBOR+
3.25 %
0.00 %
5.77 %
12/18/2026
2,979,985
2,970,313
2,724,570
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B10
Loan
1M USD SOFR+
4.00 %
0.00 %
6.40 %
8/19/2028
2,000,000
1,900,276
1,863,340
ATHENAHEALTH GROUP INC. (a)
Healthcare & Pharmaceuticals
Delayed Draw Term Loan (02/22)
Loan
N/A
N/A
N/A
N/A
2/15/2029
-
-
( 9,783 )
ATHENAHEALTH GROUP INC.
Healthcare & Pharmaceuticals
Term Loan B (2/22)
Loan
1M USD SOFR+
3.50 %
0.50 %
5.80 %
2/15/2029
1,282,609
1,276,829
1,224,891
Avast Software S.R.O. (Sybil Finance)
High Tech Industries
Term Loan (Sybil Software)
Loan
3M USD LIBOR+
1.75 %
0.00 %
4.00 %
3/22/2028
1,875,000
1,871,036
1,865,231
Avaya, Inc.
Telecommunications
Term Loan B1
Loan
1M USD LIBOR+
4.25 %
0.00 %
6.64 %
12/15/2027
1,755,766
1,748,093
992,008
Avaya, Inc.
Telecommunications
Term Loan B-2 (2/21)
Loan
1M USD LIBOR+
4.00 %
0.00 %
6.39 %
12/15/2027
1,000,000
1,000,000
559,380
Avison Young (Canada) Inc
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.75 %
0.00 %
8.00 %
1/31/2026
3,388,438
3,357,091
3,219,016
Avison Young (Canada) Inc
Services: Business
Term Loan (08/22)
Loan
1M USD SOFR+
7.00 %
0.00 %
9.49 %
1/31/2026
750,000
705,347
716,250
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B3
Loan
1M USD LIBOR+
1.75 %
0.75 %
4.12 %
1/15/2025
1,000,000
916,194
983,330
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B5 (7/21)
Loan
1M USD LIBOR+
2.25 %
0.50 %
4.62 %
12/1/2027
492,500
488,674
483,512
AZURITY PHARMACEUTICALS, INC.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD LIBOR+
6.00 %
0.75 %
8.31 %
9/20/2027
487,500
474,379
433,875
B&G Foods, Inc.
Beverage, Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
10/10/2026
706,458
702,199
673,121
B.C. Unlimited Liability Co (Burger King)
Beverage, Food & Tobacco
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
11/19/2026
1,462,500
1,434,644
1,418,318
BAKELITE UK INTERMEDIATE LTD.
Chemicals, Plastics, & Rubber
Term Loan
Loan
3M USD SOFR+
4.00 %
0.50 %
6.16 %
2/1/2029
1,000,000
995,200
955,000
Baldwin Risk Partners, LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.50 %
5.88 %
10/14/2027
1,232,550
1,220,752
1,200,196
Bausch Health Companies Inc.
Healthcare & Pharmaceuticals
Term Loan B (1/22)
Loan
1M USD SOFR+
5.25 %
0.50 %
7.66 %
2/1/2027
2,000,000
1,795,000
1,590,000
BCPE Empire Holdings, Inc.
Services: Business
Term Loan Amendment 3
Loan
1M USD SOFR+
4.63 %
0.00 %
7.18 %
6/11/2026
498,750
481,970
482,541
Belfor Holdings Inc.
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.00 %
6.52 %
4/6/2026
246,819
246,653
243,117
37
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Belfor Holdings Inc.
Services: Consumer
Term Loan B-2 (3/22)
Loan
1M USD SOFR+
4.25 %
0.50 %
6.71 %
4/6/2026
1,000,000
972,460
985,000
Belron Finance US LLC
Automotive
Term Loan B (3/21)
Loan
3M USD LIBOR+
2.50 %
0.50 %
5.38 %
4/13/2028
1,975,000
1,958,729
1,942,294
Bengal Debt Merger Sub LLC
Beverage, Food & Tobacco
Term Loan
Loan
1M USD SOFR+
3.25 %
0.50 %
5.68 %
1/24/2029
2,000,000
1,998,507
1,914,280
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (6/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.27 %
4/23/2026
1,472,597
1,464,443
1,424,738
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
4/23/2026
984,810
979,466
951,573
Blucora, Inc.
Services: Consumer
Term Loan (11/17)
Loan
3M USD LIBOR+
4.00 %
1.00 %
6.25 %
5/22/2024
2,287,052
2,283,201
2,269,899
Blue Tree Holdings, Inc.
Chemicals, Plastics, & Rubber
Term Loan (2/21)
Loan
3M USD LIBOR+
2.50 %
0.00 %
4.76 %
3/4/2028
987,500
985,520
957,875
Bombardier Recreational Products, Inc.
Consumer goods: Durable
Term Loan (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
4.52 %
5/24/2027
1,462,549
1,455,033
1,408,801
Boxer Parent Company, Inc.
High Tech Industries
Term Loan (2/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
6.12 %
10/2/2025
519,820
519,820
500,675
Bracket Intermediate Holding Corp
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
4.25 %
0.00 %
6.54 %
9/5/2025
962,500
960,298
940,844
BrightSpring Health Services
(Phoenix Guarantor)
Healthcare & Pharmaceuticals
Term Loan B-3
Loan
1M USD LIBOR+
3.50 %
0.00 %
5.94 %
3/5/2026
987,500
987,500
954,419
BroadStreet Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B3
Loan
1M USD LIBOR+
3.00 %
0.00 %
5.52 %
1/22/2027
2,963,947
2,959,109
2,870,256
Brookfield WEC Holdings Inc.
Energy: Electricity
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.27 %
8/1/2025
1,470,075
1,471,797
1,433,147
BROWN GROUP HOLDING, LLC
Aerospace & Defense
Term Loan B-2
Loan
1M USD SOFR+
3.75 %
0.00 %
6.21 %
6/8/2029
500,000
487,659
492,410
Buckeye Partners, L.P.
Utilities: Oil & Gas
Term Loan (1/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.62 %
11/1/2026
1,960,138
1,949,299
1,927,168
BW Gas & Convenience Holdings LLC
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.50 %
6.02 %
3/31/2028
2,475,000
2,454,497
2,376,000
Callaway Golf Company
Retail
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.00 %
7.02 %
1/4/2026
678,750
671,259
676,490
Camping World, Inc.
Retail
Term Loan B (5/21)
Loan
1M USD LIBOR+
2.50 %
0.75 %
4.99 %
6/5/2028
2,500,000
2,263,750
2,332,825
CareerBuilder, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
6.75 %
1.00 %
9.00 %
7/31/2023
5,393,388
5,296,559
3,437,152
CareStream Health, Inc.
Containers, Packaging & Glass
Term Loan B
Loan
1M USD LIBOR+
4.00 %
0.00 %
6.52 %
7/18/2026
982,278
975,165
958,949
Casa Systems, Inc
Telecommunications
Term Loan
Loan
3M USD LIBOR+
4.00 %
1.00 %
6.25 %
12/20/2023
1,383,625
1,380,672
1,170,893
Castle US Holding Corporation
Media: Advertising, Printing & Publishing
Term Loan B (USD)
Loan
1M USD LIBOR+
3.75 %
0.00 %
6.27 %
1/27/2027
1,971,757
1,961,464
1,651,347
CBI BUYER, INC.
Consumer goods: Durable
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.50 %
5.65 %
1/6/2028
2,984,962
2,816,427
2,703,868
CCC Intelligent Solutions Inc.
Services: Business
Term Loan B
Loan
3M USD LIBOR+
2.25 %
0.50 %
4.50 %
9/16/2028
248,750
248,206
243,360
CCI Buyer, Inc
Telecommunications
Term Loan
Loan
3M USD SOFR+
4.00 %
0.75 %
6.05 %
12/17/2027
246,875
244,910
237,000
CCRR Parent, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD LIBOR+
3.75 %
0.75 %
6.01 %
3/5/2028
987,500
983,313
957,875
CCS-CMGC Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
8.02 %
9/25/2025
2,412,500
2,400,790
2,346,156
CDK GLOBAL, INC.
High Tech Industries
Term Loan B
Loan
3M USD SOFR+
4.50 %
0.50 %
6.61 %
7/6/2029
1,000,000
970,484
973,470
Cengage Learning, Inc.
Media: Advertising, Printing & Publishing
Term Loan B (6/21)
Loan
6M USD LIBOR+
4.75 %
1.00 %
7.81 %
7/14/2026
2,977,500
2,953,751
2,808,408
CENTURI GROUP, INC.
Construction & Building
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.50 %
5.02 %
8/27/2028
883,330
875,628
859,868
CenturyLink, Inc.
Telecommunications
Term Loan B (1/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
3/15/2027
3,909,849
3,904,921
3,675,258
Charlotte Buyer, Inc.
Services: Business
Term Loan B
Loan
3M USD SOFR+
5.25 %
0.00 %
7.98 %
2/3/2028
1,500,000
1,395,658
1,436,250
Chemours Company, (The)
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.28 %
4/3/2025
910,346
880,516
886,450
Churchill Downs Incorporated
Hotel, Gaming & Leisure
Term Loan B1 (3/21)
Loan
1M USD LIBOR+
2.00 %
0.00 %
4.53 %
3/17/2028
493,750
492,743
483,875
CIMPRESS PUBLIC LIMITED COMPANY
Media: Advertising, Printing & Publishing
USD Term Loan
Loan
1M USD LIBOR+
3.50 %
0.50 %
6.02 %
5/17/2028
1,990,000
1,895,264
1,895,475
CITADEL SECURITIES LP
Banking, Finance, Insurance & Real Estate
Term Loan B (01/21)
Loan
1M USD SOFR+
2.50 %
0.00 %
5.07 %
2/2/2028
4,937,500
4,933,271
4,823,345
38
Issuer
Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Clarios Global
LP
Automotive
Term Loan B1
Loan
1M USD LIBOR+
3.25 %
0.00 %
5.77 %
4/30/2026
1,267,812
1,260,246
1,232,313
Claros Mortgage Trust, Inc
Banking, Finance, Insurance & Real Estate
Term Loan B-1 (11/21)
Loan
1M USD SOFR+
4.50 %
0.50 %
6.89 %
8/9/2026
3,457,336
3,437,160
3,362,259
CLYDESDALE ACQUISITION HOLDINGS,
INC.
Containers, Packaging & Glass
Term Loan B
Loan
1M USD SOFR+
4.18 %
0.50 %
6.73 %
4/13/2029
1,500,000
1,464,024
1,445,370
Cole Haan
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
5.50 %
0.00 %
8.02 %
2/7/2025
900,000
895,403
801,000
Columbus McKinnon Corporation
Capital Equipment
Term Loan (4/21)
Loan
3M USD LIBOR+
2.75 %
0.50 %
5.06 %
5/14/2028
468,182
467,216
461,159
Conduent, Inc.
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.50 %
6.77 %
10/16/2028
995,000
986,079
961,001
Connect Finco SARL
Telecommunications
Term Loan (1/21)
Loan
1M USD LIBOR+
3.50 %
1.00 %
6.03 %
12/11/2026
2,932,500
2,820,172
2,840,859
Consolidated Communications,
Inc.
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.75 %
6.00 %
10/2/2027
2,714,005
2,502,915
2,417,174
CORAL-US CO-BORROWER LLC
Telecommunications
Term Loan B-5
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.64 %
1/31/2028
4,000,000
3,987,745
3,843,000
Corelogic, Inc.
Services: Business
Term Loan (4/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
6.02 %
6/2/2028
2,481,250
2,470,591
2,124,570
Cortes NP Acquisition Corp
(Vertiv)
Capital Equipment
Term Loan 2/21
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.11 %
3/2/2027
1,970,000
1,970,000
1,895,298
COWEN INC.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
6M USD LIBOR+
3.25 %
0.00 %
4.63 %
3/24/2028
3,947,443
3,926,096
3,937,575
Creative Artists Agency, LLC
Media: Diversified & Production
Term Loan B2 (6/22)
Loan
1M USD SOFR+
4.25 %
1.00 %
6.58 %
11/27/2026
500,000
481,849
496,250
CROCS INC
Consumer goods: Durable
Term Loan
Loan
6M USD SOFR+
3.50 %
0.50 %
4.45 %
2/20/2029
2,992,500
2,876,557
2,876,541
Cross Financial Corp
Banking, Finance, Insurance & Real Estate
Term Loan B (3/21)
Loan
1M USD LIBOR+
4.00 %
0.75 %
6.56 %
9/15/2027
495,000
494,516
485,100
Crown Subsea Communications
Holding, Inc.
Construction & Building
Term Loan (4/21)
Loan
1M USD LIBOR+
4.75 %
0.75 %
7.12 %
4/27/2027
2,404,110
2,384,446
2,339,992
CSC Holdings LLC (Neptune Finco
Corp.)
Media: Broadcasting & Subscription
Term Loan B (03/17)
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.64 %
7/15/2025
1,923,858
1,911,748
1,860,140
CSC Holdings LLC (Neptune Finco
Corp.)
Media: Broadcasting & Subscription
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.64 %
1/15/2026
482,500
481,950
466,418
CSC Holdings LLC (Neptune Finco
Corp.)
Media: Broadcasting & Subscription
Term Loan B-5
Loan
1M USD LIBOR+
2.50 %
0.00 %
4.89 %
4/15/2027
487,500
487,500
469,321
CTS Midco, LLC
High Tech Industries
Term Loan B
Loan
3M USD LIBOR+
6.00 %
1.00 %
8.81 %
11/2/2027
1,970,000
1,924,044
1,871,500
Daseke Inc
Transportation: Cargo
Term Loan 2/21
Loan
1M USD LIBOR+
4.00 %
0.75 %
6.37 %
3/5/2028
1,481,250
1,475,172
1,433,732
Dave & Buster’s Inc.
Hotel, Gaming & Leisure
Term Loan B (04/22)
Loan
1M USD SOFR+
5.00 %
0.50 %
7.56 %
6/29/2029
1,000,000
950,693
975,830
DCert Buyer, Inc.
High Tech Industries
Term Loan
Loan
3M USD SOFR+
4.00 %
0.00 %
6.90 %
10/16/2026
1,477,330
1,477,330
1,435,064
Dealer Tire, LLC
Automotive
Term Loan B-1
Loan
N/A
N/A
N/A
N/A
12/12/2025
-
3,271
-
Delek US Holdings, Inc.
Utilities: Oil & Gas
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
3/31/2025
6,282,700
6,247,776
6,121,172
DexKo Global, Inc. (Dragon
Merger)
Automotive
Term Loan (9/21)
Loan
3M USD LIBOR+
3.75 %
0.50 %
6.00 %
10/4/2028
997,500
993,803
952,613
Diamond Sports Group, LLC
Media: Broadcasting & Subscription
1st Priority Term Loan
Loan
1M USD SOFR+
8.00 %
1.00 %
10.39 %
5/25/2026
344,068
334,615
323,317
Diamond Sports Group, LLC
Media: Broadcasting & Subscription
Second Lien Term Loan
Loan
1M USD SOFR+
3.25 %
0.00 %
5.64 %
8/24/2026
3,391,925
2,990,484
615,397
DIRECTV FINANCING, LLC
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
5.00 %
0.75 %
7.52 %
8/2/2027
3,730,000
3,698,538
3,561,218
DISCOVERY PURCHASER CORPORATION
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD SOFR+
4.38 %
0.50 %
6.66 %
8/4/2029
1,500,000
1,380,000
1,404,375
Dispatch Acquisition Holdings,
LLC
Environmental Industries
Term Loan B (3/21)
Loan
3M USD LIBOR+
4.25 %
0.75 %
6.50 %
3/25/2028
495,000
490,975
455,400
DOMTAR CORPORATION
Forest Products & Paper
Term Loan 9/21
Loan
1M USD LIBOR+
5.50 %
0.75 %
7.88 %
11/30/2028
836,442
828,718
794,101
39
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
DRI HOLDING INC.
Media: Advertising, Printing & Publishing
Term Loan (12/21)
Loan
1M USD LIBOR+
5.25 %
0.50 %
7.77 %
12/15/2028
3,992,500
3,840,856
3,528,372
DRW Holdings, LLC
Banking, Finance, Insurance & Real Estate
Term Loan (2/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
6.27 %
3/1/2028
6,435,000
6,393,630
6,187,639
DTZ U.S. Borrower, LLC
Construction & Building
Term Loan
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.27 %
8/21/2025
3,856,286
3,847,221
3,750,239
EAB Global, Inc.
Services: Business
Term Loan (08/21)
Loan
3M USD LIBOR+
3.50 %
0.50 %
6.31 %
8/16/2028
995,000
990,615
955,449
Echo Global Logistics, Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.50 %
6.02 %
11/23/2028
1,995,000
1,990,717
1,876,298
Edelman Financial Group Inc., The
Banking, Finance, Insurance & Real Estate
Term Loan B (3/21)
Loan
1M USD LIBOR+
3.50 %
0.75 %
6.02 %
4/7/2028
2,199,656
2,192,530
2,106,963
Electrical Components Inter., Inc.
Capital Equipment
Term Loan (6/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
6.77 %
6/26/2025
1,898,396
1,898,396
1,779,746
ELECTRON BIDCO INC.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
3.00 %
0.50 %
5.52 %
11/1/2028
498,750
496,532
485,503
ELO Touch Solutions, Inc.
Media: Diversified & Production
Term Loan (12/18)
Loan
1M USD LIBOR+
6.50 %
0.00 %
9.02 %
12/14/2025
2,175,269
2,112,860
2,113,643
Embecta Corp
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD SOFR+
3.00 %
0.50 %
5.05 %
3/30/2029
618,016
614,508
603,079
Endo Luxembourg Finance Company I S.a.r.l.
Healthcare & Pharmaceuticals
Term Loan (3/21)
Loan
1M USD LIBOR+
5.00 %
0.75 %
9.50 %
3/27/2028
2,335,285
2,327,697
2,034,617
Endure Digital, Inc.
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.75 %
5.87 %
2/10/2028
2,475,000
2,465,018
2,315,684
Envision Healthcare Corporation
Healthcare & Pharmaceuticals
Term Loan B (06/18)
Loan
2M USD LIBOR+
3.75 %
0.00 %
6.56 %
10/10/2025
4,819,794
4,815,720
1,247,893
EOS U.S. FINCO LLC
Transportation: Cargo
Term Loan
Loan
1M USD SOFR+
6.00 %
0.50 %
8.28 %
8/3/2029
1,000,000
920,000
950,000
Equiniti Group PLC
Services: Business
Term Loan B
Loan
3M USD LIBOR+
4.50 %
0.50 %
6.75 %
12/11/2028
995,000
986,049
975,100
EyeCare Partners, LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
6.00 %
2/18/2027
1,958,020
1,957,907
1,817,454
Finco I LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (9/20)
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
6/27/2025
2,830,950
2,826,428
2,798,224
First Brands Group, LLC
Automotive
1st Lien Term Loan (3/21)
Loan
6M USD SOFR+
5.00 %
1.00 %
8.37 %
3/30/2027
4,937,500
4,872,354
4,772,390
First Eagle Investment Management
Banking, Finance, Insurance & Real Estate
Refinancing Term Loan
Loan
3M USD LIBOR+
2.50 %
0.00 %
4.75 %
2/1/2027
5,173,392
5,159,258
4,942,452
First Student Bidco Inc.
Transportation: Consumer
Term Loan B
Loan
3M USD LIBOR+
3.00 %
0.50 %
5.23 %
7/21/2028
726,740
722,197
697,671
First Student Bidco Inc.
Transportation: Consumer
Term Loan C
Loan
3M USD LIBOR+
3.00 %
0.50 %
5.23 %
7/21/2028
269,608
267,922
258,824
Fitness International, LLC (LA Fitness)
Services: Consumer
Term Loan B (4/18)
Loan
1M USD LIBOR+
3.25 %
1.00 %
5.77 %
4/18/2025
1,330,058
1,326,257
1,245,826
FOCUS FINANCIAL PARTNERS, LLC
Banking, Finance, Insurance & Real Estate
Term Loan (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
4.52 %
7/3/2024
492,308
491,986
484,716
Franchise Group, Inc.
Services: Consumer
First Out Term Loan
Loan
3M USD LIBOR+
4.75 %
0.75 %
6.50 %
3/10/2026
799,104
793,201
774,467
Franklin Square Holdings, L.P.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.81 %
8/1/2025
4,331,233
4,314,733
4,255,436
Froneri International (R&R Ice Cream)
Beverage, Food & Tobacco
Term Loan B-2
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
1/29/2027
1,960,000
1,956,965
1,885,677
Garrett LX III S.a r.l.
Automotive
Dollar Term Loan
Loan
3M USD LIBOR+
3.25 %
0.50 %
6.06 %
4/30/2028
1,488,750
1,482,578
1,455,253
Gemini HDPE LLC
Chemicals, Plastics, & Rubber
Term Loan B (12/20)
Loan
3M USD LIBOR+
3.00 %
0.50 %
5.81 %
12/31/2027
2,341,715
2,326,803
2,296,052
General Nutrition Centers, Inc.
Retail
Second Lien Term Loan
Loan
1M USD LIBOR+
6.00 %
0.00 %
8.39 %
10/7/2026
365,225
365,225
332,355
Genesee & Wyoming, Inc.
Transportation: Cargo
Term Loan (11/19)
Loan
3M USD LIBOR+
2.00 %
0.00 %
4.25 %
12/30/2026
1,466,250
1,461,603
1,432,922
GGP Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.96 %
8/27/2025
3,093,297
2,685,635
3,041,732
Global Tel*Link Corporation
Telecommunications
Term Loan B
Loan
3M USD LIBOR+
4.25 %
0.00 %
7.06 %
11/29/2025
4,923,145
4,755,928
4,523,140
40
Issuer
Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Go Daddy Operating
Company, LLC
High Tech Industries
Term Loan 2/21
Loan
1M USD LIBOR+
2.00 %
0.00 %
4.37 %
8/10/2027
1,969,849
1,969,849
1,932,501
GOLDEN WEST PACKAGING GROUP
LLC
Forest Products & Paper
Term Loan (11/21)
Loan
1M USD LIBOR+
5.25 %
0.75 %
7.62 %
12/1/2027
1,987,500
1,969,794
1,927,875
Graham Packaging Co Inc
Containers, Packaging & Glass
Term Loan (2/21)
Loan
1M USD LIBOR+
3.00 %
0.75 %
5.52 %
8/7/2027
967,415
962,087
943,230
Great Outdoors Group, LLC
Retail
Term Loan B2
Loan
1M USD LIBOR+
3.75 %
0.75 %
6.27 %
3/6/2028
985,056
980,871
951,564
Greenhill & Co., Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
3M USD LIBOR+
3.25 %
0.00 %
6.32 %
4/12/2024
2,844,231
2,832,362
2,773,125
Griffon Corporation
Consumer goods: Durable
Term Loan B
Loan
1M USD SOFR+
2.50 %
0.50 %
4.98 %
1/24/2029
155,625
155,277
151,085
Grosvenor Capital Management
Holdings, LLLP
Banking, Finance, Insurance & Real Estate
Amendment 5 Term Loan
Loan
1M USD LIBOR+
2.50 %
0.50 %
5.02 %
2/24/2028
3,851,241
3,848,423
3,780,224
Harbor Freight Tools USA, Inc.
Retail
Term Loan B (06/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.27 %
10/19/2027
3,456,030
3,436,409
3,294,392
Harland Clarke Holdings Corp.
Media: Advertising, Printing & Publishing
Term Loan (08/21)
Loan
3M USD LIBOR+
7.75 %
1.00 %
10.00 %
6/16/2026
1,221,522
1,219,887
917,840
Helix Gen Funding, LLc
Energy: Electricity
Term Loan B (02/17)
Loan
1M USD LIBOR+
3.75 %
1.00 %
6.27 %
6/3/2024
212,687
212,626
199,187
Hillman Group Inc. (The) (New)
(a)
Consumer goods: Durable
Delayed Draw Term Loan (2/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.19 %
7/14/2028
67,004
67,004
41,703
Hillman Group Inc. (The) (New)
Consumer goods: Durable
Term Loan B-1 (2/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.19 %
7/14/2028
3,496,783
3,489,827
3,391,879
HLF Financing SARL (Herbalife)
Consumer goods: Non-durable
Term Loan B (08/18)
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
8/18/2025
3,530,000
3,522,471
3,426,324
Holley Purchaser, Inc
Automotive
Term Loan (11/21)
Loan
3M USD LIBOR+
3.75 %
0.75 %
6.71 %
11/17/2028
2,329,821
2,320,465
2,185,372
Howden Group Holdings
Banking, Finance, Insurance & Real Estate
Term Loan (1/21)
Loan
1M USD LIBOR+
3.25 %
0.75 %
5.81 %
11/12/2027
2,163,171
2,154,084
2,104,852
Hudson River Trading LLC
Banking, Finance, Insurance & Real Estate
Term Loan (3/21)
Loan
3M USD SOFR+
3.00 %
0.00 %
6.16 %
3/17/2028
5,925,000
5,876,263
5,451,000
Idera, Inc.
High Tech Industries
Term Loan (02/21)
Loan
1M USD LIBOR+
3.75 %
0.75 %
6.13 %
3/2/2028
4,835,595
4,825,855
4,660,305
IMA Financial Group, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/21)
Loan
1M USD LIBOR+
3.75 %
0.50 %
6.27 %
11/1/2028
1,990,000
1,981,214
1,924,091
INDY US BIDCO, LLC
Services: Business
Term Loan (11/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
6.27 %
3/6/2028
2,226,922
2,226,557
2,124,862
INEOS US PETROCHEM LLC
Chemicals, Plastics, & Rubber
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.27 %
1/29/2026
1,990,000
1,931,622
1,938,598
Informatica Inc.
High Tech Industries
Term Loan B (10/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.31 %
10/27/2028
498,750
498,239
485,658
Ingram Micro Inc.
High Tech Industries
Term Loan
Loan
3M USD LIBOR+
3.50 %
0.50 %
5.75 %
6/30/2028
1,485,000
1,472,113
1,425,600
Inmar Acquisition Sub, Inc.
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.00 %
1.00 %
6.52 %
5/1/2024
3,368,401
3,335,107
3,251,349
Innophos, Inc.
Chemicals, Plastics, & Rubber
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.00 %
5.77 %
2/4/2027
488,750
487,133
478,364
INSTANT BRANDS HOLDINGS INC.
Consumer goods: Durable
Term Loan 4/21
Loan
6M USD LIBOR+
5.00 %
0.75 %
7.08 %
4/7/2028
4,197,850
4,178,402
3,211,355
INSTRUCTURE HOLDINGS, INC.
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
2.75 %
0.50 %
6.12 %
10/30/2028
498,750
497,660
488,775
Isagenix International, LLC
Beverage, Food & Tobacco
Term Loan
Loan
3M USD LIBOR+
5.75 %
1.00 %
7.93 %
6/14/2025
2,330,036
2,308,136
1,048,516
Ivory Merger Sub, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
5.88 %
3/14/2025
2,941,816
2,926,353
2,741,419
J Jill Group, Inc
Retail
Priming Term Loan
Loan
3M USD LIBOR+
5.00 %
1.00 %
7.81 %
5/8/2024
1,564,303
1,563,639
1,433,292
Jane Street Group
Banking, Finance, Insurance & Real Estate
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.27 %
1/31/2028
3,940,000
3,935,292
3,853,005
Journey Personal Care Corp.
Consumer goods: Non-durable
Term Loan B
Loan
3M USD LIBOR+
4.25 %
0.75 %
6.50 %
3/1/2028
990,000
985,806
675,675
41
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
JP Intermediate B, LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
8.31 %
11/15/2025
4,019,089
3,995,346
3,223,872
Klockner-Pentaplast of America, Inc.
Containers, Packaging & Glass
Term Loan (1/21) (USD)
Loan
6M USD LIBOR+
4.75 %
0.50 %
5.55 %
2/12/2026
1,481,250
1,476,161
1,356,573
Kodiak BP, LLC
Construction & Building
Term Loan
Loan
3M USD LIBOR+
3.25 %
0.75 %
5.50 %
3/13/2028
493,750
492,380
469,063
KREF Holdings X LLC
Banking, Finance, Insurance & Real Estate
Term Loan (11/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
5.94 %
9/1/2027
493,769
484,453
481,425
Lakeland Tours, LLC (d)
Hotel, Gaming & Leisure
Third Out PIK Term Loan
Loan
3M USD LIBOR+
1.50 %
1.25 %
4.31 %
9/25/2025
839,106
588,664
693,663
Lakeland Tours, LLC (d)
Hotel, Gaming & Leisure
Holdco Fixed Term Loan
Loan
Fixed
0.00 %
0.00 %
13.25 %
9/27/2027
928,253
303,783
595,632
Lealand Finance Company B.V. (d)
Energy: Oil & Gas
Exit Term Loan
Loan
1M USD LIBOR+
1.00 %
0.00 %
3.52 %
6/30/2025
339,918
339,918
170,809
Learfield Communications, Inc
Media: Advertising, Printing & Publishing
Initial Term Loan (A-L Parent)
Loan
1M USD LIBOR+
3.25 %
1.00 %
5.78 %
12/1/2023
472,500
472,056
412,001
Lifetime Brands, Inc
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
6.02 %
2/28/2025
2,616,496
2,598,667
2,524,918
LIGHTSTONE HOLDCO LLC
Energy: Electricity
Term Loan 5/22
Loan
1M USD SOFR+
5.75 %
1.00 %
8.05 %
2/1/2027
1,238,581
1,237,866
1,110,301
LIGHTSTONE HOLDCO LLC
Energy: Electricity
Term Loan C 5/22
Loan
1M USD SOFR+
5.75 %
1.00 %
8.05 %
2/1/2027
70,053
70,014
62,798
Liquid Tech Solutions Holdings, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
4.75 %
0.00 %
7.00 %
3/17/2028
990,000
986,841
955,350
LogMeIn, Inc.
High Tech Industries
Term Loan (8/20)
Loan
1M USD LIBOR+
4.75 %
0.00 %
7.12 %
8/31/2027
3,940,000
3,882,660
3,057,440
LOYALTY VENTURES INC.
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.50 %
7.02 %
11/3/2027
3,214,885
3,197,686
2,322,755
LPL Holdings, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B1
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.12 %
11/11/2026
1,214,082
1,212,236
1,186,255
LSF11 A5 HOLDCO LLC
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD SOFR+
3.50 %
0.50 %
6.07 %
10/16/2028
249,375
248,305
243,530
LSF9 Atlantis Holdings, LLC (A Wireless)
Retail
Term Loan B
Loan
3M USD SOFR+
7.25 %
0.75 %
9.30 %
3/29/2029
3,000,000
2,903,617
2,917,500
MA FinanceCo LLC
High Tech Industries
Term Loan B4
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.92 %
6/5/2025
2,876,682
2,825,841
2,835,344
MAGNITE, INC.
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.75 %
8.07 %
4/28/2028
1,980,000
1,939,001
1,900,800
Marriott Ownership Resorts, Inc.
Hotel, Gaming & Leisure
Term Loan (11/19)
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
8/29/2025
1,317,074
1,317,074
1,281,513
Match Group, Inc, The
Services: Consumer
Term Loan (1/20)
Loan
3M USD LIBOR+
1.75 %
0.00 %
4.69 %
2/15/2027
250,000
249,611
242,500
Mayfield Agency Borrower Inc. (FeeCo)
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
7.02 %
2/28/2025
3,374,500
3,355,043
3,251,128
McGraw-Hill Education, Inc.
Media: Advertising, Printing & Publishing
Term Loan (07/21)
Loan
6M USD LIBOR+
4.75 %
0.50 %
8.32 %
7/28/2028
1,985,000
1,967,344
1,915,525
MedAssets Software Inter Hldg, Inc.
High Tech Industries
Term Loan (11/21) (USD)
Loan
1M USD LIBOR+
4.00 %
0.50 %
6.49 %
12/18/2028
498,750
495,632
479,423
Mermaid Bidco Inc.
High Tech Industries
Term Loan B2
Loan
3M USD LIBOR+
3.50 %
0.75 %
6.30 %
12/22/2027
988,763
985,894
939,324
Messer Industries, LLC
Chemicals, Plastics, & Rubber
Term Loan B
Loan
3M USD LIBOR+
2.50 %
0.00 %
4.75 %
3/1/2026
3,361,400
3,348,049
3,293,332
Michaels Companies Inc
Retail
Term Loan B (Magic Mergeco)
Loan
3M USD LIBOR+
4.25 %
0.75 %
6.50 %
4/8/2028
2,479,975
2,463,197
2,048,310
Milk Specialties Company
Beverage, Food & Tobacco
Term Loan (6/21)
Loan
3M USD LIBOR+
4.00 %
1.00 %
6.25 %
8/15/2025
3,782,457
3,758,895
3,723,034
MJH Healthcare Holdings, LLC
Healthcare & Pharmaceuticals
Term Loan B (01/22)
Loan
1M USD SOFR+
3.50 %
0.50 %
6.06 %
1/28/2029
249,375
248,256
236,906
MRC Global Inc.
Metals & Mining
Term Loan B2
Loan
1M USD LIBOR+
3.00 %
0.00 %
5.52 %
9/20/2024
350,559
350,285
340,627
MW Industries, Inc. (Helix Acquisition Holdings)
Capital Equipment
Term Loan (2019 Incremental)
Loan
3M USD LIBOR+
3.75 %
0.00 %
6.00 %
9/30/2024
2,842,097
2,818,327
2,752,088
NAB Holdings, LLC (North American Bancard)
Banking, Finance, Insurance & Real Estate
Term Loan (11/21)
Loan
3M USD SOFR+
3.00 %
0.50 %
5.20 %
11/23/2028
2,985,000
2,978,402
2,879,898
Natgasoline LLC
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
6.06 %
11/14/2025
3,454,379
3,433,630
3,350,748
42
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan 2/21
Loan
1M USD LIBOR+
3.75 %
0.75 %
6.28 %
3/2/2028
2,749,967
2,740,611
2,323,722
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan C 2/21
Loan
3M USD LIBOR+
3.75 %
0.75 %
6.01 %
3/2/2028
87,464
87,111
73,907
NEW ERA CAP, LLC
Consumer goods: Durable
Term Loan (01/22)
Loan
3M USD LIBOR+
6.00 %
0.75 %
8.46 %
7/13/2027
3,722,402
3,721,366
3,461,834
Nexstar Broadcasting, Inc. (Mission Broadcasting)
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
9/18/2026
724,176
718,006
717,390
Next Level Apparel, Inc.
Retail
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
7.86 %
8/9/2024
1,700,340
1,693,877
1,598,320
NM Z Parent Inc (Zep Inc)
Construction & Building
Term Loan B
Loan
6M USD LIBOR+
2.50 %
0.50 %
3.79 %
9/22/2028
635,250
629,751
628,218
NorthPole Newco S.a.r.l (b)
Aerospace & Defense
Term Loan
Loan
Prime+
7.00 %
0.00 %
12.50 %
3/3/2025
5,348,887
5,074,545
472,467
NortonLifeLock Inc.
High Tech Industries
Term Loan B
Loan
1M USD SOFR+
2.00 %
0.50 %
4.32 %
1/28/2029
1,500,000
1,492,500
1,453,125
Novae LLC
Automotive
Term Loan
Loan
3M USD SOFR+
5.00 %
0.75 %
7.73 %
12/22/2028
443,333
443,333
412,300
Novae LLC
Automotive
Term Loan B
Loan
3M USD SOFR+
5.00 %
0.75 %
7.73 %
12/22/2028
1,551,667
1,537,525
1,443,050
Nuvei Technologies Corp.
High Tech Industries
US Term Loan
Loan
1M USD LIBOR+
2.50 %
0.50 %
5.02 %
9/29/2025
2,227,500
2,223,636
2,194,088
Olaplex, Inc.
Consumer goods: Non-durable
Term Loan (2/22)
Loan
3M USD SOFR+
3.75 %
0.50 %
6.39 %
2/23/2029
997,500
995,282
965,081
Organon & Co.
Healthcare & Pharmaceuticals
Term Loan USD
Loan
3M USD LIBOR+
3.00 %
0.50 %
4.63 %
6/2/2028
2,327,083
2,317,416
2,297,995
Pacific Gas & Electric
Utilities: Electric
Term Loan
Loan
1M USD LIBOR+
3.00 %
0.50 %
5.56 %
6/18/2025
1,472,456
1,467,485
1,442,094
PACTIV EVERGREEN GROUP HOLDINGS INC.
Containers, Packaging & Glass
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.50 %
6.02 %
9/20/2028
992,500
988,180
964,144
Padagis LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
4.75 %
0.50 %
7.04 %
7/6/2028
941,176
933,049
861,176
Panther Guarantor II, L.P. (Forcepoint)
High Tech Industries
Term Loan 1/21
Loan
3M USD LIBOR+
4.50 %
0.50 %
7.31 %
1/7/2028
495,000
492,124
464,889
PATAGONIA HOLDCO LLC
Telecommunications
Term Loan B
Loan
3M USD SOFR+
5.75 %
0.50 %
8.39 %
8/1/2029
2,000,000
1,641,510
1,691,660
Pathway Partners Vet Management Company LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
6.00 %
3/30/2027
488,991
480,942
460,385
PCI Gaming Authority
Hotel, Gaming & Leisure
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
5/29/2026
809,038
806,635
790,382
PEARLS (Netherlands) Bidco B.V.
Chemicals, Plastics, & Rubber
USD Term Loan (02/22)
Loan
1M USD SOFR+
4.00 %
0.50 %
6.41 %
2/28/2029
997,500
995,328
935,156
PECF USS INTERMEDIATE HOLDING III CORPORATION
Environmental Industries
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.50 %
6.77 %
12/15/2028
99,500
99,304
92,460
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a)
Healthcare & Pharmaceuticals
Delayed Draw Term Loan (12/21)
Loan
6M USD LIBOR+
3.25 %
0.00 %
4.92 %
12/29/2028
98,438
98,438
93,509
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC
Healthcare & Pharmaceuticals
Term Loan (12/22)
Loan
6M USD LIBOR+
3.25 %
0.50 %
5.08 %
12/29/2028
1,299,375
1,293,429
1,266,891
Penn National Gaming, Inc
Hotel, Gaming & Leisure
Term Loan B
Loan
1M USD SOFR+
2.75 %
0.50 %
5.31 %
5/3/2029
1,000,000
995,117
979,130
Peraton Corp.
Aerospace & Defense
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.75 %
6.27 %
2/1/2028
5,334,084
5,314,731
5,174,061
PHYSICIAN PARTNERS, LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD SOFR+
4.00 %
0.50 %
6.56 %
12/23/2028
1,995,000
1,976,571
1,915,200
Pike Corporation
Construction & Building
Term Loan (8/22)
Loan
1M USD SOFR+
3.50 %
0.00 %
5.81 %
1/21/2028
500,000
487,554
491,250
43
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Ping Identity Corporation
High Tech Industries
Term Loan B (11/21)
Loan
1M USD SOFR+
3.75 %
0.50 %
6.31 %
11/22/2028
997,500
992,975
995,006
Pitney Bowes Inc
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.00 %
0.00 %
6.38 %
3/17/2028
3,959,975
3,932,460
3,662,977
Plastipak Holdings Inc.
Containers, Packaging & Glass
Term Loan B (11/21)
Loan
1M USD LIBOR+
2.50 %
0.50 %
5.06 %
12/1/2028
1,931,176
1,922,443
1,884,114
Playtika Holding Corp.
High Tech Industries
Term Loan B (3/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
5.27 %
3/13/2028
4,443,750
4,435,527
4,341,011
PMHC II, INC.
Chemicals, Plastics, & Rubber
Term Loan (02/22)
Loan
3M USD SOFR+
4.25 %
0.50 %
6.98 %
4/21/2029
2,000,000
1,990,636
1,786,120
PointClickCare Technologies, Inc.
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
3.00 %
0.75 %
5.94 %
12/29/2027
493,750
491,860
481,406
Polymer Process Holdings, Inc.
Containers, Packaging & Glass
Term Loan
Loan
1M USD LIBOR+
4.75 %
0.75 %
7.27 %
2/12/2028
5,431,250
5,381,558
5,023,906
Pre-Paid Legal Services, Inc.
Services: Consumer
Term Loan (12/21)
Loan
1M USD LIBOR+
3.75 %
0.50 %
6.12 %
12/15/2028
2,992,500
2,969,469
2,908,351
Presidio, Inc.
Services: Business
Term Loan B (1/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
6.03 %
1/22/2027
490,000
489,314
481,631
Prime Security Services Borrower, LLC (ADT)
Services: Consumer
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.75 %
5.11 %
9/23/2026
3,538,384
3,538,162
3,451,587
PRIORITY HOLDINGS, LLC
Services: Consumer
Term Loan
Loan
3M USD LIBOR+
5.75 %
1.00 %
8.55 %
4/27/2027
2,970,000
2,944,939
2,889,810
PriSo Acquisition Corporation
Construction & Building
Term Loan (01/21)
Loan
3M USD LIBOR+
3.25 %
0.75 %
5.53 %
12/28/2027
493,747
491,730
447,458
Project Leopard Holdings, Inc. (NEW)
High Tech Industries
Term Loan B (06/22)
Loan
3M USD SOFR+
5.25 %
0.50 %
7.83 %
7/20/2029
1,000,000
930,746
932,500
Prometric Inc. (Sarbacane Bidco)
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
5.53 %
1/29/2025
478,913
478,045
457,361
PUG LLC
Services: Consumer
Term Loan B (02/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
6.02 %
2/12/2027
482,600
480,985
451,835
QUEST BORROWER LIMITED
High Tech Industries
Term Loan (1/22)
Loan
3M USD SOFR+
4.25 %
0.50 %
6.98 %
2/1/2029
2,000,000
1,981,727
1,812,780
Rackspace Technology Global, Inc.
High Tech Industries
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.75 %
5.62 %
2/15/2028
2,989,962
2,890,155
2,406,501
RealPage, Inc.
High Tech Industries
Term Loan (04/21)
Loan
1M USD LIBOR+
3.00 %
0.50 %
5.52 %
4/24/2028
992,500
990,556
953,485
Renaissance Learning, Inc.
Services: Consumer
Term Loan (5/18)
Loan
1M USD LIBOR+
3.25 %
0.00 %
5.77 %
5/30/2025
2,953,757
2,933,719
2,869,309
Rent-A-Center, Inc.
Retail
Term Loan B2 (9/21)
Loan
3M USD LIBOR+
3.25 %
0.50 %
6.06 %
2/17/2028
1,986,212
1,940,894
1,919,178
Research Now Group, Inc
Media: Advertising, Printing & Publishing
Term Loan
Loan
6M USD LIBOR+
5.50 %
1.00 %
8.84 %
12/20/2024
4,320,757
4,257,864
3,990,392
Resideo Funding Inc.
Services: Consumer
Term Loan (1/21)
Loan
1M USD LIBOR+
2.25 %
0.50 %
4.66 %
2/11/2028
1,481,250
1,479,017
1,461,816
Resolute Investment Managers (American Beacon), Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/20)
Loan
3M USD LIBOR+
4.25 %
1.00 %
6.50 %
4/30/2024
3,061,659
3,056,618
2,786,110
Restoration Hardware, Inc.
Retail
Term Loan (9/21)
Loan
1M USD LIBOR+
2.50 %
0.50 %
5.02 %
10/20/2028
3,479,969
3,472,961
3,198,091
Reynolds Consumer Products LLC
Containers, Packaging & Glass
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
1/29/2027
1,284,432
1,283,585
1,256,534
Reynolds Group Holdings Inc.
Containers, Packaging & Glass
Term Loan B2
Loan
1M USD LIBOR+
3.25 %
0.00 %
5.77 %
2/5/2026
3,447,500
3,433,625
3,358,451
Robertshaw US Holding Corp.
Consumer goods: Durable
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
6.06 %
2/28/2025
957,500
956,671
773,478
Rocket Software, Inc.
High Tech Industries
Term Loan (11/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
6.77 %
11/28/2025
2,890,253
2,883,820
2,802,650
Russell Investments US Inst’l Holdco, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/20)
Loan
6M USD LIBOR+
3.50 %
1.00 %
5.00 %
6/2/2025
5,590,662
5,559,118
5,279,709
RV Retailer LLC
Automotive
Term Loan
Loan
1M USD SOFR+
3.75 %
0.75 %
6.15 %
2/8/2028
2,972,569
2,924,056
2,757,057
Ryan Specialty Group LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD SOFR+
3.00 %
0.75 %
5.56 %
9/1/2027
1,486,187
1,473,540
1,463,894
S&S HOLDINGS LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.50 %
6.74 %
3/10/2028
2,471,231
2,418,699
2,372,382
Sally Holdings LLC
Retail
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.78 %
7/5/2024
743,409
742,172
734,734
Samsonite International S.A.
Consumer goods: Non-durable
Term Loan B2
Loan
1M USD LIBOR+
3.00 %
0.75 %
5.52 %
4/25/2025
932,499
916,389
911,854
44
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Schweitzer-Mauduit International, Inc.
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.75 %
6.31 %
4/20/2028
2,970,000
2,955,834
2,821,500
Scientific Games Holdings LP
Hotel, Gaming & Leisure
Term Loan B
Loan
3M USD SOFR+
3.50 %
0.50 %
5.62 %
4/4/2029
500,000
498,841
480,905
SETANTA AIRCRAFT LEASING DAC
Aerospace & Defense
Term Loan
Loan
3M USD LIBOR+
2.00 %
0.00 %
4.25 %
11/2/2028
1,000,000
997,801
981,250
Signify Health, LLC
Healthcare & Pharmaceuticals
Term Loan B (6/21)
Loan
6M USD LIBOR+
3.25 %
0.50 %
6.13 %
6/16/2028
496,250
494,165
491,288
Sitel Worldwide Corporation
Services: Business
USD Term Loan (7/21)
Loan
3M USD LIBOR+
3.75 %
0.50 %
6.01 %
8/28/2028
1,985,000
1,976,344
1,941,330
SiteOne Landscape Supply, LLC
Services: Business
Term Loan (3/21)
Loan
1M USD LIBOR+
2.00 %
0.50 %
4.53 %
3/18/2028
781,811
780,219
771,389
SMG US Midco 2, Inc.
Services: Business
Term Loan (01/20)
Loan
1M USD LIBOR+
2.50 %
0.00 %
5.02 %
1/23/2025
487,500
487,500
469,623
Sotheby’s
Services: Business
Term Loan (7/21)
Loan
3M USD LIBOR+
4.50 %
0.50 %
7.01 %
1/15/2027
3,240,108
3,195,622
3,207,707
Sparta U.S. HoldCo LLC
Chemicals, Plastics, & Rubber
Term Loan (04/21)
Loan
1M USD LIBOR+
3.25 %
0.75 %
5.61 %
8/2/2028
1,990,000
1,981,456
1,929,305
Specialty Pharma III Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
4.25 %
0.75 %
6.62 %
3/31/2028
1,985,000
1,968,611
1,855,975
Spectrum Brands, Inc.
Consumer goods: Durable
Term Loan (2/21)
Loan
1M USD LIBOR+
2.00 %
0.50 %
4.53 %
3/3/2028
493,750
492,765
483,668
Spin Holdco, Inc.
Services: Consumer
Term Loan 3/21
Loan
3M USD LIBOR+
4.00 %
0.75 %
5.61 %
3/4/2028
2,962,500
2,948,135
2,777,344
SRAM, LLC
Consumer goods: Durable
Term Loan (05/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
5.27 %
5/12/2028
3,218,182
3,213,684
3,137,727
SS&C Technologies, Inc.
Services: Business
Term Loan B3
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
4/16/2025
189,131
188,939
184,728
SS&C Technologies, Inc.
Services: Business
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
4/16/2025
153,534
153,381
149,960
SS&C Technologies, Inc.
Services: Business
Term Loan B-5
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
4/16/2025
475,005
474,487
463,396
Staples, Inc.
Wholesale
Term Loan (03/19)
Loan
3M USD LIBOR+
5.00 %
0.00 %
7.78 %
4/16/2026
4,363,910
4,256,362
3,833,214
Stars Group Inc. (The)
Hotel, Gaming & Leisure
Term Loan
Loan
3M USD LIBOR+
2.25 %
0.00 %
4.50 %
7/21/2026
1,985,000
1,981,427
1,936,209
Storable, Inc
High Tech Industries
Term Loan B
Loan
1M USD SOFR+
3.50 %
0.50 %
5.96 %
4/17/2028
497,500
496,550
480,088
Superannuation & Investments US LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.50 %
6.27 %
12/1/2028
995,000
985,995
975,100
Sylvamo Corporation
Forest Products & Paper
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.50 %
7.02 %
8/18/2028
866,667
858,991
838,500
Syncsort Incorporated
High Tech Industries
Term Loan B (10/21)
Loan
3M USD LIBOR+
4.00 %
0.75 %
6.78 %
4/24/2028
2,482,494
2,481,422
2,354,223
Ta TT Buyer LLC
Media: Broadcasting & Subscription
Term Loan 3/22
Loan
3M USD SOFR+
5.25 %
0.50 %
7.30 %
4/2/2029
1,000,000
990,263
971,250
Tenable Holdings, Inc.
Services: Business
Term Loan B (6/21)
Loan
6M USD LIBOR+
2.75 %
0.50 %
5.56 %
7/7/2028
995,000
992,840
960,175
Teneo Holdings LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD SOFR+
5.25 %
1.00 %
7.73 %
7/15/2025
4,405,869
4,342,781
4,264,529
Tenneco Inc
Capital Equipment
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
5.52 %
10/1/2025
1,447,500
1,440,835
1,427,901
Ten-X, LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
6.52 %
9/27/2024
1,910,000
1,908,542
1,782,870
The Dun & Bradstreet Corporation
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
5.74 %
2/6/2026
994,950
993,794
965,598
The Dun & Bradstreet Corporation
Services: Business
Term Loan B
Loan
1M USD SOFR+
3.25 %
0.00 %
5.71 %
1/18/2029
249,375
247,649
242,934
THE KNOT WORLDWIDE INC.
Services: Consumer
Term Loan (1/22)
Loan
1M USD SOFR+
4.50 %
0.00 %
7.06 %
12/19/2025
4,869,796
4,864,341
4,811,991
Thor Industries, Inc.
Automotive
USD Term Loan (3/21)
Loan
1M USD LIBOR+
3.00 %
0.00 %
5.50 %
2/1/2026
2,093,726
2,062,485
2,072,789
TORY BURCH LLC
Retail
Term Loan
Loan
1M USD LIBOR+
3.00 %
0.50 %
5.52 %
4/15/2028
1,335,959
1,231,261
1,253,570
Tosca Services, LLC
Containers, Packaging & Glass
Term Loan (2/21)
Loan
1M USD SOFR+
3.50 %
0.75 %
5.96 %
8/18/2027
492,500
487,080
434,631
Trans Union LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
2.25 %
0.50 %
4.77 %
12/1/2028
865,968
864,048
848,804
Transdigm, Inc.
Aerospace & Defense
Term Loan G (02/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
8/22/2024
4,003,636
4,004,932
3,924,924
TRITON WATER HOLDINGS, INC.
Beverage, Food & Tobacco
Term Loan (03/21)
Loan
3M USD LIBOR+
3.50 %
0.50 %
5.75 %
3/31/2028
1,485,001
1,478,880
1,385,877
Tronox Finance LLC
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
3/10/2028
346,923
346,213
336,678
45
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
TruGreen Limited Partnership
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.75 %
6.52 %
10/29/2027
959,371
953,452
918,597
Uber Technologies, Inc.
Transportation: Consumer
Term Loan B (2/21)
Loan
3M USD LIBOR+
3.50 %
0.00 %
6.57 %
2/25/2027
3,927,110
3,892,273
3,868,203
Ultra Clean Holdings, Inc.
High Tech Industries
Incremental Term Loan 3/21
Loan
1M USD LIBOR+
3.75 %
0.00 %
6.27 %
8/27/2025
871,705
868,607
857,269
Unimin Corporation
Metals & Mining
Term Loan (12/20)
Loan
3M USD LIBOR+
4.00 %
1.00 %
6.29 %
7/31/2026
496,815
473,971
476,475
United Natural Foods, Inc
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD SOFR+
3.25 %
0.00 %
5.82 %
10/22/2025
1,540,259
1,488,565
1,523,732
United Road Services Inc.
Transportation: Cargo
Term Loan (10/17)
Loan
3M USD LIBOR+
5.75 %
1.00 %
8.82 %
9/1/2024
905,012
900,712
580,683
Univision Communications Inc.
Media: Broadcasting & Subscription
Term Loan B (6/21)
Loan
1M USD LIBOR+
3.25 %
0.75 %
5.77 %
3/15/2026
2,459,068
2,453,085
2,398,476
Univision Communications Inc.
Media: Broadcasting & Subscription
Term Loan B (6/22)
Loan
3M USD SOFR+
4.25 %
0.50 %
6.25 %
6/10/2029
250,000
242,635
245,000
Utz Quality Foods, LLC
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
5.52 %
1/20/2028
1,837,793
1,835,485
1,799,659
Vaco Holdings, LLC
Services: Business
Term Loan (01/22)
Loan
3M USD SOFR+
5.00 %
0.75 %
7.20 %
1/19/2029
248,750
247,642
242,842
Verifone Systems, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (7/18)
Loan
3M USD LIBOR+
4.00 %
0.00 %
7.00 %
8/20/2025
1,375,175
1,370,807
1,266,880
Vertex Aerospace Services Corp
Aerospace & Defense
Term Loan (10/21)
Loan
1M USD LIBOR+
3.75 %
0.75 %
6.27 %
12/6/2028
997,500
993,032
982,956
VFH Parent LLC
Banking, Finance, Insurance & Real Estate
Term Loan (01/22)
Loan
1M USD SOFR+
3.00 %
0.50 %
5.40 %
1/12/2029
3,100,888
3,093,171
3,014,311
Virtus Investment Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B (9/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.62 %
9/28/2028
2,868,409
2,859,993
2,832,554
Vistra Energy Corp
Utilities: Electric
2018 Incremental Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
4.27 %
12/31/2025
902,095
901,690
883,070
Vizient, Inc
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD SOFR+
2.25 %
0.50 %
4.65 %
5/16/2029
500,000
495,111
497,190
VM Consolidated, Inc.
Construction & Building
Term Loan B (3/21)
Loan
6M USD LIBOR+
3.25 %
0.00 %
6.13 %
3/19/2028
2,327,542
2,324,786
2,292,629
Vouvray US Finance LLC
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
5.52 %
3/11/2024
473,750
473,750
422,429
Warner Music Group Corp. (WMG Acquisition Corp.)
Hotel, Gaming & Leisure
Term Loan G
Loan
1M USD LIBOR+
2.13 %
0.00 %
4.65 %
1/20/2028
1,250,000
1,249,782
1,215,100
Wastequip, LLC (HPCC Merger/Patriot Container)
Environmental Industries
Term Loan (3/18)
Loan
1M USD LIBOR+
3.75 %
1.00 %
6.12 %
3/15/2025
487,277
486,224
419,059
Watlow Electric Manufacturing Company
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.50 %
6.27 %
3/2/2028
2,468,750
2,458,373
2,415,672
West Corporation
Telecommunications
Term Loan B (Olympus Merger)
Loan
1M USD LIBOR+
4.00 %
1.00 %
6.52 %
10/10/2024
1,066,719
1,035,551
868,522
West Corporation
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
6.02 %
10/10/2024
2,552,943
2,522,983
2,076,184
WEX Inc.
Diversified Financial Services
Term Loan B (3/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
4.77 %
3/31/2028
2,969,962
2,959,565
2,903,138
WildBrain Ltd.
Media
Term Loan
Loan
1M USD LIBOR+
4.25 %
0.75 %
6.77 %
3/27/2028
1,975,000
1,942,234
1,860,825
WP CITYMD BIDCO LLC
Health Care Equipment & Supplies
Term Loan B
Loan
3M USD LIBOR+
3.25 %
0.50 %
5.50 %
12/22/2028
7,405,452
7,382,414
7,215,206
Xperi Corporation
Software
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
6.02 %
6/8/2028
2,671,319
2,661,232
2,612,897
Zayo Group, LLC
Diversified Telecommunication Services
Term Loan B
Loan
1M USD SOFR+
4.25 %
0.50 %
6.71 %
3/9/2027
997,500
973,546
935,336
ZEBRA BUYER (Allspring) LLC
Real Estate Investment Trusts (REITs)
Term Loan B
Loan
3M USD LIBOR+
3.25 %
0.50 %
5.56 %
11/1/2028
884,879
881,117
871,606
Zekelman Industries, Inc.
Metals & Mining
Term Loan
Loan
3M USD LIBOR+
2.00 %
0.00 %
4.18 %
1/25/2027
965,193
965,193
935,754
Zodiac Pool Solutions
Leisure Products
Term Loan B
Loan
1M USD SOFR+
2.00 %
0.50 %
4.56 %
1/29/2029
497,500
496,387
483,092
$ 644,334,357
$ 604,030,601
46
Number of
Shares
Cost
Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)
11,877,748
$ 11,877,748
$ 11,877,748
Total cash and cash equivalents
11,877,748
$ 11,877,748
$ 11,877,748
(a) All or a portion of this investment has an unfunded commitment
as of August 31, 2022
(b) As of August 31, 2022, the investment was in default and on
non-accrual status.
(c) Included within cash and cash equivalents in Saratoga CLO’s
Statements of Assets and Liabilities as of August 31, 2022.
(d) Investments include Payment-in-Kind Interest.
LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
WIBOR - Warsaw Interbank Offered Rate
1M USD LIBOR—The 1 month USD LIBOR rate as of August 31, 2022
was 2.56%.
3M USD LIBOR—The 3 month USD LIBOR rate as of August 31, 2022
was 3.08%.
6M USD LIBOR—The 6 month USD LIBOR rate as of August 31, 2022
was 3.60%.
12M USD LIBOR - The 12 month USD LIBOR rate as of August 31, 2022 was
4.16%.
3 PL WIBOR - The 3 month PL WIBOR rate as of August 31, 2022 was 7.11%.
Daily SOFR- The daily SOFR rate as of August 31, 2022 was 2.29%.
1M SOFR - The 1 month SOFR rate as of August 31, 2022 was 2.28%.
3M SOFR - The 3 month SOFR rate as of August 31, 2022 was 1.68%.
Prime—The Prime Rate as of August 31, 2022 was 5.50%.
See accompanying notes to consolidated financial statements.
47
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2022
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Fusion Connect Warrant
Telecommunications
Warrants
Equity
-
-
-
-
-
32,832
-
-
J Jill Common Stock
Retail
Common stock
Equity
-
-
-
-
-
2,107
-
33,691
19TH HOLDINGS GOLF, LLC
Consumer goods: Durable
Term Loan
Loan
3M USD SOFR+
3.25 %
0.50 %
3.75 %
2/7/2029
500,000
497,530
493,750
ADMI Corp.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.96 %
4/30/2025
1,930,276
1,925,558
1,892,886
Adtalem Global Education Inc.
Services: Business
Term Loan B (02/21)
Loan
1M USD LIBOR+
4.50 %
0.75 %
5.25 %
8/11/2028
2,000,000
1,981,559
1,977,920
Aegis Sciences Corporation
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.50 %
5/9/2025
2,737,038
2,723,587
2,686,403
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (1/19)
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.88 %
1/4/2026
1,483,686
1,476,852
1,470,704
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (09/20)
Loan
1M USD LIBOR+
2.75 %
0.75 %
3.50 %
1/4/2026
285,714
283,586
283,571
AHEAD DB Holdings, LLC
Services: Business
Term Loan (04/21)
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
10/18/2027
2,985,000
2,885,411
2,962,135
AI Convoy (Luxembourg) S.a.r.l.
Aerospace & Defense
Term Loan B (USD)
Loan
6M USD LIBOR+
3.50 %
1.00 %
4.50 %
1/18/2027
1,469,671
1,464,591
1,460,485
AIS HoldCo, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.00 %
5.30 %
8/15/2025
4,789,642
4,670,148
4,705,823
Alchemy Copyrights, LLC
Media: Diversified & Production
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.50 %
3.50 %
3/10/2028
493,763
490,886
489,442
Alchemy US Holdco 1, LLC
Metals & Mining
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
5.60 %
10/10/2025
1,654,803
1,640,863
1,644,874
AlixPartners, LLP
Banking, Finance, Insurance & Real Estate
Term Loan B (01/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
2/4/2028
248,125
247,608
245,217
Alkermes, Inc.
Healthcare & Pharmaceuticals
Term Loan B (3/21)
Loan
3M USD LIBOR+
2.50 %
0.50 %
3.00 %
3/12/2026
2,147,859
2,130,749
2,110,271
Allen Media, LLC
Media: Diversified & Production
Term Loan (7/21)
Loan
3M USD LIBOR+
5.50 %
0.00 %
5.72 %
2/10/2027
4,439,454
4,407,744
4,412,639
Alliant Holdings I, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B4
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
11/5/2027
997,500
996,393
987,944
Allied Universal Holdco LLC
Services: Business
Term Loan 4/21
Loan
3M USD LIBOR+
3.75 %
0.50 %
4.25 %
5/12/2028
1,995,000
1,985,516
1,966,412
Altisource Solutions S.a r.l.
Banking, Finance, Insurance & Real Estate
Term Loan B (03/18)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
4/3/2024
1,223,297
1,220,031
1,102,497
Altium Packaging LLC
Containers, Packaging & Glass
Term Loan (01/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
1/29/2028
496,250
494,097
485,084
American Greetings Corporation
Media: Advertising, Printing & Publishing
Term Loan
Loan
1M USD LIBOR+
4.50 %
1.00 %
5.50 %
4/6/2024
3,012,861
3,011,323
3,011,355
American Trailer World Corp
Automotive
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
3/3/2028
1,990,000
1,984,442
1,954,558
AmeriLife Holdings LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
3/18/2027
1,976,415
1,967,087
1,956,651
AmWINS Group, LLC
Banking, Finance, Insurance & Real Estate
Term Loan 2/21
Loan
1M USD LIBOR+
2.25 %
0.75 %
3.00 %
2/17/2028
1,980,006
1,957,163
1,946,900
Anastasia Parent LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
3.97 %
8/11/2025
967,500
964,919
832,253
Anchor Glass Container Corporation
Containers, Packaging & Glass
Term Loan (07/17)
Loan
3M USD LIBOR+
2.75 %
1.00 %
3.75 %
12/7/2023
475,113
474,420
406,882
Anchor Packaging, LLC
Containers, Packaging & Glass
Term Loan B
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.21 %
7/18/2026
987,342
979,469
972,532
ANI Pharmaceuticals, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
6.00 %
0.75 %
6.75 %
11/19/2027
3,000,000
2,943,100
3,000,000
AP Core Holdings II LLC
High Tech Industries
Term Loan B1
Loan
1M USD LIBOR+
5.50 %
0.75 %
6.25 %
9/1/2027
1,975,000
1,947,406
1,965,125
AP Core Holdings II LLC
High Tech Industries
Term Loan B2
Loan
1M USD LIBOR+
5.50 %
0.75 %
6.25 %
9/1/2027
500,000
493,024
498,125
APi Group DE, Inc. (J2 Acquisition)
Services: Business
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
10/1/2026
1,950,000
1,942,029
1,927,575
APLP Holdings Limited Partnership
Energy: Electricity
Term Loan B (3/21)
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
5/14/2027
828,378
821,051
826,655
48
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.86 %
5/15/2026
2,969,543
2,937,176
2,887,881
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B1 (2/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
3/6/2028
992,500
983,643
982,575
AppLovin Corporation
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
8/15/2025
989,796
989,796
982,066
AppLovin Corporation
High Tech Industries
Term Loan (10/21)
Loan
1M USD LIBOR+
3.00 %
0.50 %
3.50 %
10/21/2028
1,496,250
1,492,669
1,481,288
Aramark Corporation
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
1/15/2027
2,331,250
2,268,549
2,279,776
Aramark Corporation
Services: Consumer
Term Loan B (4/21)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
4/1/2028
1,753,715
1,746,008
1,743,491
ARC FALCON I INC.
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.50 %
4.25 %
9/23/2028
872,611
868,610
855,526
ARC FALCON I INC. (a)
Chemicals, Plastics, & Rubber
Delayed Draw Term Loan
Loan
N/A
N/A
N/A
N/A
9/22/2028
-
( 601 )
( 2,494 )
Arches Buyer Inc.
Services: Consumer
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.75 %
12/6/2027
1,500,000
1,490,625
1,473,570
Arctic Glacier U.S.A., Inc.
Beverage, Food & Tobacco
Term Loan (3/18)
Loan
3M USD LIBOR+
3.50 %
1.00 %
4.50 %
3/20/2024
3,350,967
3,341,474
3,103,833
Aretec Group, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.46 %
10/1/2025
2,436,164
2,430,830
2,425,518
ASP BLADE HOLDINGS, INC.
Capital Equipment
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.50 %
4.50 %
10/7/2028
100,000
99,530
99,542
Asplundh Tree Expert, LLC
Services: Business
Term Loan 2/21
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
9/7/2027
987,500
983,579
973,458
AssuredPartners Capital, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B (2/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.71 %
2/12/2027
1,000,000
996,250
984,580
Assuredpartners Inc.
Banking, Finance, Insurance & Real Estate
Incremental Term Loan (7/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
2/12/2027
995,006
995,006
978,837
Assuredpartners Inc.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD SOFR+
3.50 %
0.50 %
4.00 %
2/12/2027
500,000
498,811
491,875
ASTRO ONE ACQUISITION CORPORATION
Consumer goods: Durable
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.75 %
6.25 %
9/15/2028
3,000,000
2,971,643
2,968,140
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B6
Loan
1M USD LIBOR+
3.13 %
0.00 %
3.33 %
11/3/2023
266,824
266,095
264,767
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B8
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
12/18/2026
2,995,112
2,984,120
2,939,882
ATHENAHEALTH GROUP INC.
Healthcare & Pharmaceuticals
Term Loan B (2/22)
Loan
1M USD SOFR+
3.50 %
0.50 %
4.00 %
2/15/2029
1,282,609
1,276,322
1,269,462
ATHENAHEALTH GROUP INC. (a)
Healthcare & Pharmaceuticals
Delayed Draw Term Loan (02/22)
Loan
N/A
N/A
N/A
N/A
2/15/2029
-
-
( 2,228 )
Avast Software S.R.O. (Sybil Finance)
High Tech Industries
Term Loan (Sybil Software)
Loan
3M USD LIBOR+
2.00 %
0.00 %
2.22 %
3/22/2028
1,925,000
1,920,766
1,916,819
Avaya, Inc.
Telecommunications
Term Loan B1
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.44 %
12/15/2027
1,755,766
1,747,367
1,739,859
Avaya, Inc.
Telecommunications
Term Loan B-2 (2/21)
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.19 %
12/15/2027
1,000,000
1,000,000
988,590
Avison Young (Canada) Inc
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.75 %
0.00 %
5.97 %
1/31/2026
3,405,995
3,370,219
3,371,935
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B3
Loan
1M USD LIBOR+
1.75 %
0.75 %
2.50 %
1/15/2025
1,000,000
900,020
990,630
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B5 (7/21)
Loan
1M USD LIBOR+
2.25 %
0.50 %
2.75 %
12/1/2027
495,000
490,860
491,466
AZURITY PHARMACEUTICALS, INC.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD LIBOR+
6.00 %
0.75 %
6.75 %
9/20/2027
500,000
485,751
495,000
B&G Foods, Inc.
Beverage, Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
10/10/2026
706,458
701,732
701,605
B.C. Unlimited Liability Co (Burger King)
Beverage, Food & Tobacco
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
11/19/2026
1,470,000
1,438,969
1,440,968
BAKELITE UK INTERMEDIATE LTD.
Chemicals, Plastics, & Rubber
Term Loan
Loan
3M USD SOFR+
4.25 %
0.00 %
4.75 %
2/1/2029
1,000,000
995,000
992,500
Baldwin Risk Partners, LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
10/14/2027
1,238,775
1,225,981
1,222,522
Belfor Holdings Inc.
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
4/6/2026
248,092
247,897
246,851
Belron Finance US LLC
Automotive
Term Loan B (3/21)
Loan
3M USD LIBOR+
2.75 %
0.50 %
3.25 %
4/13/2028
1,985,000
1,967,341
1,968,247
49
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Bengal Debt Merger Sub LLC
Beverage, Food & Tobacco
Term Loan
Loan
3M USD SOFR+
3.25 %
0.50 %
3.75 %
1/24/2029
1,890,909
1,889,030
1,873,191
Bengal Debt Merger Sub LLC
Beverage, Food & Tobacco
Delayed Draw Term Loan
Loan
3M USD SOFR+
3.25 %
0.50 %
3.75 %
1/24/2029
109,091
109,048
108,069
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
4/23/2026
989,873
983,805
967,601
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (6/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
4/23/2026
1,480,053
1,470,897
1,464,335
Blucora, Inc.
Services: Consumer
Term Loan (11/17)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
5/22/2024
2,443,339
2,437,898
2,437,230
Blue Tree Holdings, Inc.
Chemicals, Plastics, & Rubber
Term Loan (2/21)
Loan
3M USD LIBOR+
2.50 %
0.00 %
2.72 %
3/4/2028
992,500
990,307
983,200
Bombardier Recreational Products, Inc.
Consumer goods: Durable
Term Loan (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.21 %
5/24/2027
1,470,049
1,461,460
1,442,486
Boxer Parent Company, Inc.
High Tech Industries
Term Loan (2/21)
Loan
3M USD LIBOR+
3.75 %
0.00 %
3.97 %
10/2/2025
522,846
522,846
516,310
Bracket Intermediate Holding Corp
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
4.25 %
0.00 %
4.47 %
9/5/2025
967,500
964,897
959,034
BrightSpring Health Services (Phoenix Guarantor)
Healthcare & Pharmaceuticals
Term Loan B-3
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.66 %
3/5/2026
992,500
992,500
980,342
BroadStreet Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B3
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.21 %
1/22/2027
2,979,108
2,973,591
2,930,697
Brookfield WEC Holdings Inc.
Energy: Electricity
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
8/1/2025
1,477,538
1,479,743
1,453,528
Buckeye Partners, L.P.
Utilities: Oil & Gas
Term Loan (1/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
11/1/2026
1,970,088
1,958,262
1,946,565
BW Gas & Convenience Holdings LLC
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
3/31/2028
2,487,500
2,465,358
2,475,063
Callaway Golf Company
Retail
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.71 %
1/4/2026
682,500
673,958
681,005
CareerBuilder, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
6.75 %
1.00 %
7.75 %
7/31/2023
5,393,388
5,246,921
4,159,650
CareStream Health, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
6M USD LIBOR+
6.75 %
1.00 %
7.75 %
5/8/2023
2,184,163
2,181,757
2,184,163
Casa Systems, Inc
Telecommunications
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.00 %
12/20/2023
1,391,125
1,387,217
1,349,391
Castle US Holding Corporation
Media: Advertising, Printing & Publishing
Term Loan B (USD)
Loan
3M USD LIBOR+
3.75 %
0.00 %
3.97 %
1/27/2027
1,980,130
1,968,915
1,934,864
CBI BUYER, INC.
Consumer goods: Durable
Term Loan
Loan
3M USD LIBOR+
3.25 %
0.50 %
3.75 %
1/6/2028
995,000
992,948
963,906
CCC Intelligent Solutions Inc.
Services: Business
Term Loan B
Loan
3M USD LIBOR+
2.50 %
0.50 %
3.00 %
9/16/2028
250,000
249,432
246,875
CCI Buyer, Inc
Telecommunications
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
12/17/2027
248,125
246,017
245,257
CCRR Parent, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
3/5/2028
992,500
988,070
986,297
CCS-CMGC Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
5.71 %
9/25/2025
2,425,000
2,412,003
2,371,456
Cengage Learning, Inc.
Media: Advertising, Printing & Publishing
Term Loan B (6/21)
Loan
6M USD LIBOR+
4.75 %
1.00 %
5.75 %
7/14/2026
2,992,500
2,966,179
2,985,019
CENTURI GROUP, INC.
Construction & Building
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.50 %
3.00 %
8/27/2028
931,998
923,210
923,647
CenturyLink, Inc.
Telecommunications
Term Loan B (1/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
3/15/2027
3,929,899
3,924,411
3,823,045
Chemours Company, (The)
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
4/3/2025
915,661
880,331
896,780
Churchill Downs Incorporated
Hotel, Gaming & Leisure
Term Loan B1 (3/21)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.21 %
3/17/2028
496,250
495,147
489,427
CIMPRESS PUBLIC LIMITED COMPANY
Media: Advertising, Printing & Publishing
USD Term Loan
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
5/17/2028
995,000
986,097
987,538
CITADEL SECURITIES LP
Banking, Finance, Insurance & Real Estate
Term Loan B (01/21)
Loan
1M USD SOFR+
2.50 %
0.00 %
2.69 %
2/2/2028
4,962,500
4,957,863
4,911,089
Clarios Global LP
Automotive
Term Loan B1
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
4/30/2026
1,267,812
1,259,559
1,253,549
50
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Claros Mortgage Trust, Inc
Banking, Finance, Insurance & Real Estate
Term Loan B-1 (11/21)
Loan
1M USD SOFR+
4.50 %
0.50 %
5.00 %
8/9/2026
3,474,709
3,452,852
3,457,336
Cole Haan
Consumer goods: Non-durable
Term Loan B
Loan
3M USD LIBOR+
5.50 %
0.00 %
6.01 %
2/7/2025
925,000
919,273
811,688
Columbus McKinnon Corporation
Capital Equipment
Term Loan (4/21)
Loan
3M USD LIBOR+
2.75 %
0.50 %
3.25 %
5/14/2028
487,192
486,099
482,929
Compass Power Generation, LLC
Utilities: Electric
Term Loan B (08/18)
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
12/20/2024
1,707,152
1,704,898
1,686,120
Conduent, Inc.
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.50 %
4.75 %
10/16/2028
1,000,000
990,409
990,310
Connect Finco SARL
Telecommunications
Term Loan (1/21)
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
12/11/2026
2,947,500
2,823,770
2,906,972
Consolidated Communications, Inc.
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
10/2/2027
714,005
705,262
704,187
CORAL-US CO-BORROWER LLC
Telecommunications
Term Loan B-5
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.44 %
1/31/2028
4,000,000
3,986,739
3,914,280
CoreCivic, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (12/19)
Loan
1M USD LIBOR+
4.50 %
1.00 %
5.50 %
12/18/2024
1,872,727
1,852,319
1,857,127
Corelogic, Inc.
Services: Business
Term Loan (4/21)
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
6/2/2028
2,493,750
2,482,238
2,459,461
Cortes NP Acquisition Corp (Vertiv)
Capital Equipment
Term Loan 2/21
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.86 %
3/2/2027
1,980,000
1,980,000
1,913,175
COWEN INC.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
6M USD LIBOR+
3.25 %
0.00 %
4.00 %
3/24/2028
3,967,481
3,944,804
3,898,050
CROCS INC
Consumer goods: Durable
Term Loan
Loan
3M USD SOFR+
3.50 %
0.50 %
4.03 %
1/26/2029
1,000,000
995,000
987,500
Cross Financial Corp
Banking, Finance, Insurance & Real Estate
Term Loan B (3/21)
Loan
6M USD LIBOR+
4.00 %
0.75 %
4.81 %
9/15/2027
497,500
497,013
495,634
Crown Subsea Communications Holding, Inc.
Construction & Building
Term Loan (4/21)
Loan
1M USD LIBOR+
4.75 %
0.75 %
5.50 %
4/27/2027
2,404,110
2,382,506
2,402,114
CSC Holdings LLC (Neptune Finco Corp.)
Media: Broadcasting & Subscription
Term Loan B (03/17)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.44 %
7/15/2025
1,934,010
1,919,923
1,873,263
CSC Holdings LLC (Neptune Finco Corp.)
Media: Broadcasting & Subscription
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.44 %
1/15/2026
485,000
484,359
469,946
CSC Holdings LLC (Neptune Finco Corp.)
Media: Broadcasting & Subscription
Term Loan B-5
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.69 %
4/15/2027
490,000
490,000
475,035
CTS Midco, LLC
High Tech Industries
Term Loan B
Loan
3M USD LIBOR+
6.00 %
1.00 %
7.00 %
11/2/2027
1,980,000
1,929,799
1,952,775
Daseke Inc
Transportation: Cargo
Term Loan 2/21
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
3/5/2028
1,488,750
1,482,131
1,473,863
DCert Buyer, Inc.
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.21 %
10/16/2026
1,484,887
1,484,887
1,477,046
Dealer Tire, LLC
Automotive
Term Loan B-1
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.46 %
12/12/2025
2,940,000
2,935,370
2,926,211
Delek US Holdings, Inc.
Utilities: Oil & Gas
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
3/31/2025
6,315,361
6,274,862
6,148,699
DexKo Global, Inc. (Dragon Merger)
Automotive
Term Loan (9/21)
Loan
3M USD LIBOR+
3.75 %
0.50 %
4.25 %
10/4/2028
840,000
836,119
828,450
DexKo Global, Inc. (Dragon Merger) (a)
Automotive
Delayed Draw Term Loan (9/21)
Loan
3M USD LIBOR+
3.75 %
0.50 %
4.25 %
10/4/2028
130,905
134,906
132,706
Diamond Sports Group, LLC (b)
Media: Broadcasting & Subscription
Term Loan
Loan
Prime+
2.25 %
0.00 %
5.50 %
8/24/2026
3,408,970
2,964,398
1,264,728
DIRECTV FINANCING, LLC
Media: Broadcasting & Subscription
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.75 %
5.75 %
8/2/2027
3,910,000
3,874,543
3,896,823
Dispatch Acquisition Holdings, LLC
Environmental Industries
Term Loan B (3/21)
Loan
3M USD LIBOR+
4.25 %
0.75 %
5.00 %
3/25/2028
497,500
493,121
493,769
DOMTAR CORPORATION
Forest Products & Paper
Term Loan 9/21
Loan
1M USD LIBOR+
5.50 %
0.75 %
6.25 %
11/30/2028
840,645
832,557
837,140
DRI HOLDING INC.
Media: Advertising, Printing & Publishing
Term Loan (12/21)
Loan
1M USD LIBOR+
5.25 %
0.50 %
5.75 %
12/15/2028
3,000,000
2,970,701
2,944,500
51
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
DRW Holdings, LLC
Banking, Finance, Insurance & Real Estate
Term Loan (2/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
3/1/2028
6,500,000
6,454,552
6,467,500
DTZ U.S. Borrower, LLC
Construction & Building
Term Loan
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.96 %
8/21/2025
3,876,012
3,865,362
3,838,880
EAB Global, Inc.
Services: Business
Term Loan (08/21)
Loan
6M USD LIBOR+
3.50 %
0.50 %
4.00 %
8/16/2028
1,000,000
995,320
989,250
Echo Global Logistics, Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.50 %
4.25 %
11/23/2028
2,000,000
1,995,444
1,978,500
Edelman Financial Group Inc., The
Banking, Finance, Insurance & Real Estate
Term Loan B (3/21)
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
4/7/2028
2,210,766
2,203,181
2,190,603
Electrical Components Inter., Inc.
Capital Equipment
Term Loan (6/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.46 %
6/26/2025
1,903,934
1,903,934
1,874,575
ELECTRON BIDCO INC.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.75 %
11/1/2028
500,000
497,610
494,455
ELO Touch Solutions, Inc.
Media: Diversified & Production
Term Loan (12/18)
Loan
1M USD LIBOR+
6.50 %
0.00 %
6.71 %
12/14/2025
2,341,935
2,266,272
2,334,137
Embecta Corp
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD SOFR+
3.00 %
0.50 %
3.50 %
1/26/2029
750,000
746,250
742,688
Endo Luxembourg Finance Company I S.a.r.l.
Healthcare & Pharmaceuticals
Term Loan (3/21)
Loan
3M USD LIBOR+
5.00 %
0.75 %
5.75 %
3/27/2028
2,347,110
2,338,792
2,264,421
Endure Digital, Inc.
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
3.50 %
0.75 %
4.25 %
2/10/2028
2,487,500
2,476,721
2,394,219
Enterprise Merger Sub Inc.
Healthcare & Pharmaceuticals
Term Loan B (06/18)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
10/10/2025
4,850,000
4,844,205
3,516,638
Equiniti Group PLC
Services: Business
Term Loan B
Loan
3M USD LIBOR+
4.50 %
0.50 %
5.00 %
12/11/2028
500,000
495,392
497,085
EyeCare Partners, LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
3.97 %
2/18/2027
1,967,959
1,967,595
1,945,820
Finco I LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (9/20)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
6/27/2025
3,793,978
3,787,136
3,743,708
First Brands Group, LLC
Automotive
1st Lien Term Loan (3/21)
Loan
3M USD LIBOR+
5.00 %
1.00 %
6.00 %
3/30/2027
4,962,500
4,891,260
4,925,281
First Eagle Investment Management
Banking, Finance, Insurance & Real Estate
Refinancing Term Loan
Loan
3M USD LIBOR+
2.50 %
0.00 %
2.72 %
2/1/2027
5,200,639
5,184,839
5,109,628
First Student Bidco Inc.
Transportation: Consumer
Term Loan B
Loan
3M USD LIBOR+
3.00 %
0.50 %
3.50 %
7/21/2028
730,392
725,495
719,663
First Student Bidco Inc.
Transportation: Consumer
Term Loan C
Loan
3M USD LIBOR+
3.00 %
0.50 %
3.50 %
7/21/2028
269,608
267,800
265,647
Fitness International, LLC (LA Fitness)
Services: Consumer
Term Loan B (4/18)
Loan
3M USD LIBOR+
3.25 %
1.00 %
4.25 %
4/18/2025
1,330,058
1,325,610
1,235,292
FOCUS FINANCIAL PARTNERS, LLC
Banking, Finance, Insurance & Real Estate
Term Loan (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.21 %
7/3/2024
494,872
494,493
488,122
Franchise Group, Inc.
Services: Consumer
First Out Term Loan
Loan
3M USD LIBOR+
4.75 %
0.75 %
5.50 %
3/10/2026
815,445
808,696
813,406
Franklin Square Holdings, L.P.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.50 %
8/1/2025
4,353,736
4,335,125
4,310,199
Froneri International (R&R Ice Cream)
Beverage, Food & Tobacco
Term Loan B-2
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
1/29/2027
1,970,000
1,966,736
1,927,428
Garrett LX III S.a r.l.
Automotive
Dollar Term Loan
Loan
3M USD LIBOR+
3.25 %
0.50 %
3.75 %
4/28/2028
1,496,250
1,489,649
1,470,066
Gemini HDPE LLC
Chemicals, Plastics, & Rubber
Term Loan B (12/20)
Loan
3M USD LIBOR+
3.00 %
0.50 %
3.50 %
12/31/2027
2,392,656
2,376,261
2,370,715
General Nutrition Centers, Inc. (d)
Retail
Second Lien Term Loan
Loan
1M USD LIBOR+
6.00 %
0.00 %
6.11 %
10/7/2026
376,605
376,605
351,342
Genesee & Wyoming, Inc.
Transportation: Cargo
Term Loan (11/19)
Loan
3M USD LIBOR+
2.00 %
0.00 %
2.22 %
12/30/2026
1,473,750
1,468,685
1,451,305
GEO Group, Inc., The
Banking, Finance, Insurance & Real Estate
Term Loan Refinance
Loan
1M USD LIBOR+
2.00 %
0.75 %
2.75 %
3/22/2024
3,922,786
3,717,418
3,615,828
GGP Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
8/27/2025
3,775,280
3,197,869
3,684,031
Gigamon Inc.
Services: Business
Term Loan B
Loan
6M USD LIBOR+
3.50 %
0.75 %
4.25 %
12/27/2024
2,900,607
2,887,935
2,889,730
Global Business Travel (GBT) III Inc.
Hotel, Gaming & Leisure
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
8/13/2025
4,353,750
4,353,165
4,065,314
52
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Global Tel*Link Corporation
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.46 %
11/29/2025
4,938,649
4,748,435
4,788,959
Go Daddy Operating Company, LLC
High Tech Industries
Term Loan 2/21
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.21 %
8/10/2027
1,979,899
1,979,899
1,948,657
Go Wireless Holdings, Inc.
Telecommunications
Term Loan
Loan
1M USD LIBOR+
6.50 %
1.00 %
7.50 %
12/22/2024
2,846,753
2,824,354
2,828,961
GOLDEN WEST PACKAGING GROUP LLC
Forest Products & Paper
Term Loan (11/21)
Loan
1M USD LIBOR+
5.25 %
0.75 %
6.00 %
11/23/2027
2,000,000
1,980,672
1,980,000
Graham Packaging Co Inc
Containers, Packaging & Glass
Term Loan (2/21)
Loan
1M USD LIBOR+
3.00 %
0.75 %
3.75 %
8/7/2027
972,314
966,607
961,647
Great Outdoors Group, LLC
Retail
Term Loan B2
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
3/6/2028
990,019
985,574
984,079
Greenhill & Co., Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
4/12/2024
2,844,231
2,829,223
2,826,454
Griffon Corporation
Consumer goods: Durable
Term Loan B
Loan
3M USD SOFR+
2.75 %
0.50 %
3.27 %
1/24/2029
250,000
249,378
248,063
Grosvenor Capital Management Holdings, LLLP
Banking, Finance, Insurance & Real Estate
Amendment 5 Term Loan
Loan
1M USD LIBOR+
2.50 %
0.50 %
3.00 %
2/24/2028
3,870,741
3,867,368
3,845,581
Harbor Freight Tools USA, Inc.
Retail
Term Loan B (06/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
10/19/2027
3,473,618
3,452,200
3,414,393
Harland Clarke Holdings Corp.
Media: Advertising, Printing & Publishing
Term Loan (08/21)
Loan
3M USD LIBOR+
7.75 %
1.00 %
8.75 %
6/16/2026
1,262,555
1,260,655
1,121,149
Helix Gen Funding, LLc
Energy: Electricity
Term Loan B (02/17)
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
6/3/2024
226,716
226,626
218,895
Hillman Group Inc. (The) (New)
Consumer goods: Durable
Term Loan B-1 (2/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
7/14/2028
3,514,399
3,506,291
3,471,101
Hillman Group Inc. (The) (New) (a)
Consumer goods: Durable
Delayed Draw Term Loan (2/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
7/14/2028
67,342
67,342
56,947
HLF Financing SARL (Herbalife)
Consumer goods: Non-durable
Term Loan B (08/18)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
8/18/2025
3,550,000
3,541,488
3,505,625
Holley Purchaser, Inc
Automotive
Term Loan (11/21)
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
11/17/2028
2,137,500
2,127,187
2,117,899
Holley Purchaser, Inc (a)
Automotive
Delayed Draw Term Loan
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
11/17/2028
106,875
106,875
103,602
Howden Group Holdings
Banking, Finance, Insurance & Real Estate
Term Loan (1/21)
Loan
1M USD LIBOR+
3.25 %
0.75 %
4.00 %
11/12/2027
2,174,152
2,164,312
2,148,192
Hudson River Trading LLC
Banking, Finance, Insurance & Real Estate
Term Loan (3/21)
Loan
1M USD SOFR+
3.00 %
0.00 %
3.30 %
3/17/2028
5,955,000
5,902,173
5,843,344
Idera, Inc.
High Tech Industries
Term Loan (02/21)
Loan
6M USD LIBOR+
3.75 %
0.75 %
4.50 %
3/2/2028
4,860,079
4,848,914
4,811,478
IMA Financial Group, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/21)
Loan
1M USD LIBOR+
3.75 %
0.50 %
4.25 %
11/1/2028
2,000,000
1,990,546
1,973,760
INDY US BIDCO, LLC
Services: Business
Term Loan (11/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
3/6/2028
2,238,141
2,237,925
2,221,355
INEOS US PETROCHEM LLC
Chemicals, Plastics, & Rubber
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
1/29/2026
995,000
991,113
983,189
Informatica Inc.
High Tech Industries
Term Loan B (10/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
3.00 %
10/27/2028
500,000
499,441
493,440
Ingram Micro Inc.
High Tech Industries
Term Loan
Loan
3M USD LIBOR+
3.50 %
0.50 %
4.00 %
6/30/2028
1,492,500
1,478,709
1,483,172
Inmar Acquisition Sub, Inc.
Services: Business
Term Loan B
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
5/1/2024
3,386,129
3,343,519
3,356,501
Innophos, Inc.
Chemicals, Plastics, & Rubber
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
2/4/2027
491,250
489,509
487,973
INSTANT BRANDS HOLDINGS INC.
Consumer goods: Durable
Term Loan 4/21
Loan
3M USD LIBOR+
5.00 %
0.75 %
5.75 %
4/7/2028
4,368,033
4,346,269
4,018,591
INSTRUCTURE HOLDINGS, INC.
High Tech Industries
Term Loan B
Loan
3M USD LIBOR+
2.75 %
0.50 %
3.27 %
10/21/2028
500,000
498,797
492,500
Isagenix International, LLC
Beverage, Food & Tobacco
Term Loan
Loan
3M USD LIBOR+
5.75 %
1.00 %
6.75 %
6/14/2025
2,427,552
2,401,608
1,775,900
Ivory Merger Sub, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.67 %
3/14/2025
2,949,539
2,931,462
2,870,285
J Jill Group, Inc
Retail
Priming Term Loan
Loan
3M USD LIBOR+
5.00 %
1.00 %
6.00 %
5/8/2024
1,574,907
1,573,650
1,409,542
53
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Jane Street Group
Banking, Finance, Insurance & Real Estate
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.96 %
1/31/2028
3,960,000
3,954,873
3,906,778
Journey Personal Care Corp.
Consumer goods: Non-durable
Term Loan B
Loan
3M USD LIBOR+
4.25 %
0.75 %
5.00 %
3/1/2028
995,000
990,570
945,250
JP Intermediate B, LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.50 %
11/15/2025
4,154,019
4,125,538
3,620,933
KAR Auction Services, Inc.
Automotive
Term Loan B (09/19)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.50 %
9/19/2026
244,375
243,989
241,931
Klockner-Pentaplast of America, Inc.
Containers, Packaging & Glass
Term Loan (1/21) (USD)
Loan
6M USD LIBOR+
4.75 %
0.50 %
5.55 %
2/12/2026
1,488,750
1,482,629
1,391,981
Kodiak BP, LLC
Construction & Building
Term Loan
Loan
3M USD LIBOR+
3.25 %
0.75 %
4.00 %
3/13/2028
496,250
494,732
489,054
KREF Holdings X LLC
Banking, Finance, Insurance & Real Estate
Term Loan (11/21)
Loan
3M USD LIBOR+
3.50 %
0.50 %
4.00 %
9/1/2027
496,250
486,145
491,288
Lakeland Tours, LLC (d)
Hotel, Gaming & Leisure
Priority Exit PIK Term Loan (9/20)
Loan
3M USD LIBOR+
6.00 %
1.25 %
7.25 %
9/25/2023
299,904
288,132
300,054
Lakeland Tours, LLC (d)
Hotel, Gaming & Leisure
2nd Out Take Back PIK Term Loan
Loan
3M USD LIBOR+
1.50 %
1.25 %
2.75 %
9/25/2025
616,465
528,040
592,115
Lakeland Tours, LLC (d)
Hotel, Gaming & Leisure
Third Out PIK Term Loan
Loan
3M USD LIBOR+
1.50 %
1.25 %
2.75 %
9/25/2025
818,373
540,076
720,987
Lakeland Tours, LLC (d)
Hotel, Gaming & Leisure
Holdco Fixed Term Loan
Loan
Fixed
0.00 %
0.00 %
13.25 %
9/27/2027
869,977
228,303
594,847
Lealand Finance Company B.V. (d)
Energy: Oil & Gas
Exit Term Loan
Loan
1M USD LIBOR+
1.00 %
0.00 %
1.21 %
6/30/2025
334,753
334,753
155,422
Learfield Communications, Inc
Media: Advertising, Printing & Publishing
Initial Term Loan (A-L Parent)
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.25 %
12/1/2023
475,000
474,352
449,616
Lifetime Brands, Inc
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
2/28/2025
2,694,077
2,673,038
2,667,136
Lightstone Generation LLC
Energy: Electricity
Term Loan B
Loan
3M USD LIBOR+
3.75 %
1.00 %
4.75 %
1/30/2024
1,322,520
1,321,594
1,099,212
Lightstone Generation LLC
Energy: Electricity
Term Loan C
Loan
3M USD LIBOR+
3.75 %
1.00 %
4.75 %
1/30/2024
74,592
74,542
61,997
Liquid Tech Solutions Holdings, LLC
Services: Business
Term Loan
Loan
12M USD LIBOR+
4.75 %
0.00 %
5.50 %
3/17/2028
995,000
991,612
991,269
LogMeIn, Inc.
High Tech Industries
Term Loan (8/20)
Loan
1M USD LIBOR+
4.75 %
0.00 %
4.89 %
8/31/2027
3,960,000
3,897,792
3,888,482
LOYALTY VENTURES INC.
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.50 %
5.00 %
11/3/2027
3,340,141
3,320,925
3,294,214
LPL Holdings, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B1
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
11/11/2026
1,220,308
1,218,289
1,200,857
LSF11 A5 HOLDCO LLC
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD SOFR+
3.75 %
0.50 %
4.25 %
10/16/2028
250,000
248,837
246,875
MA FinanceCo LLC
High Tech Industries
Term Loan B4
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.25 %
6/5/2025
2,234,660
2,228,836
2,208,582
MAGNITE, INC.
Services: Business
Term Loan
Loan
6M USD LIBOR+
5.00 %
0.75 %
5.75 %
4/28/2028
1,990,000
1,935,905
1,980,050
Marriott Ownership Resorts, Inc.
Hotel, Gaming & Leisure
Term Loan (11/19)
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
8/29/2025
1,317,074
1,317,074
1,290,403
Match Group, Inc, The
Services: Consumer
Term Loan (1/20)
Loan
3M USD LIBOR+
1.75 %
0.00 %
2.22 %
2/15/2027
250,000
249,562
244,895
Mayfield Agency Borrower Inc. (FeeCo)
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.71 %
2/28/2025
3,392,071
3,369,794
3,375,823
McAfee, LLC
Services: Business
Term Loan B
Loan
Prime+
2.75 %
0.00 %
6.00 %
9/30/2024
1,642,423
1,638,322
1,638,054
McGraw-Hill Education, Inc.
Media: Advertising, Printing & Publishing
Term Loan (07/21)
Loan
3M USD LIBOR+
4.75 %
0.50 %
5.26 %
7/28/2028
1,995,000
1,976,108
1,975,050
MedAssets Software Inter Hldg, Inc.
High Tech Industries
Term Loan (11/21) (USD)
Loan
3M USD LIBOR+
4.00 %
0.50 %
4.50 %
11/17/2028
500,000
492,500
496,250
Mermaid Bidco Inc.
High Tech Industries
Term Loan B2
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
12/22/2027
993,756
990,577
976,366
Messer Industries, LLC
Chemicals, Plastics, & Rubber
Term Loan B
Loan
3M USD LIBOR+
2.50 %
0.00 %
2.72 %
3/1/2026
3,381,477
3,366,633
3,341,677
Michaels Companies Inc
Retail
Term Loan B (Magic Mergeco)
Loan
3M USD LIBOR+
4.25 %
0.75 %
5.00 %
4/8/2028
2,492,500
2,474,302
2,312,492
Milk Specialties Company
Beverage, Food & Tobacco
Term Loan (6/21)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
8/15/2025
3,801,560
3,774,075
3,782,552
MJH Healthcare Holdings, LLC
Healthcare & Pharmaceuticals
Term Loan B (01/22)
Loan
1M USD SOFR+
3.50 %
0.50 %
4.00 %
1/28/2029
250,000
248,782
247,500
54
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
MKS Instruments, Inc.
High Tech Industries
Term Loan B6
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
2/2/2026
868,529
863,296
862,562
MRC Global Inc.
Metals & Mining
Term Loan B2
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.21 %
9/20/2024
351,484
351,116
348,848
MW Industries, Inc. (Helix Acquisition Holdings)
Capital Equipment
Term Loan (2019 Incremental)
Loan
3M USD LIBOR+
3.75 %
0.00 %
3.97 %
9/30/2024
2,842,097
2,812,930
2,765,730
NAB Holdings, LLC (North American Bancard)
Banking, Finance, Insurance & Real Estate
Term Loan (11/21)
Loan
1M USD SOFR+
3.00 %
0.50 %
3.50 %
11/17/2028
3,000,000
2,992,613
2,950,710
Natgasoline LLC
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.75 %
11/14/2025
3,472,277
3,448,686
3,411,513
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan 2/21
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
3/2/2028
2,763,891
2,753,599
2,704,771
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan C 2/21
Loan
3M USD LIBOR+
3.75 %
0.75 %
4.50 %
3/2/2028
87,464
87,078
85,593
National Mentor Holdings, Inc. (a)
Healthcare & Pharmaceuticals
Delayed Draw Term Loan 2/21
Loan
N/A
N/A
N/A
N/A
3/2/2028
-
-
( 2,758 )
Neenah, Inc.
Forest Products & Paper
Term Loan B (03/21)
Loan
3M USD LIBOR+
3.00 %
0.50 %
3.50 %
4/6/2028
1,990,000
1,981,133
1,960,150
NEW ERA CAP, LLC
Consumer goods: Durable
Term Loan (01/22)
Loan
6M USD LIBOR+
6.00 %
0.75 %
6.75 %
7/13/2027
1,000,000
998,828
997,500
Nexstar Broadcasting, Inc. (Mission Broadcasting)
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
9/18/2026
1,113,795
1,103,364
1,107,146
Next Level Apparel, Inc.
Retail
Term Loan
Loan
3M USD WIBOR+
5.50 %
1.00 %
6.50 %
8/9/2024
1,725,340
1,717,025
1,690,834
NM Z Parent Inc (Zep Inc)
Chemicals, Plastics, & Rubber
Term Loan
Loan
12M USD LIBOR+
4.00 %
1.00 %
5.00 %
8/9/2024
871,151
869,399
842,838
NorthPole Newco S.a.r.l (b), (d)
Aerospace & Defense
Term Loan
Loan
3M USD LIBOR+
7.00 %
0.00 %
7.22 %
3/3/2025
5,348,887
5,028,659
1,537,805
NortonLifeLock Inc.
High Tech Industries
Term Loan B
Loan
3M USD SOFR+
2.00 %
0.50 %
2.50 %
1/28/2029
1,500,000
1,492,500
1,480,620
Novae LLC
Automotive
Term Loan B
Loan
1M USD SOFR+
5.00 %
0.75 %
5.75 %
12/22/2028
1,555,556
1,540,210
1,540,000
Novae LLC (a)
Automotive
Delayed Draw Term Loan
Loan
N/A
N/A
N/A
N/A
12/22/2028
-
-
( 4,444 )
Novolex Holdings, Inc (Flex Acquisition)
Containers, Packaging & Glass
Term Loan (02/21)
Loan
3M USD LIBOR+
3.50 %
0.50 %
4.00 %
3/2/2028
987,555
983,296
983,437
Nuvei Technologies Corp.
High Tech Industries
US Term Loan
Loan
1M USD LIBOR+
2.50 %
0.50 %
3.00 %
9/29/2025
2,238,750
2,234,198
2,210,766
Olaplex, Inc.
Consumer goods: Non-durable
Term Loan (2/22)
Loan
1M USD SOFR+
3.75 %
0.50 %
4.25 %
2/23/2029
1,000,000
997,500
996,250
Organon & Co.
Healthcare & Pharmaceuticals
Term Loan USD
Loan
6M USD LIBOR+
3.00 %
0.50 %
3.50 %
6/2/2028
2,410,417
2,399,629
2,397,617
Pacific Gas and Electric Company
Utilities: Electric
Term Loan
Loan
3M USD LIBOR+
3.00 %
0.50 %
3.50 %
6/18/2025
1,479,969
1,474,197
1,449,999
PACTIV EVERGREEN GROUP HOLDINGS INC.
Containers, Packaging & Glass
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.50 %
4.00 %
9/20/2028
997,500
992,792
984,473
Padagis LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
4.75 %
0.50 %
5.25 %
7/6/2028
941,176
932,470
934,118
Panther Guarantor II, L.P. (Forcepoint)
High Tech Industries
Term Loan 1/21
Loan
3M USD LIBOR+
4.50 %
0.50 %
5.00 %
1/7/2028
497,500
494,346
493,520
Pathway Partners Vet Management Company LLC
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
3/30/2027
491,473
482,640
486,804
PCI Gaming Authority
Hotel, Gaming & Leisure
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
5/29/2026
809,038
806,361
800,188
PEARLS (Netherlands) Bidco B.V.
Chemicals, Plastics, & Rubber
USD Term Loan (02/22)
Loan
3M USD SOFR+
4.00 %
0.50 %
4.50 %
2/4/2029
1,000,000
997,500
989,580
PECF USS INTERMEDIATE HOLDING III CORPORATION
Environmental Industries
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.50 %
4.75 %
12/15/2028
100,000
99,777
99,391
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC
Healthcare & Pharmaceuticals
Term Loan (12/22)
Loan
3M USD LIBOR+
3.50 %
0.00 %
3.84 %
12/28/2028
1,302,632
1,296,159
1,291,234
55
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a)
Healthcare & Pharmaceuticals
Delayed Draw Term Loan (12/21)
Loan
N/A
N/A
N/A
N/A
12/28/2028
-
-
( 1,727 )
Penn National Gaming
Hotel, Gaming & Leisure
Term Loan B-1
Loan
1M USD LIBOR+
2.25 %
0.75 %
3.00 %
10/15/2025
1,762,675
1,715,292
1,746,370
Peraton Corp.
Aerospace & Defense
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
2/1/2028
5,459,994
5,439,162
5,425,869
PHYSICIAN PARTNERS, LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD SOFR+
4.00 %
0.50 %
4.50 %
12/23/2028
2,000,000
1,980,245
1,985,000
Ping Identity Corporation
High Tech Industries
Term Loan B (11/21)
Loan
6M USD SOFR+
3.75 %
0.50 %
4.45 %
11/22/2028
1,000,000
995,074
990,000
Pitney Bowes Inc
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.21 %
3/17/2028
2,977,500
2,960,793
2,944,003
Pixelle Specialty Solutions LLC
Forest Products & Paper
Term Loan
Loan
1M USD LIBOR+
6.50 %
1.00 %
7.50 %
10/31/2024
3,535,026
3,515,981
3,504,837
Plastipak Holdings Inc.
Containers, Packaging & Glass
Term Loan B (11/21)
Loan
1M USD LIBOR+
2.50 %
0.50 %
3.00 %
11/17/2028
2,000,000
1,990,299
1,974,380
Playtika Holding Corp.
High Tech Industries
Term Loan B (3/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.96 %
3/13/2028
4,466,250
4,457,371
4,415,513
PMHC II, INC.
Chemicals, Plastics, & Rubber
Term Loan (02/22)
Loan
3M USD SOFR+
4.25 %
0.50 %
4.75 %
2/2/2029
2,000,000
1,990,000
1,968,340
PointClickCare Technologies, Inc.
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
3.00 %
0.75 %
3.75 %
12/29/2027
496,250
494,183
486,945
Polymer Process Holdings, Inc.
Containers, Packaging & Glass
Term Loan
Loan
1M USD LIBOR+
4.75 %
0.75 %
5.50 %
2/12/2028
5,458,750
5,404,639
5,333,635
Pre-Paid Legal Services, Inc.
Services: Consumer
Term Loan (12/21)
Loan
3M USD LIBOR+
3.75 %
0.50 %
4.25 %
12/15/2028
3,000,000
2,975,633
2,973,000
Presidio, Inc.
Services: Business
Term Loan B (1/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.71 %
1/22/2027
492,500
491,700
488,038
Prime Security Services Borrower, LLC (ADT)
Services: Consumer
Term Loan (1/21)
Loan
6M USD LIBOR+
2.75 %
0.75 %
3.50 %
9/23/2026
3,556,300
3,553,818
3,513,837
PRIORITY HOLDINGS, LLC
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
5.75 %
1.00 %
6.75 %
4/27/2027
2,985,000
2,957,411
2,973,806
PriSo Acquisition Corporation
Construction & Building
Term Loan (01/21)
Loan
3M USD LIBOR+
3.25 %
0.75 %
4.00 %
12/28/2027
496,248
494,100
487,832
Project Leopard Holdings Inc
High Tech Industries
Term Loan
Loan
6M USD LIBOR+
4.75 %
1.00 %
5.75 %
7/5/2024
495,000
494,242
492,678
Prometric Inc. (Sarbacane Bidco)
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.00 %
1/29/2025
481,388
480,315
474,017
PUG LLC
Services: Consumer
Term Loan B (02/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.71 %
2/12/2027
485,075
483,298
475,374
QUEST BORROWER LIMITED
High Tech Industries
Term Loan (1/22)
Loan
3M USD SOFR+
4.25 %
0.50 %
4.75 %
1/19/2029
2,000,000
1,980,237
1,968,760
Rackspace Technology Global, Inc.
High Tech Industries
Term Loan (1/21)
Loan
1M USD LIBOR+
2.75 %
0.75 %
3.50 %
2/15/2028
496,250
494,141
480,519
RealPage, Inc.
High Tech Industries
Term Loan (04/21)
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.75 %
4/24/2028
997,500
995,328
985,720
Renaissance Learning, Inc.
Services: Consumer
Term Loan (5/18)
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
5/30/2025
2,969,141
2,946,381
2,922,496
Rent-A-Center, Inc.
Retail
Term Loan B2 (9/21)
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.81 %
2/17/2028
993,744
991,647
973,869
Research Now Group, Inc
Media: Advertising, Printing & Publishing
Term Loan
Loan
6M USD LIBOR+
5.50 %
1.00 %
6.50 %
12/20/2024
4,343,378
4,268,021
4,251,082
Resideo Funding Inc.
Services: Consumer
Term Loan (1/21)
Loan
1M USD LIBOR+
2.25 %
0.50 %
2.75 %
2/11/2028
1,488,750
1,486,251
1,481,306
Resolute Investment Managers (American Beacon), Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/20)
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.25 %
4/30/2024
3,084,702
3,078,180
3,067,366
Restoration Hardware, Inc.
Retail
Term Loan (9/21)
Loan
3M USD LIBOR+
2.50 %
0.50 %
3.00 %
10/20/2028
3,497,500
3,489,704
3,456,509
Reynolds Consumer Products LLC
Containers, Packaging & Glass
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
1/29/2027
1,291,932
1,290,988
1,271,829
Reynolds Group Holdings Inc.
Metals & Mining
Term Loan B2
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
2/5/2026
3,465,000
3,449,546
3,406,545
Robertshaw US Holding Corp.
Consumer goods: Durable
Term Loan B
Loan
6M USD LIBOR+
3.50 %
1.00 %
4.50 %
2/28/2025
962,500
961,492
877,800
56
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
Rocket Software, Inc.
High Tech Industries
Term Loan (11/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.46 %
11/28/2025
2,905,190
2,897,593
2,876,138
Russell Investments US Inst’l Holdco, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/20)
Loan
6M USD LIBOR+
3.50 %
1.00 %
4.50 %
6/2/2025
5,637,965
5,601,072
5,592,185
RV Retailer LLC
Automotive
Term Loan
Loan
3M USD SOFR+
3.75 %
0.75 %
4.50 %
2/8/2028
1,985,000
1,967,852
1,951,513
Ryan Specialty Group LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.00 %
0.75 %
3.75 %
9/1/2027
493,750
487,862
489,583
S&S HOLDINGS LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.50 %
5.50 %
3/10/2028
2,483,744
2,427,454
2,458,906
Sally Holdings LLC
Retail
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
7/5/2024
748,409
746,932
740,925
Samsonite International S.A.
Consumer goods: Non-durable
Term Loan B2
Loan
1M USD LIBOR+
3.00 %
0.75 %
3.75 %
4/25/2025
987,538
967,436
979,519
Schweitzer-Mauduit International, Inc.
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
4/20/2028
2,985,000
2,969,212
2,895,450
Scientific Games Holdings LP
Hotel, Gaming & Leisure
Term Loan B
Loan
3M USD SOFR+
3.50 %
0.50 %
4.00 %
2/3/2029
500,000
498,750
496,460
SETANTA AIRCRAFT LEASING DAC
Aerospace & Defense
Term Loan
Loan
3M USD LIBOR+
2.00 %
0.00 %
2.14 %
11/2/2028
1,000,000
997,653
993,440
Signify Health, LLC
Healthcare & Pharmaceuticals
Term Loan B (6/21)
Loan
3M USD LIBOR+
3.25 %
0.50 %
3.75 %
6/16/2028
498,750
496,482
492,206
Sitel Worldwide Corporation
Services: Business
USD Term Loan (7/21)
Loan
3M USD LIBOR+
3.75 %
0.50 %
4.25 %
8/28/2028
1,995,000
1,985,688
1,981,294
SiteOne Landscape Supply, LLC
Services: Business
Term Loan (3/21)
Loan
3M USD LIBOR+
2.00 %
0.50 %
2.50 %
3/18/2028
785,769
784,048
780,528
SMG US Midco 2, Inc.
Services: Business
Term Loan (01/20)
Loan
3M USD LIBOR+
2.50 %
0.00 %
2.80 %
1/23/2025
490,000
490,000
472,238
Sotheby’s
Services: Business
Term Loan (7/21)
Loan
3M USD LIBOR+
4.50 %
0.50 %
5.00 %
1/15/2027
3,256,472
3,207,096
3,240,190
Sparta U.S. HoldCo LLC
Chemicals, Plastics, & Rubber
Term Loan (04/21)
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
8/2/2028
2,000,000
1,990,687
1,985,000
Specialty Pharma III Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.75 %
5.25 %
3/31/2028
1,995,000
1,977,135
1,975,050
Spectrum Brands, Inc.
Consumer goods: Durable
Term Loan (2/21)
Loan
3M USD LIBOR+
2.00 %
0.50 %
2.50 %
3/3/2028
496,250
495,145
494,389
Spin Holdco, Inc.
Services: Consumer
Term Loan 3/21
Loan
3M USD LIBOR+
4.00 %
0.75 %
4.75 %
3/4/2028
2,977,500
2,962,439
2,958,474
SRAM, LLC
Consumer goods: Durable
Term Loan (05/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.26 %
5/12/2028
3,600,000
3,594,517
3,571,488
SS&C Technologies, Inc.
Services: Business
Term Loan B3
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
4/16/2025
190,170
189,956
186,819
SS&C Technologies, Inc.
Services: Business
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
4/16/2025
154,375
154,203
151,655
SS&C Technologies, Inc.
Services: Business
Term Loan B-5
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.96 %
4/16/2025
477,615
477,001
469,376
STANDARD INDUSTRIES INC.
Construction & Building
Term Loan B
Loan
3M USD LIBOR+
2.50 %
0.50 %
3.00 %
9/22/2028
640,250
634,225
637,503
Staples, Inc.
Wholesale
Term Loan (03/19)
Loan
3M USD LIBOR+
5.00 %
0.00 %
5.13 %
4/16/2026
4,386,462
4,265,782
4,154,813
Stars Group Inc. (The)
Hotel, Gaming & Leisure
Term Loan
Loan
3M USD LIBOR+
2.25 %
0.00 %
2.47 %
7/21/2026
1,995,000
1,990,864
1,972,776
Storable, Inc
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
3.25 %
0.50 %
3.75 %
4/17/2028
500,000
498,861
494,375
Superannuation & Investments US LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.50 %
4.25 %
12/1/2028
1,000,000
990,274
995,940
Sylvamo Corporation
Forest Products & Paper
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.50 %
5.00 %
8/18/2028
1,093,333
1,082,992
1,085,133
Syncsort Incorporated
High Tech Industries
Term Loan B (10/21)
Loan
3M USD LIBOR+
4.00 %
0.75 %
4.75 %
4/24/2028
2,495,000
2,493,770
2,465,684
Syniverse Holdings, Inc.
Telecommunications
Term Loan
Loan
3M USD SOFR+
4.25 %
0.50 %
4.75 %
2/1/2029
500,000
495,000
499,375
Tenable Holdings, Inc.
Services: Business
Term Loan B (6/21)
Loan
6M USD LIBOR+
2.75 %
0.50 %
3.27 %
7/7/2028
1,000,000
997,633
986,250
Teneo Holdings LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD SOFR+
5.25 %
1.00 %
6.25 %
7/15/2025
4,428,522
4,355,261
4,383,129
Tenneco Inc
Capital Equipment
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.21 %
10/1/2025
1,455,000
1,447,215
1,444,088
Ten-X, LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.00 %
9/27/2024
1,920,000
1,918,652
1,881,600
The Dun & Bradstreet Corporation
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
2/6/2026
1,000,000
998,750
988,330
57
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
The Dun & Bradstreet Corporation
Services: Business
Term Loan B
Loan
1M USD SOFR+
3.25 %
0.00 %
3.44 %
1/5/2029
250,000
248,180
246,668
THE KNOT WORLDWIDE INC.
Services: Consumer
Term Loan (1/22)
Loan
1M USD SOFR+
4.50 %
0.00 %
4.67 %
12/19/2025
4,869,796
4,863,346
4,829,231
The Octave Music Group, Inc (Touchtunes)
Services: Business
Term Loan B
Loan
1M USD LIBOR+
6.00 %
1.00 %
7.00 %
5/29/2025
2,893,526
2,872,208
2,871,824
Thor Industries, Inc.
Automotive
USD Term Loan (3/21)
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.25 %
2/1/2026
2,810,435
2,763,310
2,797,563
Tosca Services, LLC
Containers, Packaging & Glass
Term Loan (2/21)
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
8/18/2027
495,000
489,079
487,575
Trans Union LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
2.00 %
0.50 %
2.50 %
12/1/2028
870,968
868,877
860,804
Transdigm, Inc.
Aerospace & Defense
Term Loan G (02/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
8/22/2024
4,024,167
4,026,414
3,959,700
Travel Leaders Group, LLC
Hotel, Gaming & Leisure
Term Loan B (08/18)
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.21 %
1/25/2024
2,412,500
2,411,191
2,268,353
TRITON WATER HOLDINGS, INC.
Beverage, Food & Tobacco
Term Loan (03/21)
Loan
3M USD LIBOR+
3.50 %
0.50 %
4.00 %
3/31/2028
1,492,500
1,485,884
1,454,352
Tronox Pigments (Netherlands) B.V.
Chemicals, Plastics, & Rubber
Term Loan
Loan
3M USD LIBOR+
2.25 %
0.00 %
2.47 %
3/10/2028
346,923
346,183
341,719
TruGreen Limited Partnership
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
10/29/2027
964,241
957,748
961,830
Uber Technologies, Inc.
Transportation: Consumer
Term Loan B (2/21)
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.71 %
2/25/2027
3,947,943
3,909,627
3,905,740
Ultra Clean Holdings, Inc.
High Tech Industries
Incremental Term Loan 3/21
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.96 %
8/27/2025
884,205
880,505
882,366
Unimin Corporation
Metals & Mining
Term Loan (12/20)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
7/31/2026
496,815
471,432
490,853
United Natural Foods, Inc
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.46 %
10/22/2025
1,624,974
1,562,482
1,616,166
United Road Services Inc.
Transportation: Cargo
Term Loan (10/17)
Loan
6M USD LIBOR+
5.75 %
1.00 %
6.75 %
9/1/2024
920,843
915,490
826,457
Univar Inc.
Chemicals, Plastics, & Rubber
Term Loan B6
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.21 %
6/2/2028
1,990,000
1,980,782
1,974,458
Univision Communications Inc.
Media: Broadcasting & Subscription
Term Loan B (6/21)
Loan
1M USD LIBOR+
3.25 %
0.75 %
4.00 %
3/15/2026
2,471,487
2,464,765
2,451,913
US Ecology, Inc.
Environmental Industries
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.71 %
11/2/2026
490,000
489,302
488,040
Utz Quality Foods, LLC
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.21 %
1/20/2028
1,847,121
1,844,606
1,827,264
Vaco Holdings, LLC
Services: Business
Term Loan (01/22)
Loan
1M USD SOFR+
5.00 %
0.75 %
5.75 %
1/19/2029
250,000
248,777
248,124
Verifone Systems, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (7/18)
Loan
3M USD LIBOR+
4.00 %
0.00 %
4.50 %
8/20/2025
1,382,319
1,377,042
1,354,672
Vertex Aerospace Services Corp
Aerospace & Defense
Term Loan (10/21)
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
12/6/2028
1,000,000
995,345
992,080
VFH Parent LLC
Banking, Finance, Insurance & Real Estate
Term Loan (01/22)
Loan
Daily SOFR+
3.00 %
0.50 %
3.50 %
1/12/2029
3,100,888
3,092,414
3,071,833
Virtus Investment Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B (9/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
9/28/2028
2,992,500
2,982,995
2,971,942
Vistra Energy Corp
Utilities: Electric
2018 Incremental Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.87 %
12/31/2025
907,176
906,677
890,075
Vizient, Inc
Healthcare & Pharmaceuticals
Term Loan B-6
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.21 %
5/6/2026
486,250
485,567
480,779
VM Consolidated, Inc.
Construction & Building
Term Loan B (3/21)
Loan
6M USD LIBOR+
3.25 %
0.00 %
3.60 %
3/19/2028
2,339,327
2,336,223
2,322,951
Vouvray US Finance LLC
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.00 %
3/11/2024
476,250
476,250
411,837
Warner Music Group Corp. (WMG Acquisition Corp.)
Hotel, Gaming & Leisure
Term Loan G
Loan
1M USD LIBOR+
2.13 %
0.00 %
2.33 %
1/20/2028
1,250,000
1,249,760
1,234,763
Wastequip, LLC (HPCC Merger/Patriot Container)
Environmental Industries
Term Loan (3/18)
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
3/15/2025
489,822
488,550
469,004
Watlow Electric Manufacturing Company
High Tech Industries
Term Loan B
Loan
3M USD LIBOR+
3.75 %
0.50 %
4.25 %
3/2/2028
2,481,250
2,470,270
2,452,294
58
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair Value
West Corporation
Telecommunications
Term Loan B (Olympus Merger)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
10/10/2024
1,086,078
1,047,433
967,424
West Corporation
Telecommunications
Term Loan B
Loan
3M USD LIBOR+
3.50 %
1.00 %
4.50 %
10/10/2024
2,599,274
2,562,059
2,301,449
WEX Inc.
Services: Business
Term Loan B (3/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.46 %
3/31/2028
2,985,000
2,974,005
2,937,419
WildBrain Ltd.
Media: Diversified & Production
Term Loan
Loan
1M USD LIBOR+
4.25 %
0.75 %
5.00 %
3/27/2028
1,985,000
1,949,907
1,966,401
WP CITYMD BIDCO LLC
Services: Consumer
Term Loan B
Loan
6M USD LIBOR+
3.25 %
0.50 %
3.75 %
12/22/2028
7,424,013
7,399,065
7,355,340
Xperi Corporation
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.71 %
6/8/2028
2,741,617
2,730,066
2,719,355
ZEBRA BUYER LLC
Banking, Finance, Insurance & Real Estate
Term Loan 4/21
Loan
3M USD LIBOR+
3.25 %
0.50 %
3.75 %
11/1/2028
887,097
883,013
882,661
Zekelman Industries, Inc.
Metals & Mining
Term Loan (01/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.14 %
1/25/2027
968,914
968,914
954,622
Zodiac Pool Solutions
Consumer goods: Durable
Term Loan (1/22)
Loan
1M USD SOFR+
2.00 %
0.50 %
2.50 %
1/19/2029
500,000
498,783
493,440
$ 653,022,265
$ 638,963,350
Number of Shares
Cost
Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)
6,171,793
$ 6,171,793
$ 6,171,793
Total cash and cash equivalents
6,171,793
$ 6,171,793
$ 6,171,793
(a) All or a portion of this investment has an unfunded commitment
as of February 28, 2022
(b) As of February 28, 2022, the investment was in default and on
non-accrual status.
(c) Included within cash and cash equivalents in Saratoga CLO’s
Statements of Assets and Liabilities as of February 28, 2022.
(d) Investments include Payment-in-Kind Interest.
LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
WIBOR - Warsaw Interbank Offered Rate
1M USD LIBOR—The 1 month USD LIBOR rate as of February 28, 2022
was 0.23%.
2M USD LIBOR—The 2 month USD LIBOR rate as of February 28, 2022
was 0.50%.
3M USD LIBOR—The 3 month USD LIBOR rate as of February 28, 2022
was 0.51%.
6M USD LIBOR—The 6 month USD LIBOR rate as of February 28, 2022
was 0.80%.
12M USD LIBOR - The 12 month USD LIBOR rate as of February 28, 2022
was 1.28%.
3 PL WIBOR - The 3 month PL WIBOR rate as of February 28, 2022 was
3.65%.
Daily SOFR- The daily SOFR rate as of February 28, 2022 was 0.05%.
1M SOFR - The 1 month SOFR rate as of February 28, 2022 was 0.05%.
3M SOFR - The 3 month SOFR rate as of February 28, 2022 was 0.04%.
Prime—The Prime Rate as of February 28, 2022 was 3.25%.
See accompanying notes to consolidated financial statements.
59
Note 5. Investment in SLF JV
On October 26, 2021, the Company and TJHA
entered into the LLC Agreement to co-manage SLF JV. SLF JV is invested in SLF 2021, which is a wholly owned subsidiary of SLF JV. SLF
2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term
loans or bonds in the primary and secondary markets.
The Company and TJHA have equal voting interest
on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance.
No management fee is charged to SLF JV as control and management of SLF JV is shared equally.
The Company and TJHA have committed to provide
up to a combined $ 50.0 million of financing to SLF JV through cash contributions, with the Company providing $ 43.75 million and TJHA providing
$ 6.25 million, resulting in an 87.5 % and 12.5 % ownership between the two parties. The financing is issued in the form of an unsecured
note and equity. The unsecured note will pay a fixed rate of 10.0 % per annum and is due and payable in full on June 15, 2023. As of August
31, 2022, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $ 14.1 million and $ 2.0 million, respectively;
and membership interest of $ 14.1 million and $ 2.0 million, respectively. As of August 31, 2022 and February 28, 2022, the Company’s
investment in the unsecured note of SLF JV had a fair value of $ 14.1 million and $ 13.1 million, respectively, and the Company’s
investment in the membership interests of SLF JV had a fair value of $ 6.7 million and $ 12.0 million, respectively.
As of August 31, 2022, the Company earned $ 0.7
million of interest income related to SLF JV, which is included in interest income. As of August 31, 2022 and February 28, 2022, $ 0.00
million and $ 0.09 million, respectively, of interest income related to SLF JV was included in interest receivable.
SLF JV’s investment in SLF 2021 is in the
form of an unsecured loan. The unsecured note will pay a floating rate of LIBOR plus 7.00 % per annum and is due and payable in full on
June 9, 2023. As of August 31, 2022, SLF JV’s investment in SLF 2021 had an aggregate fair value of approximately $ 23.7 million.
The Company has determined that SLF JV is
an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment
in a company other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned investment company subsidiary as the
Company and TJHA each have an equal 50 % voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore,
ASC 810, Consolidation concludes that in a joint venture where both members have equal decision making authority, it is not appropriate
for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.
Note 6. Income Taxes
SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc.,
SIA-GH, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR, Inc. each 100 % owned by the Company,
are each filing standalone C Corporation tax returns for federal and state tax purposes. As separately regarded entities for tax purposes,
these entities are taxed at normal corporate rates. For tax purposes, any distributions by the entities to the parent company would generally
need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income to the Company’s
shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income will differ from U.S.
GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized appreciation and deprecation
of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and state tax rates expected to apply
to taxable income in the years in which those net operating losses are utilized and the unrealized gains and losses are realized. Deferred
tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability of deferred tax assets is assessed and
a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be
realized on the basis of a history of operating losses combined with insufficient projected taxable income or other taxable events in
the taxable blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following
the sale of equity held by each of the portfolio companies.
The Company may distribute a portion of its realized
net long term capital gains in excess of realized net short term capital losses to its stockholders, but may also decide to retain a portion,
or all, of its net capital gains and elect to pay the 21 % U.S. federal tax on the net capital gain, potentially in the form of a “deemed
distribution” to its stockholders. Income tax (provision) relating to an election to retain its net capital gains, including in
the form of a deemed distribution, is included as a component of income tax (provision) benefit from realized gains on investments, depending
on the character of the underlying taxable income (ordinary or capital gains), on the consolidated statements of operations.
Deferred tax assets and liabilities, and related
valuation allowance as of August 31, 2022 and February 28, 2022 were as follows:
60
August 31,
2022
February 28,
2022
Total deferred tax assets
$ 2,157,850
$ 1,991,241
Total deferred tax liabilities
( 1,885,601 )
( 1,293,496 )
Valuation allowance on net deferred tax assets
( 1,982,564 )
( 1,946,760 )
Net deferred tax liability
$ ( 1,710,315 )
$ ( 1,249,015 )
As of August 31, 2022, the valuation allowance
on deferred tax assets was $ 2.0 million, which represents the federal and state tax effect of net operating losses and unrealized losses
that we do not believe we will realize through future taxable income. Any adjustments to the Company’s valuation allowance will
depend on estimates of future taxable income and will be made in the period such determination is made.
Net income tax expense for the three months ended
August 31, 2022 includes $ 0.2 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments,
and ($ 0.1 ) million net change in total operating expense, in the consolidated statement of operations, respectively. Net income tax expense
for the three months ended August 31, 2021 includes $ 1.3 million net change in unrealized appreciation (depreciation) on investments and
$ 0.4 million income tax provision from realized gain on investments and $ 0.03 million net change in total operating expense,, in the consolidated
statement of operations, respectively.
Net income tax expense for the six months ended
August 31, 2022 includes $ 0.6 million deferred tax expense on net change in unrealized appreciation on investments, ($ 0.07 ) million income
tax provision/(benefit) from realized gain/(loss) on investments and ($ 0.1 ) million net change in total operating expense, in the consolidated
statement of operations, respectively. Net income tax expense for the six months ended August 31, 2021 includes $ 1.6 million net change
in unrealized appreciation (depreciation) on investments $ 0.4 million income tax provision from realized gain on investments and $ 0.03
million net change in total operating expense,, in the consolidated statement of operations, respectively.
Deferred tax temporary differences may include
differences for state taxes and joint venture interests.
Federal and state income tax (provisions) benefit on investments for
three and six months ended August 31, 2022 and August 31, 2021:
For the three months ended
For the six months ended
August 31,
2022
August 31,
2021
August 31,
2022
August 31,
2021
Current
Federal
$ ( 3,674 )
$ 425,828
$ ( 217,516 )
$ -
State
( 55 )
50,694
78,448
-
Net current expense
( 3,729 )
476,522
( 139,068 )
-
Deferred
Federal
89,409
1,111,006
385,480
127,850
State
42,583
220,748
75,819
130,213
Net deferred expense
131,992
1,331,754
461,299
258,063
Net tax provision
$ 128,263
$ 1,808,276
$ 322,231
$ 258,063
Note 7. Agreements and Related Party Transactions
Investment Advisory and Management Agreement
On July 30, 2010, the Company entered into the
Management Agreement with our Manager. The initial term of the Management Agreement was two years from its effective date, with one-year
renewals thereafter subject to certain approvals by our board of directors and/or the Company’s stockholders. Most recently, on
July 5, 2022, our board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the
Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services for us, subject
to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria, sourcing,
analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management
Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of a base management
fee and an incentive management fee.
Base Management Fee and Incentive Management Fee
The base management fee of 1.75% per year is calculated
based on the average value of our gross assets (other than cash or cash equivalents, but including assets purchased with borrowed funds)
at the end of the two most recently completed fiscal quarters. The base management fee is paid quarterly following the filing of the most
recent quarterly report on Form 10-Q.
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The incentive management fee consists of the following
two parts:
The first, payable quarterly in arrears, equals
20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately
preceding quarter, that exceeds a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter, subject to a “catch-up”
provision. Under this provision, in any fiscal quarter, our Manager receives no incentive fee unless our pre-incentive fee net investment
income exceeds the hurdle rate of 1.875%. Our Manager will receive 100.0% of pre-incentive fee net investment income, if any, that exceeds
the hurdle rate but is less than or equal to 2.344% in any fiscal quarter; and 20.0% of the amount of our pre-incentive fee net investment
income, if any, that exceeds 2.344% in any fiscal quarter. There is no accumulation of amounts on the hurdle rate from quarter to quarter,
and accordingly there is no claw back of amounts previously paid if subsequent quarters are below the quarterly hurdle rate, and there
is no delay of payment if prior quarters are below the quarterly hurdle rate.
The second part of the incentive fee is determined
and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20.0 % of our “incentive
fee capital gains,” which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the fiscal
year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis on each investment
in the Company’s portfolio, less the aggregate amount of any previously paid capital gain incentive fee. Importantly, the capital
gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized
and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive
fee, and our Manager will be entitled to 20.0 % of incentive fee capital gains that arise after May 31, 2010. In addition, for the purpose
of the “incentive fee capital gains” calculations, the cost basis for computing realized gains and losses on investments held
by us as of May 31, 2010 will equal the fair value of such investments as of such date.
For the three months ended August 31, 2022 and
August 31, 2021, the company incurred $ 4.1 million and $ 3.0 million in base management fees, respectively. For the three months ended
August 31, 2022 and 2021, the Company incurred $ 1.7 million and $ 1.7 million in incentive fees related to pre-incentive fee net investment
income, respectively. For the three months ended August 31, 2022 and August 31, 2021, the Company accrued a (benefit) of $( 1.1 ) million
and an expense of $ 0.3 million in incentive fees related to capital gains.
For the six months ended August 31, 2022 and August
31, 2021, the company incurred $ 7.9 million and $ 5.8 million in base management fees, respectively. For the six months ended August 31,
2022 and August 31, 2021, the Company incurred $ 1.7 million and $ 3.2 million in incentive fees related to pre-incentive fee net investment
income, respectively. For the six months ended August 31, 2022 and August 31, 2021, the Company accrued a (benefit) of ($ 3.0 ) million
and an expense of $ 4.0 million in incentive fees related to capital gains.
The accrual is calculated
using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains will be determined
and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period. As of August 31, 2022,
the base management fees accrual was $ 4.1 million and the incentive fees accrual was $ 5.4 million and is included in base management
and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 28, 2022, the base management
fees accrual was $ 3.2 million and the incentive fees accrual was $ 9.8 million and is included in base management and incentive fees payable
in the accompanying consolidated statements of assets and liabilities.
Administration Agreement
On
July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with our Manager,
pursuant to which our Manager, as our administrator, has agreed to furnish us with the facilities and administrative services necessary
to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required
to provide such assistance. The initial term of the Administration Agreement was two years from its effective date, with one-year renewals
thereafter subject to certain approvals by our board of directors and/or our stockholders. The amount of expenses payable or reimbursable
thereunder by the Company was capped at $ 1.0 million for the initial two-year term of the Administration Agreement and subsequent renewals.
On July 8, 2015, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined
to increase the cap on the payment or reimbursement of expenses by the Company thereunder, which had not been increased since the inception
of the agreement, to $ 1.3 million. On July 7, 2016, our board of directors approved the renewal of the Administration Agreement for an
additional one-year term. On October 5, 2016, our board of directors determined to increase the cap on the payment or reimbursement of
expenses by the Company under the Administration Agreement, from $ 1.3 million to $ 1.5 million, effective November 1, 2016. On July 11,
2017, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase
the cap on the payment or reimbursement of expenses by the Company from $ 1.5 million to $ 1.75 million, effective August 1, 2017. On July
9, 2018, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to
increase the cap on the payment or reimbursement of expenses by the Company from $ 1.75 million to $ 2.0 million, effective August 1, 2018.
On July 9, 2019, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined
to increase the cap on the payment or reimbursement of expenses by the Company from $ 2.0 million to $ 2.225 million effective August 1,
2019. On July 7, 2020, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and
determined to increase the cap on the payment or reimbursement of expenses by the Company from $ 2.225 million to $ 2.775 million effective
August 1, 2020. On July 6, 2021, our board of directors approved the renewal of the Administration Agreement for an additional one-year
term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $ 2.775 million to $ 3.0 million
effective August 1, 2021. On July 5, 2022, our board of directors approved the renewal of the Administration Agreement for an additional
one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $ 3.0 million to $ 3.275
million effective August 1, 2022 .
62
For the three months ended August 31, 2022 and
August 31, 2021, we recognized $ 0.8 million and $ 0.7 million in administrator expenses, respectively, pertaining to bookkeeping, record
keeping and other administrative services provided to us in addition to our allocable portion of rent and other overhead related expenses.
For the six months ended August 31, 2022 and August 31, 2021, we recognized $ 1.5 million and $ 1.4 million in administrator expenses, respectively,
pertaining to bookkeeping, record keeping and other administrative services provided to us in addition to our allocable portion of rent
and other overhead related expenses. As of August 31, 2022, $ 0.2 million of administrator expenses were accrued and included in due to
manager in the accompanying consolidated statements of assets and liabilities. As of February 28, 2022, $ 0.3 million of administrator
expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities.
Saratoga CLO
On December 14, 2018, the Company completed the
third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other things, extended the Saratoga CLO reinvestment
period to January 2021, and extended its legal maturity to January 2030. A non-call period ending January 2020 was also added. In addition,
and as part of the refinancing, the Saratoga CLO has also been upsized from $ 300 million in assets to approximately $ 500 million. As part
of this refinancing and upsizing, the Company invested an additional $ 13.8 million in all of the newly issued subordinated notes of the
Saratoga CLO, and purchased $ 2.5 million in aggregate principal amount of the Class F-R-2 Notes tranche and $ 7.5 million in aggregate
principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing $ 4.5 million of Class F notes and $ 20.0 million CLO
2013-1 Warehouse Loan were repaid. The Company also paid $ 2.0 million of transaction costs related to the refinancing and upsizing on
behalf of the Saratoga CLO, to be reimbursed from future equity distributions. During the year ended February 29, 2020, the Company received
full payment of $ 1.7 million from the Saratoga CLO for such transaction costs.
In conjunction with the third refinancing and issuance
of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled to receive an incentive management fee from Saratoga
CLO. See Note 4 for additional information.
On February 26, 2021, the Company completed the
fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024,
and extended its legal maturity to April 2033. The non-call period was extended to February 2022. In addition, and as part of the refinancing,
the Saratoga CLO has also been upsized from $ 500 million in assets to approximately $ 650 million. As part of this refinancing and upsizing,
the Company invested an additional $ 14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $ 17.9
million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $ 2.5 million of Class F-R-2
Notes, $ 7.5 million of Class G-R-2 Notes and $ 25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $ 2.6 million
of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions.
At August 31, 2021, the outstanding receivable of 2.6 million was repaid in full.
On August 9, 2021, the Company exchanged its existing
$ 17.9 million Class F-R-3 Notes for $ 8.5 million Class F-1-R-3 Notes and $ 9.4 million Class F-2-R-3 Notes at par. On August 11, 2021,
the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $ 0.1 million.
For the three months ended August 31, 2022 and
August 31, 2021, we recognized management fee income of $ 0.8 million and $ 0.8 million, respectively, related to the Saratoga CLO.
For the six months ended August 31, 2022 and August
31, 2021, we recognized management fee income of $ 1.6 million and $ 1.6 million, respectively, related to the Saratoga CLO.
For the six months ended August 31, 2022 and August
31, 2021, the Company neither bought nor sold any investments from the Saratoga CLO.
SLF JV
On October 26, 2021, the Company and TJHA entered
into an LLC Agreement to co-manage the SLF JV. SLF JV is a joint venture that is expected to invest in the debt or equity interests of
collateralized loan obligations, loan, notes and other debt instruments.
As of August 31, 2022, the Company’s investment
in the SLF JV had a fair value of $ 20.8 million, consisting of an unsecured loan of $ 14.1 million and membership interest of $ 6.7 million.
In addition, the Company has a receivable of $ 0.02 million outstanding from the SLF JV, included in Due from Affiliate in the consolidated
statements of assets and liabilities.
Note 8. Borrowings
Credit Facility
As a BDC, we are only allowed to employ leverage
to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage, or, 150%
if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which
was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons”
(as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset
coverage ratio of 150 %. The 150 % asset coverage ratio became effective on April 16, 2019. The amount of leverage that we employ at any
time depends on our assessment of the market and other factors at the time of any proposed borrowing. Our asset coverage ratio, as defined
in the 1940 Act, was 184.2 % as of August 31, 2022 and 209.3 % as of February 28, 2022.
63
On April 11, 2007, we entered into a $ 100.0 million
revolving securitized credit facility (the “Revolving Facility”). On May 1, 2007, we entered into a $ 25.7 million term securitized
credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”), which was
fully drawn at closing. In December 2007, we consolidated the Facilities by using a draw under the Revolving Facility to repay the Term
Facility. In response to the market wide decline in financial asset prices, which negatively affected the value of our portfolio, we
terminated the revolving period of the Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during
which all principal proceeds from the collateral were used to repay outstanding borrowings. A significant percentage of our total assets
had been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds were borrowed
from or through certain lenders and interest was payable monthly at the greater of the commercial paper rate and our lender’s prime
rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable, the greater of the prevailing LIBOR
rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%.
On July 30, 2010, we used the net proceeds from
(i) the stock purchase transaction and (ii) a portion of the funds available to us under the $ 45.0 million senior secured revolving credit
facility with Madison Capital Funding LLC (the “Madison Credit Facility”), in each case, to pay the full amount of principal
and accrued interest, including default interest, outstanding under the Revolving Facility. As a result, the Revolving Facility was terminated
in connection therewith. Substantially all of our total assets, other than those held by SBIC LP and SBIC II LP, was pledged under the
Madison Credit Facility to secure our obligations thereunder.
On February 24, 2012, we amended the Madison Credit
Facility to, among other things:
● expand the borrowing capacity under the Madison Credit Facility
from $40.0 million to $45.0 million;
● extend the period during which we may make and repay borrowings under the Madison Credit Facility from July 30, 2013 to February 24,
2015 (the “Revolving Period”). The Revolving Period may, upon the occurrence of an event of default, by action of the lenders
or automatically, be terminated. All borrowings and other amounts payable under the Madison Credit Facility are due and payable five years
after the end of the Revolving Period; and
● remove the condition that we may not acquire additional loan
assets without the prior written consent of Madison Capital Funding LLC.
On September 17, 2014, we entered into a second
amendment to the Madison Credit Facility to, among other things:
● extend the commitment termination date from February 24,
2015 to September 17, 2017;
● extend the maturity date of the Madison Credit Facility from February 24, 2020 to September 17, 2022
(unless terminated sooner upon certain events);
● reduce the applicable margin rate on base rate borrowings
from 4.50% to 3.75%, and on LIBOR borrowings from 5.50% to 4.75%; and
● reduce the floor on base rate borrowings from 3.00% to 2.25%,
and on LIBOR borrowings from 2.00% to 1.25%.
On May 18, 2017, we entered into
a third amendment to the Madison Credit Facility to, among other things:
● extend the commitment termination date from September 17,
2017 to September 17, 2020;
● extend the final maturity date of the Madison Credit Facility from September 17, 2022 to September 17,
2025 (unless terminated sooner upon certain events);
● reduce the floor on base rate borrowings from 2.25% to 2.00%;
● reduce the floor on LIBOR borrowings from 1.25% to 1.00%;
and
● reduce the commitment fee rate from 0.75% to 0.50% for any period during which the ratio of advances
outstanding to aggregate commitments, expressed as a percentage, is greater than or equal to 50%.
On April 24, 2020, we entered into a fourth amendment
to the Madison Credit Facility to, among other things:
● permit certain amendments related to the Paycheck Protection
Program (“Permitted PPP Amendment”) to Loan Asset Documents;
● exclude certain debt and interest amounts allowed by the
Permitted PPP Amendments from certain calculations related to Net Leverage Ratio, Interest Coverage Ratio and EBITDA; and
● exclude such Permitted PPP Amendments from constituting a
Material Modification.
64
On September 14, 2020, we entered into
a fifth amendment to the Madison Credit Facility to, among other things:
● extend the commitment termination date of the
Madison Credit Facility from September 17, 2020 to September 17, 2021, with no change to the maturity date of September 17, 2025.
● provide for the transition away from the LIBOR
Rate in the market, and
● expand the definition of “Eligible Loan
Asset” to allow investments with certain recurring revenue features to qualify as collateral and be included in the borrowing base.
On September 13, 2021, we entered into
a sixth amendment to the Madison Credit Facility to, among other things:
● Extend the commitment termination date of the
Madison Credit Facility from September 17, 2021 to October 1, 2021, with no change to maturity date of September 17, 2025.
On October 4, 2021, all outstanding amounts on
the Madison Credit Facility were repaid and the Madison Credit Facility was terminated. The repayment and termination of the Madison
Credit Facility resulted in a realized loss on the extinguishment of debt of $ 0.8 million.
On October 4, 2021, the Company entered into a
$ 50.0 million senior secured revolving credit facility with the Lender, supported by loans held by SIF II and pledged to the Encina Credit
Facility. During the first two years following the closing date, SIF II may request an increase in the commitment amount to up to $ 75.0
million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months
following the closing date, which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter.
The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per
annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and
the Company of a replacement benchmark rate. The commitment termination date is October 4, 2024.
In addition to any fees or other amounts payable
under the terms of the Encina Credit Facility, an administrative agent fee per annum equal to $ 0.1 million is payable in equal
monthly installments in arrears.
As of August 31, 2022 and February 28, 2022, there
were $ 25.0 million and $ 12.5 million outstanding under the Encina Credit Facility. During the applicable periods, the Company was
in compliance with all of the limitations and requirements of the Encina Credit Facility. Financing costs of $ 1.4 million related to the
Encina Credit Facility have been capitalized and are being amortized over the term of the Encina Credit Facility.
For
the three months ended August 31, 2022 and August 31, 2021, we recorded $ 0.4 million and $ 0.2 million of interest expense related to the
Encina Credit Facility and the Madison Credit Facility, respectively, which includes commitment and administrative agent fees. For
the three months ended August 31, 2022 and August 31, 2021, we recorded $ 0.1 million
and $ 0.05 million of amortization of deferred financing costs related to the Encina Credit Facility and the Madison Credit Facility, respectively.
Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated
statements of operations. During the three months ended August 31, 2022, the weighted average interest rate on the outstanding borrowings
under the Encina Credit Facility was 5.83 %, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was
$ 25.0 million.
For
the six months ended August 31, 2022 and August 31, 2021, we recorded $ 0.7 million and $ 0.4 million of interest expense related to the
Encina Credit Facility and the Madison Credit Facility, respectively, which includes commitment and administrative agent fees. For
the six months ended August 31, 2022 and August 31, 2021, we recorded $ 0.2 million
and $ 0.08 million of amortization of deferred financing costs related to the Encina Credit Facility and the Madison Credit Facility, respectively.
Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated
statements of operations. During the six months ended August 31, 2022, the weighted average interest rate on the outstanding borrowings
under the Encina Credit Facility was 5.40 %, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was
$ 22.5 million.
The Encina Credit Facility contains limitations
as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination
and collateral interests. The Encina Credit Facility also includes certain requirements relating to portfolio performance, the violation
of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate
repayment of amounts owed thereunder. Availability on the Encina Credit Facility will be subject to a borrowing base calculation, based
on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset)
and the value of certain “eligible” loan assets included as part of the borrowing base. The Company will pay the lender a
commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%)
on the unused amount of the Encina Credit Facility.
65
Our borrowing base under the Encina Credit Facility
was $ 50.3 million subject to the Encina Credit Facility cap of $ 50.0 million at August 31, 2022. For purposes of determining the borrowing
base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed
with the SEC. Accordingly, the August 31, 2022 borrowing base relies upon the valuations set forth in the Quarterly Report on Form 10-Q
for the period ended May 31, 2022. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing
base until after this Quarterly Report on Form 10-Q is filed with the SEC.
SBA Debentures
Our wholly owned SBIC subsidiaries are able to
borrow funds from the SBA against regulatory capital (which generally approximates equity capital in respective SBIC) and is subject to
customary regulatory requirements, including, but not limited to, a periodic examination by the SBA.
On August 14, 2019, the Company’s wholly
owned subsidiary, SBIC II LP, received an SBIC license from the SBA. SBIC II LP’s SBIC license provides up to $ 175.0 million in
additional long-term capital in the form of SBA debentures. As a result of the 2016 omnibus spending bill signed into law in December
2015, the maximum amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding was increased from $225.0 million
to $350.0 million, subject to SBA approval. With this license approval, Saratoga can grow its SBA relationship from $150.0 million to
$325.0 million of committed capital.
As of August 31, 2022, we have funded SBIC LP
and SBIC II LP with an aggregate total of equity capital of $ 75.0 million and $ 87.5 million, respectively, and have $ 233.7 million in
SBA-guaranteed debentures outstanding, of which $ 67.7 million is held in SBIC LP and $ 166.0 million held in SBIC II LP. SBA debentures
are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA debentures is
fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. SBA current regulations
limit the amount that SBIC LP and SBIC II LP may borrow to a maximum of $150.0 million and $175.0 million, respectively, which is up to
twice its potential regulatory capital. During the three months ended August 31, 2022, we redeemed $18.3 million of SBA debentures in
SBIC LP, resulting in the recognition of a realized loss on the extinguishment of debt of $0.2 million.
SBICs are designed to stimulate the flow of private
equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the
equity securities of small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible
net worth not exceeding $ 19.5 million and have average annual fully taxed net income not exceeding $ 6.5 million for the two most recent
fiscal years. In addition, an SBIC must devote 25.0 % of its investment activity to ’’smaller enterprises’’ as
defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $ 6.0 million and has average annual fully
taxed net income not exceeding $ 2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard
criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the
number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity
securities of such businesses and provide them with consulting and advisory services.
SBIC LP and SBIC II LP are subject to regulation
and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants. Receipt
of an SBIC license does not assure that SBIC II LP will receive SBA-guaranteed debenture funding, which is dependent upon SBIC II LP continuing
to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to SBIC LP and SBIC II LP assets
over our stockholders and debtholders in the event we liquidate SBIC LP and SBIC II LP or the SBA exercises its remedies under the SBA-guaranteed
debentures issued by SBIC LP and SBIC II LP upon an event of default.
The Company received exemptive relief from the
SEC to permit it to exclude the senior securities issued by SBIC subsidiaries from the definition of senior securities in the asset coverage
requirement applicable to the Company under the 1940 Act. This allows the Company increased flexibility under the asset coverage requirement
by permitting it to borrow up to $ 325.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. On
April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, the independent
directors of the Company approved of the Company becoming subject to a minimum asset coverage ratio of 150.0 % from 200 % under Sections
18(a)(1) and 18(a)(2) of the 1940 Act. The 150.0 % asset coverage ratio became effective on April 16, 2019.
As noted above, as of August 31, 2022, there was
$233.7 million of SBA debentures outstanding and as of February 28, 2022, there was $185.0 million of SBA debentures outstanding. The
carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing
adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $5.0 million
and $4.9 million related to the SBA debentures issued by SBIC LP and SBIC II LP, respectively, have been capitalized and are being amortized
over the term of the commitment and drawdown.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 1.5 million and $ 1.2 million of interest expense related to the SBA debentures, respectively. For the three
months ended August 31, 2022 and August 31, 2021, we recorded $ 0.2 million and $ 0.2 million of amortization of deferred financing costs
related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and
debt financing expense on the consolidated statements of operations. The weighted average interest rate during the three months ended
August 31, 2022 and August 31, 2021 on the outstanding borrowings of the SBA debentures was 2.75 % and 2.65 %, respectively. During the
three months ended August 31, 2022 and August 31, 2021, the average dollar amount of SBA debentures outstanding was $ 222.0 million and
$ 181.1 million, respectively.
66
For the six months ended August 31, 2022 and August
31, 2021, we recorded $ 2.9 million and $ 2.4 million of interest expense related to the SBA debentures, respectively. For the six months
ended August 31, 2022 and August 31, 2021, we recorded $ 0.5 million and $ 0.4 million of amortization of deferred financing costs related
to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing
expense on the consolidated statements of operations. The weighted average interest rate during the six months ended August 31, 2022 and
August 31, 2021 on the outstanding borrowings of the SBA debentures was 2.67 % and 2.78 %, respectively. During the six months ended August
31, 2022 and August 31, 2021, the average dollar amount of SBA debentures outstanding was $ 218.4 million and $ 169.8 million, respectively.
In December 2015, the 2016 omnibus spending bill
approved by Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds
can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. SBA regulations previously limited the amount of
SBA-guaranteed debentures that an SBIC may issue to $150.0 million when it has at least $75.0 million in regulatory capital but this has
increased to $175.0 million for new licenses when it has at least $87.5 million in regulatory capital. Affiliated SBICs are permitted
to issue up to a combined maximum amount of $350.0 million in SBA-guaranteed debentures when they have at least $175.0 million in combined
regulatory capital.
Notes
In May 10, 2013, the Company issued $ 48.3 million
in aggregate principal amount of 7.50 % fixed-rate notes due 2020 (the “2020 Notes”). The 2020 Notes were redeemed in full
on January 13, 2017 and are no longer listed on the New York Stock Exchange (the “NYSE”).
On May 29, 2015, the Company entered into a Debt
Distribution Agreement with Ladenburg Thalmann & Co. Inc. through which the Company may offer for sale, from time to time, up to $20.0
million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. Prior to the 2020 Notes
being redeemed in full, the Company had sold 539,725 2022 Notes with a principal of $13.5 million at an average price of $25.31 for aggregate
net proceeds of $13.4 million (net of transaction costs).
On December 21, 2016, the Company issued $ 74.5
million in aggregate principal amount of our 6.75 % fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $ 71.7
million after deducting underwriting commissions of approximately $ 2.3 million and offering costs of approximately $ 0.5 million. The net
proceeds from the offering were used to repay all of the outstanding indebtedness under the 2020 Notes (as described above), and for general
corporate purposes in accordance with our investment objective and strategies.
On December 21, 2019 and February 7, 2020, the
Company redeemed $ 50.0 million and $ 24.5 million, respectively, in aggregate principal amount of the $ 74.5 million in aggregate principal
amount of the issued and outstanding 2023 Notes. The 2023 Notes were listed on the NYSE under the trading symbol “SAB” with
a par value of $ 25.00 per share, and have been delisted following the full redemption on February 7, 2020.
At February 29, 2020, the debt was extinguished.
As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 2023 Notes resulted in a realized
loss on the extinguishment of debt of $ 1.6 million.
On August 28, 2018, the Company issued $40.0 million
in aggregate principal amount of our 6.25% fixed-rate notes due 2025 (the “6.25% 2025 Notes”) for net proceeds of $38.7 million
after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance
included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25%
2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over
the term of the 6.25% 2025 Notes.
On February 5, 2019, the Company issued an additional
$20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions
of approximately $0.6 million and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included
the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal amount of 6.25% 2025
Notes within 30 days. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture
and had the same terms as the existing 6.25% 2025 Notes. The net proceeds from this offering were used for general corporate purposes
in accordance with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025
Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.
On August 31, 2021, the Company redeemed $ 60.0
million in aggregate principal amount of the issued and outstanding 6.25 % 2025 Notes. The 6.25% 2025 Notes were listed on the NYSE
under the trading symbol of “SAF”, and have been delisted following the full redemption on August 31, 2021.
67
At August 31, 2021, the debt was extinguished.
As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 6.25 % 2025 Notes resulted in a
realized loss on the extinguishment of debt of $ 1.5 million.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 0.0 million and $ 0.9 million, respectively, of interest expense and $ 0.0 million and $ 0.1 million, respectively,
of amortization of deferred financing costs related to the 6.25 % 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 6.25 % 2025 Notes outstanding was $ 0.00 million and $ 57.4 million, respectively.
On June 24, 2020, the Company issued $ 37.5 million
in aggregate principal amount of our 7.25 % fixed-rate notes due 2025 (the “ 7.25 % 2025 Notes”) for net proceeds of $ 36.3 million
after deducting underwriting commissions of approximately $ 1.2 million. Offering costs incurred were approximately $ 0.3 million. On July
6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its
7.25% 2025 Notes. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million.
The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies.
Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and were amortized over the term of the 7.25% 2025
Notes.
On July 14,
2022, the Company redeemed $ 43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. The 7.25 % 2025
Notes were listed on the NYSE under the trading symbol of “SAK”, and have been delisted following the full redemption on July
14, 2022.
On July 14, 2022, the debt was extinguished. As
such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 7.25 % 2025 Notes resulted in a realized
loss on the extinguishment of debt of $ 1.2 million.
As of February 28, 2022 the carrying
amount and fair value of the 7.25 % 2025 Notes was $ 43.1 million and $ 43.9 million, respectively.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 0.4 million and $ 0.8 million, respectively, of interest expense and $ 0.04 million and $ 0.08 million, respectively,
of amortization of deferred financing costs related to the 7.25 % 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of the 7.25 % 2025 Notes outstanding was $ 10.8 million and $ 43.1 million respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $ 1.2 million and $ 1.6 million, respectively, of interest expense and $ 0.1 million and $ 0.2 million, respectively,
of amortization of deferred financing costs related to the 7.25 % 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the six months ended August 31,
2022 and August 31, 2021, the average dollar amount of the 7.25 % 2025 Notes outstanding was $ 27.0 million and $ 43.1 million respectively.
On July 9, 2020, the Company issued $ 5.0 million
in aggregate principal amount of our 7.75 % fixed-rate notes due in 2025 (the “7.75% Notes 2025”) for net proceeds of $ 4.8
million after deducting underwriting commissions of approximately $ 0.2 million. Offering costs incurred were approximately $ 0.1 million.
Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per
year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from
time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes 2025 have been capitalized and are being amortized
over the term of the 7.75% Notes 2025.
As of August 31, 2022, the total 7.75% Notes 2025
outstanding was $5.0 million. The 7.75% Notes 2025 are not listed and have a par value of $25.00 per share. As of February 28, 2022, there
was $5.0 million outstanding of the 7.75% Notes 2025. The carrying amount of the amount outstanding of 7.75% Notes 2025 approximates its
fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability
within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 0.1 million and $ 0.1 million, respectively, of interest expense and $ 0.01 million and $ 0.01 million, respectively,
of amortization of deferred financing costs related to the 7.75% Notes 2025. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 7.75% Notes 2025 outstanding was $ 5.0 million and $ 5.0 million respectively.
On December 29, 2020, the Company issued $ 5.0 million
in aggregate principal amount of our 6.25 % fixed-rate notes due in 2027 (the “6.25% Notes 2027 ”). Offering costs incurred
were approximately $ 0.1 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November
30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% Notes 2027 mature on December 29, 2027 and may be redeemed in
whole or in part at any time or from time to time at our option, on or after December 29, 2024. The net proceeds from the offering were
used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.1 million related
to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes 2027. The 6.25% Notes 2027 are
not listed and have a par value of $25.00 per share.
68
On January 28, 2021, the Company issued $ 10.0 million
in aggregate principal amount of our 6.25 % fixed rate notes due in 2027 (the “6.25% Notes 2027 ”) for net proceeds of $ 9.7
million after deducting underwriting commissions of approximately $ 0.3 million. Offering costs incurred were approximately $ 0.0 million.
Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per
year, beginning February 28, 2021. The 6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in
whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes
in accordance with our investment objective and strategies. Financing costs of $ 0.3 million related to the 6.25% Notes 2027 have been
capitalized and are being amortized over the term of the 6.25% Notes 2027.
As of August 31, 2022, the total 6.25% Notes 2027
outstanding was $ 15.0 million. The 6.25% Notes 2027 are not listed and have a par value of $ 25.00 per share. As of February 28, 2022,
there was $ 15.0 million outstanding of the 6.25% Notes 2027. The carrying amount of the amount outstanding of 6.25% Notes 2027 approximates
its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability
within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 0.2 million and $ 0.2 million, respectively, of interest expense and $ 0.02 million and $ 0.02 million, respectively,
of amortization of deferred financing costs related to the 6.25% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021 the average dollar amount of 6.25% Notes 2027 outstanding was $ 15.0 million and $ 15.0 million respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $ 0.5 million and $ 0.5 million, respectively, of interest expense and $ 0.04 million and $ 0.04 million, respectively,
of amortization of deferred financing costs related to the 6.25% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021 the average dollar amount of 6.25% Notes 2027 outstanding was $ 15.0 million and $ 15.0 million respectively.
On March 10, 2021, the Company issued $50.0 million
in aggregate principal amount of our 4.375% fixed-rate Notes due in 2026 (the “4.375% Notes 2026”) for net proceeds of $49.0
million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.2 million.
Interest on the 4.375% Notes 2026 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year, beginning
August 28, 2021. The 4.375% Notes 2026 mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November
28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general
corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.2 million related to the 4.375%
Notes 2026 have been capitalized and are being amortized over the term of the 4.375% Notes 2026.
On July 15, 2021, the Company issued an additional
$ 125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”)
for net proceeds for approximately $ 123.5 million, based on the public offering price of 101.00 % of the aggregate principal amount of
the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $ 2.5 million and the offering expenses payable by the Company .
The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate
purposes in accordance with our investment objective and strategies. Financing costs of $ 2.7 million have been capitalized and are being
amortized over the term of the additional 4.375% 2026 Notes.
As of August 31, 2022, the total 4.375% Notes 2026
outstanding was $ 175.0 million. The 4.375% Notes 2026 are not listed and are issued in minimum denominations of $ 2,000 and integral multiples
of $ 1,000 in excess thereof. As of February 28, 2022, there was $ 175.0 million outstanding of the 4.375% Notes 2026. The carrying amount
of the amount outstanding of 4.375% Notes 2026 approximates its fair value, which is based on a waterfall analysis showing adequate collateral
coverage and would be classified as a Level 3 liability within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 1.9 million and $ 1.2 million, respectively, of interest expense, $ 0.2 million and $ 0.1 million, respectively,
of amortization of deferred financing costs and $ 0.05 million and $ 0.02 million, respectively, of amortization of premium on issuance
of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing
costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements
of operations. During the three months ended August 31, 2022 and August 31, 2021, the average dollar amount of 4.375% Notes 2026 outstanding
was $ 175.0 million and $ 115.2 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $ 3.8 million and $ 1.7 million, respectively, of interest expense, $ 0.3 million and $ 0.2 million, respectively, of
amortization of deferred financing costs and $ 0.1 million and $ 0.02 million, respectively, of amortization of premium on issuance of 4.375%
Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs
and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of
operations. During the six months ended August 31, 2022 and August 31, 2021, the average dollar amount of 4.375% Notes 2026 outstanding
was $ 175.0 million and $ 84.3 million, respectively.
69
On January 19, 2022, the Company issued $75.0
million in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% Notes 2027”) for net proceeds
of $73.0 million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% Notes 2027, after deducting
the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.2 million. Interest
on the 4.35% Notes 2027 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year, beginning August
28, 2022. The 4.35% Notes 2027 mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any
time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering
were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.7 million
related to the 4.35% Notes 2027 have been capitalized and are being amortized over the term of the 4.35% Notes 2027.
As of August 31, 2022, the total 4.35% Notes 2027
outstanding was $ 75.0 million. The 4.35% Notes 2027 are not listed and are issued in minimum denominations of $ 2,000 and integral multiples
of $ 1,000 in excess thereof. As of February 28, 2022, there was $ 75.0 million outstanding. The carrying amount of the amount outstanding
of 4.35% Notes 2027 approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would
be classified as a Level 3 liability within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 0.8 million and $ 0.0 million, respectively, of interest expense and $ 0.1 million and $ 0.0 million, respectively,
of amortization of deferred financing costs related to the 4.35% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 4.35% Notes 2027 outstanding was $ 75.0 million and $ 0.0 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $ 1.6 million and $ 0.0 million, respectively, of interest expense and $ 0.2 million and $ 0.0 million, respectively,
of amortization of deferred financing costs related to the 4.35% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the six months ended August 31,
2022 and August 31, 2021, the average dollar amount of 4.35% Notes 2027 outstanding was $ 75.0 million and $ 0.0 million, respectively.
On April 27, 2022, the Company issued $87.5 million
in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million
after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May
10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the
6.00% 2027 Notes. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million.
Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per
year, beginning August 31, 2022. The 6.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in
whole or in part at any time or from time to time at our option. Financing costs of $3.3 million related to the 6.00% 2027 Notes have
been capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the
trading symbol “SAT” with a par value of $25.00 per share.
On August 15, 2022, the Company
issued $ 8.0 million in aggregate principal amount of the 6.00% 2027 Notes for net proceeds of $ 7.8 million, based on the public offering
price of 97.80 % of the aggregate principal amount of the 6.00% 2027 Notes. Additional offering costs incurred were approximately $ 0.03
million. Additional financing costs of $ 0.03 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over
the term of the 6.00% 2027 Notes.
As of August 31, 2022, the carrying amount and
fair value of the 6.00% 2027 Notes was $ 105.5 million and $ 101.8 million, respectively. The fair value of the 6.00% 2027 Notes, which
are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within
the fair value hierarchy. As of February 28, 2022, the carrying amount and fair value of the 6.00% 2027 Notes was $ 0.0 million and $ 0.0
million, respectively.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $ 1.7 million and $ 0.0 million, respectively, of interest expense and $ 0.2 million and $ 0.0 million, respectively,
of amortization of deferred financing costs related to the 6.00% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 6.00% Notes 2027 outstanding was $ 99.0 million and $ 0.0 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $ 2.2 million and $ 0.0 million, respectively, of interest expense and $ 0.2 million and $ 0.0 million, respectively,
of amortization of deferred financing costs related to the 6.00% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the six months ended August 31,
2022 and August 31, 2021, the average dollar amount of 6.00% Notes 2027 outstanding was $ 43.8 million and $ 0.0 million, respectively.
70
SENIOR SECURITIES
(dollar amounts in thousands,
except per share data)
Class and Year (1)(2)
Total Amount
Outstanding
Exclusive of
Treasury
Securities(3)
Asset
Coverage per
Unit(4)
Involuntary
Liquidating
Preference per
Share(5)
Average
Market
Value per
Share(6)
(in thousands)
Credit Facility with Encina Lender Finance, LLC
Fiscal year 2023 (as of August 31, 2022)
$ 25,000
$ 1,842
-
N/A
Fiscal year 2022 (as of February 28, 2022)
$ 12,500
$ 2,093
-
N/A
Credit Facility with Madison Capital Funding(14)
Fiscal year 2021 (as of February 28, 2021)
$ -
$ 3,471
-
N/A
Fiscal year 2020 (as of February 29, 2020)
$ -
$ 6,071
-
N/A
Fiscal year 2019 (as of February 28, 2019)
$ -
$ 2,345
-
N/A
Fiscal year 2018 (as of February 28, 2018)
$ -
$ 2,930
-
N/A
Fiscal year 2017 (as of February 28, 2017)
$ -
$ 2,710
-
N/A
Fiscal year 2016 (as of February 29, 2016)
$ -
$ 3,025
-
N/A
Fiscal year 2015 (as of February 28, 2015)
$ 9,600
$ 3,117
-
N/A
Fiscal year 2014 (as of February 28, 2014)
$ -
$ 3,348
-
N/A
Fiscal year 2013 (as of February 28, 2013)
$ 24,300
$ 5,421
-
N/A
Fiscal year 2012 (as of February 29, 2012)
$ 20,000
$ 5,834
-
N/A
Fiscal year 2011 (as of February 28, 2011)
$ 4,500
$ 20,077
-
N/A
Fiscal year 2010 (as of February 28, 2010)
$ -
$ -
-
N/A
Fiscal year 2009 (as of February 28, 2009)
$ -
$ -
-
N/A
Fiscal year 2008 (as of February 29, 2008)
$ -
$ -
-
N/A
Fiscal year 2007 (as of February 28, 2007)
$ -
$ -
-
N/A
7.50% Notes due 2020(7)
Fiscal year 2017 (as of February 28, 2017)
$ -
$ -
-
N/A
Fiscal year 2016 (as of February 29, 2016)
$ 61,793
$ 3,025
-
$ 25.24 (8)
Fiscal year 2015 (as of February 28, 2015)
$ 48,300
$ 3,117
-
$ 25.46 (8)
Fiscal year 2014 (as of February 28, 2014)
$ 48,300
$ 3,348
-
$ 25.18 (8)
Fiscal year 2013 (as of February 28, 2013)
$ -
$ -
-
N/A
Fiscal year 2012 (as of February 29, 2012)
$ -
$ -
-
N/A
Fiscal year 2011 (as of February 28, 2011)
$ -
$ -
-
N/A
Fiscal year 2010 (as of February 28, 2010)
$ -
$ -
-
N/A
Fiscal year 2009 (as of February 28, 2009)
$ -
$ -
-
N/A
Fiscal year 2008 (as of February 29, 2008)
$ -
$ -
-
N/A
Fiscal year 2007 (as of February 28, 2007)
$ -
$ -
-
N/A
6.75% Notes due 2023(9)
Fiscal year 2020 (as of February 29, 2020)
$ -
$ -
-
N/A
Fiscal year 2019 (as of February 28, 2019)
$ 74,451
$ 2,345
-
$ 25.74 (10)
Fiscal year 2018 (as of February 28, 2018)
$ 74,451
$ 2,930
-
$ 26.05 (10)
Fiscal year 2017 (as of February 28, 2017)
$ 74,451
$ 2,710
-
$ 25.89 (10)
6.25% Notes due 2025(13)
Fiscal year 2022 (as of February 28, 2022)
-
-
-
N/A
Fiscal year 2021 (as of February 28, 2021)
$ 60,000
$ 3,471
-
$ 24.24 (11)
Fiscal year 2020 (as of February 29, 2020)
$ 60,000
$ 6,071
-
$ 25.75 (11)
Fiscal year 2019 (as of February 28, 2019)
$ 60,000
$ 2,345
-
$ 24.97 (11)
7.25% Notes due 2025(16)
Fiscal year 2023 (as of August 31, 2022)
$ -
$ -
-
N/A
Fiscal year 2022 (as of February 28, 2022)
$ 43,125
$ 2,093
-
$ 25.46 (11)
Fiscal year 2021 (as of February 28, 2021)
$ 43,125
$ 3,471
-
$ 25.77 (11)
7.75% Notes due 2025
Fiscal year 2023 (as of August 31, 2022)
$ 5,000
$ 1,842
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 5,000
$ 2,093
-
$ 25.00 (12)
Fiscal year 2021 (as of February 28, 2021)
$ 5,000
$ 3,471
-
$ 25.00 (12)
4.375% Notes due 2026
Fiscal year 2023 (as of August 31, 2022)
$ 175,000
$ 1,842
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 175,000
$ 2,093
-
$ 25.00 (12)
4.35% Notes due 2027
Fiscal year 2023 (as of August 31, 2022)
$ 75,000
$ 1,842
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 75,000
$ 2,093
-
$ 25.00 (12)
6.25% Notes due 2027
Fiscal year 2023 (as of August 31, 2022)
$ 15,000
$ 1,842
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 15,000
$ 2,093
-
$ 25.00 (12)
Fiscal year 2021 (as of February 28, 2021)
$ 15,000
$ 3,471
-
$ 25.00 (12)
6.00% Notes due 2027
Fiscal year 2023 (as of August 31, 2022)
$ 105,500
$ 1,842
$ 24.12 (15)
71
(1) We
have excluded our SBA-guaranteed debentures from this table because the SEC has granted us exemptive relief that permits us
to exclude such debentures from the definition of senior securities in the 150 % asset coverage ratio we are required to maintain under
the 1940 Act.
(2) This
table does not include the senior securities of our predecessor entity, GSC Investment Corp., relating to a revolving securitized credit
facility with Deutsche Bank, in light of the fact that the Company was under different management during the time that such credit facility
was outstanding.
(3) Total
amount of senior securities outstanding at the end of the period presented.
(4) Asset
coverage per unit is the ratio of our total assets, less all liabilities and indebtedness not represented by senior securities, to the
aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per
$1,000 of indebtedness, calculated on a total basis.
(5) The
amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security
junior to it. The “—” indicates information which the Securities and Exchange Commission expressly does not require
to be disclosed for certain types of senior securities.
(6) Not
applicable for credit facility because not registered for public trading.
(7) On
January 13, 2017, the Company redeemed in full its 2020 Notes. The Company used a portion of the net proceeds from the 2023 Notes
offering, which was completed in December 2016, to redeem the 2020 Notes in full.
(8) Based
on the average daily trading price of the 2020 Notes on the NYSE.
(9) On
December 21, 2019 and February 7, 2020, the Company redeemed $ 50.0 million and $ 24.45 million, respectively, in aggregate principal amount
of the $ 74.45 million in aggregate principal amount of issued and outstanding 2023 Notes.
(10) Based
on the average daily trading price of the 2023 Notes on the NYSE.
(11) Based
on the average daily trading price of the 2025 Notes on the NYSE.
(12) The
carrying value of this unlisted security approximates its fair value, based on a waterfall analysis showing adequate collateral coverage.
(13) On
August 31, 2021, the Company redeemed $ 60.0 million in aggregate principal amount of the issued and outstanding 6.25 % 2025 Notes. The
Company used a portion of the net proceeds from the 4.375 % 2026 Notes offering, which was completed in July 2021, to redeem the 6.25 %
2025 Notes in full.
(14) On
October 4, 2021, the Company repaid all remaining amounts outstanding under the Madison Credit Facility and the credit agreement relating
to the Madison Credit Facility was terminated.
(15) Based
on the average daily trading price of the 2027 Notes on the NYSE.
(16) On
July 14, 2022, the Company redeemed $ 43.1 million in aggregate principal amount of the issued and outstanding 7.25 % 2025 Notes.
72
Note 9. Commitments and Contingencies
Contractual
Obligations
The following table shows our payment obligations for repayment of
debt and other contractual obligations at August 31, 2022:
Payment Due by Period
Long-Term Debt Obligations
Total
Less Than
1 Year
1 - 3
Years
3 - 5
Years
More Than
5 Years
($ in thousands)
Revolving credit facility
$ 25,000
$ -
$ 25,000
$ -
$ -
SBA debentures
233,660
-
15,000
33,660
185,000
7.75% 2025 Notes
5,000
-
5,000
-
-
4.375% 2026 Notes
175,000
-
-
175,000
-
4.35% 2027 Notes
75,000
-
-
75,000
-
6.25% 2027 Notes
15,000
-
-
-
15,000
6.00% 2027 Notes
105,500
-
-
105,500
-
Total Long-Term Debt Obligations
$ 634,160
$ -
$ 45,000
$ 389,160
$ 200,000
Off-Balance Sheet Arrangements
As of August 31, 2022 and February 28, 2022, the
Company’s off-balance sheet arrangements consisted of $ 90.7 million and $ 83.4 million, respectively, of unfunded commitments outstanding
to provide debt financing to its portfolio companies or to fund limited partnership interests. Such commitments are generally up to the
Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and
are not reflected in the Company’s consolidated statements of assets and liabilities.
73
A summary of the unfunded commitments outstanding as of August 31,
2022 and February 28, 2022 is shown in the table below (dollars in thousands):
August 31,
2022
February 28,
2022
At Company’s discretion
ActiveProspect, Inc.
$ 10,000
$ -
Artemis Wax
3,000
3,700
Ascend Software LLC
5,000
5,000
Axero Holdings
-
3,000
Davisware
2,000
2,000
Granite Comfort
5,000
-
JDXpert
5,000
-
Lee’s Famous Recipe Chicken
4,000
10,000
Netreo Holdings, LLC
-
4,000
Pepper Palace
3,000
3,000
Procrement Partners
-
2,800
Saratoga Senior Loan Fund I JV LLC
15,606
17,500
Sceptre Hospitality Resources
250
1,000
Book4Time, Inc.
-
2,000
Total
52,856
54,000
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Ascend Software LLC
4,200
6,500
ARC Health
8,500
-
Axero Holdings
-
2,000
Axero Holdings - Revolver
500
500
Davisware, LLC
1,000
1,000
Exigo - DDTL
4,167
-
Exigo - Revolver
833
-
GDS Holdings US, Inc.
1,036
2,786
Granite Comfort
5,000
-
GoReact
500
2,500
JDXpert
1,000
-
Madison Logic - Revolver
1,084
1,084
New England Dental Partners
4,500
4,500
Pepper Palace - DDTL
2,000
2,000
Pepper Palace - Revolver
2,500
2,500
Zollege
1,000
1,000
Lee’s Famous Recipe Chicken
-
3,000
37,820
29,370
Total
$ 90,676
$ 83,370
The Company believes its assets will provide adequate
coverage to satisfy these unfunded commitments. As of August 31, 2022, the Company had cash and cash equivalents of $ 12.6 million and
$ 25.0 million in available borrowings under the Encina Credit Facility.
74
Note 10. Directors Fees
The independent directors each receive an annual
fee of $ 70,000 . They also receive $ 3,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending
each board meeting and receive $ 1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each
committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $ 12,500 and the chairman of each other committee
receives an annual fee of $ 6,000 for their additional services in these capacities. In addition, we have purchased directors’ and
officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’
fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time
of payment. No compensation is paid to directors who are “interested persons” of the Company (as such term is defined in Section
2(a)(19) of the 1940 Act). For the three months ended August 31, 2022 and August 31, 2021, we incurred $ 0.1 million and $ 0.1 million for
directors’ fees and expenses, respectively. For the six months ended August 31, 2022 and August 31, 2021, we incurred $ 0.2 million
and $ 0.2 million for directors’ fees and expenses, respectively. As of August 31, 2022, and February 28, 2022, $ 0.1 million
and $ 0.07 million in directors’ fees and expenses were accrued and unpaid, respectively. As of August 31, 2022, we had not issued
any common stock to our directors as compensation for their services.
Note 11. Stockholders’ Equity
On May 16, 2006, GSC Group, Inc. capitalized the
LLC, by contributing $ 1,000 in exchange for 67 shares, constituting all of the issued and outstanding shares of the LLC.
On March 20, 2007, the Company issued 95,995.5
and 8,136.2 shares of common stock, priced at $ 150.00 per share, to GSC Group and certain individual employees of GSC Group, respectively,
in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued
at $ 15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were exchanged for 6.7 shares of the Company.
On March 28, 2007, the Company completed its IPO
of 725,000 shares of common stock, priced at $ 150.00 per share, before underwriting discounts and commissions. Total proceeds received
from the IPO, net of $ 7.1 million in underwriter’s discount and commissions, and $ 1.0 million in offering costs, were $ 100.7 million.
On July 30, 2010, our Manager and its affiliates
purchased 986,842 shares of common stock at $ 15.20 per share. Total proceeds received from this sale were $ 15.0 million.
On August 12, 2010, we effected a one-for-ten reverse
stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted
into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The
total cash payment in lieu of shares was $ 230 . Immediately after the reverse stock split, we had 2,680,842 shares of our common stock
outstanding.
75
On September 24, 2014, the Company announced the
approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below
its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”). On
October 7, 2015, our board of directors extended the Share Repurchase Plan for another year and increased the number of shares the Company
is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements,
to 400,000 shares of its common stock. On October 5, 2016, our board of directors extended the Share Repurchase Plan for another year
to October 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in
its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, January
8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan for another year to October 15, 2018, January 15,
2020 and January 15, 2021, respectively, each time leaving the number of shares unchanged at 600,000 shares of its common stock. On May
4, 2020, our board of directors increased the Share Repurchase Plan to 1.3 million shares of common stock. On January 5, 2021, our board
of directors extended the Share Repurchase Plan for another year to January 15, 2022, leaving the number of shares unchanged at 1.3 million
shares of common stock. On January 4, 2022, our board of directors extended the Shares Repurchase Plan for another year to January 15,
2023, leaving the number of shares unchanged at 1.3 million shares of common stock. As of August 31, 2022, the Company purchased
803,962 shares of common stock, at the average price of $21.47 for approximately $17.3 million pursuant to the Share Repurchase Plan.
During the three months ended August 31, 2022 the Company purchased 153,350 shares of common stock, at the average price of $24.04 for
approximately $3.7 million pursuant to the Share Repurchase Plan. During the six months ended August 31, 2022 the Company purchased 295,527
shares of common stock, at the average price of $25.11 for approximately $7.4 million pursuant to the Share Repurchase Plan.
On March 16, 2017, we entered into
an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to
$ 30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were also
added to the agreement. On July 11, 2019, the amount of the common stock to be offered was increased to $ 70.0 million, and on October
8, 2019, the amount of the common stock to be offered was increased to $ 130.0 million. This agreement was terminated as of July 29, 2021,
and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $ 97.1 million at an average price of $ 24.77 for aggregate
net proceeds of $ 95.9 million (net of transaction costs).
On July 13, 2018, the Company issued 1,150,000
shares of its common stock priced at $ 25.00 per share (par value $ 0.001 per share) at an aggregate total of $ 28.75 million. The net proceeds,
after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately
$27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common
stock, which was not exercised.
On July 30, 2021, we entered
into an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (collectively
the “Agents”), through which we may offer for sale, from time to time, up to $ 150.0 million of our common stock through the
Agents, or to them, as principal for their account. As of August 31, 2022, the Company sold 4,840,361 shares for gross proceeds of $ 124.0
million at an average price of $ 25.61 for aggregate net proceeds of $ 122.4 million (net of transaction costs). During the three and six
months ended August 31, 2022, there were no shares sold pursuant to the equity distribution agreement with the Agents.
76
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X
(Note 2). Pursuant to the regulation, the Company has presented a reconciliation of the changes in each significant caption of stockholders’
equity as shown in the tables below:
Capital
Total
Common Stock
in Excess
Distributable
Shares
Amount
of Par Value
Earnings (Loss)
Net Assets
Balance at February 28, 2021
11,161,416
$ 11,161
$ 304,874,957
$ ( 700,348 )
$ 304,185,770
Increase (Decrease) from Operations:
Net investment income
-
-
-
2,555,935
2,555,935
Net realized gain (loss) from investments
-
-
-
1,910,141
1,910,141
Net change in unrealized appreciation (depreciation) on investments
-
-
-
16,812,577
16,812,577
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 230,144 )
( 230,144 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,799,405 )
( 4,799,405 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
38,580
39
914,063
-
914,102
Repurchases of common stock
( 40,000 )
( 40 )
( 1,003,380 )
-
( 1,003,420 )
Repurchase fees
-
-
( 800 )
-
( 800 )
Offering costs
-
-
-
-
-
Balance at May 31, 2021
11,159,995
$ 11,160
$ 304,784,840
$ 15,548,756
$ 320,344,756
Increase (Decrease) from Operations:
Net investment income
-
-
-
6,393,261
6,393,261
Net realized gain (loss) from investments
-
-
-
1,501,597
1,501,597
Income tax (provision) benefit from realized gain on investments
-
-
-
( 448,883 )
( 448,883 )
Realized losses on extinguishment of debt
( 1,552,140 )
( 1,552,140 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
3,376,540
3,376,540
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 1,328,711 )
( 1,328,711 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,910,394 )
( 4,910,394 )
Capital Share Transactions:
Proceeds from issuance of common stock
5,441
6
157,034
-
157,040
Stock dividend distribution
33,099
33
828,479
-
828,512
Repurchases of common stock
( 9,623 )
( 10 )
( 248,713 )
-
( 248,723 )
Repurchase fees
-
-
( 192 )
-
( 192 )
Offering costs
-
-
( 817 )
-
( 817 )
Balance at August 31, 2021
11,188,912
$ 11,189
$ 305,520,631
$ 18,580,025
$ 324,111,845
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,196,635
5,196,635
Net realized gain (loss) from investments
-
-
-
9,916,925
9,916,925
Income tax (provision) benefit from realized gain on investments
-
-
-
( 2,447,173 )
( 2,447,173 )
Realized losses on extinguishment of debt
( 764,123 )
( 764,123 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 6,042,616 )
( 6,042,616 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
2,480,465
2,480,465
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 5,889,329 )
( 5,889,329 )
Capital Share Transactions:
Proceeds from issuance of common stock
520,076
520
15,163,259
-
15,163,779
Stock dividend distribution
38,016
38
1,017,625
-
1,017,663
Repurchases of common stock
-
-
-
-
-
Repurchase fees
-
-
-
-
-
Offering costs
-
-
( 142,326 )
-
( 142,326 )
Balance at November 30, 2021
11,747,004
$ 11,747
$ 321,559,189
$ 21,030,809
$ 342,601,745
77
Capital
Total
Common Stock
in Excess
Distributable
Shares
Amount
of Par Value
Earnings (Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,796,910
5,796,910
Net realized gain (loss) from investments
-
-
-
69,664
69,664
Income tax (provision) benefit from realized gain on investments
-
-
-
9,612
9,612
Realized losses on extinguishment of debt
( 118,147 )
( 118,147 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
2,873,561
2,873,561
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 226,702 )
( 226,702 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 6,434,106 )
( 6,434,106 )
Capital Share Transactions:
Proceeds from issuance of common stock
392,826
392
11,513,992
-
11,514,383
Stock dividend distribution
41,520
42
1,114,886
-
1,114,929
Repurchases of common stock
( 50,000 )
( 50 )
( 1,292,843 )
-
( 1,292,893 )
Repurchase fees
( 1,000 )
-
( 1,000 )
Offering costs
( 127,433 )
-
( 127,433 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
( 4,704,545 )
4,704,545
-
Balance at February 28, 2022
12,131,350
$ 12,131
$ 328,062,246
$ 27,706,146
$ 355,780,523
Increase (Decrease) from Operations:
Net investment income
-
-
-
7,976,222
7,976,222
Net realized gain (loss) from investments
-
-
-
162,509
162,509
Income tax (provision) benefit from realized gain on investments
-
-
-
69,250
69,250
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 9,333,449 )
( 9,333,449 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 361,951 )
( 361,951 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 6,428,817 )
( 6,428,817 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
42,825
43
1,108,637
-
1,108,680
Repurchases of common stock
( 142,177 )
( 142 )
( 3,734,174 )
-
( 3,734,316 )
Repurchase fees
-
-
( 2,840 )
-
( 2,840 )
Offering costs
-
-
-
-
-
Balance at May 31, 2022
12,031,998
$ 12,032
$ 325,433,869
$ 19,789,910
$ 345,235,811
Increase (Decrease) from Operations:
Net investment income
-
-
-
7,698,014
7,698,014
Net realized gain (loss) from investments
-
-
-
7,943,838
7,943,838
Realized losses on extinguishment of debt
-
-
-
( 1,204,809 )
( 1,204,809 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 13,258,456 )
( 13,258,456 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 230,154 )
( 230,154 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 6,369,981 )
( 6,369,981 )
Capital Share Transactions:
Stock dividend distribution
48,590
49
1,088,139
-
1,088,188
Repurchases of common stock
( 153,350 )
( 154 )
( 3,685,951 )
-
( 3,686,105 )
Repurchase fees
-
-
( 3,071 )
-
( 9,464 )
Balance at August 31, 2022
11,927,238
$ 11,927
$ 322,832,986
$ 14,368,362
$ 337,213,275
78
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X
(Note 2). Pursuant to the regulation, the Company has presented a reconciliation of the changes in each significant caption of stockholders’
equity as shown in the tables below:
Capital
Total
Common Stock
in Excess
Distributable
Shares
Amount
of Par Value
Earnings (Loss)
Net Assets
Balance at February 29, 2020
11,217,545
$ 11,218
$ 289,476,991
$ 14,798,644
$ 304,286,853
Increase (Decrease) from Operations:
Net investment income
-
-
-
9,018,314
9,018,314
Net realized gain (loss) from investments
-
-
-
8,480
8,480
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 31,950,369 )
( 31,950,369 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
267,740
267,740
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
-
-
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
-
-
-
-
-
Repurchases of common stock
-
-
-
-
-
Offering costs
-
-
-
-
-
Balance at May 31, 2020
11,217,545
$ 11,218
$ 289,476,991
$ ( 7,857,191 )
$ 281,631,018
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,334,713
5,334,713
Net realized gain (loss) from investments
-
-
-
11,929
11,929
Net change in unrealized appreciation (depreciation) on investments
-
-
-
16,580,401
16,580,401
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 116,521 )
( 116,521 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,487,015 )
( 4,487,015 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
47,098
46
774,944
-
774,990
Repurchases of common stock
( 90,321 )
( 90 )
( 1,550,327 )
-
( 1,550,417 )
Repurchase fees
-
-
( 1,740 )
-
( 1,740 )
Offering costs
-
-
-
-
-
Balance at August 31, 2020
11,174,322
$ 11,174
$ 288,699,868
$ 9,466,316
$ 298,177,358
Increase (Decrease) from Operations:
Net investment income
-
-
-
4,471,102
4,471,102
Net realized gain (loss) from investments
-
-
-
1,798
1,798
Income tax (provision) benefit from realized gain on investments
( 3,895,354 )
( 3,895,354 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
5,998,830
5,998,830
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 210,057 )
( 210,057 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,581,469 )
( 4,581,469 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
45,706
46
805,883
-
805,929
Repurchases of common stock
( 50,000 )
( 50 )
( 914,194 )
-
( 914,244 )
Repurchase fees
-
-
( 1,003 )
-
( 1,003 )
Offering costs
-
-
-
-
-
Balance at November 30, 2020
11,170,028
$ 11,170
$ 288,590,554
$ 11,251,166
$ 299,852,890
79
Capital
Total
Common Stock
in Excess
Distributable
Shares
Amount
of Par Value
Earnings (Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
4,288,996
4,288,996
Net realized gain (loss) from investments
-
-
-
( 8,726,013 )
( 8,726,013 )
Income tax (provision) benefit from realized gain on investments
-
-
-
-
-
Realized losses on extinguishment of debt
( 128,617 )
( 128,617 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
14,337,460
14,337,460
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 515,796 )
( 515,796 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,678,514 )
( 4,678,514 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
41,388
41
900,124
-
900,165
Repurchases of common stock
( 50,000 )
( 50 )
( 1,143,748 )
-
( 1,143,798 )
Repurchase fees
-
-
( 1,003 )
-
( 1,003 )
Offering costs
-
-
-
-
-
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
16,529,030
( 16,529,030 )
-
Balance at February 28, 2021
11,161,416
$ 11,161
$ 304,874,957
$ ( 700,348 )
$ 304,185,770
Increase (Decrease) from Operations:
Net investment income
-
-
-
2,555,935
2,555,935
Net realized gain (loss) from investments
-
-
-
1,910,141
1,910,141
Net change in unrealized appreciation (depreciation) on investments
-
-
-
16,812,577
16,812,577
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 230,144 )
( 230,144 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,799,405 )
( 4,799,405 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
38,580
39
914,063
-
914,102
Repurchases of common stock
( 40,000 )
( 40 )
( 1,003,380 )
-
( 1,003,420 )
Repurchase fees
-
-
( 800 )
-
( 800 )
Offering costs
-
-
-
-
-
Balance at May 31, 2021
11,159,995
$ 11,160
$ 304,784,840
$ 15,548,756
$ 320,344,756
Increase (Decrease) from Operations:
Net investment income
-
-
-
6,393,261
6,393,261
Net realized gain (loss) from investments
-
-
-
1,501,597
1,501,597
Income tax (provision) benefit from realized gain on investments
-
-
-
( 448,883 )
( 448,883 )
Realized losses on extinguishment of debt
( 1,552,140 )
( 1,552,140 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
3,376,540
3,376,540
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 1,328,711 )
( 1,328,711 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 4,910,394 )
( 4,910,394 )
Capital Share Transactions:
Proceeds from issuance of common stock
5,441
6
157,034
-
157,040
Stock dividend distribution
33,099
33
828,479
-
828,512
Repurchases of common stock
( 9,623 )
( 10 )
( 248,713 )
-
( 248,723 )
Repurchase fees
-
-
( 192 )
-
( 192 )
Offering costs
-
-
( 817 )
-
( 817 )
Balance at August 31, 2021
11,188,912
$ 11,189
$ 305,520,631
$ 18,580,025
$ 324,111,845
80
Capital
Total
Common Stock
in Excess
Distributable
Shares
Amount
of Par Value
Earnings (Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,196,635
5,196,635
Net realized gain (loss) from investments
-
-
-
9,916,925
9,916,925
Income tax (provision) benefit from realized gain on investments
-
-
-
( 2,447,173 )
( 2,447,173 )
Realized losses on extinguishment of debt
( 764,123 )
( 764,123 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 6,042,616 )
( 6,042,616 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
2,480,465
2,480,465
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 5,889,329 )
( 5,889,329 )
Capital Share Transactions:
Proceeds from issuance of common stock
520,076
520
15,163,259
-
15,163,779
Stock dividend distribution
38,016
38
1,017,625
-
1,017,663
Repurchases of common stock
-
-
-
-
-
Repurchase fees
-
-
-
-
Offering costs
-
-
( 142,326 )
-
( 142,326 )
Balance at November 30, 2021
11,747,004
$ 11,747
$ 321,559,189
$ 21,030,809
$ 342,601,745
Increase (Decrease) from Operations:
Net investment income
5,796,910
5,796,910
Net realized gain (loss) from investments
69,664
69,664
Income tax (provision) benefit from realized gain on investments
9,612
9,612
Realized losses on extinguishment of debt
( 118,147 )
( 118,147 )
Net change in unrealized appreciation (depreciation) on investments
2,873,561
2,873,561
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 226,702 )
( 226,702 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
( 6,434,106 )
( 6,434,106 )
Capital Share Transactions:
Proceeds from issuance of common stock
392,826
392
11,513,992
11,514,383
Stock dividend distribution
41,520
42
1,114,886
1,114,929
Repurchases of common stock
( 50,000 )
( 50 )
( 1,292,843 )
( 1,292,893 )
Repurchase fees
( 1,000 )
( 1,000 )
Offering costs
( 127,433 )
( 127,433 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
( 4,704,545 )
4,704,545
Balance at February 28, 2022
12,131,350
$ 12,131
$ 328,062,246
$ 27,706,146
$ 355,780,523
Balance at February 28, 2018
6,257,029
$ 6,257
$ 188,975,590
$ ( 45,290,480 )
$ 143,691,367
Cumulative effect of the adoption of ASC 606 (Note 2)
-
-
-
( 65,300 )
( 65,300 )
Balance at March 1, 2018
6,257,029
6,257
188,975,590
( 45,355,780 )
143,626,067
Increase (Decrease) from Operations:
Net investment income
-
-
-
3,927,648
3,927,648
Net realized gain (loss) from investments
-
-
-
212,008
212,008
Net change in unrealized appreciation (depreciation) on investments
-
-
-
643,205
643,205
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 940,546 )
( 940,546 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 3,128,513 )
( 3,128,513 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
25,355
25
504,853
-
504,878
Repurchases of common stock
-
-
-
-
-
Offering costs
-
-
-
-
-
Balance at May 31, 2018
6,282,384
6,282
189,480,443
( 44,641,978 )
144,844,747
81
For the Year Ended February 28, 2019
Capital
Total
Common Stock
in Excess
Distributable
Shares
Amount
of Par Value
Earnings (Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,144,228
5,144,228
Net realized gain (loss) from investments
-
-
-
163
163
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 2,154,521 )
( 2,154,521 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
152,546
152,546
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 3,204,014 )
( 3,204,014 )
Capital Share Transactions:
Proceeds from issuance of common stock
1,150,000
1,150
28,748,850
-
28,750,000
Stock dividend distribution
21,563
22
511,523
-
511,545
Repurchases of common stock
-
-
-
-
-
Offering costs
-
-
( 1,386,667 )
-
( 1,386,667 )
Balance at August 31, 2018
7,453,947
7,454
217,354,149
( 44,703,576 )
172,658,027
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,138,941
5,138,941
Net realized gain (loss) from investments
-
-
-
( 67,164 )
( 67,164 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 1,031,113 )
( 1,031,113 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 371,581 )
( 371,581 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 3,876,050 )
( 3,876,050 )
Capital Share Transactions:
Proceeds from issuance of common stock
10,373
10
241,228
-
241,238
Stock dividend distribution
25,863
26
578,057
-
578,083
Repurchases of common stock
-
-
-
-
-
Offering costs
-
-
( 1,290 )
-
( 1,290 )
Balance at November 30, 2018
7,490,183
7,490
218,172,144
( 44,910,543 )
173,269,091
Increase (Decrease) from Operations:
Net investment income
-
-
-
4,091,392
4,091,392
Net realized gain (loss) from investments
-
-
-
4,729,298
4,729,298
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 357,880 )
( 357,880 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 607,254 )
( 607,254 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
( 3,980,011 )
( 3,980,011 )
Capital Share Transactions:
Proceeds from issuance of common stock
136,176
136
3,158,783
-
3,158,919
Stock dividend distribution
30,797
31
581,356
-
581,387
Repurchases of common stock
-
-
-
-
-
Offering costs
-
-
( 9,755 )
-
( 9,755 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
( 18,349,728 )
18,349,728
-
Balance at February 28, 2019
7,657,156
$ 7,657
$ 203,552,800
$ ( 22,685,270 )
$ 180,875,187
82
Note 12. Earnings Per Share
In accordance with the provisions of FASB ASC Topic
260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common
shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the
related impact to earnings, are considered when calculating earnings per share on a diluted basis.
The following information sets forth the computation of the weighted
average basic and diluted net increase (decrease) in net assets resulting from operations per share for the three and six months ended
August 31, 2022 and August 31, 2021 (dollars in thousands except share and per share amounts):
For the three months ended
For the six months ended
Basic and Diluted
August 31,
2022
August 31,
2021
August 31,
2022
August 31,
2021
Net increase (decrease) in net assets resulting from operations
$ 948
$ 7,942
$ ( 539 )
$ 28,990
Weighted average common shares outstanding
11,963,276
11,175,436
12,037,855
11,172,787
Weighted average earnings (loss) per common share
$ 0.08
$ 0.71
$ ( 0.04 )
$ 2.59
Note 13. Dividend
On August 29, 2022, the Company declared a dividend
of $ 0.54 per share payable on September 29, 2022 , to common stockholders of record on September 14, 2022 . Shareholders have the option
to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder
elections, the dividend consisted of approximately $ 5.3 million in cash and 52,313 newly issued
shares of common stock, or 0.4 % of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $ 22.00 per share, which equaled 95 % of the volume weighted average trading price
per share of the common stock on September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022.
The following table summarizes dividends declared for the six months
ended August 31, 2022 (dollars in thousands except per share amounts):
Date Declared
Record Date
Payment Date
Amount
Per Share
Total Amount*
August 29, 2022
September 14, 2022
September 29, 2022
$ 0.54
$ 6,433
May 26, 2022
June 14, 2022
June 29, 2022
0.53
6,370
Total dividends declared
$ 1.07
$ 6,370
* Total amount is calculated
based on the number of shares outstanding at the date of record.
The following table summarizes dividends declared for the six months
ended August 31, 2021 (dollars in thousands except per share amounts):
Date Declared
Record Date
Payment Date
Amount
Per Share
Total Amount*
May 27, 2021
June 15, 2021
May 29, 2021
$ 0.44
$ 4,910
March 22, 2021
April 8, 2021
April 22, 2021
0.43
4,799
Total dividends declared
$ 0.87
$ 9,709
* Total amount is calculated
based on the number of shares outstanding at the date of record.
83
Note 14. Financial Highlights
The following is a schedule of financial highlights as of
and for the six months ended August 31, 2022 and August 31, 2021:
Per share data
August 31,
2022
August 31,
2021
Net asset value at beginning of period
$ 29.33
$ 27.25
Net investment income(1)
1.30
0.80
Net realized and unrealized gain and losses on investments(1)
( 1.25 )
1.93
Realized losses on extinguishment of debt
( 0.10 )
( 0.14 )
Net increase in net assets resulting from operations
( 0.05 )
2.59
Distributions declared from net investment income
( 1.06 )
( 0.87 )
Total distributions to stockholders
( 1.06 )
( 0.87 )
Issuance of common stock above net asset value (2)
-
-
Repurchases of common stock(3)
0.10
0.01
Dilution(4)
( 0.05 )
( 0.01 )
Net asset value at end of period
$ 28.27
$ 28.97
Net assets at end of period
$ 337,213,275
$ 324,111,845
Shares outstanding at end of period
11,927,238
11,188,912
Per share market value at end of period
$ 24.28
$ 28.70
Total return based on market value(5)(6)
( 7.67 )%
28.72 %
Total return based on net asset value(5)(7)
0.69 %
10.02 %
Ratio/Supplemental data:
Ratio of net investment income to average net assets(8)
8.61 %
7.88 %
Expenses:
Ratios of Operating Expenses and Income Taxes to average net assets*(9)
6.68 %
5.83 %
Ratio of incentive management fees to average net assets(5)
( 0.38 )%
2.30 %
Ratio of interest and debt financing expenses to average net assets(9)
8.47 %
5.97 %
Ratio of total expenses and income taxes to average net assets*(8)
14.77 %
14.10 %
Portfolio turnover rate(5)(10)
11.83 %
23.67 %
Asset coverage ratio per unit(11)
1,842
2,361
Average market value per unit
Revolving Credit Facility(12)
N/A
N/A
SBA Debentures Payable(12)
N/A
N/A
6.25% Notes Payable 2025(13)
N/A
$ 25.44
7.25% Notes Payable 2025(14)
N/A
$ 26.45
7.75% Notes Payable 2025(12)
N/A
N/A
4.375% Notes Payable(12)
N/A
N/A
6.25% Notes Payable 2027(12)
N/A
N/A
6.00% Notes Payable 2027
$ 24.53
N/A
* Certain prior period amounts have been reclassified to conform to current period presentation.
(1) Per
share amounts are calculated using the weighted average shares outstanding during the period.
(2) The
continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then
prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each
subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with
subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds
per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding during the period.
(3) Represents the anti-dilutive impact on the net asset value per share (“NAV”) of the Company due to the repurchase of common shares. See Note 11, Stockholders’ Equity.
(4) Represents
the dilutive effect of issuing common stock below net asset value per share during the period in connection with the satisfaction of
the Company’s annual RIC distribution requirement and may include the impact of the different share amounts used for different items
(weighted average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year)
in the per common share data calculation and rounding impacts. See Note 13, Dividend.
(5) Ratios
are not annualized.
(6) Total
investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation
to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.
84
(7) Total
investment return is calculated assuming a purchase of common shares at the current net asset value on the first day and a sale at the
current net asset value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this
calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.
(8) Ratios
are annualized. Incentive management fees included within the ratio are not annualized.
(9) Ratios
are annualized.
(10) Portfolio
turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets
at fair value.
(11) Asset
coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not
represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit
is expressed in terms of dollar amounts per $ 1,000 of indebtedness. Asset coverage ratio per unit does not include unfunded commitments.
The inclusion of unfunded commitments in the calculation of the asset coverage ratio per unit would not cause us to be below the required
amount of regulatory coverage.
(12) The
Revolving Credit Facility, SBA Debentures, 7.75% Notes Payable 2025, 4.375% Notes Payable and 6.25% Notes Payable are not registered
for public trading.
(13) On
August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes and,
as a result of the full redemption, the 6.25% 2025 Notes are no longer listed on the NYSE.
(14) On
July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the $43.1 million in aggregate principal amount of
issued and outstanding 7.25% 2025 Notes and are no longer listed on the NYSE.
Note 15. Subsequent Events
The Company has evaluated subsequent events through
the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments
to the Company’s consolidated financial statements and disclosures in the consolidated financial statements except for the following:
On July 9, 2020, the Company entered into the Notes Purchase Agreement
(the “Notes Purchase Agreement”) governing the issuance of its 7.75% Notes due 2025 in the aggregate principal amount of $ 5.0
million to an institutional investor (the “Purchaser”) in a private placement. Pursuant to the terms of the Notes Purchase
Agreement, upon the mutual agreement of the Company and the Purchaser, the Company may issue additional notes with modified pricing terms,
in the aggregate, up to a maximum of $ 50.0 million in one or more private offerings. On January 28, 2021, the Company entered into the
First Supplemental Notes Purchase Agreement (the “First Supplemental Agreement”) governing the issuance of its 6.25% Notes
due 2027 in the aggregate principal amount of $ 10.0 million to the Purchaser in a private placement. On September 8, 2022, the Company
entered into the Second Supplemental Notes Purchase Agreement (the “Second Supplemental Agreement”) governing the issuance
of its 7.00% Notes due 2025 (the “7.00% 2025 Notes”) in the aggregate principal amount of $ 12.0 million to the Purchaser in
a private placement. In addition, pursuant to the Second Supplement Agreement, upon the mutual agreement of the Company and the Purchaser,
the Purchaser may purchase from the Company up to an additional $ 8.0 million in aggregate principal amount of the 7.00% 2025 Notes by
September 30, 2022, which did not occur. The 7.00% 2025 Notes were delivered and paid for on September 8, 2022. Upon the issuance of the
7.00% 2025 Notes, the outstanding aggregate principal amount of the Company’s unsecured notes held by the Purchaser under the Notes
Purchase Agreement, the First Supplemental Agreement and the Second Supplemental Agreement, collectively, is $ 27.0 million.
On September 29, 2022, the Company announced that it received notification
from the Small Business Administration (the “SBA”) that the Company’s application for a third Small Business Investment
Company (“SBIC”) license has been approved. The new SBIC license will provide up to $ 175 million in additional long-term capital
in the form of SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA. Under current SBIC regulations,
for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million with at least
$175.0 million in combined regulatory capital.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report
on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking
information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking
information due to the factors discussed under “Note about Forward-Looking Statements” and Part I, Item 1A. “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.
The forward-looking statements are based on our
beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These
beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are
within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from
those expressed in our forward-looking statements.
The forward-looking statements contained in this
Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:
● our future operating results and the continued impact of
coronavirus (“COVID-19”) pandemic thereon;
● the introduction, withdrawal, success and timing of business
initiatives and strategies;
● changes in political, economic or industry conditions, the interest rate environment or financial and
capital markets, which could result in changes in the value of our assets;
● the impact of geopolitical conditions, including the ongoing
conflict between Ukraine and Russia and its impact on financial market volatility, global economic markets, and various sectors, industries
and markets for commodities globally, such as oil and natural gas;
● the relative and absolute investment performance and operations
of our Manager;
● the impact of increased competition;
● our ability to turn potential investment opportunities into
transactions and thereafter into completed and successful investments;
● the unfavorable resolution of any future legal proceedings;
● our business prospects and the operational and financial performance of our portfolio companies, including
their ability to achieve our respective objectives as a result of the current COVID-19 pandemic and the effects of the disruptions caused
by the COVID-19 pandemic on our ability to continue to effectively manage our business;
● the impact of investments that we expect to make and future
acquisitions and divestitures;
● our contractual arrangements and relationships with third
parties;
● the dependence of our future success on the general economy and its impact on the industries in which we invest and the impact of
the COVID-19 pandemic thereon;
● the ability of our portfolio companies to achieve their objectives;
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● our expected financings and investments;
● our regulatory structure and tax treatment, including our ability to operate as a business development
company (“BDC”), or to operate our small business investment company (“SBIC”) subsidiaries, and to continue to
qualify to be taxed as a regulated investment company (“RIC”);
● the adequacy of our cash resources and working capital;
● the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon;
● the impact of interest rate volatility, including the decommissioning of LIBOR and the rising interest rate environment, on our results,
particularly because we use leverage as part of our investment strategy;
● the impact of supply chain constraints and labor difficulties
on our portfolio companies and the global economy;
● the elevated level of inflation, and its impact on our portfolio
companies and on the industries in which we invest;
● the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforceme
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