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 November 30,
2024
☐ 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
8.00% Notes due 2027 SAJ The New York Stock Exchange
8.125% Notes due 2027 SAY The New York Stock Exchange
8.50% Notes due 2027 SAZ 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 January
7, 2025 was 14,346,373 .
TABLE OF CONTENTS
Page
PART I.
FINANCIAL INFORMATION
1
Item 1.
Consolidated Financial Statements
1
Consolidated Statements of Assets and Liabilities as of November 30, 2024 (unaudited) and February 29, 2024
1
Consolidated Statements of Operations for the three and nine months ended November 30, 2024 (unaudited) and November 30, 2023 (unaudited)
2
Consolidated Statements of Changes in Net Assets for three and nine months ended November 30, 2024 (unaudited) and November 30, 2023 (unaudited)
3
Consolidated Statements of Cash Flows for the nine months ended November 30, 2024 (unaudited) and November 30, 2023 (unaudited)
4
Consolidated Schedules of Investments as of November 30, 2024 (unaudited) and February 29, 2024
5
Notes to Consolidated Financial Statements as of November 30, 2024 (unaudited)
28
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
108
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
149
Item 4.
Controls and Procedures
150
PART II.
OTHER INFORMATION
151
Item 1.
Legal Proceedings
151
Item 1A.
Risk Factors
151
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
152
Item 3.
Defaults Upon Senior Securities
152
Item 4.
Mine Safety Disclosures
152
Item 5.
Other Information
152
Item 6.
Exhibits
153
Signatures
155
i
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Saratoga Investment Corp.
Consolidated
Statements of Assets and Liabilities
November 30,
2024
February 29,
2024
(unaudited)
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $ 852,158,089 and $ 1,035,879,751 , respectively)
$ 875,707,680
$ 1,019,774,616
Affiliate investments (amortized cost of $ 37,627,241 and $ 26,707,415 , respectively)
39,803,456
27,749,137
Control investments (amortized cost of $ 77,556,847 and $ 117,196,571 , respectively)
44,582,096
91,270,036
Total investments at fair value (amortized cost of $ 967,342,177 and $ 1,179,783,737 , respectively)
960,093,232
1,138,793,789
Cash and cash equivalents
147,614,810
8,692,846
Cash and cash equivalents, reserve accounts
102,549,213
31,814,278
Interest receivable (net of reserve of $ 68,735 and $ 9,490,340 , respectively)
7,462,134
10,298,998
Management fee receivable
327,368
343,023
Other assets
1,871,192
1,163,225
Current income tax receivable
1,931
99,676
Total assets
$ 1,219,919,880
$ 1,191,205,835
LIABILITIES
Revolving credit facilities
$ 52,500,000
$ 35,000,000
Deferred debt financing costs, revolving credit facilities
( 1,467,001 )
( 882,122 )
SBA debentures payable
214,000,000
214,000,000
Deferred debt financing costs, SBA debentures payable
( 5,072,871 )
( 5,779,892 )
8.75% Notes Payable 2025
20,000,000
20,000,000
Discount on 8.75% notes payable 2025
( 35,045 )
( 112,894 )
Deferred debt financing costs, 8.75% notes payable 2025
( 1,460 )
( 4,777 )
7.00% Notes Payable 2025
12,000,000
12,000,000
Discount on 7.00 % notes payable 2025
( 100,675 )
( 193,175 )
Deferred debt financing costs, 7.00 % notes payable 2025
( 12,257 )
( 24,210 )
7.75% Notes Payable 2025
5,000,000
5,000,000
Deferred debt financing costs, 7.75 % notes payable 2025
( 33,209 )
( 74,531 )
4.375% Notes Payable 2026
175,000,000
175,000,000
Premium on 4.375 % notes payable 2026
363,367
564,260
Deferred debt financing costs, 4.375 % notes payable 2026
( 1,073,336 )
( 1,708,104 )
4.35% Notes Payable 2027
75,000,000
75,000,000
Discount on 4.35 % notes payable 2027
( 233,940 )
( 313,010 )
Deferred debt financing costs, 4.35 % notes payable 2027
( 773,704 )
( 1,033,178 )
6.25% Notes Payable 2027
15,000,000
15,000,000
Deferred debt financing costs, 6.25 % notes payable 2027
( 219,726 )
( 273,449 )
6.00% Notes Payable 2027
105,500,000
105,500,000
Discount on 6.00 % notes payable 2027
( 96,638 )
( 123,782 )
Deferred debt financing costs, 6.00 % notes payable 2027
( 1,696,769 )
( 2,224,403 )
8.00% Notes Payable 2027
46,000,000
46,000,000
Deferred debt financing costs, 8.00 % notes payable 2027
( 1,013,039 )
( 1,274,455 )
8.125% Notes Payable 2027
60,375,000
60,375,000
Deferred debt financing costs, 8.125 % notes payable 2027
( 1,256,679 )
( 1,563,594 )
8.50 % Notes Payable 2028
57,500,000
57,500,000
Deferred debt financing costs, 8.50% notes payable 2028
( 1,373,467 )
( 1,680,039 )
Base management and incentive fees payable
7,521,835
8,147,217
Deferred tax liability
4,581,381
3,791,150
Accounts payable and accrued expenses
2,500,210
1,337,542
Interest and debt fees payable
5,875,852
3,582,173
Due to Manager
796,396
450,000
Total liabilities
845,054,225
820,981,727
Commitments and contingencies (See Note 9)
NET ASSETS
Common stock, par value $ 0.001 , 100,000,000 common shares authorized, 13,909,206 and 13,653,476 common shares issued and outstanding, respectively
13,909
13,654
Capital in excess of par value
377,235,609
371,081,199
Total distributable deficit
( 2,383,863 )
( 870,745 )
Total net assets
374,865,655
370,224,108
Total liabilities and net assets
$ 1,219,919,880
$ 1,191,205,835
NET ASSET VALUE PER SHARE
$ 26.95
$ 27.12
See accompanying notes to consolidated financial
statements.
1
Saratoga Investment Corp.
Consolidated Statements of Operations
(unaudited)
For the three months ended
For the nine months ended
November 30,
2024
November 30,
2023
November 30,
2024
November 30,
2023
INVESTMENT INCOME
Interest from investments
Interest income:
Non-control/Non-affiliate investments
$ 28,301,622
$ 28,741,745
$ 95,247,113
$ 83,542,257
Affiliate investments
458,765
1,165,585
1,446,620
2,799,735
Control investments
1,220,769
2,183,242
4,465,137
6,314,550
Payment in kind interest income:
Non-control/Non-affiliate investments
355,161
88,106
2,073,035
706,339
Affiliate investments
424,357
221,348
915,807
644,484
Control investments
-
258,729
284,590
542,581
Total interest from investments
30,760,674
32,658,755
104,432,302
94,549,946
Interest from cash and cash equivalents
1,627,718
521,574
3,923,380
1,864,956
Management fee income
775,398
819,929
2,372,177
2,453,967
Dividend income(*):
Non-control/Non-affiliate investments
172,557
509,365
584,827
621,398
Control investments
948,102
1,319,219
3,160,742
4,679,699
Total dividend from investments
1,120,659
1,828,584
3,745,569
5,301,097
Structuring and advisory fee income
740,705
312,135
1,186,548
1,786,357
Other income
853,481
199,368
1,900,184
530,210
Total investment income
35,878,635
36,340,345
117,560,160
106,486,533
OPERATING EXPENSES
Interest and debt financing expenses
13,044,000
12,522,357
39,135,022
36,628,641
Base management fees
4,412,000
4,857,059
14,161,025
14,262,147
Incentive management fees expense (benefit)
3,109,834
2,243,621
11,244,838
4,828,442
Professional fees
670,376
434,552
1,795,572
1,407,275
Administrator expenses
1,250,000
1,075,000
3,458,333
2,797,917
Insurance
76,743
81,002
231,936
244,804
Directors fees and expenses
83,500
80,729
276,500
280,797
General and administrative
759,902
660,062
2,190,613
1,957,906
Income tax expense (benefit)
36,625
219,900
98,263
( 11,193 )
Total operating expenses
23,442,980
22,174,282
72,592,102
62,396,736
NET INVESTMENT INCOME
12,435,655
14,166,063
44,968,058
44,089,797
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investments:
Non-control/Non-affiliate investments
4,806,390
60,565
5,365,091
151,256
Control investments
638,355
-
( 54,564,070 )
-
Net realized gain (loss) from investments
5,444,745
60,565
( 49,198,979 )
151,256
Net change in unrealized appreciation (depreciation) on investments:
Non-control/Non-affiliate investments
( 7,026,951 )
( 1,948,502 )
39,654,726
( 15,334,087 )
Affiliate investments
179,825
( 1,084,259 )
1,134,493
( 1,289,895 )
Control investments
( 2,071,457 )
( 14,833,592 )
( 7,048,216 )
( 23,302,249 )
Net change in unrealized appreciation (depreciation) on investments
( 8,918,583 )
( 17,866,353 )
33,741,003
( 39,926,231 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 126,875 )
( 415,894 )
( 747,063 )
( 577,693 )
Net realized and unrealized gain (loss) on investments
( 3,600,713 )
( 18,221,682 )
( 16,205,039 )
( 40,352,668 )
Realized losses on extinguishment of debt
-
-
-
( 110,056 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 8,834,942
$ ( 4,055,619 )
$ 28,763,019
$ 3,627,073
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
$ 0.64
$ ( 0.31 )
$ 2.09
$ 0.29
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
13,789,951
13,052,896
13,733,008
12,355,815
* 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 nine months ended
November 30,
2024
November 30,
2023
INCREASE FROM OPERATIONS:
Net investment income
$ 44,968,058
$ 44,089,797
Net realized gain (loss) from investments
( 49,198,979 )
151,256
Realized losses on extinguishment of debt
-
( 110,056 )
Net change in unrealized appreciation (depreciation) on investments
33,741,003
( 39,926,231 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 747,063 )
( 577,693 )
Net increase in net assets resulting from operations
28,763,019
3,627,073
DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Total distributions to shareholders
( 30,276,137 )
( 25,832,379 )
Net decrease in net assets from shareholder distributions
( 30,276,137 )
( 25,832,379 )
CAPITAL SHARE TRANSACTIONS:
Proceeds from issuance of common stock (1)
2,777,426
31,510,617
Capital contribution from Manager
199,652
3,093,288
Stock dividend distribution
3,220,162
2,667,152
Repurchases of common stock
-
( 2,157,605 )
Repurchase fees
-
( 1,772 )
Offering costs
( 42,575 )
( 305,667 )
Net increase in net assets from capital share transactions
6,154,665
34,806,013
Total increase in net assets
4,641,547
12,600,707
Net assets at beginning of period
370,224,108
346,958,042
Net assets at end of period
$ 374,865,655
$ 359,558,749
(1) See Note 11 to the Consolidated Financial Statements contained
herein for more information on share issuance.
See accompanying notes to
consolidated financial statements.
3
Saratoga Investment Corp.
Consolidated Statements of Cash Flows
(unaudited)
For the nine months ended
November 30,
2024
November 30,
2023
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 28,763,019
$ 3,627,073
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Distributions from CLO, payment-in-kind and other
adjustments to cost
( 4,546,611 )
4,054,128
Net accretion of discount on investments
( 2,181,920 )
( 1,641,652 )
Amortization of deferred debt financing costs
3,781,712
3,909,127
Realized losses on extinguishment of debt
-
110,056
Income tax expense (benefit)
43,168
( 11,193 )
Net realized (gain) loss from investments
49,198,979
( 151,256 )
Net change in unrealized (appreciation) depreciation on investments
( 33,741,003 )
39,926,231
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
747,063
577,693
Proceeds from sales and repayments of investments
296,246,215
19,247,834
Purchases of investments
( 126,275,103 )
( 202,883,641 )
(Increase) decrease in operating assets:
Interest receivable
2,836,864
( 1,075,968 )
Management fee receivable
15,655
( 223 )
Other assets
( 707,967 )
( 401,046 )
Current income tax receivable
97,745
336,875
Increase (decrease) in operating liabilities:
Base management and incentive fees payable
( 625,382 )
( 3,975,165 )
Accounts payable and accrued expenses
1,162,668
621,900
Interest and debt fees payable
2,293,679
956,499
Directors fees payable
-
( 14,932 )
Due to Manager
346,396
239,065
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
217,455,177
( 136,548,595 )
Financing activities
Borrowings on debt
30,000,000
62,500,000
Paydowns on debt
( 12,500,000 )
( 57,000,000 )
Issuance of notes
-
77,500,000
Payments of deferred debt financing costs
( 1,176,806 )
( 4,474,813 )
Proceeds from issuance of common stock
2,777,426
31,510,617
Capital contribution from Manager
199,652
3,093,288
Payments of cash dividends
( 27,055,975 )
( 23,165,227 )
Repurchases of common stock
-
( 2,157,605 )
Repurchases fees
-
( 1,772 )
Payments of offering costs
( 42,575 )
( 305,667 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
( 7,798,278 )
87,498,821
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS
209,656,899
( 49,049,774 )
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD
40,507,124
96,076,273
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD (See note 2)
$ 250,164,023
$ 47,026,499
Supplemental information:
Interest paid during the period
$ 33,059,630
$ 31,763,015
Cash paid for taxes
617,665
654,930
Supplemental non-cash information:
Payment-in-kind interest income and other adjustments to cost
9,920,201
( 4,054,128 )
Net accretion of discount on investments
2,181,920
1,641,652
Amortization of deferred debt financing costs
3,781,712
3,909,127
Stock dividend distribution
3,220,162
2,667,152
See accompanying notes to consolidated financial statements.
4
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(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 - 234.0% (b)
Altvia MidCo, LLC. Alternative Investment Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 12.97 % Cash, 7/18/2027 7/18/2022 $ 8,857,800 $ 8,790,649 $ 8,867,544 2.4 %
Altvia MidCo, LLC. (h) Alternative Investment Management Software Series A-1 Preferred Shares 7/18/2022 2,000,000 2,000,000 2,718,029 0.7 %
Total Alternative Investment Management Software 10,790,649 11,585,573 3.1 %
BQE Software, Inc. (d) Architecture & Engineering Software First Lien Term Loan
(3M USD TERM SOFR+ 6.75 %), 11.22 % Cash, 4/13/2028 4/13/2023 $ 24,500,000 24,307,518 24,990,000 6.7 %
BQE Software, Inc. (j) Architecture & Engineering Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.75 %), 11.22 % Cash, 4/13/2028 4/13/2023 $ 750,000 745,836 765,000 0.2 %
Total Architecture & Engineering Software 25,053,354 25,755,000 6.9 %
GrowthZone, LLC Association Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.25 %), 12.72 % Cash, 5/10/2028 5/10/2023 $ 23,395,388 23,085,098 23,984,952 6.4 %
Golden TopCo LP (h) Association Management Software Class A-2 Common Units 5/10/2023 1,072,394 1,072,394 1,380,841 0.4 %
Total Association Management Software 24,157,492 25,365,793 6.8 %
Artemis Wax Corp. (d)(j) Consumer Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 7.50 %), 12.03 % Cash, 5/20/2026 5/20/2021 $ 57,500,000 57,301,213 56,850,250 15.2 %
Artemis Wax Corp. (h) Consumer Services Series B-1 Preferred Stock 5/20/2021 934,463 1,500,000 615,929 0.2 %
Artemis Wax Corp. (h) Consumer Services Series D Preferred Stock 12/22/2022 331,640 1,711,866 2,087,850 0.6 %
Total Consumer Services 60,513,079 59,554,029 16.0 %
Schoox, Inc. (h), (i) Corporate Education Software Series 1 Membership Interest 12/8/2020 1,050 475,698 4,624,002 1.2 %
Total Corporate Education Software 475,698 4,624,002 1.2 %
GreyHeller LLC (h) Cyber Security Common Stock 11/10/2021 7,857,689 1,906,275 3,437,554 0.9 %
Total Cyber Security 1,906,275 3,437,554 0.9 %
5
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Gen4 Dental Partners Holdings, LLC Dental Practice Management First Lien Term Loan
(6M USD TERM SOFR+ 5.50 %), 9.88 % Cash, 5/13/2030 5/13/2024 $ 7,125,000 7,056,826 7,073,700 1.9 %
Gen4 Dental Partners Holdings, LLC (j) Dental Practice Management Delayed Draw Term Loan
(6M USD TERM SOFR+ 5.50 %), 9.88 % Cash, 5/13/2030 5/13/2024 $ - - - 0.0 %
Gen4 Dental Partners Holdings, LLC (j) Dental Practice Management Revolving Credit Facility
(6M USD TERM SOFR+ 5.50 %), 9.88 % Cash, 5/13/2030 5/13/2024 $ - - - 0.0 %
Gen4 Dental Partners Holdings, LLC (h)(i) Dental Practice Management Series A Preferred Units 2/8/2023 493,999 1,027,519 1,002,818 0.3 %
Modis Dental Partners OpCo, LLC Dental Practice Management First Lien Term Loan
(1M USD TERM SOFR+ 9.43 %), 13.96 % Cash, 4/18/2028 4/18/2023 $ 7,000,000 6,918,971 7,140,000 1.9 %
Modis Dental Partners OpCo, LLC (j) Dental Practice Management Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.43 %), 13.96 % Cash, 4/18/2028 4/18/2023 $ 8,600,000 8,490,633 8,772,000 2.3 %
Modis Dental Partners OpCo, LLC (h) Dental Practice Management Class A Preferred Units 4/18/2023 2,950,000 2,950,000 2,639,985 0.7 %
New England Dental Partners Dental Practice Management First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 12.62 % Cash, 11/25/2025 11/25/2020 $ 6,555,000 6,538,499 6,625,794 1.8 %
New England Dental Partners Dental Practice Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.00 %), 12.62 % Cash, 11/25/2025 11/25/2020 $ 2,150,000 2,147,430 2,173,220 0.6 %
Total Dental Practice Management 35,129,878 35,427,517 9.5 %
Exigo, LLC (d) Direct Selling Software First Lien Term Loan
(1M USD TERM SOFR+ 6.25 %), 10.88 % Cash, 3/16/2027 3/16/2022 $ 24,127,538 24,010,777 23,343,393 6.2 %
Exigo, LLC (j) Direct Selling Software Revolving Credit Facility
(1M USD TERM SOFR+ 6.25 %), 10.88 % Cash, 3/16/2027 3/16/2022 $ - - ( 20,313 ) 0.0 %
Exigo, LLC (h), (i) Direct Selling Software Common Units 3/16/2022 1,041,667 1,041,667 747,131 0.2 %
Total Direct Selling Software 25,052,444 24,070,211 6.4 %
C2 Educational Systems, Inc. (d) Education Services First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 12.97 % Cash, 5/31/2025 5/31/2017 $ 23,000,000 22,984,603 22,981,600 6.1 %
C2 Educational Systems, Inc. (j) Education Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 12.97 % Cash, 5/31/2025 4/28/2023 $ - - - 0.0 %
C2 Education Systems, Inc. (h) Education Services Series A-1 Preferred Stock 5/18/2021 3,127 499,904 598,074 0.2 %
Total Education Services 23,484,507 23,579,674 6.3 %
6
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Modern Campus (fka Destiny Solutions Inc.) (h)(i) Education Software Limited Partner Interests 5/16/2018 3,068 3,969,291 11,292,087 3.0 %
GoReact Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.17 % Cash/ 1.00 % PIK, 1/17/2025 1/17/2020 $ 8,142,981 8,139,422 8,142,981 2.2 %
GoReact (j) Education Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.17 % Cash/ 1.00 % PIK, 1/17/2025 1/18/2022 $ - - - 0.0 %
Identity Automation Systems (h) Education Software Common Stock Class A-2 Units 8/25/2014 232,616 232,616 1,178,242 0.3 %
Identity Automation Systems (h) Education Software Common Stock Class A-1 Units 3/6/2020 43,715 171,571 322,576 0.1 %
Ready Education (d) Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.47 % Cash, 8/5/2027 8/5/2022 $ 27,000,000 26,827,805 26,878,500 7.2 %
Total Education Software 39,340,705 47,814,386 12.8 %
TG Pressure Washing Holdings, LLC (h) Facilities Maintenance Preferred Equity 8/12/2019 488,148 488,148 - 0.0 %
Total Facilities Maintenance 488,148 - 0.0 %
Davisware, LLC Field Service Management First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.97 % Cash, 11/30/2025 9/6/2019 $ 6,000,000 6,000,000 6,001,800 1.6 %
Davisware, LLC (j) Field Service Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.97 % Cash, 11/30/2025 9/6/2019 $ 5,477,790 5,477,790 5,479,433 1.5 %
Total Field Service Management 11,477,790 11,481,233 3.1 %
GDS Software Holdings, LLC Financial Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.47 % Cash, 12/30/2026 12/30/2021 $ 22,713,926 22,640,119 22,691,212 6.1 %
GDS Software Holdings, LLC (d) Financial Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.47 % Cash, 12/30/2026 12/30/2021 $ 3,286,074 3,265,729 3,282,788 0.9 %
GDS Software Holdings, LLC (h) Financial Services Common Stock Class A Units 8/23/2018 250,000 250,000 440,785 0.1 %
Total Financial Services 26,155,848 26,414,785 7.1 %
Ascend Software, LLC Financial Services Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.23 % Cash, 12/15/2026 12/15/2021 $ 6,000,000 5,970,627 5,977,200 1.6 %
Ascend Software, LLC (j) Financial Services Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.23 % Cash, 12/15/2026 12/15/2021 $ 4,050,000 4,035,166 4,034,610 1.1 %
Total Financial Services Software 10,005,793 10,011,810 2.7 %
7
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Inspect Point Holdings, LLC Fire Inspection Business Software First Lien Term Loan
(1M USD TERM SOFR+ 6.50 %), 11.03 % Cash, 07/19/2028 7/19/2023 $ 10,000,000 9,918,672 10,150,000 2.7 %
Inspect Point Holdings, LLC (j) Fire Inspection Business Software Delayed Draw Term Loan
(1M USD TERM SOFR+ 6.50 %), 11.03 % Cash, 07/19/2028 7/19/2023 $ - - - 0.0 %
Total Fire Inspection Business Software 9,918,672 10,150,000 2.7 %
Stretch Zone Franchising, LLC (d) Health/Fitness Franchisor First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.47 % Cash, 3/31/2028 3/31/2023 $ 28,717,271 28,496,472 28,430,099 7.6 %
Stretch Zone Franchising, LLC (j) Health/Fitness Franchisor Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.47 % Cash, 3/31/2028 3/31/2023 $ - - - 0.0 %
Stretch Zone Franchising, LLC (h) Health/Fitness Franchisor Class A Units 3/31/2023 20,000 2,000,000 1,579,066 0.4 %
Total Health/Fitness Franchisor 30,496,472 30,009,165 8.0 %
Alpha Aesthetics Partners OpCo, LLC Healthcare Services First Lien Term Loan
(1M USD TERM SOFR+ 9.93 %), 14.46 % Cash, 3/20/2028 3/20/2023 $ 3,900,000 3,854,880 3,978,000 1.2 %
Alpha Aesthetics Partners OpCo, LLC (j) Healthcare Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.93 %), 14.46 % Cash, 3/20/2028 3/20/2023 $ 11,447,385 11,305,102 11,676,333 3.1 %
Alpha Aesthetics Partners OpCo, LLC (h) Healthcare Services Class A Preferred Units 3/20/2023 3,675,000 3,675,000 3,624,323 1.0 %
Axiom Medical Consulting, LLC Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.47 % Cash, 9/11/2028 9/11/2023 $ 10,000,000 9,928,579 10,082,000 2.7 %
Axiom Medical Consulting, LLC (j) Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.47 % Cash, 9/11/2028 9/11/2023 $ - - - 0.0 %
Axiom Parent Holdings, LLC (h) Healthcare Services Class A Preferred Units 6/19/2018 400,000 258,389 628,910 0.2 %
ComForCare Health Care (d) Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.25 %), 10.72 % Cash, 12/31/2027 1/31/2017 $ 55,000,000 54,735,947 55,220,000 14.7 %
Total Healthcare Services 83,757,897 85,209,566 22.9 %
8
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
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 TERM SOFR+ 6.50 %), 10.97 % Cash, 5/12/2026 11/12/2020 $ 35,125,000 35,010,241 35,125,000 9.4 %
Procurement Partners, LLC Healthcare Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.97 % Cash, 5/12/2026 11/12/2020 $ 10,300,000 10,277,796 10,300,000 2.7 %
Procurement Partners Holdings LLC (h) Healthcare Software Class A Units 11/12/2020 571,219 571,219 409,679 0.1 %
Procurement Partners Holdings LLC (h) Healthcare Software Class AA Units 11/12/2020 220,385 30,994 108,206 0.0 %
Total Healthcare Software 45,890,250 45,942,885 12.2 %
Roscoe Medical, Inc. (h) Healthcare Supply Common Stock 3/26/2014 5,081 508,077 - 0.0 %
Total Healthcare Supply 508,077 - 0.0 %
Granite Comfort, LP (d) HVAC Services and Sales First Lien Term Loan
(3M USD TERM SOFR+ 7.41 %), 11.88 % Cash, 5/16/2027 11/16/2020 $ 43,000,000 42,821,673 42,389,400 11.3 %
Granite Comfort, LP (j)(d) HVAC Services and Sales Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.41 %), 11.88 % Cash, 5/16/2027 11/16/2020 $ 16,207,805 16,086,197 15,977,654 4.3 %
Total HVAC Services and Sales 58,907,870 58,367,054 15.6 %
Vector Controls Holding Co., LLC (h) Industrial Products Warrants to Purchase Limited Liability Company Interests, Expires 3/6/2025 5/31/2015 343 - 8,726,466 2.3 %
Total Industrial Products - 8,726,466 2.3 %
AgencyBloc, LLC Insurance Software First Lien Term Loan
(1M USD TERM SOFR+ 7.76 %), 12.29 % Cash, 10/1/2026 10/1/2021 $ 15,675,341 15,600,419 15,692,584 4.2 %
Panther ParentCo LLC (h) Insurance Software Class A Units 10/1/2021 2,500,000 2,500,000 4,692,238 1.3 %
Total Insurance Software 18,100,419 20,384,822 5.5 %
9
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Avantra (Maple Holdings Midco Limited) IT Services First Lien Term Loan
(3M USD TERM SOFR+ 7.97 %), 12.44 % Cash, 9/20/2029 9/19/2024 $ 17,000,000 16,816,077 16,809,600 4.5 %
Maple Holdings Midco Limited (h) IT Services Class A Common Units 9/19/2024 2,000,000 2,000,000 2,000,000 0.5 %
Total IT Services 18,816,077 18,809,600 5.0 %
ActiveProspect, Inc. (d) Lead Management Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.67 % Cash, 8/8/2027 8/8/2022 $ 11,525,624 11,462,397 11,640,880 3.1 %
ActiveProspect, Inc. (j) Lead Management Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.67 % Cash, 8/8/2027 8/8/2022 $ - - - 0.0 %
Total Lead Management Software 11,462,397 11,640,880 3.1 %
Madison Logic, Inc. (d)(m) Marketing Orchestration Software First Lien Term Loan
(1M USD TERM SOFR+ 7.50 %), 12.03 % Cash, 12/30/2028 12/30/2022 $ 18,775,160 18,565,083 18,433,452 4.9 %
Total Marketing Orchestration Software 18,565,083 18,433,452 4.9 %
ARC Health OpCo LLC (d) Mental Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 8.40 %), 12.86 % Cash, 8/5/2027 8/5/2022 $ 6,500,000 6,448,840 6,193,200 1.7 %
ARC Health OpCo LLC (d) Mental Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.40 %), 12.86 % Cash, 8/5/2027 8/5/2022 $ 26,914,577 26,905,399 25,644,209 6.8 %
ARC Health OpCo LLC (h) Mental Healthcare Services Class A Preferred Units 8/5/2022 3,818,400 4,169,599 610,944 0.2 %
Total Mental Healthcare Services 37,523,838 32,448,353 8.7 %
Chronus LLC Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 5.25 %), 9.87 % Cash, 8/26/2026 8/26/2021 $ 15,000,000 14,934,015 14,869,500 4.0 %
Chronus LLC (d) Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.62 % Cash, 8/26/2026 8/26/2021 $ 5,000,000 4,970,378 4,956,500 1.3 %
Chronus LLC (h) Mentoring Software Series A Preferred Stock 8/26/2021 3,000 3,000,000 2,070,892 0.6 %
Total Mentoring Software 22,904,393 21,896,892 5.9 %
10
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Cloudpermit Intermediate Holding Company Municipal Government Software First Lien Term Loan
(3M USD TERM SOFR+ 5.75 %), 10.22 % Cash, 9/5/2029 9/5/2024 $ 28,000,000 27,730,175 27,720,000 7.4 %
Cloudpermit Intermediate Holding Company (j) Municipal Government Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.75 %), 10.22 % Cash, 9/5/2029 9/5/2024 $ - - - 0.0 %
Cloudpermit Intermediate Holding Company (h) Municipal Government Software Limited Partner Interests 9/5/2024 2,000 2,000,000 2,000,000 0.5 %
Total Municipal Government Software 29,730,175 29,720,000 7.9 %
Omatic Software, LLC (d) Non-profit Services First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 12.73 % Cash/ 1.00 % PIK, 6/30/2025 5/29/2018 $ 16,381,249 16,366,585 16,428,755 4.4 %
Total Non-profit Services 16,366,585 16,428,755 4.4 %
Emily Street Enterprises, L.L.C. (d) Office Supplies Senior Secured Note
(3M USD TERM SOFR+ 6.25 %), 11.00 % Cash, 12/31/2027 12/28/2012 $ 4,000,000 3,995,859 4,018,000 1.1 %
Emily Street Enterprises, L.L.C. (h) Office Supplies Warrant Membership Interests,
Expires 12/31/2027 12/28/2012 49,318 400,000 1,428,364 0.4 %
Total Office Supplies 4,395,859 5,446,364 1.5 %
Buildout, Inc. (d) Real Estate Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.57 % Cash, 7/9/2025 7/9/2020 $ 14,000,000 13,973,317 13,588,400 3.6 %
Buildout, Inc. Real Estate Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.57 % Cash, 7/9/2025 2/12/2021 $ 38,500,000 38,417,815 37,368,100 10.0 %
Buildout, Inc. (h)(i) Real Estate Services Limited Partner Interests 7/9/2020 1,250 1,372,557 846,303 0.2 %
Total Real Estate Services 53,763,689 51,802,803 13.8 %
Wellspring Worldwide Inc. Research Software First Lien Term Loan
(3M USD TERM SOFR+ 8.42 %), 12.89 % Cash, 12/22/2028 6/27/2022 $ 9,552,000 9,481,207 9,552,000 2.5 %
Wellspring Worldwide Inc. Research Software Delayed DrawTerm Loan
(3M USD TERM SOFR+ 8.42 %), 12.89 % Cash, 12/22/2028 6/27/2022 $ 14,400,000 14,246,419 14,400,000 3.8 %
Archimedes Parent LLC (h) Research Software Class A Common Units 6/27/2022 2,475,160 2,475,160 2,421,510 0.6 %
Total Research Software 26,202,786 26,373,510 6.9 %
11
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
LFR Chicken LLC Restaurant First Lien Term Loan
(1M USD TERM SOFR+ 7.00 %), 11.53 % Cash, 11/19/2026 11/19/2021 $ 12,000,000 11,945,149 12,000,000 3.2 %
LFR Chicken LLC (j) Restaurant Delayed Draw Term Loan
(1M USD TERM SOFR+ 7.00 %), 11.53 % Cash, 11/19/2026 11/19/2021 $ 18,000,000 17,855,726 18,000,000 4.8 %
LFR Chicken LLC (h) Restaurant Series B Preferred Units 11/19/2021 497,183 1,000,000 1,534,323 0.4 %
Total Restaurant 30,800,875 31,534,323 8.4 %
Avionte Holdings, LLC (h) Staffing Services Class A Units 1/8/2014 100,000 100,000 3,136,598 0.8 %
Total Staffing Services 100,000 3,136,598 0.8 %
JDXpert Talent Acquisition Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.23 % Cash, 5/2/2027 5/2/2022 $ 6,000,000 5,963,746 6,060,000 1.6 %
JDXpert Talent Acquisition Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.23 % Cash, 5/2/2027 5/2/2022 $ 1,000,000 992,919 1,010,000 0.3 %
JDXpert (j) Talent Acquisition Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.23 % Cash, 5/2/2027 3/31/2023 $ 500,000 495,614 505,000 0.1 %
Jobvite, Inc. (d) Talent Acquisition Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 11.97 % Cash, 8/5/2028 8/5/2022 $ 20,000,000 19,893,434 19,878,000 5.3 %
Total Talent Acquisition Software 27,345,713 27,453,000 7.3 %
VetnCare MSO, LLC (j) Veterinary Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.75 %), 10.22 % Cash, 5/12/2028 5/12/2023 $ 12,680,505 12,569,302 12,671,625 3.4 %
Total Veterinary Services 12,569,302 12,671,625 3.4 %
Sub Total Non-control/Non-affiliate investments 852,158,089 875,707,680 234.0 %
12
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Affiliate investments - 10.5% (b)
ETU Holdings, Inc. (f) Corporate Education Software First Lien Term Loan
(3M USD TERM SOFR+ 9.00 %), 13.62 % Cash, 8/18/2027 8/18/2022 $ 7,000,000 6,954,826 6,977,600 1.9 %
ETU Holdings, Inc. (f) Corporate Education Software Second Lien Term Loan
15.00 % PIK, 2/18/2028 8/18/2022 $ 6,862,855 6,826,569 6,140,197 1.6 %
ETU Holdings, Inc. (f)(h) Corporate Education Software Series A Preferred Units 8/18/2022 3,000,000 3,000,000 - 0.0 %
Total Corporate Education Software 16,781,395 13,117,797 3.5 %
Axero Holdings, LLC (f) Employee Collaboration Software First Lien Term Loan
4.50 % Cash, (3M USD TERM SOFR + 2.50 %) PIK, 12/31/2027 6/30/2021 $ 15,653,168 15,629,225 15,653,168 4.2 %
Axero Holdings, LLC (f) Employee Collaboration Software Delayed Draw Term Loan
4.50 % Cash, (3M USD TERM SOFR + 2.50 %) PIK, 12/31/2027 6/30/2021 $ 1,110,870 1,105,403 1,110,870 0.3 %
Axero Holdings, LLC (f)(j) Employee Collaboration Software Revolving Credit Facility
4.50 % Cash, (3M USD TERM SOFR + 2.50 %) PIK, 12/31/2027 2/3/2022 $ - - - 0.0 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series A Preferred Units 6/30/2021 2,055,609 2,055,609 3,403,000 0.9 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series B Preferred Units 6/30/2021 2,055,609 2,055,609 6,518,621 1.6 %
Total Employee Collaboration Software 20,845,846 26,685,659 7.0 %
Sub Total Affiliate investments 37,627,241 39,803,456 10.5 %
13
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Control investments - 12.0% (b)
Zollege PBC (k)(g) Education Services First Lien Term Loan
4.84 % PIK, 8/9/2027 5/11/2021 $ 1,461,250 1,461,250 1,103,390 0.3 %
Zollege PBC (h)(g) Education Services Common Stock 5/11/2021 7,731,294 558,799 3,101,000 0.8 %
Total Education Services 2,020,049 4,204,390 1.1 %
Pepper Palace, Inc. (k)(g) Specialty Food Retailer First Lien Term Loan
4.42 % PIK, 12/31/2028 6/30/2021 $ 2,400,000 2,400,000 1,349,520 0.4 %
Pepper Palace, Inc. (j)(k)(g) Specialty Food Retailer Delayed Draw Term Loan
4.42 % PIK, 12/31/2028 6/30/2021 $ - - - 0.0 %
Pepper Palace, Inc. (j)(k)(g) Specialty Food Retailer Revolving Credit Facility
4.42 % PIK, 12/31/2028 6/30/2021 $ 400,000 400,000 224,920 0.1 %
Pepper Palace, Inc. (h)(g) Specialty Food Retailer Class A Units 6/30/2021 100,000 138,561 - 0.0 %
Total Specialty Food Retailer 2,938,561 1,574,440 0.5 %
Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) Structured Finance Securities Other/Structured Finance Securities
0.00 %, 4/20/2033 1/22/2008 $ 111,000,000 16,628,297 1,269,512 0.3 %
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 10.00 %), 14.73 %, 4/20/2033 8/9/2021 $ 9,375,000 9,375,000 4,332,188 1.2 %
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 8.55 %), 13.02 %, 10/20/2033 10/28/2022 $ 12,250,000 11,392,500 12,250,000 3.3 %
Total Structured Finance Securities 37,395,797 17,851,700 4.8 %
Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) Investment Fund Unsecured Loan
10.00 %, 10/20/2033 12/17/2021 $ 17,618,954 17,618,954 16,198,866 4.3 %
Saratoga Senior Loan Fund I JV, LLC (a)(g) Investment Fund Membership Interest 12/17/2021 17,583,486 17,583,486 4,752,700 1.3 %
Total Investment Fund 35,202,440 20,951,566 5.6 %
Sub Total Control investments 77,556,847 44,582,096 12.0 %
TOTAL INVESTMENTS - 256.5% (b) $ 967,342,177 $ 960,093,232 256.5 %
Number
of Shares
Cost
Fair
Value
% of
Net Assets
Cash and cash equivalents
and cash and cash equivalents, reserve accounts - 66.7% (b)
U.S.
Bank Money Market (l)
250,164,023
$ 250,164,023
$ 250,164,023
66.7 %
Total
cash and cash equivalents and cash and cash equivalents, reserve accounts
250,164,023
$ 250,164,023
$ 250,164,023
66.7 %
(1) Securities are exempt from registration under Rule 144A of the
Securities Act of 1933, as amended, and are restricted securities. Money market funds are valued at net asset value and are considered
level 1 investments within the fair value hierarchy.
(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 November 30, 2024, non-qualifying assets
represent 4.0% 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 $374,865,655 as of November
30, 2024.
14
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 2024
(unaudited)
(c) Because there is no “readily available market quotations”
(as defined in the 1940 Act) 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 the Company’s 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 0.00% 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 nine months ended November 30, 2024 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)
Axero Holdings, LLC
$ 10,000
$ -
$ 835,832
$ -
$ -
$ 2,363,153
ETU Holdings, Inc.
-
-
1,526,595
-
-
( 1,228,660 )
Total
$ 10,000
$ -
$ 2,362,427
$ -
$ -
$ 1,134,493
(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 nine months ended
November 30, 2024 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
Total
Dividends
from
Investments
Management
Fee Income
Net Realized
Gain (Loss)
from
Investments
Net Change
in Unrealized
Appreciation
(Depreciation)
Netreo Holdings, LLC
$ -
$ 2,260,337
$ 921,530
$ -
$ -
$ ( 5,445,808 )
$ 3,802,854
Pepper Palace, Inc.
1,050,000
-
1,338
-
-
( 34,007,427 )
( 1,364,121 )
Zollege PBC
200,000
209,460
110,862
-
-
( 15,110,835 )
2,184,341
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
-
-
2,372,177
-
( 2,857,525 )
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note
-
-
1,287,028
-
-
-
-
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note
-
-
1,107,547
-
-
-
( 4,543,039 )
Saratoga Senior Loan Fund I JV, LLC
-
-
1,321,422
-
-
-
380,569
Saratoga Senior Loan Fund I JV, LLC
-
-
-
3,160,742
-
-
( 4,651,295 )
Total
$ 1,250,000
$ 2,469,797
$ 4,749,727
$ 3,160,742
$ 2,372,177
$ ( 54,564,070 )
$ ( 7,048,216 )
(h) Non-income producing at November 30, 2024.
(i) Includes securities issued by an affiliate of the company.
(j) All or a portion of this investment has an unfunded commitment
as of November 30, 2024. (See Note 9 to the consolidated financial statements).
(k) As of November 30, 2024, the investment was on non-accrual status.
The fair value of these investments was approximately $2.7 million, which represented 0.3% 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 November 30, 2024.
(m) This investment elected to PIK 20% of accrued interest, with 80% of accrued interest payable in cash.
SOFR - Secured Overnight Financing Rate
1M USD TERM SOFR - The 1 month USD TERM SOFR rate
as of November 30, 2024 was 4.53%.
3M USD TERM SOFR - The 3 month USD TERM SOFR rate
as of November 30, 2024 was 4.47%.
6M USD TERM SOFR - The 6 month USD TERM SOFR rate
as of November 30, 2024 was 4.38%.
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
See accompanying notes to consolidated financial
statements.
15
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
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 - 276.5% (b)
Altvia MidCo, LLC. Alternative Investment Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 7/18/2027 7/18/2022 $ 7,900,000 $ 7,840,328 $ 7,884,990 2.1 %
Altvia MidCo, LLC. (h) Alternative Investment Management Software Series A-1 Preferred Shares 7/18/2022 2,000,000 2,000,000 2,894,346 0.8 %
Total Alternative Investment Management Software 9,840,328 10,779,336 2.9 %
BQE Software, Inc. Architecture & Engineering Software First Lien Term Loan
(3M USD TERM SOFR+ 6.75 %), 12.08 % Cash, 4/13/2028 4/13/2023 $ 24,500,000 24,285,669 24,497,550 6.6 %
BQE Software, Inc. (j) Architecture & Engineering Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.75 %), 12.08 % Cash, 4/13/2028 4/13/2023 $ 750,000 743,481 749,925 0.2 %
Total Architecture & Engineering Software 25,029,150 25,247,475 6.8 %
GrowthZone, LLC Association Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.25 %), 13.58 % Cash, 5/10/2028 5/10/2023 $ 22,649,425 22,292,083 22,934,808 6.2 %
Golden TopCo LP (h) Association Management Software Class A-2 Common Units 5/10/2023 1,072,394 1,072,394 1,154,132 0.3 %
Total Association Management Software 23,364,477 24,088,940 6.5 %
Artemis Wax Corp. (d)(j) Consumer Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 6.75 %), 12.07 % Cash, 5/20/2026 5/20/2021 $ 57,500,000 57,208,255 58,149,750 15.7 %
Artemis Wax Corp. (h) Consumer Services Series B-1 Preferred Stock 5/20/2021 934,463 1,500,000 4,822,941 1.3 %
Artemis Wax Corp. (h) Consumer Services Series D Preferred Stock 12/22/2022 278,769 1,500,000 1,716,380 0.5 %
Total Consumer Services 60,208,255 64,689,071 17.5 %
Schoox, Inc. (h), (i) Corporate Education Software Series 1 Membership Interest 12/8/2020 1,050 475,698 4,426,630 1.2 %
Total Corporate Education Software 475,698 4,426,630 1.2 %
GreyHeller LLC (h) Cyber Security Common Stock 11/10/2021 7,857,689 1,906,275 2,826,009 0.8 %
Total Cyber Security 1,906,275 2,826,009 0.8 %
16
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Gen4 Dental Partners Holdings, LLC Dental Practice Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 10.22 %), 15.55 % Cash, 4/29/2026 2/8/2023 $ 11,000,000 10,979,958 11,110,000 3.0 %
Gen4 Dental Partners Holdings, LLC (h)(i) Dental Practice Management Series A Preferred Units 2/8/2023 493,999 1,027,519 1,111,499 0.3 %
Modis Dental Partners OpCo, LLC Dental Practice Management First Lien Term Loan
(1M USD TERM SOFR+ 9.48 %), 14.80 % Cash, 4/18/2028 4/18/2023 $ 7,000,000 6,906,453 7,113,400 1.9 %
Modis Dental Partners OpCo, LLC Dental Practice Management Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.48 %), 14.80 % Cash, 4/18/2028 4/18/2023 $ 7,500,000 7,392,367 7,621,500 2.1 %
Modis Dental Partners OpCo, LLC (h) Dental Practice Management Class A Preferred Units 4/18/2023 2,950,000 2,950,000 2,682,996 0.7 %
New England Dental Partners Dental Practice Management First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 11/25/2025 11/25/2020 $ 6,555,000 6,526,643 6,198,408 1.7 %
New England Dental Partners Dental Practice Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 11/25/2025 11/25/2020 $ 4,650,000 4,635,903 4,397,040 1.2 %
Total Dental Practice Management 40,418,843 40,234,843 10.9 %
Exigo, LLC (d) Direct Selling Software First Lien Term Loan
(1M USD TERM SOFR+ 5.75 %), 11.17 % Cash, 3/16/2027 3/16/2022 $ 24,313,135 24,167,354 23,165,555 6.3 %
Exigo, LLC (j) Direct Selling Software Revolving Credit Facility
(1M USD TERM SOFR+ 5.75 %), 11.17 % Cash, 3/16/2027 3/16/2022 $ - - ( 49,167 ) 0.0 %
Exigo, LLC (h), (i) Direct Selling Software Common Units 3/16/2022 1,041,667 1,041,667 957,067 0.3 %
Total Direct Selling Software 25,209,021 24,073,455 6.6 %
17
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
C2 Educational Systems, Inc. (d) Education Services First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 5/31/2025 5/31/2017 $ 21,500,000 21,478,821 21,459,150 5.8 %
C2 Educational Systems, Inc. (j) Education Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 5/31/2025 4/28/2023 $ - - - 0.0 %
C2 Education Systems, Inc. (h) Education Services Series A-1 Preferred Stock 5/18/2021 3,127 499,904 576,118 0.2 %
Zollege PBC (k) Education Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 16,409,153 16,340,466 3,493,509 0.9 %
Zollege PBC (j)(k) Education Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 1,364,109 1,358,200 290,419 0.1 %
Zollege PBC (h) Education Services Class A Units 5/11/2021 250,000 250,000 - 0.0 %
Total Education Services 39,927,391 25,819,196 7.0 %
Destiny Solutions Inc. (h)(i) Education Software Limited Partner Interests 5/16/2018 3,068 3,969,291 9,894,736 2.7 %
GoReact Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.03 % Cash/ 1.00 % PIK, 1/17/2025 1/17/2020 $ 8,087,775 8,060,498 8,087,775 2.2 %
GoReact (j) Education Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.03 % Cash/ 1.00 % PIK, 1/17/2025 1/18/2022 $ - - - 0.0 %
Identity Automation Systems (h) Education Software Common Stock Class A-2 Units 8/25/2014 232,616 232,616 569,355 0.2 %
Identity Automation Systems (h) Education Software Common Stock Class A-1 Units 3/6/2020 43,715 171,571 235,296 0.1 %
Ready Education Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 8/5/2027 8/5/2022 $ 27,000,000 26,797,063 26,792,100 7.2 %
Total Education Software 39,231,039 45,579,262 12.4 %
TG Pressure Washing Holdings, LLC (h) Facilities Maintenance Preferred Equity 8/12/2019 488,148 488,148 231,181 0.1 %
Total Facilities Maintenance 488,148 231,181 0.1 %
Davisware, LLC Field Service Management First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 7/31/2024 9/6/2019 $ 6,000,000 5,991,382 5,989,200 1.6 %
Davisware, LLC (j) Field Service Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 7/31/2024 9/6/2019 $ 4,727,790 4,714,256 4,719,280 1.3 %
Total Field Service Management 10,705,638 10,708,480 2.9 %
GDS Software Holdings, LLC Financial Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2026 12/30/2021 $ 22,713,926 22,624,322 22,545,843 6.1 %
GDS Software Holdings, LLC Financial Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2026 12/30/2021 $ 3,286,074 3,262,111 3,261,757 0.9 %
GDS Software Holdings, LLC (h) Financial Services Common Stock Class A Units 8/23/2018 250,000 250,000 468,204 0.1 %
Total Financial Services 26,136,433 26,275,804 7.1 %
18
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
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 TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 6,000,000 5,961,680 5,920,200 1.6 %
Ascend Software, LLC (j) Financial Services Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 4,050,000 4,029,154 3,996,135 1.1 %
Total Financial Services Software 9,990,834 9,916,335 2.7 %
Inspect Point Holdings, LLC Fire Inspection Business Software First Lien Term Loan
(1M USD TERM SOFR+ 6.50 %), 11.82 % Cash, 07/19/2028 7/19/2023 $ 10,000,000 9,908,861 9,916,000 2.7 %
Inspect Point Holdings, LLC (j) Fire Inspection Business Software First Lien Term Loan
(1M USD TERM SOFR+ 6.50 %), 11.82 % Cash, 07/19/2028 7/19/2023 $ - - - 0.0 %
Total Fire Inspection Business Software 9,908,861 9,916,000 2.7 %
Stretch Zone Franchising, LLC Health/Fitness Franchisor First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 3/31/2028 3/31/2023 $ 30,000,000 29,740,931 29,970,000 8.1 %
Stretch Zone Franchising, LLC (j) Health/Fitness Franchisor Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 3/31/2028 3/31/2023 $ - - - 0.0 %
Stretch Zone Franchising, LLC (h) Health/Fitness Franchisor Class A Units 3/31/2023 20,000 2,000,000 2,062,331 0.6 %
Total Health/Fitness Franchisor 31,740,931 32,032,331 8.7 %
19
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Alpha Aesthetics Partners OpCo, LLC Healthcare Services First Lien Term Loan
(1M USD TERM SOFR+ 9.98 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 3,900,000 3,847,845 3,959,670 1.2 %
Alpha Aesthetics Partners OpCo, LLC (j) Healthcare Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.98 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 8,600,000 8,482,841 8,731,580 2.4 %
Alpha Aesthetics Partners OpCo, LLC (h) Healthcare Services Class A Preferred Units 3/20/2023 2,850,000 2,850,000 2,859,121 0.8 %
Axiom Medical Consulting, LLC Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 9/11/2028 9/11/2023 $ 10,000,000 9,917,367 9,913,000 2.7 %
Axiom Medical Consulting, LLC (j) Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 9/11/2028 9/11/2023 $ - - - 0.0 %
Axiom Parent Holdings, LLC (h) Healthcare Services Class A Preferred Units 6/19/2018 400,000 258,389 630,740 0.2 %
ComForCare Health Care (d) Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.25 %), 11.58 % Cash, 1/31/2025 1/31/2017 $ 25,000,000 24,973,000 25,000,000 6.8 %
Total Healthcare Services 50,329,442 51,094,111 14.1 %
HemaTerra Holding Company, LLC (d) Healthcare Software First Lien Term Loan
(1M USD TERM SOFR+ 8.25 %), 13.57 % Cash, 1/31/2027 4/15/2019 $ 54,927,713 54,624,303 55,087,003 14.9 %
HemaTerra Holding Company, LLC Healthcare Software Delayed Draw Term Loan
(1M USD TERM SOFR+ 8.25 %), 13.57 % Cash, 1/31/2027 4/15/2019 $ 13,755,875 13,710,513 13,795,767 3.7 %
TRC HemaTerra, LLC (h) Healthcare Software Class D Membership Interests 4/15/2019 2,487 2,816,693 5,362,439 1.4 %
Procurement Partners, LLC Healthcare Software First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/12/2026 11/12/2020 $ 35,125,000 34,965,458 35,125,000 9.5 %
Procurement Partners, LLC (j) Healthcare Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/12/2026 11/12/2020 $ 10,300,000 10,230,001 10,300,000 2.8 %
Procurement Partners Holdings LLC (h) Healthcare Software Class A Units 11/12/2020 571,219 571,219 826,280 0.2 %
Total Healthcare Software 116,918,187 120,496,489 32.5 %
Roscoe Medical, Inc. (h) Healthcare Supply Common Stock 3/26/2014 5,081 508,077 - 0.0 %
Total Healthcare Supply 508,077 - 0.0 %
20
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Book4Time, Inc. (a)(d) Hospitality/Hotel First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.83 %, 12/22/2025 12/22/2020 $ 3,136,517 3,122,542 3,136,517 0.8 %
Book4Time, Inc. (a) Hospitality/Hotel Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.83 %, 12/22/2025 12/22/2020 $ 2,000,000 1,989,839 2,000,000 0.5 %
Book4Time, Inc. (a)(h)(i) Hospitality/Hotel Class A Preferred Shares 12/22/2020 200,000 156,826 389,531 0.1 %
Knowland Group, LLC (k) Hospitality/Hotel Second Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash/ 3.00 % PIK, 12/31/2024 11/9/2018 $ 15,878,989 15,878,989 12,642,851 3.4 %
Sceptre Hospitality Resources, LLC Hospitality/Hotel First Lien Term Loan
(3M USD TERM SOFR+ 7.25 %), 12.58 % Cash, 11/15/2027 4/27/2020 $ 23,000,000 22,835,500 23,278,300 6.3 %
Sceptre Hospitality Resources, LLC (j) Hospitality/Hotel Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.25 %), 12.58 % Cash, 11/15/2027 9/2/2021 $ - - - 0.0 %
Total Hospitality/Hotel 43,983,696 41,447,199 11.1 %
Granite Comfort, LP (d) HVAC Services and Sales First Lien Term Loan
(3M USD TERM SOFR+ 7.46 %), 12.79 % Cash, 5/16/2027 11/16/2020 $ 43,000,000 42,781,757 43,000,000 11.6 %
Granite Comfort, LP (j) HVAC Services and Sales Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.46 %), 12.79 % Cash, 5/16/2027 11/16/2020 $ 16,207,805 16,059,588 16,207,805 4.4 %
Total HVAC Services and Sales 58,841,345 59,207,805 16.0 %
Vector Controls Holding Co., LLC (d) Industrial Products First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.75 % Cash, 3/6/2025 3/6/2013 $ 923,886 923,886 923,886 0.2 %
Vector Controls Holding Co., LLC (h) Industrial Products Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 5/31/2015 343 - 8,171,235 2.2 %
Total Industrial Products 923,886 9,095,121 2.4 %
AgencyBloc, LLC Insurance Software First Lien Term Loan
(1M USD TERM SOFR+ 7.76 %), 13.09 % Cash, 10/1/2026 10/1/2021 $ 15,788,864 15,686,250 15,806,231 4.3 %
Panther ParentCo LLC (h) Insurance Software Class A Units 10/1/2021 2,500,000 2,500,000 4,014,869 1.1 %
Total Insurance Software 18,186,250 19,821,100 5.4 %
LogicMonitor, Inc. (d) IT Services First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/17/2026 3/20/2020 $ 43,000,000 42,967,165 43,000,000 11.6 %
Total IT Services 42,967,165 43,000,000 11.6 %
ActiveProspect, Inc. (d) Lead Management Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.53 % Cash, 8/8/2027 8/8/2022 $ 12,000,000 11,920,834 12,120,000 3.3 %
ActiveProspect, Inc. (j) Lead Management Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.53 % Cash, 8/8/2027 8/8/2022 $ - - - 0.0 %
Total Lead Management Software 11,920,834 12,120,000 3.3 %
Centerbase, LLC Legal Software First Lien Term Loan
(3M USD TERM SOFR+ 7.75 %), 13.08 % Cash, 1/18/2027 1/18/2022 $ 21,033,360 20,882,496 20,709,446 5.6 %
Total Legal Software 20,882,496 20,709,446 5.6 %
Madison Logic, Inc. (d) Marketing Orchestration Software First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2028 12/30/2022 $ 18,857,500 18,544,720 18,420,006 5.0 %
Total Marketing Orchestration Software 18,544,720 18,420,006 5.0 %
21
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
ARC Health OpCo LLC (d) Mental Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 8.47 %), 13.81 % Cash, 8/5/2027 8/5/2022 $ 6,500,000 6,438,832 6,490,900 1.8 %
ARC Health OpCo LLC (d)(j) Mental Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.47 %), 13.81 % Cash, 8/5/2027 8/5/2022 $ 26,914,577 26,903,916 26,876,897 7.3 %
ARC Health OpCo LLC (h) Mental Healthcare Services Class A Preferred Units 8/5/2022 3,818,400 4,169,599 4,009,323 1.1 %
Total Mental Healthcare Services 37,512,347 37,377,120 10.2 %
Chronus LLC Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 5.25 %), 10.73 % Cash, 8/26/2026 8/26/2021 $ 15,000,000 14,911,921 14,841,000 4.0 %
Chronus LLC Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.48 % Cash, 8/26/2026 8/26/2021 $ 5,000,000 4,962,938 4,947,000 1.3 %
Chronus LLC (h) Mentoring Software Series A Preferred Stock 8/26/2021 3,000 3,000,000 2,280,881 0.6 %
Total Mentoring Software 22,874,859 22,068,881 5.9 %
Omatic Software, LLC Non-profit Services First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.59 % Cash/ 1.00 % PIK, 6/30/2025 5/29/2018 $ 16,270,192 16,239,922 16,266,938 4.4 %
Total Non-profit Services 16,239,922 16,266,938 4.4 %
Emily Street Enterprises, L.L.C. Office Supplies Senior Secured Note
(3M USD TERM SOFR+ 7.50 %), 12.83 % Cash, 12/31/2025 12/28/2012 $ 6,000,000 5,992,437 6,027,000 1.6 %
Emily Street Enterprises, L.L.C. (h) Office Supplies Warrant Membership Interests,
Expires 12/31/2025 12/28/2012 49,318 400,000 1,153,874 0.3 %
Total Office Supplies 6,392,437 7,180,874 1.9 %
Buildout, Inc. (d) Real Estate Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.43 % Cash, 7/9/2025 7/9/2020 $ 14,000,000 13,950,236 13,631,800 3.7 %
Buildout, Inc. Real Estate Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.47 % Cash, 7/9/2025 2/12/2021 $ 38,500,000 38,342,798 37,487,450 10.1 %
Buildout, Inc. (h)(i) Real Estate Services Limited Partner Interests 7/9/2020 1,250 1,372,557 1,231,195 0.3 %
Total Real Estate Services 53,665,591 52,350,445 14.1 %
22
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Wellspring Worldwide Inc. Research Software First Lien Term Loan
(1M USD TERM SOFR+ 6.00 %), 11.32 % Cash, 12/22/2028 6/27/2022 $ 9,552,000 9,474,084 9,483,226 2.6 %
Wellspring Worldwide Inc. Research Software Delayed DrawTerm Loan
(1M USD TERM SOFR+ 6.00 %), 11.32 % Cash, 12/22/2028 6/27/2022 $ 14,400,000 14,227,504 14,296,320 3.9 %
Archimedes Parent LLC (h) Research Software Class A Common Units 6/27/2022 2,475,160 2,475,160 2,475,160 0.7 %
Total Research Software 26,176,748 26,254,706 7.2 %
LFR Chicken LLC Restaurant First Lien Term Loan
(1M USD TERM SOFR+ 7.00 %), 12.32 % Cash, 11/19/2026 11/19/2021 $ 12,000,000 11,926,272 12,104,400 3.3 %
LFR Chicken LLC Restaurant Delayed Draw Term Loan
(1M USD TERM SOFR+ 7.00 %), 12.32 % Cash, 11/19/2026 11/19/2021 $ 9,000,000 8,935,545 9,078,300 2.5 %
LFR Chicken LLC (h) Restaurant Series B Preferred Units 11/19/2021 497,183 1,000,000 1,397,572 0.4 %
Total Restaurant 21,861,817 22,580,272 6.2 %
JobNimbus LLC Roofing Contractor Software First Lien Term Loan
(1M USD TERM SOFR+ 8.75 %), 14.17 % Cash, 9/20/2026 3/28/2023 $ 18,777,459 18,624,294 19,014,055 5.1 %
Total Roofing Contractor Software 18,624,294 19,014,055 5.1 %
Pepper Palace, Inc. (d)(k) Specialty Food Retailer First Lien Term Loan
(3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ 33,320,000 33,148,332 2,409,036 0.7 %
Pepper Palace, Inc. (j)(k) Specialty Food Retailer Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ 1,101,600 1,092,422 79,646 0.0 %
Pepper Palace, Inc. (j)(k) Specialty Food Retailer Revolving Credit Facility
(3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ - - - 0.0 %
Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series A) 6/30/2021 1,000,000 1,000,000 - 0.0 %
Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series B) 6/30/2021 197,035 197,035 - 0.0 %
Total Specialty Food Retailer 35,437,789 2,488,682 0.7 %
23
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
ArbiterSports, LLC (d) Sports Management First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 2/21/2025 2/21/2020 $ 26,000,000 25,945,071 26,000,000 7.0 %
ArbiterSports, LLC Sports Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 2/21/2025 2/21/2020 $ 1,000,000 1,000,000 1,000,000 0.3 %
Total Sports Management 26,945,071 27,000,000 7.3 %
Avionte Holdings, LLC (h) Staffing Services Class A Units 1/8/2014 100,000 100,000 3,287,970 0.9 %
Total Staffing Services 100,000 3,287,970 0.9 %
JDXpert Talent Acquisition Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 6,000,000 5,955,935 6,060,000 1.6 %
JDXpert (j) Talent Acquisition Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 1,000,000 991,649 1,010,000 0.3 %
Jobvite, Inc. (d) Talent Acquisition Software First Lien Term Loan
(6M USD TERM SOFR+ 8.00 %), 13.27 % Cash, 8/5/2028 8/5/2022 $ 20,000,000 19,875,273 19,826,000 5.6 %
Total Talent Acquisition Software 26,822,857 26,896,000 7.5 %
VetnCare MSO, LLC (j) Veterinary Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.75 %), 11.08 % Cash, 5/12/2028 5/12/2023 $ 4,680,505 4,638,599 4,753,048 1.3 %
Total Veterinary Services 4,638,599 4,753,048 1.3 %
Sub Total Non-control/Non-affiliate investments 1,035,879,751 1,019,774,616 276.5 %
24
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Affiliate investments - 7.5% (b)
ETU Holdings, Inc. (f) Corporate Education Software First Lien Term Loan
(3M USD TERM SOFR+ 9.00 %), 14.48 % Cash, 8/18/2027 8/18/2022 $ 7,000,000 6,945,060 6,983,200 1.9 %
ETU Holdings, Inc. (f) Corporate Education Software Second Lien Term Loan
15.00 % PIK, 2/18/2028 8/18/2022 $ 6,130,483 6,089,408 5,454,290 1.5 %
ETU Holdings, Inc. (f)(h) Corporate Education Software Series A Preferred Units 8/18/2022 3,000,000 3,000,000 1,162,040 0.3 %
Total Corporate Education Software 16,034,468 13,599,530 3.7 %
Axero Holdings, LLC (f) Employee Collaboration Software First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 6/30/2021 $ 5,500,000 5,468,859 5,555,000 1.5 %
Axero Holdings, LLC (f) Employee Collaboration Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 6/30/2021 $ 1,100,000 1,092,870 1,111,000 0.3 %
Axero Holdings, LLC (f)(j) Employee Collaboration Software Revolving Credit Facility
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 2/3/2022 $ - - - 0.0 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series A Preferred Units 6/30/2021 2,055,609 2,055,609 2,877,000 0.8 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series B Preferred Units 6/30/2021 2,055,609 2,055,609 4,606,607 1.2 %
Total Employee Collaboration Software 10,672,947 14,149,607 3.8 %
Sub Total Affiliate investments 26,707,415 27,749,137 7.5 %
25
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Control investments - 24.7% (b)
Netreo Holdings, LLC (g) IT Services First Lien Term Loan
(3M USD TERM SOFR + 6.50 %), 11.98 % Cash/ 3.50 % PIK
12/31/2025 7/3/2018 $ 5,693,748 5,686,791 5,582,719 1.5 %
Netreo Holdings, LLC (d)(g) IT Services Delayed Draw Term Loan
(3M USD TERM SOFR + 6.50 %), 11.98 % Cash/ 3.50 % PIK,
12/31/2025 5/26/2020 $ 25,271,214 25,193,452 24,778,425 6.7 %
Netreo Holdings, LLC (g)(h) IT Services Common Stock Class A Units 7/3/2018 4,600,677 8,344,500 5,060,745 1.4 %
Total IT Services 39,224,743 35,421,889 9.6 %
Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) Structured Finance Securities Other/Structured Finance Securities
0.00 %, 4/20/2033 1/22/2008 $ 111,000,000 22,001,887 9,500,627 2.6 %
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 10.00 %), 15.60 %, 4/20/2033 8/9/2021 $ 9,375,000 9,375,000 8,875,227 2.4 %
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 8.55 %), 13.88 %, 10/20/2033 10/28/2022 $ 12,250,000 11,392,500 12,250,000 3.3 %
Total Structured Finance Securities 42,769,387 30,625,854 8.3 %
Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) Investment Fund Unsecured Loan
10.00 %, 10/20/2033 12/17/2021 $ 17,618,954 17,618,954 15,818,297 4.3 %
Saratoga Senior Loan Fund I JV, LLC (a)(g) Investment Fund Membership Interest 12/17/2021 17,583,486 17,583,487 9,403,996 2.5 %
Total Investment Fund 35,202,441 25,222,293 6.8 %
Sub Total Control investments 117,196,571 91,270,036 24.7 %
TOTAL INVESTMENTS - 308.7% (b) $ 1,179,783,737 $ 1,138,793,789 308.7 %
Number
of Shares
Cost
Fair
Value
% of
Net Assets
Cash
and cash equivalents and cash and cash equivalents, reserve accounts - 10.9% (b)
U.S.
Bank Money Market (l)
40,507,124
$ 40,507,124
$ 40,507,124
10.9 %
Total
cash and cash equivalents and cash and cash equivalents, reserve accounts
40,507,124
$ 40,507,124
$ 40,507,124
10.9 %
(1) Securities are exempt from registration under Rule 144A of the
Securities Act of 1933, as amended, and are restricted securities. Money market funds are valued at net asset value and are considered
level 1 investments within the fair value hierarchy.
(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 29, 2024, non-qualifying assets
represent 6.2% 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 $370,224,108 as of February
29, 2024.
(c) Because there is no “readily available market quotations”
(as defined in the 1940 Act) 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).
26
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
(d) These securities are either fully or partially pledged as collateral
under the Company’s 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 0.00% 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. Modis Dental Partners OpCo, LLC and Alpha Aesthetics Partners
OpCo, LLC are no longer affiliates as of February 29, 2024. Transactions during the year ended February 29, 2024 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)
Axero Holdings, LLC
$ -
$ -
$ 931,008
$ -
$ -
$ 976,251
ETU Holdings, Inc.
-
-
1,915,718
-
-
( 2,518,080 )
Modis Dental Partners OpCo, LLC
8,845,000
-
656,579
-
-
-
Alpha Aesthetics Partners OpCo, LLC
10,498,789
-
670,737
-
-
-
Total
$ 19,343,789
$ -
$ 4,174,042
$ -
$ -
$ ( 1,541,829 )
(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
29, 2024 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
Total
Dividends
from
Investments
Management
Fee Income
Net Realized
Gain (Loss)
from
Investments
Net Change
in Unrealized
Appreciation
(Depreciation)
Netreo Holdings, LLC
$ 2,475,000
$ -
$ 4,374,804
$ -
$ -
$ -
$ ( 12,083,067 )
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
-
-
3,270,232
-
( 4,733,934 )
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note
-
-
1,696,890
-
-
-
895,505
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note
-
-
1,469,668
-
-
-
43,821
Saratoga Senior Loan Fund I JV, LLC
-
-
1,781,472
-
-
-
( 1,800,657 )
Saratoga Senior Loan Fund I JV, LLC
-
-
-
5,911,564
-
-
( 3,702,956 )
Total
$ 2,475,000
$ -
$ 9,322,834
$ 5,911,564
$ 3,270,232
$ -
$ ( 21,381,288 )
(h) Non-income producing at February 29, 2024.
(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 29, 2024. (See Note 9 to the consolidated financial statements).
(k) As of February 29, 2024, the investment was on non-accrual status.
The fair value of these investments was approximately $18.9 million, which represented 1.7% 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 February 29, 2024.
SOFR - Secured Overnight Financing Rate
1M USD TERM SOFR - The 1 month USD TERM SOFR rate
as of February 29, 2024 was 5.32%.
3M USD TERM SOFR - The 3 month USD TERM SOFR rate
as of February 29, 2024 was 5.33%.
6M USD TERM SOFR - The 6 month USD TERM SOFR rate
as of February 29, 2024 was 5.27%.
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
See accompanying notes to consolidated financial
statements.
27
SARATOGA INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2024
(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 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. 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”).
The Company has established wholly owned subsidiaries,
SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG,
Inc., SIA-TT, Inc. and SIA-Vector, Inc., which are structured as Delaware entities that are treated as corporations for U.S. federal income
tax purposes and are intended to facilitate its compliance with the requirements to be treated as a RIC under the Code by holding equity
or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities).
These entities 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. 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. In June 2024,
SIA-MAC, Inc. and SIA-VR, Inc. were dissolved.
Our wholly owned subsidiaries, Saratoga Investment
Corp. SBIC II LP (“SBIC II LP”) and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC
II LP, the “SBIC Subsidiaries”), received licenses to operate as small business investment companies from the SBA on August
14, 2019 and September 29, 2022, respectively. Each of the SBIC Subsidiaries provides up to $ 175.0 million in long-term capital in the
form of debentures guaranteed by the SBA. Our wholly owned subsidiary Saratoga Investment Corp. SBIC LP (“SBIC LP”) repaid
its outstanding debentures and subsequently surrendered its license to the SBA on January 3, 2024, providing the Company access to all
undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. 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.
The Company has formed wholly owned special purpose
entities organized as Delaware limited liability companies, Saratoga Investment Funding II LLC (“SIF II”) and Saratoga Investment
Funding III LLC (“SIF III”) for the purpose of the Encina Credit Facility and the Live Oak Credit Facility (each as defined
below), respectively. The senior secured revolving credit facility (the “Encina Credit Facility) with Encina Lender Finance, LLC
(“Encina”) is supported by loans held by SIF II and pledged to Encina, and the senior secured revolving credit facility (the
“Live Oak Credit Facility”) with Live Oak Banking Company (“Live Oak”) is supported by loans held by SIF III and
pledged to Live Oak.
On October 26, 2021, the Company and TJHA JV I
LLC (“TJHA”) entered into a Limited Liability Company 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 2022-1
Ltd. (“SLF 2022”), which is a wholly owned subsidiary of SLF JV. SLF 2022 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.
On October 28, 2022, SLF 2022 issued $ 402.1 million of debt (the “2022 JV CLO Notes”) through a collateralized loan obligation
trust (the “JV CLO trust”). The 2022 JV CLO Notes were issued pursuant to an indenture, dated October 28, 2022 (the “JV
Indenture”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the
“Trustee”) servicing as the trustee.
28
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,
SIF II, SIF III, SBIC II LP, SBIC III LP, SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP,
Inc.,, SIA-PP, Inc., SIA-SZ, 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 II LP, and SBIC III 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 II LP, or SBIC III LP’s status as investment companies
during the three months ended November 30, 2024.
Principles of Consolidation
Under the investment company rules and regulations
pursuant to ASC 946, the Company is precluded from consolidating any entity other than another investment company or controlled operating
company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the
Company include only the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
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, FASB ASC
Topic 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 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.
Operating Segment
The Company invests in various industries and
separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships
have similar business and economic characteristics, they have been aggregated into a single investment segment. All applicable segment
disclosures are included in or can be derived from the Company’s consolidated financial statements (See Note 3. Investments ).
Cash and Cash Equivalents
Cash and cash equivalents include short-term,
liquid investments in a money market fund. The Company places its cash in financial institutions and, at times, such balances may be in
excess of the Federal Deposit Insurance Corporation insurance limits. Cash and cash equivalents are carried at cost which approximates
fair value. Pursuant to 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:
● own more than 3.0 % of the investment company’s total outstanding voting stock;
● hold securities in the investment company having an aggregate value in excess of 5.0 % of the value of the Company’s total assets; or
● hold securities in investment companies having an aggregate value in excess of 10.0 % of the value of the Company’s total assets.
As of November 30, 2024, the Company did not exceed
any of these limitations.
29
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, and, at times, such
balances may be in excess of the Federal Deposit Insurance Corporation insurance limits, representing payments received on secured investments
or other reserved amounts associated with the Encina Credit Facility or the Live Oak Credit Facility held by the Company’s wholly
owned subsidiaries, SIF II and SIF III, respectively. 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 Encina Credit Facility and the Live Oak Credit Facility.
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 the Company’s wholly owned subsidiaries, SBIC II LP and SBIC III 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:
November 30,
2024
February 29,
2024
Cash and cash equivalents
$ 147,614,810
$ 8,692,846
Cash and cash equivalents, reserve accounts
102,549,213
31,814,278
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
$ 250,164,023
$ 40,507,124
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 the Company owns more than 25.0 % of the voting securities or maintains 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 the Company owns 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 Measurement (“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 the Company’s board of directors to approve a fair value determination to reflect significant events affecting the
value of these investments. The Company values investments for which market quotations are not readily available at fair value as approved,
in good faith, by the Company’s board of directors based on input from the Manager, the audit committee of the board of directors
and a third-party independent valuation firm.
30
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 the Company’s 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. The Company uses a third-party independent valuation firm to value its investment in the subordinated notes of Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”), the Class F-2-R-3 Notes of the Saratoga CLO, and the Class E Notes of the SLF 2022 every quarter.
In addition, all investments are subject to the
following valuation process:
●
the audit committee of the Company’s board of directors reviews and approves each preliminary valuation and the Manager and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and
●
the Company’s board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of the Manager, independent valuation firm (to the extent applicable) and the audit committee of the board of directors.
The Company uses 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 the Company’s 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 investments in the subordinated
notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022 are 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, when available, as determined by the Manager and recommended to the Company’s board of directors.
Specifically, the Company uses Intex cash flows, or an appropriate substitute, to form the basis for the valuation of its investment in
the subordinated notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022. 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 (“NAV”), or equivalent, of SLF JV as a practical expedient
for fair value, provided by ASC 820. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation
technique.
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 NAV could be materially affected if the determinations regarding the fair value of its investments
were materially higher or lower than the values that the Company ultimately realizes upon the disposal of such investments.
31
Rule 2a-5 under the 1940 Act (“Rule 2a-5”)
establishes a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards of
directors, subject to board oversight and certain other conditions, to designate the investment adviser 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. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides for certain
recordkeeping requirements associated with fair value determinations. While the Company’s board of directors has not elected to
designate Saratoga Investment Advisors as the valuation designee, the Company has established policies and procedures in compliance 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 management may make exceptions to this general rule if the loan
has sufficient collateral value and is in the process of collection. At November 30, 2024, our investment in two controlled portfolio
companies were on non-accrual status with a fair value of approximately $ 2.7 million, or 0.3 % of the fair value of our portfolio.
At February 29, 2024, our investment in three non-controlled portfolio companies were on non-accrual status with a fair value of approximately
$ 18.9 million, or 1.7 % of the fair value of our portfolio.
Interest income on our investment in the subordinated
note of Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40, Investments-Other,
Beneficial Interests in Securitized Financial Assets , 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 may hold 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 an 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. The Company restores to accrual status when past due principal and interest
is paid and, in management’s judgment, are likely to remain current, although management may make exceptions to this general rule
if the loan has sufficient collateral value and is in the process of collection.
32
Dividend Income
Dividend income is recorded in the consolidated
statements of operations when earned.
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, redemption 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 II LP and SBIC III 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 accreted and 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, which is 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 generally will not be subject to U.S. federal income tax 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 Corporate Blockers (as defined below) and
long-term capital gains, when applicable.
In order to qualify as a RIC, among other requirements,
the Company generally 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 U.S. federal income tax imposed at corporate rates on
its investment company taxable income and net capital gains that it does not timely distribute to shareholders. The Company will be subject
to a non-deductible 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 31and (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.
33
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 U.S. federal
income tax, and possibly the 4 % 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. For the years ended February 29, 2024, 2023 and 2022, the excise tax accrual on estimated excess taxable income was
$ 1.8 million, $ 1.1 million and $ 0.6 million, respectively.
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 may elect 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 % 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 % 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
that are treated as corporations for U.S. federal income tax purposes when making equity investments in portfolio companies taxed as pass-through
entities to meet its source-of-income requirements as a RIC (“Corporate Blockers”). Corporate Blockers are consolidated in
the Company’s U.S. GAAP financial statements and may result in current and deferred U.S. 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 Corporate 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 Corporate
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 Corporate 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 29, 2024, the Company did not incur any interest or penalties. Although
we file federal and state tax returns, our major tax jurisdiction is federal. The 2021, 2022, 2023 and 2024 federal tax years for the
Company remain subject to examination by the IRS. At November 30, 2024 and February 29, 2024, 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.
34
Capital Gains Incentive Fee
The Company records an expense accrual on the
consolidated statements of operations relating to the capital gains incentive fee payable to the Manager, as recorded 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, as 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 reflect those realized capital
gains net of realized and unrealized losses for the period.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07,
Improvements to Reportable Segment Disclosures . ASU 2023-07 enhances the disclosures required for reportable segments on an annual
and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, and for interim
periods within fiscal years beginning after December 15, 2024. Early adoption is permitted; however, the Company has not elected to adopt
this provision as of the date of the financial statements contained in this quarterly report. The Company is still assessing the impact
of the new guidance.
In December 2023, the FASB issued ASU
2023-09, Improvements to Income Tax Disclosures . The amendments in this update require more disaggregated information on
income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024. Early adoption is permitted, however the
Company has not elected to early adopt this provision as of the date of the financial statements contained in this report. The
Company is still assessing the impact of the new guidance.
Risk Management
In the ordinary course of its business, the Company
manages a variety of risks, including market 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.
35
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.
36
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. Summary of Significant Accounting Policies ). Consistent with our valuation policy, the Company evaluates
the source of inputs, including any markets in which its investments are trading, in determining fair value.
The following table presents fair value measurements of investments, by major class, as of November 30, 2024 (dollars in thousands), according to the fair value hierarchy:
Fair Value Measurements
Valued Using Net Asset
Level 1
Level 2
Level 3
Value*
Total
First lien term loans
$ -
$ -
$ 833,223
$ -
$ 833,223
Second lien term loans
-
-
6,140
-
6,140
Unsecured term loans
-
-
16,199
-
16,199
Structured finance securities
-
-
17,852
-
17,852
Equity interests
-
-
81,927
4,752
86,679
Total
$ -
$ -
$ 955,341
$ 4,752
$ 960,093
* The
Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, or equivalent, as a practical expedient
and thus has not been classified in the fair value hierarchy. The Company’s unsecured loan investment in SLF JV is based on a discounted
cash flow valuation technique.
The following table presents fair value measurements of investments, by major class, as of February 29, 2024 (dollars in thousands), according to the fair value hierarchy:
Fair Value Measurements
Valued Using Net Asset
Level 1
Level 2
Level 3
Value*
Total
First lien term loans
$ -
$ -
$ 976,423
$ -
$ 976,423
Second lien term loans
-
-
18,097
-
18,097
Unsecured term loans
-
-
15,818
-
15,818
Structured finance securities
-
-
30,626
-
30,626
Equity interests
-
-
88,426
9,404
97,830
Total
$ -
$ -
$ 1,129,390
$ 9,404
$ 1,138,794
* The
Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, or equivalent, as a practical expedient
and thus has not been classified in the fair value hierarchy. The Company’s unsecured loan investment in SLF JV is based on a discounted
cash flow valuation technique.
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the nine months ended November 30, 2024 (dollars in thousands):
First lien term loans
Second lien term loans
Unsecured term loans
Structured finance securities
Equity interests
Total
Balance as of February 29, 2024
$ 976,423
$ 18,097
$ 15,818
$ 30,626
$ 88,426
$ 1,129,390
Payment-in-kind and other adjustments to cost
1,912
8,003
-
( 5,373 )
4
4,546
Net accretion of discount on investments
2,177
5
-
-
-
2,182
Net change in unrealized appreciation (depreciation) on investments
41,727
3,185
381
( 7,401 )
500
38,392
Purchases
121,207
-
-
-
5,069
126,276
Sales and repayments
( 262,551 )
( 23,150 )
-
-
( 10,545 )
( 296,246 )
Net realized gain (loss) from investments
( 47,672 )
-
-
-
( 1,527 )
( 49,199 )
Balance as of November 30, 2024
$ 833,223
$ 6,140
$ 16,199
$ 17,852
$ 81,927
$ 955,341
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
$ ( 3,649 )
$ 3,185
$ 381
$ ( 7,401 )
$ ( 3,998 )
$ ( 11,482 )
37
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. For the nine months ended November 30, 2024, non-cash restructurings related to two controlled investments
resulting in realized losses of $ 49.1 m were included in net realized (gain) loss from investments on the consolidated statements of cash
flows.
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
nine months ended November 30, 2024.
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the nine months ended November 30, 2023 (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, 2023
$ 798,534
$ 14,936
$ 20,661
$ 41,362
$ 83,990
$ 959,483
Payment-in-kind and other adjustments to cost
1,147
624
-
( 5,531 )
( 293 )
( 4,053 )
Net accretion of discount on investments
1,637
4
-
-
-
1,641
Net change in unrealized appreciation (depreciation) on investments
( 20,102 )
( 691 )
341
( 6,444 )
( 7,715 )
( 34,611 )
Purchases
194,541
-
-
-
8,343
202,884
Sales and repayments
( 15,865 )
-
( 3,383 )
-
-
( 19,248 )
Net realized gain (loss) from investments
-
-
-
-
151
151
Balance as of November 30, 2023
$ 959,892
$ 14,873
$ 17,619
$ 29,387
$ 84,476
$ 1,106,247
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
$ ( 20,033 )
$ ( 691 )
$ ( 5 )
$ ( 6,444 )
$ ( 7,792 )
$ ( 34,965 )
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
nine months ended November 30, 2023.
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of November 30, 2024 were as follows (dollars in thousands):
Fair Value Valuation Technique Unobservable Input Range Weighted Average*
First lien term loans $ 833,223 Market Comparables Market Yield (%) 10.1 % - 20.5 % 12.3 %
Revenue Multiples (x) 2.5 x 2.5x
Third-party Bid (x) 8.0 x 8.0x
Second lien term loans 6,140 Market Comparables Market Yield (%) 19.5 % 19.5 %
Unsecured term loans 16,199 Discounted Cash Flow Discount Rate (%) 10.5 % 10.5 %
Structured finance securities 17,852 Discounted Cash Flow Discount Rate (%) 8.5 % - 40.0 % 14.9 %
Recovery Rate (%) 35.0 % - 70.0 % 61.5 %
Prepayment Rate (%) 20.0 % 20.0 %
Equity interests 81,927 Enterprise Value Waterfall Revenue Multiples (x) 0.1 x - 9.4 x 6.7x
EBITDA Multiples (x) 1.0 x - 21.9 x 8.6x
Total $ 955,341
* The
weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable
input.
38
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of February 29, 2024 were as follows (dollars in thousands):
Fair Value Valuation Technique Unobservable Input Range Weighted Average*
First lien term loans $ 976,423 Market Comparables Market Yield (%) 10.6 % - 17.2 % 13.0 %
Revenue Multiples (x) 4.6 x - 9.4 x 6.6x
EBITDA Multiples (x) 5.0 x - 6.0 x 5.6x
Third-party bid (x) 3.9 x - 4.2 x 4.0x
Second lien term loans 18,097 Market Comparables Market Yield (%) 19.0 % - 28.3 % 25.5 %
EBITDA Multiples (x) 7.0 x 7.0x
Third-party bid (x) 29.7 x 29.7x
Unsecured term loans 15,818 Discounted Cash Flow Discount Rate (%) 10.5 % 10.5 %
Structured finance securities 30,626 Discounted Cash Flow Discount Rate (%) 8.5 % - 22.0 % 15.1 %
Recovery Rate (%) 35.0 % - 70.0 % 70.0 %
Prepayment Rate (%) 20.0 % 20.0 %
Equity interests 88,426 Enterprise Value Waterfall EBITDA Multiples (x) 4.7 x - 20.4 x 10.4x
Revenue Multiples (x) 1.3 x - 10.4 x 6.3x
Third-party bid (x) 3.9 x 3.9x
Total $ 1,129,390
* The
weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable
input.
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 market quote, third
party bid or net asset value in deriving a value, a significant increase (decrease) in the market quote, bid or net asset value in isolation,
would result in a significantly higher (lower) fair value measurement.
The composition of our investments as of November 30, 2024 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
$ 834,750
86.3 %
$ 833,223
86.8 %
Second lien term loans
6,827
0.7
6,140
0.6
Unsecured term loans
17,619
3.9
16,199
1.7
Structured finance securities
37,396
1.8
17,852
1.9
Equity interests
70,750
7.3
86,679
9.0
Total
$ 967,342
100.0 %
$ 960,093
100.0 %
The composition of our investments as of February 29, 2024 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
$ 1,019,678
86.4 %
$ 976,423
85.7 %
Second lien term loans
21,968
1.9
18,097
1.6
Unsecured term loans
17,619
1.5
15,818
1.4
Structured finance securities
42,769
3.6
30,626
2.7
Equity interests
77,750
6.6
97,830
8.6
Total
$ 1,179,784
100.0 %
$ 1,138,794
100.0 %
39
For loans and debt securities for which market
quotations are not readily available, the Company determines 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, the Company determines 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 the Company’s judgment, the market comparables technique is not sufficient
or appropriate, the Company may use additional techniques such as an asset liquidation or expected recovery model.
For equity securities of portfolio companies and
partnership interests, the Company determines the fair value using an enterprise value waterfall valuation technique. Under the enterprise
value waterfall valuation technique, the Company determines the enterprise fair value of the portfolio company and then waterfalls 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, the Company weighs 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, the Company may estimate the liquidation or collateral
value of the portfolio company’s assets and liabilities. The Company also takes into account historical and anticipated financial
results.
The Company’s investments in Saratoga CLO
and SLF 2022 are 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 and SLF 2022, when available,
as determined by the Manager and recommended to the Company’s board of directors. Specifically, the Company uses Intex cash flows,
or an appropriate substitute, to form the basis for the valuation of the investment in Saratoga CLO and SLF 2022. 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 ran Intex models based on inputs about the refinanced Saratoga CLO’s structure and the SLF 2022 structure, including capital
structure, cost of liabilities and reinvestment period. 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 a valuation for our investments in Saratoga CLO
and SLF 2022 at November 30, 2024. The inputs at November 30, 2024 for the valuation model include:
● Default rate: 2.0%
●
Recovery rate: 35%-70%
●
Discount rate: 8.5%-40.0%
●
Prepayment rate: 20.0%
●
Reinvestment rate / price: S+365bps / $99.00
The Company’s equity investment in SLF JV
is measured using the proportionate share of the NAV of SLF JV, or equivalent, as practical expedient.
40
Investment Concentration
Set forth is a brief description of each portfolio
company in which the fair value of the Company’s investment represents greater than 5 % of the Company’s total assets as of
November 30, 2024, excluding Saratoga CLO, SLF JV and SLF 2022 (see Note 4. Investment in Saratoga CLO and Note 5. Investment
in SLF JV for more information on Saratoga CLO, SLF JV and SLF 2022, respectively).
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 is a U.S. based heating, ventilation
and air conditioning (“HVAC”) company. The company 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 . 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.
On February 11, 2020, the Company entered into
an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO
2013-1 Warehouse 2”), a wholly owned subsidiary of Saratoga CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1
Warehouse 2 Ltd. was repaid in full.
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,
extended its legal maturity to April 2033, and added a non-call period of February 2022. In addition, and as part of the refinancing,
the Saratoga CLO was 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 Note 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.
41
On June 10, 2024, the Company completed its fifth
refinancing of the Saratoga CLO. This refinancing, among other things, did not extend the Saratoga CLO reinvestment period nor extend
its legal maturity, while adjusting the interest rate of two of the existing Notes. The Issuer issued $ 422.5 million of notes (the “2013-1
2024 Reset CLO Notes”), consisting of Class A-1-R-4 and Class A-2-R-4. The 2013-1 2024 Reset CLO Notes were issued pursuant to the
Indenture with the same Trustee. Proceeds of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing assets of the
Saratoga CLO to redeem the existing Class A-1-R-3 and Class A-2-R-3 Notes. No other Notes were refinanced as part of this refinancing.
The Saratoga CLO paid $ 0.5 million of transaction costs related to the refinancing.
The Saratoga CLO remains effectively 100.0 % owned
and managed by the Company. The Company receives 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, the Company is 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 November 30, 2024 and
November 30, 2023, the Company accrued management fee income of $ 0.8 million and $ 0.8 million, respectively, and interest income of $ 0.0
million and $ 0.0 million, respectively, from the subordinated notes of Saratoga CLO.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company accrued management fee income of $ 2.4 million and $ 2.5 million, respectively, and interest income of $ 0.0
million and $ 0.0 million, respectively, from the subordinated notes of Saratoga CLO.
As of November 30, 2024, 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 $ 1.3 million and $ 4.3 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 November 30, 2024, Saratoga CLO had investments with a principal balance
of $ 558.8 million and a weighted average spread over TERM SOFR of 3.7 % and had debt with a principal balance of $ 559.2 million with a
weighted average spread over TERM SOFR of 2.3 %. 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 November 30, 2024, the present value of the projected future cash flows
of the subordinated notes was approximately $ 1.3 million, using a 40 % discount rate. The Company’s total investment in the subordinate
notes of Saratoga CLO is $ 57.8 million, which consists of additional 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 received distributions of $ 90.0 million, management fees of $ 37.5 million
and incentive fees of $ 1.2 million.
As of February 29, 2024, the Company determined
that the fair value of its investment in the subordinated notes of Saratoga CLO was $ 9.5 million. As of February 29, 2024, the fair value
of its investment in the Class F-R-3 Notes of Saratoga CLO was $ 8.9 million. As of February 29, 2024, Saratoga CLO had investments with
a principal balance of $ 640.8 million and a weighted average spread over TERM SOFR of 3.8 % and had debt with a principal balance of $ 611.0
million with a weighted average spread over TERM SOFR of 2.2 %. As of February 29, 2024, the present value of the projected future cash flows
of the subordinated notes, was approximately $ 9.5 million, using a 22.0 % discount rate. The Company’s total investment in the subordinate
notes of Saratoga CLO is $ 57.8 which consists of additional 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 $ 84.6 million, management fees of $ 35.1 million
and incentive fees of $ 1.2 million.
Below is certain financial information from the
separate financial statements of Saratoga CLO as of November 30, 2024 (unaudited) and February 29, 2024 and for the three and nine months
ended November 30, 2024 (unaudited) and November 30, 2023 (unaudited).
42
Saratoga Investment Corp. CLO 2013-1,
Ltd.
Statements of Assets and Liabilities
November 30,
2024
February 29,
2024
(unaudited)
ASSETS
Investments at fair value
Loans at fair value (amortized cost of $ 548,610,503 and $ 629,345,724 , respectively)
$ 523,822,494
$ 606,531,189
Equities at fair value (amortized cost of $ 2,911,603 and $ 1,649,986 , respectively)
1,909,443
1,020,585
Total investments at fair value (amortized cost of $ 551,522,106 and $ 630,995,710 , respectively)
525,731,937
607,551,774
Cash and cash equivalents
26,917,052
12,104,832
Receivable from open trades
1,684,753
2,865,174
Interest receivable (net of reserve of $ 605,564 and $ 615,604 , respectively)
3,038,940
3,402,471
Due from affiliate
57,001
3,953
Prepaid expenses and other assets
119,457
205,400
Total assets
$ 557,549,140
$ 626,133,604
LIABILITIES
Interest payable
$ 4,351,257
$ 5,043,712
Payable from open trades
1,685,480
10,519,573
Accrued base management fee
65,474
68,605
Accrued subordinated management fee
261,895
274,418
Accounts payable and accrued expenses
141,542
84,199
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes:
Class A-1-R-3 Senior Secured Floating Rate Notes
-
357,500,000
Class A-2-R-3 Senior Secured Floating Rate Notes
-
65,000,000
Class A-1-R-4 Senior Secured Floating Rate Notes
305,727,301
-
Class A-2-R-4 Senior Secured Floating Rate Notes
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
( 201,967 )
( 220,100 )
Class E-R-3 Deferrable Mezzanine Floating Rate Notes
27,625,000
27,625,000
Discount on Class E-R-3 Notes
( 2,098,217 )
( 2,286,598 )
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
( 1,266,542 )
( 1,707,224 )
Subordinated Notes
111,000,000
111,000,000
Discount on Subordinated Notes
( 33,185,548 )
( 36,164,988 )
Total liabilities
639,980,675
697,611,597
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)
( 82,431,785 )
( 71,478,243 )
Total net deficit
( 82,431,535 )
( 71,477,993 )
Total liabilities and net assets
$ 557,549,140
$ 626,133,604
See accompanying notes to financial statements.
43
Saratoga Investment Corp. CLO 2013-1,
Ltd.
Statements of Operations
(unaudited)
For the three months ended
For the nine months ended
November 30,
2024
November 30,
2023
November 30,
2024
November 30,
2023
INVESTMENT INCOME
Total interest from investments
$ 13,342,306
$ 15,599,943
$ 43,995,503
$ 46,240,246
Interest from cash and cash equivalents
289,869
139,759
853,765
480,995
Other income
124,901
286,607
1,225,297
756,831
Total investment income
13,757,076
16,026,309
46,074,565
47,478,072
EXPENSES
Interest and debt financing expenses
13,408,313
14,644,320
42,605,821
43,349,057
Base management fee
775,398
163,985
1,094,754
490,793
Subordinated management fee
-
655,943
1,277,423
1,963,174
Professional fees
79,709
87,540
222,005
260,431
Trustee expenses
64,157
64,554
187,635
193,588
Other expense
66,339
50,330
242,902
190,215
Total expenses
14,393,916
15,666,672
45,630,540
46,447,258
NET INVESTMENT INCOME (LOSS)
( 636,840 )
359,637
444,025
1,030,814
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized loss from investments
( 1,278,236 )
( 6,298,909 )
( 8,472,121 )
( 9,048,743 )
Net change in unrealized depreciation on investments
( 1,626,867 )
( 313,230 )
( 2,346,233 )
2,702,275
Net realized and unrealized gain (loss) on investments
( 2,905,103 )
( 6,612,139 )
( 10,818,354 )
( 6,346,468 )
Realized losses on extinguishment of debt
-
-
( 579,213 )
-
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 3,541,943 )
$ ( 6,252,502 )
$ ( 10,953,542 )
$ ( 5,315,654 )
See accompanying notes to financial statements
44
Saratoga Investment Corp.
CLO 2013-1, Ltd.
Schedule of Investments
November 30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Altisource Solutions S.a r.l. Banking, Finance, Insurance & Real Estate Common Stock Equity 15,981 $ - $ 14,223
Endo Finance Holdings, Inc. Healthcare & Pharmaceuticals Common Stock Equity 23,799 660,422 583,076
Endo Finance Holdings, Inc. Healthcare & Pharmaceuticals Warrants Equity 349 9,685 8,551
Envision Parent Inc Healthcare & Pharmaceuticals Common Stock Equity 4,410 175,000 50,715
Envision Parent Inc Healthcare & Pharmaceuticals Warrants Equity 92,837 - 4,642
Instant Brands Litigation Trust Consumer goods: Durable Equity Interest Equity 50,038 34,198 150,000
Isagenix International, LLC Beverage, Food & Tobacco Common Stock Equity 86,398 - -
Research Now Group, Inc Media: Advertising, Printing & Publishing Common Stock Equity 39,808 557,312 676,736
Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Common Stock Equity 24,320 1,034,581 66,880
URS TOPCO, LLC Transportation: Cargo Common Stock Equity 25,330 440,405 354,620
1011778 B.C Unltd Liability Co Beverage, Food & Tobacco Term Loan B6 Loan 1M USD SOFR+ 1.75 % 0.00 % 6.32 % 9/20/2030 $ 1,440,272 1,422,144 1,437,391
19TH HOLDINGS GOLF, LLC Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 7.99 % 2/7/2029 2,454,811 2,376,785 2,396,510
888 Acquisitions Limited Hotel, Gaming & Leisure Term Loan B Loan 6M USD SOFR+ 5.25 % 0.00 % 9.50 % 7/8/2028 3,052,566 2,796,616 2,930,463
Adtalem Global Education Inc. Services: Business Term Loan B (08/24) Loan 1M USD SOFR+ 2.75 % 0.75 % 7.32 % 8/12/2028 582,329 579,025 585,240
Aegis Sciences Corporation Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 10.28 % 5/9/2025 2,277,447 2,275,329 1,408,214
45
Saratoga Investment Corp.
CLO 2013-1, Ltd.
Schedule of Investments
November 30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Agiliti Health Inc. Healthcare & Pharmaceuticals Term Loan B (03/23) Loan 6M USD SOFR+ 3.00 % 0.00 % 7.26 % 5/1/2030 2,159,600 2,145,396 2,123,167
AHEAD DB Holdings, LLC Services: Business Term Loan B3 (07/24) Loan 3M USD SOFR+ 3.50 % 0.75 % 8.10 % 2/1/2031 2,902,931 2,843,841 2,923,629
Air Canada Transportation: Consumer Term Loan B (03/24) Loan 3M USD SOFR+ 2.00 % 0.00 % 6.75 % 3/21/2031 995,000 992,585 996,423
AIT Worldwide Logistics Holdings, Inc. Transportation: Cargo Term Loan B (10/24) Loan 1M USD SOFR+ 4.75 % 0.75 % 9.48 % 4/5/2030 2,455,696 2,336,935 2,475,145
AlixPartners, LLP Banking, Finance, Insurance & Real Estate Term Loan B (01/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.19 % 2/4/2028 241,249 241,115 242,557
Alkermes, Inc. Healthcare & Pharmaceuticals Term Loan B (3/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.19 % 3/12/2026 2,088,347 2,082,135 2,090,957
Allen Media, LLC Media: Diversified & Production Term Loan (7/21) Loan 3M USD SOFR+ 5.50 % 0.00 % 10.25 % 2/10/2027 4,315,175 4,299,517 2,807,021
Alliant Holdings Intermediate, LLC Banking, Finance, Insurance & Real Estate Term Loan B6 (09/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 7.35 % 9/19/2031 799,019 799,019 803,517
Allied Universal Holdco LLC Services: Business Term Loan 4/21 Loan 1M USD SOFR+ 3.75 % 0.50 % 8.42 % 5/12/2028 1,940,000 1,934,896 1,952,125
Alterra Mountain Company (Intrawest Resort Holdings) Hotel, Gaming & Leisure First Lien Term Loan Loan 1M USD SOFR+ 3.00 % 0.00 % 7.57 % 5/31/2030 249,375 249,375 251,245
Altisource Solutions S.a r.l. (c) Banking, Finance, Insurance & Real Estate Term Loan B (03/18) Loan 3M USD SOFR+ 5.00 % 1.00 % 9.70 % 4/30/2025 1,143,064 1,143,280 514,379
Altium Packaging LLC Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 2.50 % 0.00 % 7.07 % 6/11/2031 483,788 482,610 482,781
Amer Sports Oyj (MASCOT BIDCO OY) Consumer goods: Durable USD Term Loan B (01/24) Loan 3M USD SOFR+ 2.75 % 0.00 % 7.24 % 2/17/2031 349,125 347,589 352,180
American Axle & Manufacturing Inc. Automotive Term Loan (12/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 7.62 % 12/13/2029 480,000 468,818 481,800
American Greetings Corporation Media: Advertising, Printing & Publishing Term Loan B (04/24) Loan 1M USD SOFR+ 5.75 % 0.00 % 10.32 % 10/30/2029 2,945,449 2,944,082 2,963,121
American Trailer World Corp Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 8.42 % 3/3/2028 1,357,439 1,356,452 1,162,307
AmWINS Group, LLC Banking, Finance, Insurance & Real Estate Term Loan 2/21 Loan 1M USD SOFR+ 2.25 % 0.75 % 6.94 % 2/17/2028 1,925,038 1,911,926 1,932,257
Anastasia Parent LLC Consumer goods: Non-durable Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 8.62 % 8/11/2025 940,000 939,214 605,125
46
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/ Number of Shares Cost Fair
Value
Anchor Packaging, LLC Containers, Packaging & Glass Term Loan (4/24) Loan 1M USD SOFR+ 3.75 % 0.00 % 8.44 % 7/18/2029 1,949,282 1,932,103 1,959,730
AP Core Holdings II LLC High Tech Industries Term Loan B1 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.19 % 9/1/2027 1,699,981 1,686,320 1,655,782
AP Core Holdings II LLC High Tech Industries Term Loan B2 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.19 % 9/1/2027 500,000 495,988 485,730
APEX GROUP TREASURY LLC Banking, Finance, Insurance & Real Estate Term Loan B (07/24) Loan 6M USD SOFR+ 4.00 % 0.00 % 9.08 % 7/27/2028 491,269 468,492 495,774
Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 7.44 % 5/15/2026 2,885,787 2,873,078 2,878,572
Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 (2/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.19 % 3/6/2028 965,000 959,761 955,350
AppLovin Corporation High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.19 % 8/19/2030 964,769 964,769 964,943
AppLovin Corporation High Tech Industries Term Loan B (3/24) Loan Prime 1.50 % 0.50 % 9.25 % 10/25/2028 1,466,381 1,464,622 1,465,853
AqGen Ascensus, Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.19 % 8/2/2028 496,075 492,900 499,176
Aramark Services, Inc. Services: Consumer Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 6.44 % 1/15/2027 2,331,250 2,302,315 2,331,973
Aramark Services, Inc. Services: Consumer Term Loan B7 (03/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 4/6/2028 1,753,715 1,749,408 1,758,380
ARC FALCON I INC. Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.17 % 9/23/2028 973,774 971,828 980,902
ARCIS GOLF LLC Services: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.50 % 8.44 % 11/24/2028 494,245 490,303 497,952
Aretec Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan B 2 Loan 1M USD SOFR+ 4.00 % 0.00 % 8.57 % 8/9/2030 2,622,898 2,609,234 2,637,979
Aspire Bakeries Holdings, LLC Beverage, Food & Tobacco Term loan Loan 1M USD SOFR+ 4.25 % 0.00 % 8.82 % 12/23/2030 895,500 887,468 899,978
Assuredpartners Inc. Banking, Finance, Insurance & Real Estate Term Loan B5 (02/24) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.07 % 2/14/2031 1,293,500 1,291,978 1,301,662
Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B10 Loan 1M USD SOFR+ 4.00 % 0.00 % 8.67 % 8/19/2028 1,960,000 1,891,862 1,962,038
47
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current Rate (All In) Maturity
Date Principal/ Number of Shares Cost Fair
Value
Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B12 Loan 1M USD SOFR+ 4.25 % 0.00 % 8.82 % 9/19/2030 2,919,478 2,915,698 2,915,215
ATHENAHEALTH GROUP INC. Healthcare & Pharmaceuticals Term Loan B (2/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 7.82 % 2/15/2029 1,307,142 1,303,688 1,310,410
Avolon TLB Borrower 1 (US) LLC Capital Equipment Term Loan B6 Loan 1M USD SOFR+ 1.75 % 0.00 % 6.36 % 6/22/2030 1,472,622 1,427,186 1,472,210
Axalta Coating Systems US Holdings Chemicals, Plastics, & Rubber Term Loan B (11/24) Loan 1M USD SOFR+ 1.75 % 0.50 % 6.27 % 12/20/2029 851,048 844,586 853,712
AZURITY PHARMACEUTICALS, INC. Healthcare & Pharmaceuticals Term Loan B Loan 3M USD SOFR+ 6.62 % 0.75 % 11.49 % 9/20/2027 431,250 424,125 419,391
B&G Foods, Inc. Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.07 % 10/10/2029 533,621 531,858 533,621
BAKELITE UK INTERMEDIATE LTD. Chemicals, Plastics, & Rubber Term Loan (5/24) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.10 % 5/29/2029 1,477,528 1,471,911 1,487,220
Baldwin Insurance Group Holdings, LLC Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 5/26/2031 1,644,400 1,634,073 1,656,733
Belfor Holdings Inc. Services: Consumer Term Loan B-1 (11/23) Loan 1M USD SOFR+ 3.75 % 0.50 % 8.32 % 11/1/2030 1,494,834 1,481,878 1,505,118
Bengal Debt Merger Sub LLC Beverage, Food & Tobacco Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 7.95 % 1/24/2029 1,955,000 1,954,381 1,354,893
Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 6.94 % 4/23/2026 962,019 959,704 960,816
Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 7.44 % 4/23/2026 1,439,044 1,435,048 1,435,447
Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 7.44 % 1/22/2031 1,429,361 1,425,833 1,431,648
Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan B3 Loan 1M USD SOFR+ 2.75 % 0.50 % 7.44 % 12/13/2029 490,047 480,448 491,654
Boost Newco Borrower, LLC (Worldpay) Banking, Finance, Insurance & Real Estate Term Loan (06/24) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.10 % 1/31/2031 500,000 497,765 504,105
Boxer Parent Company, Inc. High Tech Industries Term Loan B (06/24) Loan 3M USD SOFR+ 3.75 % 0.00 % 8.34 % 7/30/2031 1,007,194 1,002,871 1,013,599
BrightSpring Health Services (Phoenix Guarantor) Healthcare & Pharmaceuticals Term Loan (02/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 2/21/2031 967,638 967,638 974,895
48
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/ Number of Shares Cost Fair
Value
BroadStreet Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B-4 Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 6/14/2031 2,903,607 2,901,538 2,918,444
Brookfield WEC Holdings Inc. Energy: Electricity Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 6.92 % 1/27/2031 1,444,069 1,444,069 1,449,008
BROWN GROUP HOLDING, LLC Aerospace & Defense Term Loan B-2 Loan 1M USD SOFR+ 2.75 % 0.00 % 7.32 % 7/1/2031 492,516 482,581 494,771
Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B4 (05/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 11/22/2030 665,004 662,876 666,321
Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B5 (09/24) Loan 1M USD SOFR+ 1.75 % 0.00 % 6.32 % 11/2/2026 567,280 565,840 567,672
BW Gas & Convenience Holdings LLC Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.19 % 3/31/2028 2,418,750 2,405,594 2,431,860
Callaway Golf Company Retail Term Loan B Loan 1M USD SOFR+ 3.00 % 0.00 % 7.57 % 3/16/2030 472,500 468,551 469,939
Calpine Corporation Utilities: Electric Term Loan B10 (01/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 1/31/2031 1,990,000 1,980,789 1,994,259
Camping World, Inc. Retail Term Loan B (5/21) Loan 1M USD SOFR+ 2.50 % 0.75 % 7.19 % 6/5/2028 2,443,038 2,286,576 2,391,392
CAPSTONE BORROWER INC Services: Business Term Loan B (05/24) Loan 3M USD SOFR+ 3.25 % 0.00 % 7.85 % 6/17/2030 874,867 863,792 878,148
CareerBuilder, LLC (c) Services: Business Term Loan B3 Loan 1M USD SOFR+ 2.50 % 0.00 % 7.19 % 7/31/2026 4,046,036 4,032,687 404,604
Castle US Holding Corporation Media: Advertising, Printing & Publishing Term Loan B (USD) Loan 1M USD SOFR+ 3.75 % 0.00 % 8.44 % 1/27/2027 1,934,080 1,929,004 1,075,832
CASTLELAKE AVIATION LLC Aerospace & Defense Term Loan B Loan 3M USD SOFR+ 2.75 % 0.50 % 7.70 % 10/21/2027 982,500 977,381 985,772
CBL & Associates Limited Partnership Retail Term Loan 11/21 Loan 1M USD SOFR+ 2.75 % 1.00 % 7.54 % 11/1/2025 2,246,084 2,087,998 2,097,281
CCC Intelligent Solutions Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 6.94 % 9/16/2028 243,125 242,851 244,280
CCI Buyer, Inc Telecommunications Term Loan Loan 3M USD SOFR+ 4.00 % 0.75 % 8.60 % 12/17/2027 241,250 240,026 242,888
CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 4.25 % 0.50 % 8.92 % 3/5/2028 982,500 948,322 610,378
49
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 3M USD SOFR+ 4.25 % 0.75 % 9.03 % 3/5/2028 965,000 962,597 594,160
CCS-CMGC Holdings, Inc. Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 5.50 % 0.00 % 10.82 % 9/25/2025 2,356,250 2,352,816 693,916
CDK GLOBAL, INC. High Tech Industries Term Loan B (05/24) Loan 3M USD SOFR+ 3.25 % 0.00 % 7.85 % 7/6/2029 992,500 970,171 993,076
CENTURI GROUP, INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.19 % 8/27/2028 616,921 613,354 617,723
Charlotte Buyer, Inc. Services: Business Term Loan B (07/24) Loan 1M USD SOFR+ 4.75 % 0.50 % 9.37 % 2/11/2028 1,477,500 1,409,649 1,488,168
Chemours Company, (The) Chemicals, Plastics, & Rubber Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.50 % 8.07 % 8/18/2028 2,375,719 2,343,004 2,386,600
Churchill Downs Incorporated Hotel, Gaming & Leisure Term Loan B1 (3/21) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.67 % 3/17/2028 482,500 481,987 483,706
CIMPRESS PUBLIC LIMITED COMPANY Media: Advertising, Printing & Publishing Term Loan B1 (05/24) Loan 1M USD SOFR+ 3.00 % 0.50 % 7.57 % 5/17/2028 1,945,049 1,883,424 1,958,023
CITADEL SECURITIES LP Banking, Finance, Insurance & Real Estate Term Loan (10/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 10/31/2031 4,826,890 4,826,890 4,845,280
Citco Funding LLC Banking, Finance, Insurance & Real Estate Term Loan B (06/24) Loan 6M USD SOFR+ 2.75 % 0.50 % 7.31 % 4/27/2028 990,025 986,322 997,450
Clarios Global LP Automotive Term Loan B (07/24) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.07 % 5/6/2030 1,197,000 1,192,203 1,203,739
Claros Mortgage Trust, Inc Banking, Finance, Insurance & Real Estate Term Loan B-1 (11/21) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.17 % 8/9/2026 3,377,586 3,367,642 3,276,258
CLYDESDALE ACQUISITION HOLDINGS, INC. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.18 % 0.50 % 7.75 % 4/13/2029 1,220,000 1,198,551 1,226,686
Columbus McKinnon Corporation Capital Equipment Term Loan (03/24) Loan 3M USD SOFR+ 2.50 % 0.50 % 7.10 % 5/14/2028 366,056 365,561 367,429
Connect Finco SARL Telecommunications Term Loan B (03/24) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.07 % 9/27/2029 2,873,063 2,804,916 2,480,401
Consolidated Communications, Inc. Telecommunications Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.19 % 10/2/2027 2,714,005 2,581,960 2,688,900
50
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
CORAL-US CO-BORROWER LLC Telecommunications Term Loan B-5 Loan 3M USD SOFR+ 2.25 % 0.00 % 7.00 % 1/31/2028 4,000,000 3,992,430 3,985,840
Corelogic, Inc. Services: Business Term Loan (4/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.19 % 6/2/2028 2,425,000 2,418,601 2,409,456
Cortes NP Acquisition Corp (Vertiv) Capital Equipment Term Loan B (05/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.66 % 3/2/2027 1,925,599 1,925,599 1,935,496
Creative Artists Agency, LLC Media: Diversified & Production Term Loan B (09/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 7.32 % 9/12/2031 1,576,094 1,567,369 1,584,857
CROCS INC Consumer goods: Durable Term Loan B (01/24) Loan 1M USD SOFR+ 2.25 % 0.50 % 6.82 % 2/19/2029 862,500 838,623 866,571
Cross Financial Corp Banking, Finance, Insurance & Real Estate Term Loan B2 (10/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 10/24/2031 485,063 483,806 488,700
Crown Subsea Communications Holding, Inc. Construction & Building Term Loan B Loan 1M USD SOFR+ 4.00 % 0.75 % 8.57 % 1/30/2031 2,394,000 2,372,592 2,422,441
CTC Holdings, LP Banking, Finance, Insurance & Real Estate Term Loan (2/22) Loan 3M USD SOFR+ 5.00 % 0.50 % 9.66 % 2/15/2029 2,193,750 2,155,366 2,188,266
CTS Midco, LLC High Tech Industries Term Loan B Loan 3M USD SOFR+ 6.00 % 1.00 % 10.85 % 11/2/2027 1,923,807 1,896,277 1,914,188
Dave & Buster’s Inc. Hotel, Gaming & Leisure Term Loan B (1/24) Loan 1M USD SOFR+ 3.25 % 0.50 % 7.94 % 6/29/2029 762,038 734,081 763,806
DCert Buyer, Inc. High Tech Industries Term Loan Loan 1M USD SOFR+ 4.00 % 0.00 % 8.57 % 10/16/2026 1,443,325 1,443,325 1,411,933
Delek US Holdings, Inc. Utilities: Oil & Gas Term Loan B (11/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.17 % 11/16/2029 5,305,500 5,215,591 5,306,985
Derby Buyer LLC Chemicals, Plastics, & Rubber Term Loan (5/24) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.16 % 11/1/2030 621,875 613,650 623,622
DexKo Global, Inc. (Dragon Merger) Automotive Term Loan (9/21) Loan 3M USD SOFR+ 3.75 % 0.50 % 8.62 % 10/4/2028 975,000 972,491 915,018
Diamond Sports Group, LLC Media: Broadcasting & Subscription 1st Priority Term Loan Loan 1M USD SOFR+ 10.00 % 1.00 % 14.77 % 5/25/2026 35,166 34,709 30,038
DIRECTV FINANCING, LLC Media: Broadcasting & Subscription Term Loan (1/24) Loan 3M USD SOFR+ 5.25 % 0.75 % 10.10 % 8/2/2029 2,974,675 2,957,251 2,929,728
DISCOVERY PURCHASER CORPORATION Chemicals, Plastics, & Rubber Term Loan Loan 3M USD SOFR+ 4.38 % 0.50 % 8.95 % 10/4/2029 1,473,918 1,383,648 1,481,081
51
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Dispatch Acquisition Holdings, LLC Environmental Industries Term Loan B (3/21) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.00 % 3/25/2028 483,750 481,157 460,873
DOMTAR CORPORATION Forest Products & Paper Term Loan 9/21 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.19 % 11/30/2028 3,114,554 3,067,307 3,000,344
DOTDASH MEREDITH, INC. Media: Advertising, Printing & Publishing Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.17 % 12/1/2028 1,911,111 1,770,962 1,923,056
DRI HOLDING INC. Media: Advertising, Printing & Publishing Term Loan (12/21) Loan 1M USD SOFR+ 5.25 % 0.50 % 10.04 % 12/15/2028 3,902,444 3,794,546 3,767,809
DRW Holdings, LLC Banking, Finance, Insurance & Real Estate Term Loan B (06/24) Loan 6M USD SOFR+ 3.50 % 0.00 % 8.59 % 6/17/2031 6,305,000 6,278,762 6,312,881
DTZ U.S. Borrower, LLC Construction & Building 2024-3 Term Loan (09/24) Loan 1M USD SOFR+ 3.25 % 0.50 % 7.82 % 1/31/2030 1,097,250 1,074,013 1,097,250
DTZ U.S. Borrower, LLC Construction & Building Term Loan B1 (06/24) Loan 1M USD SOFR+ 3.00 % 0.50 % 7.57 % 1/31/2030 2,014,107 2,012,682 2,026,695
Dye & Durham Corporation Services: Business Term Loan B (04/24) Loan 3M USD SOFR+ 4.25 % 1.00 % 8.95 % 4/11/2031 1,435,714 1,415,334 1,439,907
EAB Global, Inc. Services: Business Term Loan (08/21) Loan 1M USD SOFR+ 3.25 % 0.50 % 7.82 % 8/16/2028 972,613 970,107 975,530
Echo Global Logistics, Inc. Services: Business Term Loan Loan 1M USD SOFR+ 3.75 % 0.50 % 8.42 % 11/23/2028 1,950,000 1,947,987 1,923,188
Edelman Financial Group Inc., The Banking, Finance, Insurance & Real Estate Term Loan B (05/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 4/7/2028 2,155,371 2,151,733 2,167,700
ELECTRON BIDCO INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 7.69 % 11/1/2028 487,500 486,305 490,396
ELO Touch Solutions, Inc. Media: Diversified & Production Term Loan (12/18) Loan 1M USD SOFR+ 6.50 % 0.00 % 11.19 % 12/14/2025 2,137,656 2,120,001 2,130,089
Embecta Corp Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 7.57 % 3/30/2029 2,993,180 2,946,385 2,962,919
Emrld Borrower LP Capital Equipment Term Loan B (04/23) Loan 6M USD SOFR+ 2.50 % 0.00 % 6.93 % 5/31/2030 992,500 988,384 994,048
Endo Finance Holdings, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 4.00 % 0.50 % 8.57 % 4/23/2031 2,000,000 1,981,375 2,002,500
Endure Digital, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.27 % 2/10/2028 2,418,750 2,413,091 1,615,386
52
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Entain Holdings (Gibraltar) Limited Hotel, Gaming & Leisure Term Loan B3 (5/24) Loan 6M USD SOFR+ 2.75 % 0.50 % 8.01 % 10/31/2029 1,480,034 1,466,934 1,486,517
EOS U.S. FINCO LLC Transportation: Cargo Term Loan Loan 6M USD SOFR+ 6.00 % 0.50 % 11.26 % 10/6/2029 956,250 896,755 674,453
Equiniti Group PLC Services: Business Term Loan B Loan 6M USD SOFR+ 4.50 % 0.50 % 10.01 % 12/11/2028 972,500 966,227 983,441
Evertec Group LLC Banking, Finance, Insurance & Real Estate Term Loan B (09/23) Loan 1M USD SOFR+ 3.25 % 0.50 % 7.84 % 10/30/2030 1,125,000 1,110,023 1,130,625
Fiesta Purchaser, Inc. Beverage, Food & Tobacco First Lien TLB Loan 1M USD SOFR+ 4.00 % 0.00 % 8.57 % 2/12/2031 498,750 494,258 501,618
Finco I LLC Banking, Finance, Insurance & Real Estate Term Loan B (9/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 6/27/2029 2,795,563 2,793,146 2,808,842
First Brands Group, LLC Automotive 1st Lien Term Loan (3/21) Loan 3M USD SOFR+ 5.00 % 1.00 % 9.85 % 3/30/2027 4,825,000 4,789,935 4,656,125
First Eagle Investment Management Banking, Finance, Insurance & Real Estate Term Loan B (02/24) Loan 3M USD SOFR+ 3.00 % 0.00 % 7.60 % 3/5/2029 5,066,194 5,058,251 5,081,139
First Student Bidco Inc. Transportation: Consumer Term Loan B Loan 3M USD SOFR+ 3.00 % 0.50 % 7.87 % 7/21/2028 709,476 706,391 712,449
First Student Bidco Inc. Transportation: Consumer Term Loan C Loan 3M USD SOFR+ 3.00 % 0.50 % 7.87 % 7/21/2028 216,966 216,012 217,875
Fitness International, LLC (LA Fitness) Services: Consumer Term Loan B (1/24) Loan 1M USD SOFR+ 5.25 % 1.00 % 9.92 % 2/5/2029 1,194,000 1,163,022 1,197,486
Flutter Financing B.V. Hotel, Gaming & Leisure Term Loan B3 (11/23) Loan 3M USD SOFR+ 2.00 % 0.50 % 6.60 % 11/25/2030 3,721,875 3,712,626 3,741,266
Franchise Group, Inc. Services: Consumer Term Loan B Loan 1M USD SOFR+ 9.00 % 1.00 % 13.74 % 5/6/2025 355,828 350,854 352,270
Franchise Group, Inc. (c) Services: Consumer First Out Term Loan Loan 6M USD SOFR+ 4.75 % 0.75 % 10.39 % 3/10/2026 827,674 825,253 460,543
Franchise Group, Inc. (c) Services: Consumer Term Loan B Loan 3M USD SOFR+ 4.75 % 0.75 % 9.57 % 3/10/2026 3,041,686 2,974,951 1,692,485
Franchise Group, Inc. (d) Services: Consumer Term Loan DIP New Money Loan 1M USD SOFR+ 9.00 % 1.00 % 0.00 % 5/6/2025 - ( 7,194 ) 2,572
Franklin Square Holdings, L.P. Banking, Finance, Insurance & Real Estate Term Loan B (04/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 4/25/2031 4,241,841 4,235,807 4,257,748
Froneri International (R&R Ice Cream) Beverage, Food & Tobacco Term Loan B4 (10/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 9/16/2031 1,915,000 1,914,548 1,912,855
53
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Garrett LX III S.a r.l. Automotive Term Loan Loan 3M USD SOFR+ 2.75 % 0.50 % 7.34 % 4/30/2028 1,455,000 1,451,205 1,464,094
Gemini HDPE LLC Chemicals, Plastics, & Rubber Term Loan B (12/20) Loan 3M USD SOFR+ 3.00 % 0.50 % 7.85 % 12/31/2027 2,101,237 2,092,761 2,102,813
Genesee & Wyoming, Inc. Transportation: Cargo Term Loan B (03/24) Loan 3M USD SOFR+ 2.00 % 0.00 % 6.60 % 4/10/2031 1,500,000 1,492,864 1,503,900
GGP Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.50 % 0.00 % 7.17 % 8/27/2025 2,374,877 2,316,895 2,371,243
GIP Pilot Acquisition Partners, L.P. Energy: Oil & Gas Term Loan (05/24) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.09 % 10/4/2030 453,688 451,738 456,524
Global Tel*Link Corporation Telecommunications Term Loan (6/24) Loan 1M USD SOFR+ 7.50 % 3.00 % 12.07 % 7/31/2029 4,821,101 4,750,449 4,681,289
Go Daddy Operating Company, LLC High Tech Industries Term Loan B7 Loan 1M USD SOFR+ 1.75 % 0.00 % 6.32 % 5/30/2031 942,594 942,594 943,499
GOLDEN WEST PACKAGING GROUP LLC Forest Products & Paper Term Loan (11/21) Loan 3M USD SOFR+ 5.25 % 0.75 % 10.10 % 12/1/2027 1,800,000 1,791,369 1,494,000
GOTO GROUP, INC. High Tech Industries First Lien Term Loan Loan 1M USD SOFR+ 4.75 % 0.00 % 9.47 % 4/30/2028 1,248,518 784,356 1,108,060
GOTO GROUP, INC. High Tech Industries Second-Out Term Loan (02/24) Loan 1M USD SOFR+ 4.75 % 0.00 % 9.47 % 4/30/2028 1,724,144 1,651,504 684,485
Graham Packaging Co Inc Containers, Packaging & Glass Term Loan B (07/24) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.07 % 8/4/2027 830,576 827,963 833,766
Great Outdoors Group, LLC Retail Term Loan B2 Loan 1M USD SOFR+ 3.75 % 0.75 % 8.44 % 3/6/2028 962,725 960,449 966,133
Griffon Corporation Consumer goods: Durable Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 1/24/2029 142,813 142,636 143,438
Grosvenor Capital Management Holdings, LLLP Banking, Finance, Insurance & Real Estate Term Loan B (5/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 2/25/2030 2,793,711 2,793,267 2,806,283
Groupe Solmax Inc. Environmental Industries Term Loan (6/21) Loan 1M USD SOFR+ 4.75 % 0.75 % 9.44 % 5/27/2028 2,418,409 2,123,407 2,220,197
GYP HOLDINGS III CORP. Construction & Building Term Loan (1/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 5/12/2030 247,505 246,479 247,299
Hertz Corporation (The) Transportation: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.00 % 8.34 % 6/30/2028 2,088,230 2,037,051 1,851,028
54
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Hillman Group Inc. (The) (New) Consumer goods: Durable Term Loan B-1 (2/21) Loan 1M USD SOFR+ 2.25 % 0.50 % 6.82 % 7/14/2028 2,723,502 2,721,899 2,730,665
Hilton Domestic Operating Company Inc. Hotel, Gaming & Leisure Term Loan B 4 Loan 1M USD SOFR+ 1.75 % 0.00 % 6.34 % 11/8/2030 1,500,000 1,496,904 1,508,820
Hilton Grand Vacations Borrower LLC Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.18 % 8/2/2028 500,000 500,000 502,500
HLF Financing SARL (Herbalife) Consumer goods: Non-durable Term Loan Loan 1M USD SOFR+ 6.75 % 0.50 % 11.32 % 4/12/2029 3,077,445 3,075,506 3,038,331
Holley Purchaser, Inc Automotive Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.75 % 8.44 % 11/17/2028 2,195,737 2,190,375 2,143,237
Hudson River Trading LLC Banking, Finance, Insurance & Real Estate Term Loan (10/24) Loan 1M USD SOFR+ 3.00 % 0.00 % 7.63 % 3/29/2030 5,790,000 5,702,726 5,799,669
Hunter Douglas Inc Consumer goods: Durable Term Loan B-1 Loan 3M USD SOFR+ 3.50 % 0.50 % 8.02 % 2/26/2029 2,456,093 2,247,201 2,462,233
Hyperion Refinance S.a.r.l. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.07 % 2/15/2031 2,985,000 2,971,677 2,996,850
Idera, Inc. High Tech Industries Term Loan (06/24) Loan 3M USD SOFR+ 3.50 % 0.75 % 8.07 % 3/2/2028 4,738,026 4,734,054 4,682,733
IMA Financial Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan (10/21) Loan Prime 2.25 % 0.50 % 10.00 % 11/1/2028 2,446,324 2,438,849 2,448,624
INDY US BIDCO, LLC Services: Business Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 8.44 % 3/6/2028 2,176,438 2,175,863 2,166,100
INEOS 226 Ltd. Chemicals, Plastics, & Rubber Term Loan 3/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 8.42 % 3/13/2030 493,750 489,613 493,750
Ineos US Finance LLC Chemicals, Plastics, & Rubber Term Loan C Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 2/18/2030 992,500 984,319 996,847
INEOS US PETROCHEM LLC Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 8.92 % 4/2/2029 2,701,299 2,651,063 2,703,001
Informatica Inc. High Tech Industries Term Loan B (06/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 10/27/2028 487,500 487,456 489,328
Ingram Micro Inc. Wholesale Term Loan B Loan 3M USD SOFR+ 2.75 % 0.00 % 7.56 % 9/17/2031 693,439 689,349 699,507
Inmar, Inc. Services: Business Term Loan (06/23) Loan 3M USD SOFR+ 5.00 % 1.00 % 9.60 % 10/30/2031 3,308,125 3,228,689 3,312,260
55
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Innophos, Inc. Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 3.75 % 0.00 % 8.44 % 2/4/2027 477,500 476,860 474,516
IRB Holding Corporation Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 2.75 % 0.75 % 7.42 % 12/15/2027 492,487 489,079 494,511
Isagenix International, LLC (c) Beverage, Food & Tobacco Term Loan Loan 6M USD SOFR+ 2.50 % 0.00 % 7.15 % 4/13/2028 1,348,264 977,195 235,946
Isolved Inc. Services: Business Term Loan B (11/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 7.84 % 10/15/2030 621,879 616,218 626,356
Jane Street Group Banking, Finance, Insurance & Real Estate Term Loan B (10/24) Loan 3M USD SOFR+ 2.00 % 0.00 % 6.51 % 1/26/2028 3,850,000 3,849,305 3,864,823
Journey Personal Care Corp. Consumer goods: Non-durable Term Loan B Loan 1M USD SOFR+ 4.25 % 0.75 % 9.05 % 3/1/2028 2,902,500 2,862,195 2,905,228
JP Intermediate B, LLC (b) Consumer goods: Non-durable Term Loan 7/23 Loan Prime 6.50 % 1.00 % 14.25 % 11/20/2027 3,413,673 3,401,805 164,300
Kleopatra Finco S.a r.l. Containers, Packaging & Glass Term Loan (1/21) (USD) Loan 6M USD SOFR+ 4.73 % 0.50 % 9.72 % 2/12/2026 1,447,500 1,446,962 1,381,335
Kodiak BP, LLC Construction & Building Term Loan B2 Loan 1M USD SOFR+ 3.25 % 0.75 % 7.94 % 3/13/2028 482,347 481,620 482,467
Kodiak BP, LLC Construction & Building Term Loan B Loan 1M USD SOFR+ 3.75 % 0.00 % 8.32 % 3/13/2028 497,500 495,285 497,420
Koppers Inc Chemicals, Plastics, & Rubber Term Loan B (04/24) Loan 1M USD SOFR+ 3.00 % 0.50 % 7.62 % 4/10/2030 987,550 962,956 992,488
KREF Holdings X LLC Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.35 % 9/1/2027 482,603 477,180 482,603
Lakeland Tours, LLC (c) Hotel, Gaming & Leisure Holdco Fixed Term Loan Loan Fixed 0.00 % 0.00 % 8.00 % 9/27/2027 1,127,568 653,045 146,584
Latham Pool Products, Inc. Consumer goods: Durable Term Loan 2/22 Loan 3M USD SOFR+ 3.75 % 0.50 % 8.49 % 2/23/2029 994,406 980,719 976,388
Lealand Finance Company B.V. (c) Energy: Oil & Gas Exit Term Loan Loan 1M USD SOFR+ 1.00 % 0.00 % 5.69 % 12/31/2027 363,957 363,957 140,123
LHS BORROWER, LLC Construction & Building Term Loan (02/22) Loan 1M USD SOFR+ 4.75 % 0.50 % 9.42 % 2/16/2029 2,456,567 2,110,430 2,362,407
56
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Lifetime Brands, Inc Consumer goods: Non-durable Term Loan Loan 1M USD SOFR+ 5.50 % 1.00 % 10.24 % 8/26/2027 1,597,089 1,592,497 1,547,180
Liquid Tech Solutions Holdings, LLC Services: Business Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 9.55 % 3/17/2028 967,500 965,961 965,081
LOYALTY VENTURES INC. (b) Services: Business Loyalty Ventures Claims Term Loan B Prime 5.50 % 0.50 % 14.00 % 11/3/2027 2,913,525 2,904,521 211,231
LPL Holdings, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 Loan 1M USD SOFR+ 1.75 % 0.00 % 6.52 % 11/11/2026 1,186,065 1,185,668 1,185,816
LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan B (06/24) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.19 % 10/15/2028 1,724,904 1,708,336 1,735,254
LSF11 TRINITY BIDCO INC Aerospace & Defense Term Loan B (06/24) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.09 % 6/14/2030 973,382 961,021 979,466
LSF9 Atlantis Holdings, LLC (A Wireless) Retail Term Loan Extended Loan 3M USD SOFR+ 5.25 % 0.75 % 9.85 % 3/31/2029 2,706,059 2,641,182 2,732,280
Lumen Technologies Inc Telecommunications Term Loan B1 (3/24) Loan 1M USD SOFR+ 2.35 % 2.00 % 7.04 % 4/15/2029 1,612,346 1,611,691 1,506,544
Lumen Technologies Inc Telecommunications Term Loan B2 (3/24) Loan 1M USD SOFR+ 2.35 % 2.00 % 7.04 % 4/15/2030 1,612,346 1,611,682 1,493,435
MAGNITE, INC. Services: Business Term Loan B (09/24) Loan 1M USD SOFR+ 3.75 % 0.00 % 8.32 % 2/6/2031 3,241,875 3,212,215 3,274,294
Marriott Ownership Resorts, Inc. Hotel, Gaming & Leisure Term Loan B (3/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 4/1/2031 1,313,781 1,313,781 1,315,016
Match Group, Inc, The Services: Consumer Term Loan (1/20) Loan 3M USD SOFR+ 1.75 % 0.00 % 6.71 % 2/13/2027 250,000 249,794 249,688
Max US Bidco Inc. Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 5.00 % 0.50 % 9.57 % 10/3/2030 1,990,000 1,870,928 1,898,460
Mayfield Agency Borrower Inc. (FeeCo) Banking, Finance, Insurance & Real Estate Term Loan B (06/24) Loan 1M USD SOFR+ 3.75 % 0.00 % 8.32 % 2/28/2028 3,415,608 3,345,894 3,435,521
McGraw-Hill Education, Inc. Media: Advertising, Printing & Publishing Term Loan B Loan 3M USD SOFR+ 4.00 % 0.50 % 8.60 % 8/1/2031 1,299,171 1,290,698 1,314,709
MedAssets Software Inter Hldg, Inc. High Tech Industries FINThrive Software Intermediate Holdings Inc. Loan 1M USD SOFR+ 4.00 % 0.50 % 9.36 % 12/18/2028 - 5,230 -
Michaels Companies Inc Retail Term Loan B (Magic Mergeco) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.12 % 4/8/2028 2,423,612 2,412,391 1,785,475
57
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
MIWD Holdco II LLC Construction & Building Term Loan B2 (03/24) Loan 1M USD SOFR+ 3.00 % 0.00 % 7.57 % 3/21/2031 498,750 496,372 502,805
MKS Instruments, Inc. High Tech Industries Term Loan B (07/24) Loan 1M USD SOFR+ 2.25 % 0.50 % 6.84 % 8/17/2029 1,336,407 1,334,304 1,343,423
Momentive Performance Materials Inc. Chemicals, Plastics, & Rubber Term Loan (03/23) Loan 1M USD SOFR+ 4.00 % 0.00 % 8.57 % 3/28/2028 492,500 478,031 494,194
Moneygram International, Inc. Services: Business Term Loan B Loan 3M USD SOFR+ 4.75 % 0.50 % 9.68 % 6/1/2030 2,971,316 2,628,009 2,888,683
Mosel Bidco SE High Tech Industries Term Loan B Loan 3M USD SOFR+ 4.50 % 0.50 % 9.10 % 9/28/2030 500,000 495,581 505,625
MPH Acquisition Holdings LLC (Multiplan) Services: Business Term Loan B (08/21) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.03 % 9/1/2028 2,939,394 2,744,556 2,146,081
NAB Holdings, LLC (North American Bancard) Banking, Finance, Insurance & Real Estate Term Loan B (06/24) Loan 3M USD SOFR+ 2.75 % 0.50 % 7.35 % 11/23/2028 2,917,838 2,913,688 2,915,766
Napa Management Services Corp Healthcare & Pharmaceuticals Term Loan B (02/22) Loan 1M USD SOFR+ 5.25 % 0.75 % 9.92 % 2/22/2029 2,947,103 2,483,465 2,733,438
Natgasoline LLC Chemicals, Plastics, & Rubber Term Loan Loan 6M USD SOFR+ 3.50 % 0.00 % 9.02 % 11/14/2025 3,278,801 3,272,511 3,237,816
National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan C 2/21 Loan 3M USD SOFR+ 3.75 % 0.75 % 8.45 % 3/2/2028 87,464 87,236 86,443
National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan 2/21 Loan 1M USD SOFR+ 3.75 % 0.75 % 8.42 % 3/2/2028 2,687,310 2,682,245 2,655,949
Nexstar Broadcasting, Inc. (Mission Broadcasting) Media: Broadcasting & Subscription Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.19 % 9/18/2026 635,091 632,598 636,958
Next Level Apparel, Inc. Retail Term Loan Loan 3M USD SOFR+ 7.50 % 1.00 % 12.89 % 8/9/2026 2,404,573 2,390,217 1,890,595
NortonLifeLock Inc. High Tech Industries Term Loan B (05/24) Loan 1M USD SOFR+ 1.75 % 0.50 % 6.32 % 9/12/2029 973,750 970,732 974,363
Nouryon Finance B.V. Chemicals, Plastics, & Rubber Term Loan B (10/24) Loan 6M USD SOFR+ 3.25 % 0.00 % 7.66 % 4/3/2028 488,548 484,738 493,228
Novae LLC Automotive Term Loan B Loan 1M USD SOFR+ 5.00 % 0.75 % 9.69 % 12/22/2028 1,950,000 1,940,284 1,901,250
Olaplex, Inc. Consumer goods: Non-durable Term Loan (2/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.17 % 2/23/2029 2,448,552 2,369,471 2,313,049
58
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Open Text Corporation High Tech Industries Term Loan B (08/23) Loan 1M USD SOFR+ 1.75 % 0.50 % 6.44 % 1/31/2030 925,633 903,173 926,984
Oxbow Carbon, LLC Metals & Mining Term Loan B (04/23) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.07 % 5/2/2030 493,750 485,406 491,592
PACIFIC DENTAL SERVICES, LLC Healthcare & Pharmaceuticals Term Loan B (02//24) Loan 1M USD SOFR+ 2.75 % 0.00 % 7.36 % 3/17/2031 1,194,000 1,192,946 1,201,833
PACTIV EVERGREEN GROUP HOLDINGS INC. Containers, Packaging & Glass Term Loan B4 (05/24) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.07 % 9/24/2028 921,247 918,888 927,152
Padagis LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.75 % 0.50 % 9.60 % 7/6/2028 941,176 935,433 865,882
PAR PETROLEUM LLC Energy: Oil & Gas Term Loan B Loan 3M USD SOFR+ 3.75 % 0.50 % 8.33 % 2/28/2030 2,464,969 2,443,742 2,445,964
PATAGONIA HOLDCO LLC Telecommunications Term Loan B Loan 3M USD SOFR+ 5.75 % 0.50 % 10.85 % 8/1/2029 2,954,924 2,624,512 2,778,870
Pathway Partners Vet Management Company LLC Services: Business Term Loan Loan 1M USD SOFR+ 3.75 % 0.00 % 8.44 % 3/31/2027 477,821 473,330 400,237
PCI Gaming Authority Hotel, Gaming & Leisure Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 7/18/2031 792,504 791,446 790,895
PEARLS (Netherlands) Bidco B.V. Chemicals, Plastics, & Rubber USD Term Loan (02/22) Loan 3M USD SOFR+ 4.00 % 0.50 % 8.59 % 2/28/2029 976,067 974,938 984,003
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC Healthcare & Pharmaceuticals Term Loan (12/22) Loan 3M USD SOFR+ 3.25 % 0.50 % 8.10 % 12/29/2028 1,463,382 1,459,636 1,419,320
Penn National Gaming, Inc Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.50 % 7.42 % 5/3/2029 977,500 974,252 979,455
Peraton Corp. Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 8.42 % 2/1/2028 5,195,081 5,186,501 4,869,557
PHYSICIAN PARTNERS, LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.00 % 0.50 % 8.74 % 12/23/2028 2,936,095 2,885,602 1,178,108
Pitney Bowes Inc Services: Business Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 8.69 % 3/17/2028 3,869,748 3,851,488 3,908,445
Plastipak Holdings Inc. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 6.82 % 12/1/2028 1,795,294 1,790,211 1,801,183
Playtika Holding Corp. High Tech Industries Term Loan B (3/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 7.44 % 3/13/2028 4,342,500 4,337,712 4,358,350
59
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
PMHC II, INC. Chemicals, Plastics, & Rubber Term Loan (02/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.06 % 4/21/2029 1,960,000 1,953,553 1,958,785
PointClickCare Technologies, Inc. High Tech Industries Term Loan B (10/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 11/3/2031 482,575 481,320 485,591
Polymer Process Holdings, Inc. Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 9.44 % 2/12/2028 4,020,266 3,999,162 4,002,697
Pre-Paid Legal Services, Inc. Services: Consumer Term Loan (12/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 8.44 % 12/15/2028 2,925,000 2,909,258 2,934,331
Prime Security Services Borrower, LLC (ADT) Services: Consumer Term Loan B (04/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.91 % 10/14/2030 1,990,013 1,972,697 1,994,052
PRIORITY HOLDINGS, LLC Services: Consumer Term Loan B (5/24) Loan 1M USD SOFR+ 4.75 % 0.50 % 9.32 % 5/16/2031 2,910,206 2,894,086 2,911,108
PriSo Acquisition Corporation Construction & Building Term Loan (01/21) Loan 3M USD SOFR+ 3.25 % 0.75 % 8.10 % 12/28/2027 482,490 481,373 476,623
Project Leopard Holdings, Inc. (NEW) High Tech Industries Term Loan B (06/22) Loan 3M USD SOFR+ 5.25 % 0.50 % 9.94 % 7/20/2029 982,500 931,073 876,724
Propulsion (BC) Finco Aerospace & Defense Term Loan B (10/24) Loan 3M USD SOFR+ 3.25 % 0.50 % 7.87 % 9/14/2029 744,318 737,577 750,369
PUG LLC Services: Consumer Term Loan B (03/24) Loan 1M USD SOFR+ 4.75 % 0.00 % 9.32 % 3/15/2030 466,953 466,078 466,855
Quartz AcquireCo, LLC High Tech Industries Term Loan B (05/24) Loan 3M USD SOFR+ 2.75 % 0.00 % 7.35 % 6/28/2030 1,238,120 1,229,494 1,242,763
Quikrete Holdings, Inc. Construction & Building Quikrete 3/24 (2031) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.07 % 4/14/2031 995,000 992,642 993,508
R1 RCM INC. Healthcare & Pharmaceuticals Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.36 % 6/21/2029 1,200,000 1,185,480 1,204,200
Rackspace Technology Global, Inc. High Tech Industries Super-Priority Term Loan (03/24) Loan 1M USD SOFR+ 6.25 % 0.75 % 11.00 % 5/15/2028 548,287 543,428 563,069
Rackspace Technology Global, Inc. High Tech Industries Term Loan (3/24) Loan 1M USD SOFR+ 2.75 % 0.75 % 7.50 % 5/15/2028 2,045,392 1,104,879 1,238,751
RAND PARENT LLC Transportation: Cargo Term Loan B Loan 3M USD SOFR+ 3.75 % 0.00 % 8.35 % 3/16/2030 2,462,578 2,389,704 2,473,980
RealPage, Inc. High Tech Industries Term Loan (04/21) Loan 1M USD SOFR+ 3.00 % 0.50 % 7.69 % 4/24/2028 970,000 969,177 963,210
60
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Rent-A-Center, Inc. Retail Term Loan B2 (9/21) Loan 3M USD SOFR+ 2.75 % 0.50 % 7.34 % 2/17/2028 1,845,141 1,818,512 1,849,754
Research Now Group, Inc Media: Advertising, Printing & Publishing Second-Out Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 10.29 % 7/15/2028 2,894,682 2,767,068 2,677,581
Research Now Group, Inc Media: Advertising, Printing & Publishing Term Loan (07/24) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.38 % 7/15/2028 339,588 335,009 339,870
Resideo Funding Inc. Services: Consumer Term Loan B (05/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.59 % 2/11/2028 674,488 674,193 674,772
Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 3M USD SOFR+ 6.50 % 1.00 % 11.37 % 4/30/2027 1,953,393 1,953,393 1,782,471
Restoration Hardware, Inc. Retail Term Loan (9/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.19 % 10/20/2028 3,401,078 3,397,811 3,315,336
Reynolds Consumer Products LLC Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 6.42 % 2/4/2027 1,027,008 1,027,008 1,031,865
Russell Investments US Inst’l Holdco, Inc. (c) Banking, Finance, Insurance & Real Estate Term Loan B PIK (3/24) Loan 3M USD SOFR+ 5.00 % 1.00 % 9.59 % 5/30/2027 5,756,457 5,744,770 5,416,481
RV Retailer LLC Automotive Term Loan Loan 3M USD SOFR+ 3.75 % 0.75 % 8.50 % 2/8/2028 2,905,350 2,874,547 2,706,333
Ryan Specialty Group LLC Banking, Finance, Insurance & Real Estate Term Loan B (09/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 9/15/2031 1,455,934 1,448,107 1,461,029
S&S HOLDINGS LLC Services: Business Term Loan Loan 1M USD SOFR+ 5.00 % 0.50 % 9.70 % 3/10/2028 2,414,925 2,380,406 2,411,061
Sally Holdings LLC Retail Term Loan B Loan 1M USD SOFR+ 1.75 % 0.00 % 6.32 % 2/28/2030 492,500 489,527 491,678
Schweitzer-Mauduit International, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 8.44 % 4/20/2028 949,942 947,430 949,942
Scientific Games Holdings LP Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 3.00 % 0.50 % 7.59 % 4/4/2029 492,500 491,808 493,978
Sedgwick Claims Management Services, Inc. Services: Business Term Loan B 2/23 Loan 3M USD SOFR+ 3.00 % 0.00 % 7.59 % 7/31/2031 987,500 980,541 994,087
SETANTA AIRCRAFT LEASING DAC Aerospace & Defense Term Loan B (05/24) Loan 3M USD SOFR+ 1.75 % 0.00 % 6.35 % 11/5/2028 500,000 499,272 502,145
Sitel Worldwide Corporation Services: Business USD Term Loan (7/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 8.44 % 8/28/2028 1,940,000 1,935,152 1,244,219
61
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
SiteOne Landscape Supply, LLC Services: Business Term Loan B (06/24) Loan 1M USD SOFR+ 1.75 % 0.50 % 6.41 % 3/23/2030 1,260,861 1,256,216 1,264,014
Smyrna Ready Mix Concrete, LLC Construction & Building Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.07 % 4/1/2029 510,361 507,388 513,551
Sparta U.S. HoldCo LLC Chemicals, Plastics, & Rubber Term Loan (04/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 7.91 % 8/2/2030 1,945,000 1,939,725 1,955,036
Specialty Pharma III Inc. Services: Business Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 8.92 % 3/31/2028 1,940,000 1,929,743 1,920,600
Spin Holdco, Inc. Services: Consumer Term Loan 3/21 Loan 3M USD SOFR+ 4.00 % 0.75 % 9.26 % 3/4/2028 2,895,000 2,886,625 2,441,585
SRAM, LLC Consumer goods: Durable Term Loan (05/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 7.44 % 5/12/2028 2,269,091 2,267,265 2,277,600
STANDARD INDUSTRIES INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 1.75 % 0.50 % 6.35 % 9/22/2028 412,750 410,577 414,719
Staples, Inc. Wholesale Term Loan B Loan 3M USD SOFR+ 5.75 % 0.50 % 10.69 % 9/4/2029 4,274,263 4,218,826 4,064,098
Star Parent, Inc. Services: Business Term Loan B (09/23) Loan 3M USD SOFR+ 3.75 % 0.00 % 8.35 % 9/27/2030 1,243,750 1,227,427 1,219,907
Storable, Inc High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.07 % 4/17/2028 486,250 485,953 487,971
Superannuation & Investments US LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.75 % 0.50 % 8.44 % 12/1/2028 972,500 966,461 977,061
SupplyOne, Inc Wholesale Term Loan B (03/24) Loan 1M USD SOFR+ 3.75 % 0.00 % 8.32 % 3/27/2031 497,500 492,777 502,475
Sweetwater Borrower, LLC Retail Term Loan (8/21) Loan 1M USD SOFR+ 4.25 % 0.75 % 8.94 % 8/2/2028 2,116,481 2,050,738 2,137,646
Syncsort Incorporated High Tech Industries Term Loan B (10/21) Loan 3M USD SOFR+ 4.00 % 0.75 % 8.85 % 4/24/2028 2,426,216 2,425,683 2,401,953
Ta TT Buyer LLC Media: Broadcasting & Subscription Term Loan B (6/24) Loan 3M USD SOFR+ 4.75 % 0.50 % 9.35 % 4/2/2029 982,494 975,193 984,646
Tenable Holdings, Inc. Services: Business Term Loan B (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 7.44 % 7/7/2028 972,500 971,438 973,716
Teneo Holdings LLC Banking, Finance, Insurance & Real Estate Term Loan B (03/24) Loan 1M USD SOFR+ 4.75 % 1.00 % 9.32 % 3/13/2031 3,482,500 3,449,222 3,506,460
62
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Ten-X, LLC Banking, Finance, Insurance & Real Estate Term Loan 5/23 Loan 6M USD SOFR+ 6.00 % 0.00 % 10.27 % 5/25/2028 1,865,000 1,865,000 1,701,813
Thor Industries, Inc. Automotive Term Loan B (06/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 11/15/2030 385,981 382,642 387,429
TIBCO Software Inc High Tech Industries Term Loan (Cov-Lite) (10/24) Loan 3M USD SOFR+ 3.75 % 0.50 % 8.31 % 3/21/2031 500,000 499,418 502,155
Torrid LLC Wholesale Term Loan 5/21 Loan 3M USD SOFR+ 5.50 % 0.75 % 10.36 % 6/14/2028 3,154,143 2,816,614 2,860,808
TORY BURCH LLC Retail Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 7.94 % 4/15/2028 2,290,329 2,177,065 2,289,092
Tosca Services, LLC Containers, Packaging & Glass Term Loan A (08/24) Loan 1M USD SOFR+ 5.50 % 1.50 % 10.11 % 11/30/2028 80,509 79,712 82,120
Tosca Services, LLC (c) Containers, Packaging & Glass Superpriority Second-Out Term Loan B Loan 1M USD SOFR+ 1.50 % 0.00 % 6.21 % 11/30/2028 2,704 6,281 2,393
Trans Union LLC Banking, Finance, Insurance & Real Estate Term Loan B7 (02/24) Loan 1M USD SOFR+ 2.00 % 0.50 % 6.57 % 12/1/2028 605,987 605,312 605,987
TRITON WATER HOLDINGS, INC. Beverage, Food & Tobacco Term Loan (03/21) Loan 3M USD SOFR+ 3.25 % 0.50 % 8.12 % 3/31/2028 1,451,255 1,447,149 1,461,138
Tronox Finance LLC Chemicals, Plastics, & Rubber Term Loan B (09/24) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.10 % 9/30/2031 346,923 346,577 348,144
Tronox Finance LLC Chemicals, Plastics, & Rubber Term Loan B (04/24) Loan 3M USD SOFR+ 2.75 % 0.00 % 7.35 % 4/4/2029 1,995,000 1,978,673 2,002,481
TruGreen Limited Partnership Services: Consumer Term Loan Loan 1M USD SOFR+ 4.00 % 0.75 % 8.67 % 11/2/2027 937,456 934,128 905,433
Ultra Clean Holdings, Inc. High Tech Industries Term Loan B (09/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 7.82 % 2/25/2028 1,241,514 1,238,397 1,246,170
Unimin Corporation Metals & Mining Term Loan (12/20) Loan 3M USD SOFR+ 4.00 % 1.00 % 8.85 % 7/31/2026 496,815 485,857 495,573
Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (05/24) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.19 % 1/31/2029 2,409,561 2,407,226 2,415,584
Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 8.85 % 6/25/2029 244,375 239,031 245,394
Vaco Holdings, LLC Services: Business Term Loan (01/22) Loan 1M USD SOFR+ 5.00 % 0.75 % 9.67 % 1/19/2029 2,300,808 2,249,748 2,166,118
63
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
November
30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Vericast Corp. (c) Media: Advertising, Printing & Publishing Extended Term Loan (07/24) Loan 3M USD SOFR+ 7.75 % 1.00 % 12.35 % 6/15/2030 1,291,273 1,290,689 1,222,681
Verifone Systems, Inc. Banking, Finance, Insurance & Real Estate Term Loan (7/18) Loan 3M USD SOFR+ 4.00 % 0.00 % 8.78 % 8/20/2025 1,343,028 1,341,803 1,254,563
Vertex Aerospace Services Corp Aerospace & Defense Term Loan (10/21) Loan 1M USD SOFR+ 2.75 % 0.75 % 7.32 % 12/6/2030 975,175 972,727 977,886
Viasat Inc Telecommunications Term Loan (2/22) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.07 % 3/5/2029 2,944,786 2,893,239 2,565,292
Virtus Investment Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (9/21) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.94 % 9/28/2028 2,582,727 2,578,170 2,581,927
Vistra Operations Company LLC Energy: Electricity 2018 Incremental Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 6.57 % 12/20/2030 1,875,222 1,869,672 1,884,242
VM Consolidated, Inc. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 6.82 % 3/24/2028 1,823,697 1,823,255 1,832,815
Walker & Dunlop, Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.25 % 0.50 % 6.92 % 12/15/2028 492,468 485,253 494,009
Warner Music Group Corp. (WMG Acquisition Corp.) Hotel, Gaming & Leisure Term Loan J Loan 1M USD SOFR+ 1.75 % 0.00 % 6.32 % 1/24/2031 1,250,000 1,249,986 1,248,700
Watlow Electric Manufacturing Company High Tech Industries Term Loan B (03/21) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.09 % 3/2/2028 2,728,183 2,721,055 2,748,153
WeddingWire, Inc. Services: Consumer Term Loan (09/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.07 % 1/29/2028 4,784,879 4,783,712 4,805,837
WEX Inc. Services: Business Term Loan B (11/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 6.69 % 4/1/2028 2,902,913 2,897,842 2,906,541
Windsor Holdings III, LLC Chemicals, Plastics, & Rubber Term Loan B (09/24) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.10 % 8/1/2030 496,256 496,256 501,715
Wyndham Hotels & Resorts, Inc. Hotel, Gaming & Leisure Term Loan (05/24) Loan 1M USD SOFR+ 1.75 % 0.00 % 6.32 % 5/24/2030 990,019 985,956 994,355
Xperi Corporation High Tech Industries Term Loan B (05/24) Loan 1M USD SOFR+ 3.00 % 0.00 % 7.61 % 6/8/2028 1,864,531 1,862,101 1,869,193
Zayo Group, LLC Telecommunications Term Loan 4/22 Loan 1M USD SOFR+ 4.25 % 0.50 % 8.82 % 3/9/2027 975,000 961,738 936,868
ZEBRA BUYER (Allspring) LLC Banking, Finance, Insurance & Real Estate Term Loan 4/21 Loan 3M USD SOFR+ 3.25 % 0.50 % 8.14 % 11/1/2028 1,852,261 1,844,855 1,859,781
64
Saratoga Investment Corp.
CLO 2013-1, Ltd.
Schedule of Investments
November 30, 2024
(unaudited)
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR
Floor Current
Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Zekelman Industries, Inc. Metals & Mining Term Loan B (03/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 6.85 % 1/24/2031 1,446,759 1,445,713 1,451,504
Zest Acquisition Corp. Healthcare & Pharmaceuticals Term Loan (1/23) Loan 3M USD SOFR+ 5.25 % 0.00 % 9.84 % 2/8/2028 1,965,000 1,896,455 1,989,563
Zodiac Pool Solutions Consumer goods: Durable Term Loan (1/22) Loan 1M USD SOFR+ 1.93 % 0.50 % 6.60 % 1/29/2029 486,250 485,654 486,549
TOTAL INVESTMENTS $ 551,522,106 $ 525,731,937
Number
of Shares
Cost
Fair
Value
Cash and cash equivalents
U.S.
Bank Money Market (a)
26,917,052
$ 26,917,052
$ 26,917,052
Total
cash and cash equivalents
26,917,052
$ 26,917,052
$ 26,917,052
(a) Included within cash and cash equivalents in Saratoga CLO’s
Statements of Assets and Liabilities as of November 30, 2024.
(b) As of November 30, 2024, the investment was in default and
on non-accrual status.
(c) Investments include Payment-in-Kind Interest.
(d) All or a portion of this investment has an unfunded commitment
as of November 30, 2024.
LIBOR - London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
1M SOFR - The 1-month SOFR rate as of November 30, 2024 was 4.53%.
3M SOFR - The 3-month SOFR rate as of November 30, 2024 was 4.47%.
6M SOFR - The 6-month SOFR
rate as of November 30, 2024 was 4.38%.
Prime - The Prime Rate as
of November 30, 2024 was 7.75%.
See accompanying notes to financial statements
65
Saratoga Investment Corp. CLO 2013-1,
Ltd.
Schedule of Investments
February 29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Altisource Solutions S.a r.l. Banking, Finance, Insurance & Real Estate Common Stock Equity 15,981 $ - $ 44,587
Envision Parent Inc Healthcare & Pharmaceuticals Common Stock Equity 92,837 - -
Envision Parent Inc Healthcare & Pharmaceuticals Warrants Equity 4,410 175,000 42,998
Isagenix International, LLC Beverage, Food & Tobacco Common Stock Equity 86,398 - -
Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Common Stock Equity 24,320 1,034,581 468,000
URS TOPCO LLC Transportation: Cargo Common Stock Equity 25,330 440,405 465,000
1011778 B.C Unltd Liability Co Beverage, Food & Tobacco Term Loan B (09/23) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 9/12/2030 $ 1,447,500 1,427,292 1,440,002
19TH HOLDINGS GOLF, LLC Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 8.67 % 2/7/2029 2,473,646 2,383,742 2,416,950
888 Acquisitions Limited Hotel, Gaming & Leisure Term Loan B Loan 6M USD SOFR+ 5.25 % 0.00 % 10.82 % 7/8/2028 2,472,826 2,173,473 2,418,745
Adtalem Global Education Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.83 % 8/12/2028 582,329 578,482 583,423
Aegis Sciences Corporation Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 11.08 % 5/9/2025 2,308,370 2,303,734 2,206,410
Agiliti Health Inc. Healthcare & Pharmaceuticals Term Loan B (03/23) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.33 % 5/1/2030 1,674,704 1,662,945 1,668,424
AHEAD DB Holdings, LLC Services: Business Term Loan (04/21) Loan 3M USD SOFR+ 3.75 % 0.75 % 9.20 % 10/18/2027 2,925,000 2,856,780 2,914,031
Air Canada Transportation: Consumer Term Loan B (07/21) Loan 1M USD SOFR+ 3.50 % 0.75 % 8.93 % 8/11/2028 1,970,000 1,853,394 1,970,276
AIS HoldCo, LLC Services: Business Term Loan Loan 3M USD SOFR+ 5.00 % 0.00 % 10.57 % 8/15/2025 4,551,925 4,499,117 4,392,607
AIT Worldwide Logistics Holdings, Inc. Transportation: Cargo Term Loan (04/21) Loan 1M USD SOFR+ 4.75 % 0.75 % 10.17 % 4/6/2028 2,474,684 2,334,728 2,471,590
66
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Alchemy US Holdco 1, LLC Metals & Mining Term Loan Loan 1M USD LIBOR+ 7.32 % 0.00 % 7.42 % 10/10/2025 1,654,803 1,647,646 1,646,943
AlixPartners, LLP Banking, Finance, Insurance & Real Estate Term Loan B (01/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 2/4/2028 243,125 242,907 243,064
Alkermes, Inc. Healthcare & Pharmaceuticals Term Loan B (3/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.93 % 3/12/2026 2,104,577 2,095,205 2,101,947
Allen Media, LLC Media: Diversified & Production Term Loan (7/21) Loan 3M USD SOFR+ 5.50 % 0.00 % 11.00 % 2/10/2027 4,349,069 4,329,175 3,803,870
Alliant Holdings Intermediate, LLC Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.82 % 11/6/2030 803,044 802,787 803,197
Allied Universal Holdco LLC Services: Business Term Loan 4/21 Loan 1M USD SOFR+ 3.75 % 0.50 % 9.18 % 5/12/2028 1,955,000 1,948,856 1,945,948
Alterra Mountain Company (Intrawest Resort Holdings) Hotel, Gaming & Leisure Term Loan B Add-on Loan 1M USD SOFR+ 3.75 % 0.00 % 9.07 % 5/31/2030 250,000 250,000 250,000
Altisource Solutions S.a r.l. (c) Banking, Finance, Insurance & Real Estate Term Loan B (03/18) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.45 % 4/30/2025 1,110,821 1,110,656 877,549
Altium Packaging LLC Containers, Packaging & Glass Term Loan (01/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 1/29/2028 486,250 484,910 483,819
Amer Sports Oyj (MASCOT BIDCO OY) Consumer goods: Durable USD Term Loan B (01/24) Loan 3M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/7/2031 500,000 497,525 499,375
American Axle & Manufacturing Inc. Automotive Term Loan (12/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.92 % 12/13/2029 480,000 467,515 479,798
American Greetings Corporation Media: Advertising, Printing & Publishing Term Loan (01/23) Loan 1M USD SOFR+ 6.00 % 1.00 % 11.33 % 4/5/2028 2,982,733 2,981,076 2,983,478
American Trailer World Corp Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 3/3/2028 1,357,439 1,355,695 1,323,788
AmWINS Group, LLC Banking, Finance, Insurance & Real Estate Term Loan 2/21 Loan 1M USD SOFR+ 2.25 % 0.75 % 7.69 % 2/17/2028 1,940,029 1,924,089 1,930,484
Anastasia Parent LLC Consumer goods: Non-durable Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 9.36 % 8/11/2025 947,500 946,257 681,859
Anchor Packaging, LLC Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 7/18/2026 1,959,296 1,939,016 1,955,632
ANI Pharmaceuticals, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 6.00 % 0.75 % 11.44 % 11/19/2027 2,940,000 2,901,304 2,940,000
AP Core Holdings II LLC High Tech Industries Term Loan B1 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 9/1/2027 1,775,000 1,757,513 1,734,317
AP Core Holdings II LLC High Tech Industries Term Loan B2 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 9/1/2027 500,000 495,081 487,320
APEX GROUP TREASURY LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 3M USD SOFR+ 5.00 % 0.50 % 10.32 % 7/26/2028 495,000 468,246 494,381
Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 5/15/2026 2,908,629 2,890,508 2,857,728
Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 (2/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 3/6/2028 972,500 966,275 943,325
AppLovin Corporation High Tech Industries Term Loan (10/21) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 10/21/2028 1,473,750 1,471,272 1,474,207
AppLovin Corporation High Tech Industries Term Loan (08/23) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 8/15/2030 969,617 969,617 970,374
AqGen Ascensus, Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 8/2/2028 500,000 496,312 496,375
Aramark Services, Inc. Services: Consumer Term Loan B (4/21) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 4/1/2028 1,753,715 1,748,558 1,750,436
Aramark Services, Inc. Services: Consumer Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 7.19 % 1/15/2027 2,331,250 2,292,785 2,324,699
67
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
ARC FALCON I INC. Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 9/23/2028 981,274 978,810 972,550
Arches Buyer Inc. Services: Consumer Term Loan B Loan 1M USD SOFR+ 3.25 % 0.50 % 8.68 % 12/6/2027 1,469,697 1,463,299 1,405,398
ARCIS GOLF LLC Services: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 11/24/2028 497,980 493,335 498,602
Aretec Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 4.50 % 0.00 % 9.93 % 8/9/2030 2,642,718 2,627,451 2,651,650
Aspire Bakeries Holdings, LLC Beverage, Food & Tobacco Term loan Loan 1M USD SOFR+ 4.25 % 0.00 % 9.57 % 12/13/2030 900,000 891,160 900,000
Asplundh Tree Expert, LLC Services: Business Term Loan 2/21 Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 9/7/2027 967,500 965,030 966,068
AssuredPartners Capital, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (2/20) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 2/12/2027 979,592 977,377 979,866
Assuredpartners Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 2/12/2027 491,250 490,654 491,250
Assuredpartners Inc. Banking, Finance, Insurance & Real Estate Incremental Term Loan (7/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 2/12/2027 975,000 975,000 975,000
Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B10 Loan 1M USD SOFR+ 4.00 % 0.00 % 9.43 % 8/19/2028 1,975,000 1,895,414 1,957,719
Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B8 Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 12/18/2026 2,934,604 2,928,879 2,915,442
ATHENAHEALTH GROUP INC. Healthcare & Pharmaceuticals Term Loan B (2/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.58 % 2/15/2029 1,317,171 1,313,077 1,304,619
Avolon TLB Borrower 1 (US) LLC Capital Equipment Term Loan B6 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.32 % 6/22/2028 1,483,750 1,429,872 1,483,038
Axalta Coating Systems US Holdings Chemicals, Plastics, & Rubber Term Loan B (08/23) Loan 3M USD SOFR+ 2.50 % 0.50 % 7.85 % 12/20/2029 867,888 860,595 868,183
AZURITY PHARMACEUTICALS, INC. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 6.62 % 0.75 % 12.06 % 9/20/2027 450,000 440,909 445,500
B&G Foods, Inc. Beverage, Food & Tobacco Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 10/10/2026 556,042 553,804 553,540
BAKELITE UK INTERMEDIATE LTD. Chemicals, Plastics, & Rubber Term Loan Loan 3M USD SOFR+ 4.00 % 0.50 % 9.50 % 5/29/2029 985,000 981,238 980,075
Baldwin Risk Partners, LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 10/14/2027 1,960,048 1,946,212 1,946,171
Barnes Group Inc. Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 3.00 % 0.00 % 8.43 % 8/9/2030 249,375 247,649 249,500
Bausch Health Companies Inc. Healthcare & Pharmaceuticals Term Loan B (1/22) Loan 1M USD SOFR+ 5.25 % 0.50 % 10.67 % 2/1/2027 1,850,000 1,710,365 1,465,552
Belfor Holdings Inc. Services: Consumer Term Loan B-1 (11/23) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.08 % 10/25/2030 1,600,000 1,584,928 1,602,000
Belron Finance US LLC Automotive Term Loan B Loan 3M USD SOFR+ 2.00 % 0.50 % 7.58 % 4/13/2028 1,945,000 1,945,000 1,943,172
Belron Finance US LLC Automotive Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.66 % 4/18/2029 248,750 248,750 248,544
Bengal Debt Merger Sub LLC Beverage, Food & Tobacco Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.70 % 1/24/2029 1,970,000 1,969,251 1,852,785
Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 4/23/2026 1,450,228 1,444,650 1,439,352
Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 4/23/2026 969,620 966,168 962,348
Blue Tree Holdings, Inc. Chemicals, Plastics, & Rubber Term Loan (2/21) Loan 3M USD SOFR+ 2.50 % 0.00 % 8.11 % 3/4/2028 972,500 971,083 967,229
68
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 1/22/2031 1,440,189 1,436,033 1,437,942
Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan B3 Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 12/13/2029 493,769 482,991 493,833
Boost Newco Borrower, LLC (Worldpay) Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 1/31/2031 500,000 497,629 501,460
Boxer Parent Company, Inc. High Tech Industries Term Loan USD (11/23) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.58 % 12/29/2028 1,012,255 1,007,334 1,015,018
BrightSpring Health Services (Phoenix Guarantor) Healthcare & Pharmaceuticals Term Loan (02/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/21/2031 972,500 972,500 961,355
BroadStreet Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B3 Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 1/22/2027 2,918,464 2,915,588 2,913,007
Brookfield WEC Holdings Inc. Energy: Electricity Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 1/17/2031 1,447,688 1,447,688 1,442,028
BROWN GROUP HOLDING, LLC Aerospace & Defense Term Loan B-2 Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 7/1/2029 493,750 483,706 492,856
Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B2 Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 11/15/2030 333,333 332,779 333,393
Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B 3 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 11/1/2026 1,595,639 1,589,524 1,595,910
BW Gas & Convenience Holdings LLC Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 3/31/2028 2,437,500 2,421,791 2,400,938
Callaway Golf Company Retail Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 3/16/2030 496,250 491,660 496,200
Calpine Corporation Utilities: Electric Term Loan B-10 (01/20) Loan 3M USD LIBOR+ 2.00 % 0.00 % 3.87 % 8/12/2026 2,000,000 1,990,000 1,983,760
Camping World, Inc. Retail Term Loan B (5/21) Loan 1M USD SOFR+ 2.50 % 0.75 % 7.94 % 6/5/2028 2,462,025 2,277,630 2,401,238
CAPSTONE BORROWER INC Services: Business Term Loan (06/23) Loan 3M USD SOFR+ 3.75 % 0.00 % 9.10 % 6/15/2030 998,077 984,312 993,396
CareerBuilder, LLC Services: Business Term Loan B3 Loan 3M USD SOFR+ 6.75 % 0.00 % 12.36 % 7/31/2026 3,930,582 3,912,784 589,587
Castle US Holding Corporation Media: Advertising, Printing & Publishing Term Loan B (USD) Loan 3M USD SOFR+ 3.75 % 0.00 % 9.35 % 1/27/2027 1,946,639 1,939,553 1,354,627
CASTLELAKE AVIATION LLC Aerospace & Defense Term Loan B Loan 3M USD SOFR+ 2.75 % 0.50 % 8.40 % 10/21/2027 990,000 983,747 989,228
Catalent Pharma Solutions, Inc. Healthcare & Pharmaceuticals Term Loan B4 Loan 1M USD SOFR+ 3.00 % 0.50 % 8.32 % 2/22/2028 600,000 595,597 601,500
Catalent Pharma Solutions, Inc. Healthcare & Pharmaceuticals Term Loan B3 (2/21) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.43 % 2/22/2028 598,462 587,525 597,588
CBL & Associates Limited Partnership Retail Term Loan 11/21 Loan 1M USD SOFR+ 2.75 % 1.00 % 8.19 % 11/1/2025 2,464,605 2,167,043 2,214,029
CCC Intelligent Solutions Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 7.69 % 9/16/2028 245,000 244,633 244,030
CCI Buyer, Inc Telecommunications Term Loan Loan 3M USD SOFR+ 4.00 % 0.75 % 9.35 % 12/17/2027 243,125 241,678 241,195
CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 4.25 % 0.50 % 9.68 % 3/5/2028 990,000 949,452 920,700
CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 3/5/2028 972,500 969,580 866,741
CCS-CMGC Holdings, Inc. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 5.50 % 0.00 % 10.83 % 9/25/2025 2,375,000 2,368,777 1,863,520
CDK GLOBAL, INC. High Tech Industries Term Loan B (10/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.35 % 7/6/2029 992,500 967,482 994,406
69
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Cengage Learning, Inc. Media: Advertising, Printing & Publishing Term Loan B (6/21) Loan 3M USD SOFR+ 4.75 % 1.00 % 10.33 % 7/14/2026 2,932,500 2,917,832 2,930,682
CENTURI GROUP, INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 8/27/2028 868,330 862,415 868,191
CenturyLink, Inc. Telecommunications Term Loan B (1/20) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 3/15/2027 3,838,165 3,835,627 2,781,480
Charlotte Buyer, Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 5.25 % 0.50 % 10.57 % 2/11/2028 1,485,000 1,404,122 1,487,866
Chemours Company, (The) Chemicals, Plastics, & Rubber Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 8/10/2028 2,393,717 2,355,365 2,345,842
Churchill Downs Incorporated Hotel, Gaming & Leisure Term Loan B1 (3/21) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.43 % 3/17/2028 486,250 485,591 485,642
CIMPRESS PUBLIC LIMITED COMPANY Media: Advertising, Printing & Publishing USD Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 5/17/2028 1,959,849 1,885,810 1,951,676
CITADEL SECURITIES LP Banking, Finance, Insurance & Real Estate Term Loan B (01/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 7/29/2030 4,863,365 4,862,868 4,857,286
Citco Funding LLC Banking, Finance, Insurance & Real Estate Term Loa 1st Lien Incremental Loan 3M USD SOFR+ 3.25 % 0.50 % 8.57 % 4/27/2028 997,500 992,828 997,919
Clarios Global LP Automotive Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 5/6/2030 1,197,000 1,191,616 1,196,629
Claros Mortgage Trust, Inc Banking, Finance, Insurance & Real Estate Term Loan B-1 (11/21) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.92 % 8/9/2026 3,404,430 3,390,583 3,132,076
CLYDESDALE ACQUISITION HOLDINGS, INC. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.68 % 0.50 % 9.10 % 4/13/2029 1,477,500 1,448,088 1,475,343
Columbus McKinnon Corporation Capital Equipment Term Loan (4/21) Loan 3M USD SOFR+ 2.75 % 0.50 % 8.39 % 5/14/2028 406,951 406,326 407,207
Conduent, Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 4.25 % 0.50 % 9.69 % 10/16/2028 2,762,330 2,701,073 2,702,470
Connect Finco SARL Telecommunications Term Loan (1/21) Loan 1M USD SOFR+ 3.50 % 1.00 % 8.83 % 12/11/2026 2,887,500 2,809,993 2,882,678
Consolidated Communications, Inc. Telecommunications Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 10/2/2027 2,714,005 2,553,865 2,544,379
CORAL-US CO-BORROWER LLC Telecommunications Term Loan B-5 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 1/31/2028 4,000,000 3,990,860 3,950,000
Corelogic, Inc. Services: Business Term Loan (4/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 6/2/2028 2,443,750 2,436,006 2,372,344
Cortes NP Acquisition Corp (Vertiv) Capital Equipment Term Loan B (12/23) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 3/2/2027 1,940,138 1,940,138 1,941,903
Creative Artists Agency, LLC Media: Diversified & Production Term Loan B (02/23) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 11/27/2028 1,588,004 1,577,748 1,588,449
CROCS INC Consumer goods: Durable Term Loan B (01/24) Loan 1M USD SOFR+ 2.25 % 0.50 % 7.58 % 2/19/2029 1,230,000 1,190,854 1,230,923
Cross Financial Corp Banking, Finance, Insurance & Real Estate Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.75 % 8.83 % 9/15/2027 487,500 487,355 486,891
Crown Subsea Communications Holding, Inc. Construction & Building Term Loan B (01/24) Loan 3M USD SOFR+ 4.75 % 0.75 % 10.07 % 1/30/2031 2,400,000 2,376,371 2,409,000
CSC Holdings LLC (Neptune Finco Corp.) Media: Broadcasting & Subscription Term Loan B-5 Loan 1M USD LIBOR+ 2.50 % 0.00 % 7.93 % 4/15/2027 480,000 480,000 448,277
CSC Holdings LLC (Neptune Finco Corp.) Media: Broadcasting & Subscription Term Loan 12/22 Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 4/15/2027 2,376,032 2,368,120 2,307,222
CTC Holdings, LP Banking, Finance, Insurance & Real Estate Term Loan B Loan 3M USD SOFR+ 5.00 % 0.50 % 10.48 % 2/15/2029 2,210,625 2,165,966 2,194,045
CTS Midco, LLC High Tech Industries Term Loan B Loan 3M USD SOFR+ 6.00 % 1.00 % 11.57 % 11/2/2027 1,937,017 1,903,074 1,830,481
70
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Daseke Inc Transportation: Cargo Term Loan 2/21 Loan 1M USD SOFR+ 4.00 % 0.75 % 9.44 % 3/5/2028 1,162,500 1,159,080 1,162,860
Dave & Buster’s Inc. Hotel, Gaming & Leisure Term Loan B (1/24) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.63 % 6/29/2029 990,019 949,041 990,791
DCert Buyer, Inc. High Tech Industries Term Loan Loan 1M USD SOFR+ 4.00 % 0.00 % 9.33 % 10/16/2026 1,454,660 1,454,660 1,442,426
Delek US Holdings, Inc. Utilities: Oil & Gas Term Loan B (11/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 11/16/2029 5,346,000 5,244,974 5,325,952
Delos Aircraft DAC Transportation: Consumer Term Loan B Loan 3M USD SOFR+ 2.00 % 0.00 % 7.35 % 10/31/2027 250,000 250,000 250,438
Delta 2 Lux Sarl Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.60 % 1/15/2030 2,000,000 1,991,389 1,997,000
Derby Buyer LLC Chemicals, Plastics, & Rubber Term Loan (09/23) Loan 1M USD SOFR+ 4.25 % 0.50 % 9.58 % 11/1/2030 625,000 616,061 625,394
DexKo Global, Inc. (Dragon Merger) Automotive Term Loan (9/21) Loan 3M USD SOFR+ 3.75 % 0.50 % 9.36 % 10/4/2028 982,500 979,722 978,206
DG Investment Intermediate Holdings 2, Inc. Aerospace & Defense Incremental Term Loan (3/22) Loan 1M USD SOFR+ 4.75 % 0.75 % 10.08 % 3/31/2028 493,750 477,680 492,051
Diamond Sports Group, LLC Media: Broadcasting & Subscription 1st Priority Term Loan Loan 1M USD SOFR+ 10.00 % 1.00 % 15.43 % 5/25/2026 152,224 149,462 146,896
DIRECTV FINANCING, LLC Media: Broadcasting & Subscription Term Loan Loan 3M USD SOFR+ 5.25 % 0.75 % 10.83 % 8/2/2029 3,190,000 3,169,423 3,181,036
DISCOVERY PURCHASER CORPORATION Chemicals, Plastics, & Rubber Term Loan Loan 3M USD SOFR+ 4.38 % 0.50 % 9.71 % 10/4/2029 1,485,028 1,383,712 1,476,207
Dispatch Acquisition Holdings, LLC Environmental Industries Term Loan B (3/21) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.75 % 3/25/2028 487,500 484,443 452,463
DOMTAR CORPORATION Forest Products & Paper Term Loan 9/21 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 11/30/2028 3,243,968 3,187,785 3,163,874
DOTDASH MEREDITH, INC. Media: Advertising, Printing & Publishing Term Loan B Loan 1M USD SOFR+ 4.00 % 0.50 % 9.43 % 11/30/2028 1,974,747 1,809,468 1,955,000
DRI HOLDING INC. Media: Advertising, Printing & Publishing Term Loan (12/21) Loan 1M USD SOFR+ 5.25 % 0.50 % 10.68 % 12/15/2028 3,932,462 3,808,999 3,605,596
DRW Holdings, LLC Banking, Finance, Insurance & Real Estate Term Loan (2/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 3/1/2028 6,370,000 6,338,820 6,354,075
DTZ U.S. Borrower, LLC Construction & Building Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 8/21/2025 198,929 198,685 198,432
DTZ U.S. Borrower, LLC Construction & Building Term Loan (01/23) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.68 % 1/31/2030 2,024,241 2,022,091 1,999,788
DTZ U.S. Borrower, LLC Construction & Building Term Loan (08/23) Loan 1M USD SOFR+ 4.00 % 0.50 % 9.33 % 1/31/2030 1,100,000 1,074,202 1,097,250
EAB Global, Inc. Services: Business Term Loan (08/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 8/16/2028 980,000 976,771 977,344
Echo Global Logistics, Inc. Services: Business Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 11/23/2028 1,965,000 1,962,209 1,926,761
Edelman Financial Group Inc., The Banking, Finance, Insurance & Real Estate Term Loan B (3/21) Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 4/7/2028 2,166,328 2,161,731 2,158,616
Electrical Components Inter., Inc. Capital Equipment Term Loan (6/18) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 6/26/2025 1,868,421 1,868,421 1,861,415
ELECTRON BIDCO INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 8.44 % 11/1/2028 491,250 489,769 490,253
ELO Touch Solutions, Inc. Media: Diversified & Production Term Loan (12/18) Loan 1M USD SOFR+ 6.50 % 0.00 % 11.94 % 12/14/2025 2,522,373 2,488,308 2,485,798
Embecta Corp Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 3/30/2029 2,598,596 2,581,552 2,366,360
71
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Emerson Climate Technologies Inc Services: Business Term Loan B (04/23) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.79 % 5/31/2030 1,000,000 995,376 997,250
Endo Luxembourg Finance Company I S.a.r.l. Healthcare & Pharmaceuticals Term Loan (3/21) Loan Prime 6.00 % 0.75 % 14.50 % 3/27/2028 2,335,285 2,330,451 1,522,606
Endure Digital, Inc. High Tech Industries Term Loan B Loan 6M USD SOFR+ 3.50 % 0.75 % 9.42 % 2/10/2028 2,437,500 2,430,093 2,380,048
Entain Holdings (Gibraltar) Limited Hotel, Gaming & Leisure Term Loan B (10/22) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.95 % 10/30/2029 1,487,496 1,472,128 1,489,355
EOS U.S. FINCO LLC Transportation: Cargo Term Loan Loan 3M USD SOFR+ 5.75 % 0.50 % 11.10 % 10/6/2029 975,000 908,088 871,104
Equiniti Group PLC Services: Business Term Loan B Loan 6M USD SOFR+ 4.50 % 0.50 % 9.93 % 12/11/2028 980,000 973,017 981,470
Evertec Group LLC Banking, Finance, Insurance & Real Estate Term Loan B (09/23) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 10/30/2030 1,125,000 1,108,675 1,123,594
EyeCare Partners, LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 9.39 % 2/18/2027 - 1,951 -
Fiesta Purchaser, Inc. Beverage, Food & Tobacco First Lien TLB Loan 1M USD SOFR+ 4.00 % 0.00 % 9.32 % 2/12/2031 500,000 495,088 499,315
Finco I LLC Banking, Finance, Insurance & Real Estate Term Loan B (08/23) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.31 % 6/27/2029 2,816,795 2,813,980 2,815,386
First Brands Group, LLC Automotive 1st Lien Term Loan (3/21) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.57 % 3/30/2027 4,862,500 4,816,997 4,868,578
First Eagle Investment Management Banking, Finance, Insurance & Real Estate Refinancing Term Loan Loan 3M USD SOFR+ 2.50 % 0.00 % 7.95 % 2/1/2027 5,091,652 5,082,259 5,068,332
First Student Bidco Inc. Transportation: Consumer Term Loan B Loan 3M USD SOFR+ 3.00 % 0.50 % 8.61 % 7/21/2028 715,360 711,800 709,694
First Student Bidco Inc. Transportation: Consumer Term Loan C Loan 3M USD SOFR+ 3.00 % 0.50 % 8.61 % 7/21/2028 216,966 215,877 215,248
Fitness International, LLC (LA Fitness) Services: Consumer Term Loan B (1/24) Loan 1M USD SOFR+ 5.25 % 1.00 % 10.58 % 2/5/2029 1,200,000 1,164,361 1,165,500
Flutter Financing B.V. Hotel, Gaming & Leisure Third Amendment 2028-B Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.86 % 7/21/2028 309,759 304,101 310,103
Flutter Financing B.V. Hotel, Gaming & Leisure Term Loan B3 (11/23) Loan 3M USD SOFR+ 2.25 % 0.50 % 7.70 % 11/25/2030 3,000,000 2,992,850 2,984,370
FOCUS FINANCIAL PARTNERS, LLC Banking, Finance, Insurance & Real Estate Term Loan B7 Loan 1M USD SOFR+ 2.75 % 0.50 % 8.08 % 6/30/2028 1,472,388 1,458,275 1,461,345
Franchise Group, Inc. Services: Consumer First Out Term Loan Loan 6M USD SOFR+ 4.75 % 0.75 % 10.36 % 3/10/2026 799,104 795,310 703,211
Franchise Group, Inc. Services: Consumer Term Loan B Loan 3M USD SOFR+ 4.75 % 0.75 % 10.33 % 3/10/2026 2,977,500 2,874,281 2,612,756
Franklin Square Holdings, L.P. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 8/1/2025 4,263,723 4,255,884 4,258,394
Froneri International (R&R Ice Cream) Beverage, Food & Tobacco Term Loan B-2 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 1/29/2027 1,930,000 1,928,989 1,928,340
Garrett LX III S.a r.l. Automotive Dollar Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.82 % 4/30/2028 1,466,250 1,461,820 1,465,634
Gemini HDPE LLC Chemicals, Plastics, & Rubber Term Loan B (12/20) Loan 3M USD SOFR+ 3.00 % 0.50 % 8.57 % 12/31/2027 2,183,488 2,172,849 2,163,466
Genesee & Wyoming, Inc. Transportation: Cargo Term Loan (11/19) Loan 3M USD SOFR+ 2.00 % 0.00 % 7.45 % 12/30/2026 1,443,750 1,440,683 1,443,577
GGP Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD LIBOR+ 2.50 % 0.00 % 2.96 % 8/27/2025 2,781,634 2,604,347 2,766,864
72
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
GIP Pilot Acquisition Partners, L.P. Energy: Oil & Gas Term Loan Loan 3M USD SOFR+ 3.00 % 0.00 % 8.33 % 10/4/2030 500,000 497,577 499,585
Global Tel*Link Corporation Telecommunications Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 11/29/2025 4,846,612 4,750,154 4,708,290
Go Daddy Operating Company, LLC High Tech Industries Term Loan 2/21 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.44 % 8/10/2027 947,411 947,411 946,984
GOLDEN WEST PACKAGING GROUP LLC Forest Products & Paper Term Loan (11/21) Loan 1M USD SOFR+ 5.25 % 0.75 % 10.69 % 12/1/2027 1,875,000 1,862,167 1,556,250
GOTO GROUP, INC. High Tech Industries First Lien Term Loan Loan 1M USD SOFR+ 4.75 % 0.00 % 10.17 % 4/30/2028 1,254,792 730,596 1,198,326
GOTO GROUP, INC. High Tech Industries Second-Out Term Loan (02/24) Loan 1M USD SOFR+ 4.75 % 0.00 % 10.17 % 4/30/2028 1,732,808 1,646,943 1,199,970
Graham Packaging Co Inc Containers, Packaging & Glass Term Loan (2/21) Loan 1M USD SOFR+ 3.00 % 0.75 % 8.44 % 8/7/2027 945,831 942,144 944,554
Great Outdoors Group, LLC Retail Term Loan B2 Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 3/6/2028 970,169 967,400 969,994
Griffon Corporation Consumer goods: Durable Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.75 % 1/24/2029 144,063 143,842 143,838
Grosvenor Capital Management Holdings, LLLP Banking, Finance, Insurance & Real Estate Amendment 5 Term Loan Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 2/24/2028 2,807,931 2,806,739 2,807,061
Groupe Solmax Inc. Environmental Industries Term Loan (6/21) Loan 3M USD SOFR+ 4.75 % 0.75 % 10.36 % 5/27/2028 2,473,405 2,125,105 2,402,740
GYP HOLDINGS III CORP. Construction & Building Term Loan (1/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 5/12/2030 249,375 248,230 249,375
Harbor Freight Tools USA, Inc. Retail Term Loan B (06/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 10/19/2027 3,344,665 3,330,419 3,319,212
Helix Gen Funding, LLc Energy: Electricity Term Loan Loan 3M USD SOFR+ 4.75 % 1.00 % 10.10 % 12/31/2027 932,597 915,944 933,763
Hertz Corporation (The) Transportation: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.00 % 9.07 % 6/30/2028 500,000 490,436 481,875
Hillman Group Inc. (The) (New) Consumer goods: Durable Term Loan B-1 (2/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 7/14/2028 3,172,373 3,168,887 3,167,266
Hilton Domestic Operating Company Inc. Hotel, Gaming & Leisure Term Loan B 4 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.42 % 11/8/2030 1,500,000 1,496,471 1,501,020
Hilton Grand Vacations Borrower LLC Hotel, Gaming & Leisure Term Loan (3/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 8/2/2028 497,455 497,455 496,834
Hilton Grand Vacations Borrower LLC Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.18 % 8/2/2028 500,000 500,000 499,375
HLF Financing SARL (Herbalife) Consumer goods: Non-durable Term Loan B (08/18) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 8/18/2025 3,116,400 3,113,557 3,044,598
Holley Purchaser, Inc Automotive Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 11/17/2028 2,254,003 2,247,557 2,188,795
Hudson River Trading LLC Banking, Finance, Insurance & Real Estate Term Loan (3/21) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 3/17/2028 5,835,000 5,798,864 5,792,171
Hunter Douglas Inc Consumer goods: Durable Term Loan B-1 Loan 3M USD SOFR+ 3.50 % 0.50 % 8.82 % 2/26/2029 2,474,937 2,235,702 2,442,466
Hyperion Refinance S.a.r.l. Banking, Finance, Insurance & Real Estate Term Loan B Loan 3M USD SOFR+ 3.50 % 0.50 % 8.81 % 2/15/2031 3,000,000 2,985,024 2,983,440
Idera, Inc. High Tech Industries Term Loan (02/21) Loan 3M USD SOFR+ 3.75 % 0.75 % 9.21 % 3/2/2028 4,762,143 4,756,197 4,730,379
IMA Financial Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan (10/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 11/1/2028 2,458,728 2,449,919 2,452,581
INDY US BIDCO, LLC Services: Business Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 3/6/2028 2,193,266 2,192,568 2,119,243
INEOS 226 Ltd. Chemicals, Plastics, & Rubber Term Loan 3/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.18 % 3/13/2030 497,500 492,907 490,450
73
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Ineos US Finance LLC Chemicals, Plastics, & Rubber Term Loan C Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 2/18/2030 995,000 985,838 985,259
INEOS US PETROCHEM LLC Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 4/2/2029 2,714,874 2,657,733 2,667,363
Informatica Inc. High Tech Industries Term Loan B (10/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 10/27/2028 491,250 491,064 491,250
Ingram Micro Inc. Wholesale Term Loan (09/23) Loan 3M USD SOFR+ 3.00 % 0.50 % 8.61 % 6/30/2028 1,095,000 1,087,525 1,093,631
Inmar, Inc. Services: Business Term Loan (06/23) Loan 1M USD SOFR+ 5.50 % 1.00 % 10.83 % 5/1/2026 3,333,250 3,240,468 3,305,117
Innophos, Inc. Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/4/2027 481,250 480,346 475,475
INSTANT BRANDS HOLDINGS INC. Consumer goods: Durable Instant Brands TL Loan Prime 4.00 % 0.75 % 14.50 % 4/7/2028 10,085 10,085 10,085
INSTANT BRANDS HOLDINGS INC. (b) Consumer goods: Durable Term Loan 4/21 Loan Prime 4.00 % 0.75 % 14.50 % 4/7/2028 3,942,576 3,929,234 256,267
INSTANT BRANDS HOLDINGS INC. (c) Consumer goods: Durable PIK DIP Term Loan Loan 1M USD SOFR+ 3.00 % 1.00 % 15.45 % 1/31/2024 1,523,653 1,523,115 1,557,935
IRB Holding Corporation Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 2.75 % 0.75 % 8.18 % 12/15/2027 494,962 490,830 494,101
Isagenix International, LLC (c) Beverage, Food & Tobacco Term Loan Loan 6M USD SOFR+ 2.50 % 0.00 % 2.50 % 4/13/2028 1,258,790 838,779 1,082,559
Isolved Inc. Services: Business Term Loan Loan 6M USD SOFR+ 4.00 % 0.50 % 9.48 % 10/5/2030 625,000 618,886 626,563
Jane Street Group Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 1/26/2028 3,880,000 3,878,565 3,869,602
Journey Personal Care Corp. Consumer goods: Non-durable Term Loan B Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/1/2028 2,925,000 2,876,836 2,850,647
JP Intermediate B, LLC Consumer goods: Non-durable Term Loan 7/23 Loan 3M USD SOFR+ 5.50 % 1.00 % 11.07 % 11/20/2027 3,456,884 3,442,560 276,551
Kleopatra Finco S.a r.l. Containers, Packaging & Glass Term Loan (1/21) (USD) Loan 6M USD SOFR+ 4.73 % 0.50 % 10.27 % 2/12/2026 1,458,750 1,456,824 1,400,400
Kodiak BP, LLC Construction & Building Term Loan Loan 3M USD SOFR+ 3.25 % 0.75 % 8.86 % 3/13/2028 486,159 485,291 485,211
Koppers Inc Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 4/10/2030 995,006 967,558 998,121
KREF Holdings X LLC Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 9/1/2027 486,325 479,475 464,440
Lakeland Tours, LLC (c) Hotel, Gaming & Leisure Holdco Fixed Term Loan Loan Fixed 0.00 % 0.00 % 8.00 % 9/27/2027 1,127,568 568,253 761,108
Lealand Finance Company B.V. (c) Energy: Oil & Gas Exit Term Loan Loan 1M USD SOFR+ 1.00 % 0.00 % 6.44 % 6/30/2025 355,751 355,751 138,149
LHS BORROWER, LLC Construction & Building Term Loan (02/22) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.18 % 2/16/2029 2,475,771 2,084,045 2,310,216
Lifetime Brands, Inc Consumer goods: Non-durable Term Loan Loan 1M USD SOFR+ 5.50 % 1.00 % 10.94 % 8/26/2027 1,659,313 1,653,207 1,595,015
Liquid Tech Solutions Holdings, LLC Services: Business Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 10.19 % 3/17/2028 975,000 972,922 957,938
LOYALTY VENTURES INC. (b) Services: Business Term Loan B Loan Prime 5.50 % 0.50 % 14.00 % 11/3/2027 2,913,525 2,902,171 25,493
LPL Holdings, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 11/11/2026 1,195,404 1,194,671 1,194,125
LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan (01/23) Loan 1M USD SOFR+ 4.25 % 0.50 % 9.68 % 10/14/2028 1,492,500 1,473,942 1,491,754
74
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 10/16/2028 245,625 244,848 244,473
LSF11 TRINITY BIDCO INC Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.32 % 6/14/2030 980,756 967,038 980,756
LSF9 Atlantis Holdings, LLC
(A Wireless) Retail Term Loan (2/24) Loan 1M USD SOFR+ 6.50 % 0.75 % 11.83 % 3/31/2029 2,775,000 2,700,276 2,775,860
MAGNITE, INC. Services: Business Term Loan B (01/24) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 2/6/2031 3,250,000 3,218,266 3,241,875
Marriott Ownership Resorts, Inc. Hotel, Gaming & Leisure Term Loan (11/19) Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 8/29/2025 1,317,074 1,317,074 1,312,543
Match Group, Inc, The Services: Consumer Term Loan (1/20) Loan 3M USD SOFR+ 1.75 % 0.00 % 7.27 % 2/15/2027 250,000 249,741 249,063
Max US Bidco Inc. Beverage, Food & Tobacco Term Loan B Loan 3M USD SOFR+ 5.00 % 0.50 % 10.35 % 10/3/2030 2,000,000 1,870,298 1,832,500
Mayfield Agency Borrower Inc. (FeeCo) Banking, Finance, Insurance & Real Estate First Lien Term Loan B (12/23) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.58 % 2/28/2028 3,432,772 3,346,276 3,432,772
McGraw-Hill Education, Inc. Media: Advertising, Printing & Publishing Term Loan (07/21) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.19 % 7/28/2028 1,955,000 1,940,387 1,946,281
MedAssets Software Inter Hldg, Inc. High Tech Industries Term Loan (11/21) (USD) Loan 1M USD SOFR+ 4.00 % 0.50 % 9.44 % 12/18/2028 491,250 488,835 409,275
Mermaid Bidco Inc. High Tech Industries Term Loan B2 Loan 3M USD SOFR+ 4.50 % 0.75 % 9.88 % 12/22/2027 1,966,412 1,947,595 1,968,870
Michaels Companies Inc Retail Term Loan B (Magic Mergeco) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.86 % 4/8/2028 2,442,400 2,429,364 1,996,417
MKS Instruments, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.82 % 8/17/2029 1,971,537 1,967,675 1,966,253
Momentive Performance Materials Inc. Chemicals, Plastics, & Rubber Term Loan (03/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.83 % 3/28/2028 496,250 479,007 485,084
Moneygram International, Inc. Services: Business Term Loan Loan 3M USD SOFR+ 5.50 % 0.50 % 10.88 % 5/31/2030 2,993,750 2,617,290 2,936,989
Mosel Bidco SE High Tech Industries Term Loan B Loan 3M USD SOFR+ 4.75 % 0.50 % 10.10 % 9/16/2030 500,000 495,262 500,625
MPH Acquisition Holdings LLC (Multiplan) Services: Business Term Loan B (08/21) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.85 % 9/1/2028 2,962,121 2,734,973 2,861,320
NAB Holdings, LLC (North American Bancard) Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 3M USD SOFR+ 2.75 % 0.50 % 8.25 % 11/23/2028 2,940,000 2,935,048 2,929,504
Napa Management Services Corp Healthcare & Pharmaceuticals Term Loan B (02/22) Loan 1M USD SOFR+ 5.25 % 0.75 % 10.68 % 2/22/2029 2,969,773 2,447,043 2,806,436
Natgasoline LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 11/14/2025 3,305,649 3,294,914 3,289,120
National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan 2/21 Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 3/2/2028 2,708,195 2,701,639 2,522,007
National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan C 2/21 Loan 3M USD SOFR+ 3.75 % 0.75 % 9.20 % 3/2/2028 87,464 87,200 81,450
New Trojan Parent, Inc. (c) Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 5.25 % 0.50 % 10.69 % 1/6/2028 - 40,239 -
Nexstar Broadcasting, Inc. (Mission Broadcasting) Media: Broadcasting & Subscription Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 9/18/2026 657,625 654,056 655,705
Next Level Apparel, Inc. Retail Term Loan Loan 1M USD SOFR+ 7.50 % 1.00 % 12.92 % 8/9/2026 2,605,709 2,579,219 2,019,425
NortonLifeLock Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.00 % 0.50 % 7.43 % 9/12/2029 997,195 993,475 994,014
Nouryon Finance B.V. Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.42 % 4/3/2028 497,500 492,525 497,192
75
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Nouryon Finance B.V. Chemicals, Plastics, & Rubber Term Loan (05/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.42 % 4/3/2028 498,747 494,084 498,228
Novae LLC Automotive Term Loan B Loan 3M USD SOFR+ 5.00 % 0.75 % 10.52 % 12/22/2028 1,965,000 1,954,113 1,948,632
Nuvei Technologies Corp. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 12/19/2030 2,100,000 2,084,250 2,100,336
Olaplex, Inc. Consumer goods: Non-durable Term Loan (2/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 2/23/2029 2,467,387 2,376,707 2,249,442
Open Text Corporation High Tech Industries Term Loan B (08/23) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 1/31/2030 1,380,397 1,343,151 1,381,267
Organon & Co. Healthcare & Pharmaceuticals Term Loan USD Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 6/2/2028 2,118,750 2,112,577 2,120,085
Oxbow Carbon, LLC Metals & Mining Term Loan B (04/23) Loan 1M USD SOFR+ 4.00 % 0.50 % 9.43 % 5/2/2030 497,500 488,294 496,669
PACIFIC DENTAL SERVICES, LLC Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 4/21/2028 895,408 894,474 893,734
Pacific Gas & Electric Utilities: Electric Term Loan Loan 1M USD SOFR+ 2.50 % 0.50 % 7.83 % 6/23/2027 250,000 248,893 249,923
PACTIV EVERGREEN GROUP HOLDINGS INC. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 9/20/2028 975,000 971,827 975,994
Padagis LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.75 % 0.50 % 10.34 % 7/6/2028 941,176 934,588 896,471
PAR PETROLEUM LLC Energy: Oil & Gas Term Loan 2/23 Loan 3M USD SOFR+ 4.25 % 0.50 % 9.69 % 2/27/2030 2,483,737 2,460,184 2,482,198
PATAGONIA HOLDCO LLC Telecommunications Term Loan B Loan 3M USD SOFR+ 5.75 % 0.50 % 11.06 % 8/1/2029 1,975,000 1,671,950 1,816,013
Pathway Partners Vet Management Company LLC Services: Business Term Loan Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 3/30/2027 481,544 475,840 411,321
PCI Gaming Authority Hotel, Gaming & Leisure Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 5/29/2026 794,490 793,022 794,156
PEARLS (Netherlands) Bidco B.V. Chemicals, Plastics, & Rubber USD Term Loan (02/22) Loan 3M USD SOFR+ 3.75 % 0.50 % 9.06 % 2/28/2029 982,500 981,042 972,066
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC Healthcare & Pharmaceuticals Term Loan (12/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 12/29/2028 1,474,639 1,470,327 1,325,332
Penn National Gaming, Inc Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 5/3/2029 985,000 981,209 979,720
Peraton Corp. Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 2/1/2028 5,236,340 5,225,013 5,236,340
PHYSICIAN PARTNERS, LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.00 % 0.50 % 9.46 % 12/23/2028 2,958,680 2,899,926 2,608,254
Pitney Bowes Inc Services: Business Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.44 % 3/17/2028 3,899,823 3,878,054 3,880,324
Plastipak Holdings Inc. Containers, Packaging & Glass Term Loan B (11/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.93 % 12/1/2028 1,795,294 1,789,191 1,791,309
Playtika Holding Corp. High Tech Industries Term Loan B (3/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 3/13/2028 4,376,250 4,370,414 4,362,377
PMHC II, INC. Chemicals, Plastics, & Rubber Term Loan (02/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.72 % 4/21/2029 1,975,000 1,967,432 1,926,968
PointClickCare Technologies, Inc. High Tech Industries Term Loan B Loan 3M USD SOFR+ 3.00 % 0.75 % 8.61 % 12/29/2027 486,250 484,831 485,642
Polymer Process Holdings, Inc. Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 10.19 % 2/12/2028 5,348,750 5,313,507 5,071,310
Pre-Paid Legal Services, Inc. Services: Consumer Term Loan (12/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 12/15/2028 2,947,500 2,929,343 2,939,512
76
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Presidio, Inc. Services: Business Term Loan B (1/20) Loan 3M USD SOFR+ 3.50 % 0.00 % 8.91 % 1/22/2027 482,500 482,164 483,103
Prime Security Services Borrower, LLC (ADT) Services: Consumer Term Loan B (10/23) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.83 % 10/11/2030 2,000,000 1,980,728 1,998,300
PRIORITY HOLDINGS, LLC Services: Consumer Term Loan Loan 1M USD SOFR+ 5.75 % 1.00 % 11.19 % 4/27/2027 2,925,000 2,906,770 2,921,344
PriSo Acquisition Corporation Construction & Building Term Loan (01/21) Loan 3M USD SOFR+ 3.25 % 0.75 % 8.84 % 12/28/2027 486,242 484,862 472,311
Project Leopard Holdings, Inc. (NEW) High Tech Industries Term Loan B (06/22) Loan 3M USD SOFR+ 5.25 % 0.50 % 10.66 % 7/20/2029 990,000 931,883 907,711
Propulsion (BC) Finco Aerospace & Defense Term Loan Loan 3M USD SOFR+ 3.75 % 0.50 % 9.10 % 9/14/2029 750,000 742,504 748,748
PUG LLC Services: Consumer Term Loan B (02/20) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 2/12/2027 475,176 474,168 466,010
Quartz AcquireCo, LLC High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 6/28/2030 997,500 988,167 996,253
QUEST BORROWER LIMITED High Tech Industries Term Loan (1/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.71 % 2/1/2029 1,970,000 1,954,941 1,552,734
R1 RCM INC. Healthcare & Pharmaceuticals Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.36 % 6/21/2029 1,200,000 1,185,480 1,200,000
R1 RCM INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 6/21/2029 1,200,000 1,185,733 1,200,000
Rackspace Technology Global, Inc. High Tech Industries Term Loan (1/21) Loan 1M USD SOFR+ 2.75 % 0.75 % 8.19 % 2/15/2028 2,944,353 2,869,199 1,278,173
RAND PARENT LLC Transportation: Cargo Term Loan B Loan 3M USD SOFR+ 4.25 % 0.00 % 9.60 % 3/16/2030 2,481,250 2,400,653 2,476,213
RealPage, Inc. High Tech Industries Term Loan (04/21) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.44 % 4/24/2028 977,500 976,326 950,501
Rent-A-Center, Inc. Retail Term Loan B2 (9/21) Loan 6M USD SOFR+ 3.25 % 0.50 % 9.12 % 2/17/2028 1,860,192 1,827,856 1,856,323
Research Now Group, Inc Media: Advertising, Printing & Publishing Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 11.07 % 12/20/2024 4,252,891 4,231,426 2,426,275
Resideo Funding Inc. Services: Consumer Term Loan (1/21) Loan 1M USD SOFR+ 2.25 % 0.50 % 7.69 % 2/11/2028 1,458,750 1,457,581 1,454,651
Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 3M USD SOFR+ 6.50 % 1.00 % 12.11 % 4/30/2027 1,968,154 1,968,154 1,936,172
Restoration Hardware, Inc. Retail Term Loan (9/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 10/20/2028 3,427,375 3,422,882 3,328,838
Reynolds Consumer Products LLC Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 1/29/2027 1,117,917 1,117,917 1,117,078
Reynolds Group Holdings Inc. Containers, Packaging & Glass Term Loan B2 Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 2/5/2026 1,933,578 1,929,763 1,936,692
Russell Investments US Inst’l Holdco, Inc. Banking, Finance, Insurance & Real Estate Term Loan (10/20) Loan 1M USD SOFR+ 3.50 % 1.00 % 8.93 % 6/2/2025 5,503,217 5,487,956 5,313,356
RV Retailer LLC Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 9.17 % 2/8/2028 2,927,756 2,890,768 2,728,317
Ryan Specialty Group LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.75 % 0.75 % 8.08 % 9/1/2027 1,463,497 1,454,416 1,463,497
S&S HOLDINGS LLC Services: Business Term Loan Loan 3M USD SOFR+ 5.00 % 0.50 % 10.42 % 3/10/2028 2,433,693 2,393,141 2,405,560
Sally Holdings LLC Retail Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 2/28/2030 496,250 492,943 495,421
Schweitzer-Mauduit International, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 4/20/2028 1,297,546 1,293,069 1,294,847
77
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Scientific Games Holdings LP Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 3.25 % 0.50 % 8.58 % 4/4/2029 493,750 492,933 492,516
Sedgwick Claims Management Services, Inc. Services: Business Term Loan B 2/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 2/17/2028 992,500 984,017 993,294
SETANTA AIRCRAFT LEASING DAC Aerospace & Defense Term Loan Loan 3M USD SOFR+ 2.00 % 0.00 % 7.61 % 11/2/2028 1,000,000 998,338 1,000,560
Sitel Worldwide Corporation Services: Business USD Term Loan (7/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 8/28/2028 1,955,000 1,948,734 1,873,144
SiteOne Landscape Supply, LLC Services: Business Term Loan (3/21) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.44 % 3/18/2028 1,267,378 1,261,906 1,267,378
SMG US Midco 2, Inc. Services: Business Term Loan (01/20) Loan 3M USD SOFR+ 2.50 % 0.00 % 8.07 % 1/23/2025 480,000 480,000 479,702
Smyrna Ready Mix Concrete, LLC Construction & Building Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.82 % 4/1/2029 514,217 510,811 514,860
Sotheby’s Services: Business Term Loan (7/21) Loan 3M USD SOFR+ 4.50 % 0.50 % 10.08 % 1/15/2027 3,191,015 3,159,783 3,159,903
Sparta U.S. HoldCo LLC Chemicals, Plastics, & Rubber Term Loan (04/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.69 % 8/2/2028 1,960,000 1,953,602 1,955,453
Specialty Pharma III Inc. Services: Business Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 9.68 % 3/31/2028 1,955,000 1,942,520 1,857,250
Spin Holdco, Inc. Services: Consumer Term Loan 3/21 Loan 3M USD SOFR+ 4.00 % 0.75 % 9.62 % 3/4/2028 2,917,500 2,907,433 2,644,510
SRAM, LLC Consumer goods: Durable Term Loan (05/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 5/12/2028 2,523,636 2,521,215 2,517,327
STANDARD INDUSTRIES INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 7.68 % 9/22/2028 620,250 616,132 619,785
Staples, Inc. Wholesale Term Loan (03/19) Loan 1M USD SOFR+ 5.00 % 0.00 % 10.44 % 4/16/2026 4,296,252 4,227,884 4,185,881
Star Parent, Inc. Services: Business Term Loan B (09/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.35 % 9/19/2030 1,250,000 1,232,293 1,233,600
Storable, Inc High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 4/17/2028 490,000 489,451 489,084
Superannuation & Investments US LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 12/1/2028 980,000 972,893 979,510
Sweetwater Borrower, LLC Retail Term Loan (8/21) Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 8/2/2028 2,197,331 2,118,286 2,186,345
Syncsort Incorporated High Tech Industries Term Loan B (10/21) Loan 3M USD SOFR+ 4.00 % 0.75 % 9.59 % 4/24/2028 2,444,975 2,444,257 2,421,748
Ta TT Buyer LLC Media: Broadcasting & Subscription Term Loan 3/22 Loan 3M USD SOFR+ 5.00 % 0.50 % 10.35 % 4/2/2029 987,475 979,563 987,060
Tenable Holdings, Inc. Services: Business Term Loan B (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 7/7/2028 980,000 978,620 977,962
Teneo Holdings LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 5.25 % 1.00 % 10.68 % 7/15/2025 4,337,912 4,305,238 4,332,490
Ten-X, LLC Banking, Finance, Insurance & Real Estate Term Loan 5/23 Loan 1M USD SOFR+ 6.00 % 0.00 % 11.33 % 5/25/2028 1,880,000 1,879,762 1,809,030
The Dun & Bradstreet Corporation Services: Business Term Loan (01/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.07 % 1/18/2029 1,148,788 1,146,995 1,145,629
Thor Industries, Inc. Automotive Term Loan B2 Loan 1M USD SOFR+ 2.75 % 0.00 % 8.07 % 11/15/2030 847,276 839,124 847,276
Torrid LLC Wholesale Term Loan 5/21 Loan 3M USD SOFR+ 5.50 % 0.75 % 11.11 % 6/14/2028 3,293,297 2,885,799 2,766,369
TORY BURCH LLC Retail Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 4/15/2028 2,308,083 2,173,521 2,279,878
78
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Tosca Services, LLC Containers, Packaging & Glass Term Loan (2/21) Loan 3M USD SOFR+ 3.50 % 0.75 % 9.07 % 8/18/2027 485,000 481,026 403,360
Trans Union LLC Banking, Finance, Insurance & Real Estate Term Loan B7 (02/24) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.33 % 12/1/2028 609,032 608,154 608,161
Transdigm, Inc. Aerospace & Defense Term Loan H Loan 3M USD SOFR+ 3.25 % 0.00 % 8.60 % 2/22/2027 1,973,436 1,970,279 1,977,580
TRITON WATER HOLDINGS, INC. Beverage, Food & Tobacco Term Loan (03/21) Loan 3M USD SOFR+ 3.25 % 0.50 % 8.86 % 3/31/2028 1,462,504 1,457,793 1,435,389
Tronox Finance LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 3/10/2028 346,923 346,548 345,584
Tronox Finance LLC Chemicals, Plastics, & Rubber Incremental Term Loan Loan 3M USD SOFR+ 3.50 % 0.50 % 8.85 % 8/11/2028 2,000,000 1,981,659 1,997,500
TruGreen Limited Partnership Services: Consumer Term Loan Loan 1M USD SOFR+ 4.00 % 0.75 % 9.43 % 10/29/2027 944,761 940,433 912,034
Uber Technologies, Inc. Transportation: Consumer Term Loan 2/23 Loan 3M USD SOFR+ 2.75 % 0.00 % 8.13 % 3/3/2030 395,438 394,559 396,284
Ultra Clean Holdings, Inc. High Tech Industries Incremental Term Loan 3/21 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 8/27/2025 763,480 761,941 764,755
Unimin Corporation Metals & Mining Term Loan (12/20) Loan 3M USD SOFR+ 4.00 % 1.00 % 9.59 % 7/31/2026 496,815 481,603 494,207
United Natural Foods, Inc Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 10/22/2025 1,241,834 1,218,443 1,239,922
Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.69 % 3/15/2026 2,421,809 2,418,336 2,418,031
Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.60 % 6/25/2029 246,250 240,243 246,250
Utz Quality Foods, LLC Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 1/20/2028 1,478,977 1,478,749 1,478,252
Vaco Holdings, LLC Services: Business Term Loan (01/22) Loan 6M USD SOFR+ 5.00 % 0.75 % 10.43 % 1/19/2029 2,318,552 2,260,590 2,287,251
Vericast Corp. (c) Media: Advertising, Printing & Publishing Term Loan (12/23) Loan 3M USD SOFR+ 7.75 % 0.00 % 13.36 % 6/16/2026 1,208,512 1,207,739 1,111,831
Verifone Systems, Inc. Banking, Finance, Insurance & Real Estate Term Loan (7/18) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.59 % 8/20/2025 1,353,744 1,351,272 1,170,988
Vertex Aerospace Services Corp Aerospace & Defense Term Loan (10/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.68 % 12/6/2028 982,538 979,566 982,459
VFH Parent LLC Banking, Finance, Insurance & Real Estate Term Loan (01/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 1/12/2029 2,975,130 2,970,557 2,970,667
Viasat Inc Telecommunications Term Loan (2/22) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.83 % 3/5/2029 2,967,381 2,908,179 2,909,903
Virtus Investment Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (9/21) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 9/28/2028 2,823,409 2,817,201 2,819,880
Vistra Operations Company LLC Energy: Electricity 2018 Incremental Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 12/20/2030 1,889,393 1,880,083 1,880,135
Vizient, Inc Healthcare & Pharmaceuticals Term Loan 4/22 Loan 1M USD SOFR+ 2.25 % 0.50 % 7.68 % 5/16/2029 492,500 488,534 492,731
VM Consolidated, Inc. Construction & Building Term Loan B (01/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 3/24/2028 1,841,374 1,840,186 1,843,676
Vouvray US Finance LLC High Tech Industries Term Loan Loan 1M USD SOFR+ 6.00 % 1.00 % 11.33 % 9/30/2025 466,250 466,250 472,078
Walker & Dunlop, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (12/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 12/15/2028 496,250 487,839 495,009
Warner Music Group Corp. (WMG Acquisition Corp.) Hotel, Gaming & Leisure First Lien TL I (01/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 1/24/2031 1,250,000 1,249,906 1,247,463
79
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Schedule
of Investments
February
29, 2024
Issuer Name Industry Asset Name Asset
Type Reference
Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity
Date Principal/
Number of Shares Cost Fair
Value
Watlow Electric Manufacturing Company High Tech Industries Term Loan B Loan 3M USD SOFR+ 3.75 % 0.50 % 9.33 % 3/2/2028 2,831,632 2,822,010 2,826,337
WeddingWire, Inc. Services: Consumer Term Loan (09/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 1/29/2028 4,808,923 4,806,669 4,784,879
WEX Inc. Services: Business Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 3/31/2028 2,924,849 2,918,448 2,919,379
WildBrain Ltd. Media: Diversified & Production Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/27/2028 3,005,025 2,952,048 2,899,849
Windsor Holdings III, LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 8/1/2030 500,000 500,000 500,390
Wyndham Hotels & Resorts, Inc. Hotel, Gaming & Leisure Term Loan 5/23 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 5/24/2030 995,000 990,380 996,124
Xperi Corporation High Tech Industries Term Loan Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 6/8/2028 1,983,094 1,979,717 1,977,303
Zayo Group, LLC Telecommunications Term Loan 4/22 Loan 1M USD SOFR+ 4.25 % 0.50 % 9.65 % 3/9/2027 982,500 965,514 884,555
ZEBRA BUYER (Allspring) LLC Banking, Finance, Insurance & Real Estate Term Loan 4/21 Loan 3M USD SOFR+ 3.25 % 0.50 % 8.89 % 11/1/2028 1,866,509 1,857,862 1,862,142
Zekelman Industries, Inc. Metals & Mining Term Loan (01/20) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.44 % 1/25/2027 954,029 954,029 953,733
Zest Acquisition Corp. Healthcare & Pharmaceuticals Term Loan (1/23) Loan 1M USD SOFR+ 5.50 % 0.00 % 10.83 % 2/8/2028 1,980,000 1,897,656 1,940,400
Zodiac Pool Solutions Consumer goods: Durable Term Loan (1/22) Loan 1M USD SOFR+ 1.93 % 0.50 % 7.35 % 1/29/2029 490,000 489,237 488,772
TOTAL INVESTMENTS $ 630,995,710 $ 607,551,774
Number of Shares
Cost
Fair Value
Cash and cash equivalents
U.S. Bank Money Market (a)
12,104,832
$ 12,104,832
$ 12,104,832
Total cash and cash equivalents
12,104,832
$ 12,104,832
$ 12,104,832
(a) Included
within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of February 29, 2024.
(b) As
of February 29, 2024, the investment was in default and on non-accrual status.
(c) Investments
include Payment-in-Kind Interest.
LIBOR
- London Interbank Offered Rate
SOFR
- Secured Overnight Financing Rate
1M
USD LIBOR - The 1-month USD LIBOR rate as of February 29, 2024 was 5.44%.
3M USD LIBOR - The 3-month
USD LIBOR rate as of February 29, 2024 was 5.60%.
1M
SOFR - The 1-month SOFR rate as of February 29, 2024 was 5.32%.
3M SOFR - The 3-month SOFR rate as of February 29, 2024 was 5.33%.
6M SOFR
- The 6-month SOFR rate as of February 29, 2024 was 5.27%.
Prime - The Prime Rate as of February 29,
2024 was 8.50%.
See accompanying notes to financial
statements
80
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 Saratoga Investment Corp Senior Loan Fund 2022-1, 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.
On September 30, 2022, SLF 2021 was renamed to
Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”).
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 pays a fixed rate of 10 % per annum and is due and payable in full on October 20, 2033. As of November
30, 2024, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $ 17.6 million and $ 2.5 million, respectively;
and membership interest of $ 17.6 million and $ 2.5 million, respectively. As of November 30, 2024 and February 29, 2024, the Company’s
investment in the unsecured note of SLF JV had a fair value of $ 16.2 million and $ 15.8 million, respectively, and the Company’s
investment in the membership interests of SLF JV had a fair value of $ 4.8 million and $ 9.4 million, respectively.
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 SLF JV.
For the three months ended November 30, 2024 and
November 30, 2023, the Company earned $ 0.4 million and $ 0.4 million, respectively, of interest income related to SLF JV, which is included
in interest income on control investments. For the nine months ended November 30, 2024 and November 30, 2023, the Company earned $ 1.3
million and $ 1.3 million, respectively, of interest income related to SLF JV, which is included in interest income on control investments.
As of November 30, 2024 and February 29, 2024, $ 0.2 million and $ 0.2 million, respectively, of interest income related to SLF JV was included
in interest receivable on the consolidated statements of assets and liabilities.
For the three months ended November 30, 2024 and
November 30, 2023, the Company earned $ 0.9 million and $ 1.3 million, respectively, of dividend income related to SLF JV, which is included
in dividend income on control investments. For the nine months ended November 30, 2024 and November 30, 2023, the Company earned $ 3.2
million and $ 4.7 million, respectively, of dividend income related to SLF JV, which is included in dividend income on control investments.
As of November 30, 2024 and February 29, 2024, $ 0.0 million and $ 0.0 million, respectively, of dividend income related to SLF JV was included
in dividend receivable on the consolidated statements of assets and liabilities.
SLF JV’s initial investment in SLF 2022
was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus 7.00 % per annum and was paid in full on June
9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing.
On October 28, 2022, SLF 2022 issued $ 402.1 million
of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. As
part of the transaction, the Company purchased 87.50 % of the Class E Notes from SLF 2022 with a par value of $ 12.25 million.
As of November 30, 2024 and February 29, 2024, the fair value of these Class E Notes were $ 12.3 million and $ 12.3 million, respectively.
81
Note 6. Income Taxes
SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc.,
SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc.,, SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., and SIA-Vector, Inc. each
100 % owned by the Company, are each filing standalone C Corporation tax returns for U.S. federal and state tax purposes. As separately
regarded entities for tax purposes, these entities are subject to U.S. federal income tax at 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 Corporate 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. In June 2024, SIA-MAC, Inc. and SIA-VR, Inc.
were dissolved.
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 November 30, 2024 and February 29, 2024 were as follows:
November 30,
2024
February 29,
2024
Total deferred tax assets
$ 1,606,915
$ 2,650,580
Total deferred tax liabilities
( 4,649,058 )
( 3,901,995 )
Valuation allowance on net deferred tax assets
( 1,539,238 )
( 2,539,735 )
Net deferred tax liability
$ ( 4,581,381 )
$ ( 3,791,150 )
As of November 30, 2024, the valuation allowance
on deferred tax assets was $ 1.5 million, which represents the federal and state tax effect of net operating losses and unrealized losses
that the Company does not believe will be realized 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
November 30, 2024 includes $ 0.1 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments,
$ 0.0 million income tax provision/benefit from realized gain/(loss) 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 three months ended November 30, 2023 includes
$ 0.4 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $ 0.0 million income
tax provision/benefit from realized gain/(loss) on investments and $ 0.2 million net change in total operating expense, in the consolidated
statement of operations, respectively.
Net income tax expense for the nine months ended
November 30, 2024 includes $ 0.7 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments,
$ 0.0 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 nine months ended November 30, 2023 includes
$ 0.6 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $ 0.0 million income
tax provision/benefit from realized gain/(loss) on investments and ($ 0.0 ) 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.
82
Federal and state income tax (provisions) benefit on investments
for three months ended November 30, 2024 and November 30, 2023:
For the three months ended
For the nine months ended
November 30,
2024
November 30,
2023
November 30,
2024
November 30,
2023
Current
Federal
$ -
$ -
$ -
$ -
State
-
-
-
Net current expense
-
-
-
-
Deferred
Federal
86,609
699,986
677,189
661,245
State
76,892
( 64,192 )
113,042
( 55,512 )
Net deferred expense
163,501
635,794
790,231
605,733
Net tax provision
$ 163,501
$ 635,794
$ 790,231
$ 605,733
Note 7. Agreements and Related Party Transactions
Investment Advisory and Management Agreement
On July 30, 2010, the Company entered into the
Management Agreement with the 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 the Company’s board of directors and/or the Company’s stockholders. Most
recently, on July 8, 2024, the Company’s board of directors approved the renewal of the Management Agreement for an additional one-year
term. Pursuant to the Management Agreement, the Manager implements the Company’s business strategy on a day-to-day basis and performs
certain services for the Company, subject to oversight by the board of directors. The 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, the Company pays the 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.
The incentive management fee consists of the following
two parts:
The first, payable quarterly in arrears, equals
20 % of the Company’s 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, the Manager receives no incentive fee unless our pre-incentive
fee net investment income exceeds the hurdle rate of 1.875%. The Manager will receive 100% 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% 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 the Company’s
“incentive fee capital gains,” which equals the Company’s 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 the 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.
83
For the three months ended November 30, 2024 and November 30, 2023,
the Company incurred $ 4.4 million and $ 4.9 million in base management fees, respectively. For the three months ended November 30, 2024
and November 30, 2023, the Company incurred $ 3.1 million and $ 3.3 million in incentive fees related to pre-incentive fee net investment
income, respectively. For the three months ended November 30, 2024 and November 30, 2023, the Company accrued an expense (benefit) of
$ 0.0 million and ($ 1.0 ) million in incentive fees related to capital gains.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company incurred $ 14.2 million and $ 14.3 million in base management fees, respectively. For the nine months ended
November 30, 2024 and November 30, 2023, the Company incurred $ 11.2 million and $ 9.8 million in incentive fees related to pre-incentive
fee net investment income, respectively. For the nine months ended November 30, 2024 and November 30, 2023, the Company accrued an expense
(benefit) of $ 0.0 million and ($ 5.0 ) 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 November 30, 2024, the base management
fees accrual was $ 4.4 million and the incentive fees accrual was $ 3.1 million and is included in base management and incentive fees payable
in the accompanying consolidated statements of assets and liabilities. As of February 29, 2024, the base management fees accrual was $ 5.0
million and the incentive fees accrual was $ 3.2 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 the Manager, pursuant to which the Manager, as the Company’s
administrator, has agreed to furnish the Company with the facilities and administrative services necessary to conduct day-to-day operations
and provide managerial assistance on the Company’s behalf to those portfolio companies to which the Company is 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 the Company’s board of directors and/or the Company’s stockholders, with the most renewal
occurring on July 8, 2024. Since its inception the amount of expenses payable or reimbursable by the Company under the Administration
Agreement has been subject to a cap that is reviewed annually in connection with the renewal of the Administration Agreement. Most recently,
on August 1, 2024, the Company’s 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 $ 4.3 million to $ 5.0 million,
effective August 1, 2024. The Company’s board of directors will continue to assess the cap on payment or reimbursement of expenses
on an annual basis.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recognized $ 1.3 million and $ 1.1 million in administrator expenses, respectively, pertaining to bookkeeping,
recordkeeping and other administrative services provided to the Company in addition to the Company’s allocable portion of rent and
other overhead related expenses. For the nine months ended November 30, 2024 and November 30, 2023, the Company recognized $ 3.5 million
and $ 2.8 million in administrator expenses, respectively, pertaining to bookkeeping, recordkeeping and other administrative services provided
to the Company in addition to the Company’s allocable portion of rent and other overhead related expenses. As of November 30, 2024
and February 29, 2024, $ 0.8 million and $ 0.5 million, respectively, 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. In addition, and as part of the refinancing, the Saratoga CLO
has also been upsized from $ 300 million in assets to approximately $ 500 million.
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. Investment in Saratoga CLO for additional information.
84
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,
extended its legal maturity to April 2033, and extended the non-call period to February 2022. In addition, and as part of the refinancing,
the Saratoga CLO was 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 November
30, 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.
On June 10, 2024, the Company completed its fifth
refinancing of the Saratoga CLO. This refinancing, among other things, did not extend the Saratoga CLO reinvestment period nor extend
its legal maturity, while adjusting the interest rate of two of the existing Notes. The Issuer issued $ 422.5 million of notes, consisting
of Class A-1-R-4 and Class A-2-R-4. The 2013-1 2024 Reset CLO Notes were issued pursuant to the Indenture with the same Trustee. Proceeds
of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing assets of the Saratoga CLO to redeem the existing Class
A-1-R-3 and Class A-2-R-3 Notes. No other Notes were refinanced as part of this refinancing. The Saratoga CLO paid $ 0.5 million of transaction
costs related to the refinancing.
For the three months ended November 30, 2024
and November 30, 2023, the Company recognized management fee income of $ 0.8 million and $ 0.8 million, respectively, related to the Saratoga
CLO.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recognized management fee income of $ 2.4 million and $ 2.5 million, respectively, related to the Saratoga
CLO.
For the nine months ended November 30, 2024 and
November 30, 2023, 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 invests in the debt or equity interests of collateralized
loan obligations, loan, notes and other debt instruments. The Company records interest income from its investment in an unsecured loan
with SLF JV on an accrual basis and records dividend income from its membership interest when earned. All operating decisions are shared
with a 50 % voting interest in SLF JV.
On October 28, 2022, SLF 2022 issued $ 402.1 million
of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee.
As of November 30, 2024, the Company’s
investment in the SLF JV had a fair value of $ 21.0 million, consisting of an unsecured loan of $ 16.2 million and membership interest
of $ 4.8 million. As of November 30, 2023, the Company’s investment in the SLF JV had a fair value of $ 25.4 million, consisting
of an unsecured loan of $ 17.6 million and membership interest of $ 7.8 million. For the three months ended November 30, 2024, the
Company had $ 0.4 million of interest income related to SLF JV, of which $ 0.2 million was included in interest receivable on the
consolidated statements of assets and liabilities as of November 30, 2024. For the three months ended November 30, 2023, the Company
had $ 0.4 million of interest income related to SLF JV, of which $ 0.2 million was included in interest receivable on the consolidated
statements of assets and liabilities as of November 30, 2023. For the three months ended November 30, 2024, the Company had $ 0.9
million of dividend income related to SLF JV, of which $ 0.0 million was included in dividend receivable on the consolidated
statements of assets and liabilities as of November 30, 2024. For the three months ended November 30, 2023, the Company had $ 1.3
million of dividend income related to SLF JV, of which $ 0.0 million was included in dividend receivable on the consolidated
statements of assets and liabilities and Liabilities as of November 30, 2023.
85
For the nine months ended November 30, 2024, the
Company had $ 1.3 million of interest income related to SLF JV, of which $ 0.2 million was included in interest receivable on the consolidated
statements of assets and liabilities as of November 30, 2024. For the nine months ended November 30, 2023, the Company had $ 1.3 million
of interest income related to SLF JV, of which $ 0.2 million was included in interest receivable on the consolidated statements of assets
and liabilities as of November 30, 2023. For the nine months ended November 30, 2024, the Company had $ 3.2 million of dividend income
related to SLF JV, of which $ 0.0 million was included in dividend receivable on the consolidated statements of assets and liabilities
as of November 30, 2024. For the nine months ended November 30, 2023, the Company had $ 4.7 million of dividend income related to SLF JV,
of which $ 0.0 million was included in dividend receivable on the consolidated statements of assets and liabilities as of November 30,
2023.
As part of the JV CLO trust transaction, the Company
purchased 87.50 % of the Class E Notes from SLF 2022 with a par value of $ 12.25 million.
Note 8. Borrowings
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 160.1 % as of November 30, 2024 and 161.1 % as of February 29, 2024.
Revolving Credit Facilities and Term Facility
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%.
Madison Credit Facility
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, SBIC II LP and SBIC III LP, were pledged
under the Madison Credit Facility to secure our obligations thereunder.
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.
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Encina Credit Facility
On October 4, 2021, the Company entered into the
Credit and Security Agreement (the “Encina Credit Agreement”) relating to a $ 50.0 million senior secured revolving credit
facility with Encina, supported by loans held by SIF II and pledged to the Encina Credit Facility. The terms of the Encina Credit Facility
required a minimum drawn amount of $ 12.5 million at all times during the first six months following the closing date, which increased
to the greater of $ 25.0 million or 50 % of the commitment amount in effect at any time thereafter. Advances under the Encina Credit Facility
originally bore 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 Encina and the Company of a replacement benchmark rate.
On January 27, 2023,
we entered into the first amendment to the Encina Credit Agreement to, among other things:
● increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million;
●
change the underlying benchmark used to compute interest under the Encina Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment;
●
increase the applicable effective margin rate on borrowings from 4.00% to 4.25%;
●
extend the revolving period from October 4, 2024 to January 27, 2026;
●
extend the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to the Encina Facility Increase from $75.0 million to $150.0 million;
●
revise the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and
●
amend the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Encina Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement.
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 November 30, 2024 and February 29, 2024,
there were $ 32.5 million and $ 35.0 million outstanding borrowings under the Encina Credit Facility. During the applicable periods, the
Company was in compliance with all of the limitations and requirements under the Encina Credit Agreement. Financing costs of $ 2.0 million
related to the Encina Credit Facility have been capitalized and are being amortized over the term of the facility, with all existing financing
costs amortized through January 27, 2026 from the date of the amendment and extension.
For the three months ended November 30, 2024 and
November 30, 2023, we recorded $ 0.8 million and $ 0.9 million of interest expense related to the Encina Credit Facility, respectively,
which includes commitment and administrative agent fees. For the three months ended November 30, 2024 and November 30, 2023, we recorded
$ 0.1 million and $ 0.1 million of deferred financing costs related to the Encina 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 November 30, 2024 and November 30, 2023, the weighted average interest rate on the outstanding borrowings under the
Encina Credit Facility was 9.40 % and 9.79 %, respectively, and the average dollar amount of outstanding borrowings under the Encina Credit
Facility was $ 32.5 million and $ 35.0 million, respectively.
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For the nine months ended November 30, 2024 and November 30, 2023,
we recorded $ 2.6 million and $ 3.0 million of interest expense related to the Encina Credit Facility, respectively, which includes commitment
and administrative agent fees. For the nine months ended November 30, 2024 and November 30, 2023, we recorded $ 0.3 million and $ 0.3 million
of deferred financing costs related to the Encina 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 nine months ended November
30, 2024 and November 30, 2023, the weighted average interest rate on the outstanding borrowings under the Encina Credit Facility was
9.73 % and 9.62 %, respectively, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was $ 33.3 million
and $ 38.9 million, respectively.
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. Funds may be borrowed at the greater
of the prevailing one-month SOFR rate, plus an applicable effective margin of 4.25%. In addition, 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.
Our borrowing base under the Encina Credit Facility
is $ 85.1 million subject to the Encina Credit Facility cap of $ 65.0 million at November 30, 2024. 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 U.S. Securities and Exchange Commission (“SEC”). Accordingly, the November 30, 2024 borrowing base relies upon the
valuations set forth in the Quarterly Report on Form 10-Q for the period ended August 31, 2024. 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.
Live Oak Facility
On March 27, 2024, the Company and its wholly
owned special purpose subsidiary, SIF III, entered into a credit and security agreement (the “Live Oak Credit Agreement”),
by and among SIF III, as borrower, the Company, as collateral manager and equityholder, the lenders from time to time parties thereto,
Live Oak, as administrative agent and collateral agent, U.S. Bank National Association, as custodian, and U.S. Bank Trust Company, National
Association, as collateral administrator, relating to Live Oak Credit Facility.
The Live Oak Credit Facility originally provided
for borrowings in U.S. dollars in an aggregate amount of up to $ 50.0 million. During the first two years following the closing date,
SIF III may request one or more increases in the commitment amount from $ 50.0 million to an amount not to exceed $ 150.0 million,
subject to certain terms and conditions and a customary fee. The terms of the Live Oak Credit Agreement require a minimum drawn amount
of $ 12.5 million at all times during the period ending March 27, 2025 and, thereafter, the greater of: (i) $ 25.0 million and
(ii) 50 % of the facility amount in effect at such time. The Live Oak Credit Facility matures on March 27, 2027. Advances are available
during the term of the Live Oak Credit Facility and must be repaid in full at maturity. SIF III may request an extension of the maturity
date by an additional one year, subject to the agreement of the lenders and an extension fee.
On June 14, 2024, the Company entered into the
first amendment to the Live Oak Credit Agreement (the “Amendment”). The Amendment, among other things:
● increased the borrowings available under the Live Oak Credit Facility from up to $ 50.0 million to up to $ 75.0 million, subject to a borrowing base requirement;
●
added new lenders (as identified in the Amendment) to the Live Oak Credit Agreement;
●
replaced administrative agent approval with “Required Lender” (as defined in the Live Oak Credit Agreement) approval with respect to certain matters;
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● replaced Required Lender approval with 100 % lender approval with respect to certain matters; and
●
changed the definition of Required Lender to require the approval of at least two unaffiliated lenders.
Advances under the Live Oak Credit Facility are
subject to a borrowing base calculation, and the Live Oak Credit Facility has various eligibility criteria for loans to be included in
the borrowing base. Advances under the Live Oak Credit Facility bear interest at a floating rate per annum equal to Adjusted Term SOFR
plus an applicable margin between 3.50 % and 4.25 % based on the Live Oak Credit Facility’s utilization. The Live Oak Credit
Agreement also provides for an unused fee of 0.50 % on the unused commitments. SIF III’s obligations to the lenders under the
Live Oak Credit Facility are secured by a first priority security interest in substantially all of SIF III’s assets. In addition,
SIF III’s obligations to the lenders under the Live Oak Credit Facility are secured by a pledge by the Company of its equity interests
in SIF III, which is evidenced by the equity pledge agreement, dated as of March 27, 2024, by and between the Company, as pledgor, and
Live Oak, as collateral agent for the benefit of the secured parties.
In connection with the Live Oak Credit Agreement,
the Company entered into a loan sale and contribution agreement with SIF III, dated as of March 27, 2024, by and between the Company,
as seller, and SIF III, as purchaser, pursuant to which the Company will sell or contribute certain loans held by the Company to SIF III
to be used to support the borrowing base under the Live Oak Credit Facility. The Live Oak Credit Facility permits loan proceeds and excess
cash in SIF III’s collection accounts to be distributed to us at any time based on three business days advance notice, subject to
compliance with various conditions, including the absence of a default or event of default, the absence of an over-advance against the
borrowing base and the absence of a violation of the financial covenants.
As of November 30, 2024 there was $ 20.0 million
in outstanding borrowings under the Live Oak Credit Facility. During the applicable period, the Company was in compliance with all of
the limitations and requirements under the Live Oak Credit Agreement.
For the three months ended November 30, 2024, we recorded $ 0.5 million
of interest expense related to the Live Oak Credit Facility, which includes commitment and administrative agent fees. For the three months
ended November 30, 2024, we recorded $ 0.1 million of deferred financing costs related to the Live Oak Credit Facility. 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 November 30, 2024, the weighted average interest rate on the outstanding borrowings under the Live Oak Credit
Facility was 9.00 %, and the average dollar amount of outstanding borrowings under the Live Oak Credit Facility was $ 20.0 million.
For the nine months ended November 30, 2024, we recorded $ 1.4 million
of interest expense related to the Live Oak Credit Facility, which includes commitment and administrative agent fees. For the nine months
ended November 30, 2024, we recorded $ 0.2 million of deferred financing costs related to the Live Oak Credit Facility. Interest expense
and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations.
During the nine months ended November 30, 2024, the weighted average interest rate on the outstanding borrowings under the Live Oak Credit
Facility was 9.34 %, and the average dollar amount of outstanding borrowings under the Live Oak Credit Facility was $ 17.3 million.
Our borrowing base under the Live Oak Credit Facility
is $ 86.4 million subject to the Live Oak Credit Facility cap of $ 75.0 million at November 30, 2024. 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 U.S. Securities and Exchange Commission (“SEC”). Accordingly, the November 30, 2024 borrowing base relies upon the
valuations set forth in the Quarterly Report on Form 10-Q for the period ended August 31, 2024. 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.
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SBA Debentures
The Company’s wholly owned subsidiaries,
SBIC II LP and SBIC III LP, received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively. Each of the SBIC
Subsidiaries provide up to $ 175.0 million in long-term capital in the form of debentures guaranteed by the SBA. The Company’s wholly
owned subsidiary, SBIC LP, repaid its outstanding debentures and subsequently surrendered its license to the SBA on January 3, 2024, providing
the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. Under current SBIC
regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $ 350.0 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 $ 24.0 million and have average annual fully taxed net income not exceeding $ 8.0 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 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.
The SBIC Subsidiaries are able to borrow funds
from the SBA against each SBIC’s regulatory capital (which generally approximates equity capital in the respective SBIC). The SBIC
Subsidiaries are subject to customary regulatory requirements including but not limited to, a periodic examination by the SBA and requirements
to maintain certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that the SBIC Subsidiaries
will receive SBA-guaranteed debenture funding, which is dependent upon the SBIC Subsidiaries complying with SBA regulations and policies.
The SBA, as a creditor, will have a superior claim to each SBIC Subsidiary’s assets over the Company’s stockholders and debtholders
in the event that the Company liquidates such SBIC Subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued
by the SBIC Subsidiary upon an event of default.
The Company received exemptive relief from the
SEC to permit it to exclude the debentures guaranteed by the SBA of the SBIC Subsidiaries from the definition of senior securities in
the asset coverage test under the 1940 Act. This allows the Company increased flexibility under the asset coverage requirement by permitting
it to borrow up to $ 350.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
As of November 30, 2024, we have funded SBIC II
LP and SBIC III LP with an aggregate total of equity capital of $ 87.5 million and $ 66.7 million, respectively, and have $ 214.0 million
in SBA-guaranteed debentures outstanding, of which $ 175.0 million was held by SBIC II LP and $ 39.0 million held in SBIC III LP.
As noted above, as of November 30, 2024, there
was $ 214.0 million of SBA debentures outstanding and as of February 29, 2024, there was $ 214.0 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 $6.0 million,
and $0.4 million related to the SBA debentures issued by SBIC II LP and SBIC III LP, respectively, have been capitalized and are being
amortized over the term of the commitment and drawdown.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 1.8 million and $ 1.6 million of interest expense related to the SBA debentures, respectively.
For the three months ended November 30, 2024 and November 30, 2023, the Company recorded $ 0.2 million and $ 0.3 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 November 30, 2024 and November 30, 2023 on the outstanding borrowings of the SBA debentures was 3.30 % and 3.25 %,
respectively. During the three months ended November 30, 2024 and November 30, 2023, the average dollar amount of SBA debentures outstanding
was $ 214.0 million and $ 200.4 million, respectively.
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For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 5.3 million and $ 4.6 million of interest expense related to the SBA debentures, respectively.
For the nine months ended November 30, 2024 and November 30, 2023, the Company recorded $ 0.7 million and $ 0.7 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 nine months ended November 30, 2024 and November 30, 2023 on the outstanding borrowings of the SBA debentures was 3.33 % and 3.01 %,
respectively. During the nine months ended November 30, 2024 and November 30, 2023, the average dollar amount of SBA debentures outstanding
was $ 214.0 million and $ 201.7 million, respectively.
Notes
7.75% 2025 Notes
On July 9, 2020, the Company issued $ 5.0 million
in aggregate principal amount of 7.75 % fixed-rate notes due in 2025 (the “7.75% 2025 Notes”) 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% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year. The
7.75% 2025 Notes mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at the Company’s
option subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.3 million related to the 7.75% 2025
Notes have been capitalized and are being amortized over the term of the 7.75% 2025 Notes.
As of November 30, 2024, the total amount of 7.75%
2025 Notes outstanding was $ 5.0 million. The 7.75% 2025 Notes are not listed and have a par value of $ 25.00 per note. The carrying amount
of the outstanding 7.75% 2025 Notes had a fair value of $ 5.0 million, which is based on a market yield analysis and would be classified
as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 7.75% 2025
Notes was $ 5.0 million and $ 5.0 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company 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% 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 November 30, 2024 and November 30, 2023, the average dollar amount of 7.75% 2025 Notes outstanding was $ 5.0 million and $ 5.0 million
respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.3 million and $ 0.3 million, respectively, of interest expense and $ 0.04 million and $ 0.04 million,
respectively, of amortization of deferred financing costs related to the 7.75% 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 nine months
ended November 30, 2024 and November 30, 2023, the average dollar amount of 7.75% 2025 Notes outstanding was $ 5.0 million and $ 5.0 million
respectively.
6.25% 2027 Notes
On December 29, 2020, the Company issued $ 5.0
million in aggregate principal amount of 6.25 % fixed-rate notes due in 2027 (the “6.25% 2027 Notes”). Offering costs
incurred were approximately $ 0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May
31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes mature on December 29, 2027 and may be redeemed
in whole or in part at any time or from time to time at the Company’s option, on or after December 29, 2024. The net proceeds from
the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing
costs of $ 0.1 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes.
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On January 28, 2021, the Company issued an additional
$ 10.0 million in aggregate principal amount of the 6.25% 2027 Notes for net proceeds of $ 9.7 million after deducting underwriting commissions
of approximately $ 0.3 million (the “Additional 6.25% 2027 Notes”). Offering costs incurred were approximately $ 0.1 million.
The Additional 6.25% 2027 Notes are treated as a single series with the existing 6.25% 2027 Notes under the indenture and have the same
terms as the existing 6.25% 2027 Notes. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31
and November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes 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 the Company’s option. The net proceeds from the offering were used
for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.4 million
related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes. The 6.25% 2027 Notes
are not listed and have a par value of $ 25.00 per note.
As of November 30, 2024, the total amount of 6.25% 2027 Notes outstanding
was $ 15.0 million. The 6.25% 2027 Notes are not listed and have a par value of $ 25.00 per note. The carrying amount of the outstanding
6.25% 2027 Notes had a fair value of $ 14.5 million, which is based on a market yield analysis and would be classified as a Level 3 liability
within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 6.25% 2027 Notes was $ 15.0 million
and $ 14.2 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company 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% 2027 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 November 30, 2024 and November 30, 2023 the average dollar amount of 6.25% 2027 Notes outstanding was $ 15.0 million and $ 15.0 million
respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.7 million and $ 0.7 million, respectively, of interest expense and $ 0.05 million and $ 0.05 million,
respectively, of amortization of deferred financing costs related to the 6.25% 2027 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 nine months
ended November 30, 2024 and November 30, 2023 the average dollar amount of 6.25% 2027 Notes outstanding was $ 15.0 million and $ 15.0 million
respectively.
4.375% 2026 Notes
On March 10, 2021, the Company issued $ 50.0 million
in aggregate principal amount of 4.375 % fixed-rate notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $ 49.0 million
after deducting underwriting commissions of approximately $ 1.0 million. Offering costs incurred were approximately $ 0.3 million.
Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The
4.375% 2026 Notes 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 the Company’s investment objective and strategies. Financing costs of $ 1.3 million related to the 4.375%
2026 Notes have been capitalized and are being amortized over the term of the 4.375% 2026 Notes.
On July 15, 2021, the Company issued an additional
$ 125.0 million in aggregate principal amount of the 4.375% 2026 Notes (the “Additional 4.375% 2026 Notes”) for net proceeds
for approximately $ 123.8 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 commissions of $ 2.5 million. Offering costs incurred were approximately $ 0.2 million. The
Additional 4.375% 2026 Notes are treated as a single series with the existing 4.375% 2026 Notes under the indenture and have the same
terms as the existing 4.375% 2026 Notes. 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 the Company’s 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.
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As of November 30, 2024, the total amount of 4.375% 2026 Notes outstanding
was $ 175.0 million. The 4.375% 2026 Notes are not listed and are issued in minimum denominations of $ 2,000 and integral multiples of $ 1,000
in excess thereof. The carrying amount of the outstanding 4.375% 2026 Notes had a fair value of $ 168.0 million, which is based on a market
yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount
and fair value of the 4.375% 2026 Notes was $ 175.0 million and $ 163.4 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 1.9 million and $ 1.9 million, respectively, of interest expense, $ 0.1 million and $ 0.1 million,
respectively, of amortization of deferred financing costs and $ 0.08 million and $ 0.08 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 November 30, 2024 and November 30, 2023, the average dollar amount of 4.375% 2026
Notes outstanding was $ 175.0 million and $ 175.0 million, respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 5.7 million and $ 5.7 million, respectively, of interest expense, $ 0.4 million and $ 0.4 million,
respectively, of amortization of deferred financing costs and $ 0.2 million and $ 0.2 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 nine months ended November 30, 2024 and November 30, 2023, the average dollar amount of 4.375% 2026
Notes outstanding was $ 175.0 million and $ 175.0 million, respectively.
4.35% 2027 Notes
On January 19, 2022, the Company issued $ 75.0
million in aggregate principal amount of 4.35 % fixed-rate notes due in 2027 (the “4.35% 2027 Notes”) 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% 2027 Notes, after deducting the
underwriting commissions of approximately $ 1.5 million. Offering costs incurred were approximately $ 0.3 million. Interest on
the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year. The 4.35% 2027 Notes
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 the Company’s investment objective and strategies. Financing costs of $ 1.8 million related to the
4.35% 2027 Notes have been capitalized and are being amortized over the term of the 4.35% 2027 Notes.
As of November 30, 2024, the total amount of 4.35% 2027 Notes outstanding
was $ 75.0 million. The 4.35% 2027 Notes are not listed. The carrying amount of the outstanding 4.35% 2027 Notes had a fair value of $ 69.8
million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As
of February 29, 2024, the carrying amount and fair value of the 4.35% 2027 Notes was $ 75.0 million and $ 64.5 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.8 million and $ 0.8 million, respectively, of interest expense, $ 0.1 million and $ 0.1 million,
respectively, of amortization of deferred financing costs and $ 0.02 million and $ 0.02 million, respectively, of amortization of on issuance
of the 4.35% Notes due 2027 (inclusive of the issuance of the Additional 4.35% 2027 Notes). Interest expense, amortization of deferred
financing costs, and amortization of discount on issuance of notes and deferred financing costs are reported as interest and debt financing
expense on the consolidated statements of operations. During the three months ended November 30, 2024 and November 30, 2023, the average
dollar amount of 4.35% 2027 Notes outstanding was $ 75.0 million and $ 75.0 million, respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 2.4 million and $ 2.4 million, respectively, of interest expense, $ 0.3 million and $ 0.3 million,
respectively, of amortization of deferred financing costs and $ 0.08 million and $ 0.08 million, respectively, of amortization of on issuance
of the 4.35% Notes due 2027 (inclusive of the issuance of the Additional 4.35% 2027 Notes). Interest expense, amortization of deferred
financing costs, and amortization of discount on issuance of notes and deferred financing costs are reported as interest and debt financing
expense on the consolidated statements of operations. During the nine months ended November 30, 2024 and November 30, 2023, the average
dollar amount of 4.35% 2027 Notes outstanding was $ 75.0 million and $ 75.0 million, respectively.
93
6.00% 2027 Notes
On April 27, 2022, the Company issued $ 87.5 million
in aggregate principal amount of 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. 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 the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance
with the Company’s investment objective and strategies. 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 note.
On August 15, 2022, the Company issued an additional
$ 8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 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 $ 0.2 million. The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00%
2027 Notes under the indenture and have the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used
for general corporate purposes in accordance with the Company’s investment objective and strategies. Additional financing costs
of $ 0.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
As of November 30, 2024, the carrying amount and
fair value of the 6.00% 2027 Notes was $ 105.5 million and $ 103.4 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 29, 2024, the carrying amount and fair value of the 6.00% 2027 Notes was $ 105.5 million and $ 100.7
million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 1.6 million and $ 1.6 million, respectively, of interest expense, $ 0.2 million and $ 0.2 million,
respectively, of amortization of deferred financial costs and $ 0.01 million and $ 0.01 million, respectively, of amortization of discount
on issuance of 6.00% Notes due 2027. Interest expense and amortization of discount and deferred financing costs are reported as interest
and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2024 and November
30, 2023, the average dollar amount of 6.00% 2027 Notes outstanding was $ 105.5 million and $ 105.5 million, respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 4.7 million and $ 4.7 million, respectively, of interest expense, $ 0.6 million and $ 0.6 million,
respectively, of amortization of deferred financial costs and $ 0.03 million and $ 0.03 million, respectively, of amortization of discount
on issuance of 6.00% Notes due 2027. Interest expense and amortization of discount and deferred financing costs are reported as interest
and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2024 and November 30,
2023, the average dollar amount of 6.00% 2027 Notes outstanding was $ 105.5 million and $ 105.5 million, respectively.
7.00% 2025 Notes
On September 8, 2022, the Company issued $ 12.0
million in aggregate principal amount of 7.00 % fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $ 11.6
million after deducting underwriting discounts of approximately $ 0.4 million. Additional offering costs incurred were approximately $ 0.05
million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of
7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 2024, may be redeemed in whole or in part
at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.04 million related to the 7.00% 2025
Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
94
As of November 30, 2024, the total amount of 7.00% 2025 Notes outstanding
was $12.0 million. The 7.00% 2025 Notes are not listed. The carrying amount of the outstanding 7.00% 2025 Notes had a fair value of $ 11.9
million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As
of February 29, 2024, the carrying amount and fair value of the 7.00% 2025 Notes was $ 12.0 million and $ 11.8 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.2 million and $ 0.2 million, respectively, of interest expense, $ 0.03 million and $ 0.03 million,
respectively, of amortization of deferred financial costs and $ 0.03 million and $ 0.03 million, respectively, of amortization of discount
on issuance of 7.00% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and
debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2024 and November 30,
2023, the average dollar amount of 7.00% 2025 Notes outstanding was $ 12.0 million and $ 12.0 million, respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.6 million and $ 0.6 million, respectively, of interest expense, $ 0.1 million and $ 0.09 million,
respectively, of amortization of deferred financial costs and $ 0.09 million and $ 0.08 million, respectively, of amortization of discount
on issuance of 7.00% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and
debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2024 and November 30, 2023,
the average dollar amount of 7.00% 2025 Notes outstanding was $ 12.0 million and $ 12.0 million, respectively.
8.00% 2027 Notes
On October 27, 2022, the Company issued $ 40.0
million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of
$ 38.7 million after deducting underwriting commissions of approximately $ 1.3 million. Offering costs incurred were approximately $ 0.2
million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $ 6.0 million in aggregate principal
amount of the 8.00% 2027 Notes. Net proceeds to the Company were $ 5.8 million after deducting underwriting commissions of approximately
$ 0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate
of 8.00% per year . The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, may be redeemed in whole or in part
at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.7 million related to the 8.00% 2027
Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE
under the trading symbol “SAJ” with a par value of $ 25.00 per note.
As of November 30, 2024, the carrying amount and
fair value of the 8.00% 2027 Notes was $ 46.0 million and $ 46.1 million, respectively. The fair value of the 8.00% 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 29, 2024, the carrying amount and fair value of the 8.00% 2027 Notes was $ 46.0 million and $ 46.2
million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.9 million and $ 0.9 million, respectively, of interest expense and $ 0.09 million and $ 0.09 million,
respectively, of amortization of deferred financing costs related to the 8.00% 2027 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 November 30, 2024 and November 30, 2023, the average dollar amount of 8.00% 2027 Notes outstanding was $ 46.0 million and $ 46.0 million,
respectively.
95
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 2.8 million and $ 2.8 million, respectively, of interest expense and $ 0.3 million and $ 0.3 million,
respectively, of amortization of deferred financing costs related to the 8.00% 2027 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 nine months
ended November 30, 2024 and November 30, 2023, the average dollar amount of 8.00% 2027 Notes outstanding was $ 46.0 million and $ 46.0 million,
respectively.
8.125% 2027 Notes
On December 13, 2022, the Company issued $ 52.5
million in aggregate principal amount of 8.125 % fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $ 50.8
million after deducting underwriting commissions of approximately $ 1.6 million. Offering costs incurred were approximately $ 0.1 million.
On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.9 million in aggregate principal amount
of the 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2
million. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of
8.125% per year. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 2024, may be redeemed in whole or in part
at any time or from time to time at the Company’s option. The net proceeds from this offering were used to make investments in middle-market
companies (including investments made through our SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies
and for general corporate purposes. Financing costs of $2.0 million related to the 8.125% 2027 Notes have been capitalized and are being
amortized over the term of the 8.125% 2027 Notes. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY”
with a par value of $ 25.00 per note.
As of November 30, 2024, the carrying amount and
fair value of the 8.125% 2027 Notes was $ 60.4 million and $ 61.1 million, respectively. The fair value of the 8.125% 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 29, 2024, the carrying amount and fair value of the 8.125% 2027 Notes was $ 60.4 million and $ 60.8
million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 1.2 million and $ 1.2 million, respectively, of interest expense and $ 0.1 million and $ 0.1 million,
respectively, of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of discount
and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During
the three months ended November 30, 2024 and November 30, 2023 the average dollar amount of 8.125% 2027 Notes outstanding was $ 60.4 million
and $ 60.4 million respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 3.7 million and $ 3.7 million, respectively, of interest expense and $ 0.3 million and $ 0.3 million,
respectively, of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of discount
and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During
the nine months ended November 30, 2024 and November 30, 2023 the average dollar amount of 8.125% 2027 Notes outstanding was $ 60.4 million
and $ 60.4 million respectively.
8.75% 2025 Notes
On March 31, 2023, the Company issued $ 10.0 million
in aggregate principal amount of 8.75% fixed-rate notes due 2024 (the “8.75% 2025 Notes”) for net proceeds of $ 9.7 million
after deducting underwriting discounts of approximately $ 0.4 million. On May 1, 2023, the Company issued an additional $ 10.0 million in
aggregate principal amount of the 8.75% 2025 Notes for net proceeds of $ 9.7 million after deducting underwriting discounts of approximately
$ 0.4 million. Offering costs incurred were approximately $ 0.03 million. Interest on the 8.75% 2025 Notes is paid quarterly in arrears
on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year. On February 2, 2024, pursuant to the terms of the indenture
governing the 8.75% 2025 Notes, the Company elected to exercise its option to extend the maturity date of the 8.75% 2025 Notes from March
31, 2024 to March 31, 2025. Net proceeds from this offering were used to make investments in middle-market companies (including investments
made through the SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and general corporate purposes.
Financing costs and discounts of $0.7 million related to the 8.75% 2025 Notes have been capitalized and are being amortized over the term
of the 8.75% 2025 Notes.
96
As of November 30, 2024, the total amount of 8.75% 2025 Notes outstanding
was $ 20.0 million. The 8.75% 2025 Notes are not listed. The carrying amount of the outstanding 8.75% 2025 Notes had a fair value of $ 20.0
million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As
of February 29, 2024, the carrying amount and fair value of the 8.75% 2025 Notes was $ 20.0 million and $ 20.1 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 0.4 million and $ 0.4 million, respectively, of interest expense, $ 0.03 million and $ 0.2 million,
respectively, of amortization of deferred financial costs and $ 0.03 million and $ 0.2 million, respectively, of amortization of discount
related to the 8.75% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and
debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2024 and November 30,
2023 the average dollar amount of 8.75% 2025 Notes outstanding was $ 20.0 million and $ 20.0 million respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 1.3 million and $ 1.1 million, respectively, of interest expense, $ 0.08 million and $ 0.0 million,
respectively, of amortization of deferred financial costs and $ 0.08 million and $ 0.4 million, respectively, of amortization of discount
related to the 8.75% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and
debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2024 and November 30, 2023
the average dollar amount of 8.75% 2025 Notes outstanding was $ 20.0 million and $ 16.7 million respectively.
8.50% 2028 Notes
On April 14, 2023, the Company issued $ 50.0 million
in aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $ 48.4 million
after deducting underwriting commissions of approximately $ 1.6 million. Offering costs incurred were approximately $ 0.03 million. On April
26, 2023, the underwriters fully exercised their option to purchase an additional $ 7.5 million in aggregate principal amount of the 8.50%
2028 Notes. Net proceeds to the Company were $ 7.3 million after deducting underwriting commissions of approximately $ 0.2 million. Interest
on the 8.50% 2028 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.50% per year.
The 8.50% 2028 Notes mature on April 15, 2028, and commencing April 14, 2025, may be redeemed in whole or in part at any time or from
time to time at the Company’s option. Net proceeds from this offering were used to repay a portion of the outstanding indebtedness
under the Encina Credit Facility, make investments in middle-market companies (including investments made through our SBIC Subsidiaries)
in accordance with the Company’s investment objective and strategies and for general corporate purposes. Financing costs of $ 2.0
million related to the 8.50% 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes.
As of November 30, 2024, the total amount of 8.50%
2028 Notes outstanding was $ 57.5 million. The 8.50% 2028 Notes are listed on the NYSE under the trading symbol “SAZ” with
a par value of $ 25.00 per note. As of November 30, 2024, the carrying amount and fair value of the 8.50% 2028 Notes was $ 57.5 million
and $ 58.6 million, respectively. The fair value of the 8.50% 2028 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 29, 2024, the
carrying amount and fair value of the 8.50% 2028 Notes was $ 57.5 million and $ 58.3 million, respectively.
For the three months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 1.2 million and $ 1.2 million, respectively, of interest expense and $ 0.1 million and $ 0.1 million,
respectively, of amortization of deferred financing costs related to the 8.50% 2028 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 November 30, 2024 and November 30, 2023 the average dollar amount of 8.50% 2028 Notes outstanding was $ 57.5 million and $ 57.5 million
respectively.
For the nine months ended November 30, 2024 and
November 30, 2023, the Company recorded $ 3.7 million and $ 3.1 million, respectively, of interest expense and $ 0.3 million and $ 0.3 million,
respectively, of amortization of deferred financing costs related to the 8.50% 2028 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 nine months
ended November 30, 2024 and November 30, 2023 the average dollar amount of 8.50% 2028 Notes outstanding was $ 57.5 million and $ 47.8 million
respectively.
97
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 2025 (as of November 30, 2024)
$ 32,500
$ 1,601
-
N/A
Fiscal year 2024 (as of February 29, 2024)
$ 35,000
$ 1,610
-
N/A
Fiscal year 2023 (as of February 28, 2023)
$ 32,500
$ 1,659
-
N/A
Fiscal year 2022 (as of February 28, 2022)
$ 12,500
$ 2,093
-
N/A
Credit Facility with Live Oak Banking Company
Fiscal year 2025 (as of November 30, 2024)
$ 20,000
$ 1,601
-
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)
8.75% Notes due 2025
Fiscal year 2025 (as of November 30, 2024)
$ 20,000
$ 1,601
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 20,000
$ 1,610
-
$ 25.00 (12)
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)
98
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)
7.00% Notes due 2025
Fiscal year 2025 (as of November 30, 2024)
$ 12,000
$ 1,601
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 12,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 12,000
$ 1,659
-
$ 25.00 (12)
7.25% Notes due 2025(17)
Fiscal year 2023 (as of February 28, 2023)
-
-
-
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 2025 (as of November 30, 2024)
$ 5,000
$ 1,601
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 5,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 5,000
$ 1,659
-
$ 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 2025 (as of November 30, 2024)
$ 175,000
$ 1,601
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 175,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 175,000
$ 1,659
-
$ 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 2025 (as of November 30, 2024)
$ 75,000
$ 1,601
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 75,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 75,000
$ 1,659
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 75,000
$ 2,093
-
$ 25.00 (12)
6.00% Notes due 2027
Fiscal year 2025 (as of November 30, 2024)
$ 105,500
$ 1,601
-
$ 24.29 (15)
Fiscal year 2024 (as of February 29, 2024)
$ 105,500
$ 1,610
-
$ 23.51 (15)
Fiscal year 2023 (as of February 28, 2023)
$ 105,500
$ 1,659
-
$ 23.97 (15)
6.25% Notes due 2027
Fiscal year 2025 (as of November 30, 2024)
$ 15,000
$ 1,601
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 15,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 15,000
$ 1,659
-
$ 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)
8.00% Notes due 2027
Fiscal year 2025 (as of November 30, 2024)
$ 46,000
$ 1,601
-
$ 25.22 (15)
Fiscal year 2024 (as of February 29, 2024)
$ 46,000
$ 1,610
-
$ 25.00 (15)
8.125% Notes due 2027
Fiscal year 2025 (as of November 30, 2024)
$ 60,375
$ 1,601
-
$ 25.28 (15)
Fiscal year 2024 (as of February 29, 2024)
$ 60,375
$ 1,610
-
$ 25.05 (15)
Fiscal year 2023 (as of February 28, 2023)
$ 60,375
$ 1,659
-
$ 25.10 (15)
8.50% Notes due 2028
Fiscal year 2025 (as of November 30, 2024)
$ 57,500
$ 1,601
-
$ 25.42 (16)
Fiscal year 2024 (as of February 29, 2024)
$ 57,500
$ 1,610
-
$ 25.17 (16)
(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.
99
(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) Based on the average daily trading price of the 2028 Notes on the NYSE.
(17) On July 14, 2022, the Company redeemed $ 43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes.
Note 9. Commitments and Contingencies
Contractual Obligations
The following table shows our payment obligations
for repayment of debt and other contractual obligations at November 30, 2024:
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)
Encina credit facility
$ 32,500
$ -
$ 32,500
$ -
$ -
Live Oak credit facility
20,000
-
20,000
-
-
SBA debentures
214,000
-
-
-
214,000
8.75% 2025 Notes
20,000
20,000
-
-
-
7.00% 2025 Notes
12,000
12,000
-
-
-
7.75% 2025 Notes
5,000
5,000
-
-
-
4.375% 2026 Notes
175,000
-
175,000
-
-
4.35% 2027 Notes
75,000
-
75,000
-
-
6.00% 2027 Notes
105,500
-
105,500
-
-
6.25% 2027 Notes
15,000
-
-
15,000
-
8.00% 2027 Notes
46,000
-
46,000
-
-
8.125% 2027 Notes
60,375
-
60,375
-
-
8.50% 2028 Notes
57,500
-
-
57,500
-
Total Long-Term Debt Obligations
$ 837,875
$ 37,000
$ 514,375
$ 72,500
$ 214,000
100
Off-Balance Sheet Arrangements
As of November 30, 2024 and February 29, 2024,
the Company’s off-balance sheet arrangements consisted of $ 128.1 million and $ 132.4 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.
A summary of the unfunded commitments outstanding as of November 30,
2024 and February 29, 2024 is shown in the table below (dollars in thousands):
November 30,
2024
February 29,
2024
At Company’s discretion
ActiveProspect, Inc.
$ 10,000
$ 10,000
Artemis Wax Corp.
23,500
23,500
Ascend Software, LLC
5,000
5,000
C2 Educational Systems
2,000
-
Davisware, LLC
1,000
-
Granite Comfort, LP
-
750
JDXpert
4,500
5,000
LFR Chicken LLC
10,000
-
Pepper Palace, Inc.
1,200
1,898
Procurement Partners, LLC
-
4,250
Saratoga Senior Loan Fund I JV, LLC
8,548
8,548
Sceptre Hospitality Resources, LLC
-
5,000
Stretch Zone Franchising, LLC
-
3,750
VetnCare MSO, LLC
10,000
10,000
Total
$ 75,748
$ 77,696
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Alpha Aesthetics Partners OpCo, LLC
$ 3,653
$ 6,500
ARC Health OpCo LLC
-
2,585
Axero Holdings, LLC - Revolver
500
500
Axiom Medical Consulting, LLC
1,500
2,000
BQE Software, Inc.
2,250
3,250
C2 Educational Systems
-
3,000
Cloudpermit Intermediate Holding Company
5,000
-
Davisware, LLC
2,000
750
Exigo, LLC - Revolver
625
1,042
Gen4 Dental Partners Holdings, LLC
2,857
-
GoReact
2,500
2,500
Granite Comfort, LP
11,637
11,637
Inspect Point Holding, LLC
1,500
1,500
Modis Dental Partners OpCo, LLC
8,900
-
Pepper Palace, Inc. - Revolver
600
2,500
Stretch Zone Franchising, LLC
1,500
1,500
VetnCare MSO, LLC
7,319
15,319
Zollege PBC
-
150
52,341
54,733
Total
$ 128,089
$ 132,429
The Company believes its assets will provide adequate
coverage to satisfy these unfunded commitments. As of November 30, 2024, the Company had cash and cash equivalents of $ 147.6 million,
$ 32.5 million in available borrowings under the Encina Credit Facility, and $ 55.0 million in available borrowings under the Live Oak Credit
Facility.
101
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
of the board of directors 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 NAV or the
market price at the time of payment. No compensation is paid to directors who are “interested persons” of the Company (as
defined in Section 2(a)(19) of the 1940 Act). For the three months ended November 30, 2024 and November 30, 2023, the Company incurred
$ 0.1 million and $ 0.1 million for directors’ fees and expenses, respectively. For the nine months ended November 30, 2024 and November
30, 2023, the Company incurred $ 0.3 million and $ 0.3 million for directors’ fees and expenses, respectively. As of November 30,
2024 and February 29, 2024, $ 0.0 million and $ 0.0 million in directors’ fees and expenses were accrued and unpaid, respectively.
As of November 30, 2024, the Company had not issued any common stock to our directors as compensation for their services.
Note 11. Stockholders’ Equity
Share Repurchases
On September 24, 2014, the Company announced the
approval of an open market share repurchase plan that originally 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”).
Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount
of shares of common stock that may be purchased under the Share Repurchase Plan, most recently to 1.7 million shares of common stock.
On January 7, 2025, the Company’s board of directors extended the Share Repurchase Plan for another year to January 15, 2026. As
of November 30, 2024, the Company had purchased 1,035,203 shares of common stock, at the average price of $ 22.05 for approximately $ 22.8
million pursuant to the Share Repurchase Plan. During the three and nine months ended November 30, 2024, the Company did not purchase
any shares of common stock pursuant to the Share Repurchase Plan.
Public Equity Offering
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.
Equity ATM Program
On March 16, 2017, the Company entered into an
equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which the Company offered for sale, from time to time, up
to $ 30.0 million of the Company’s 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 30, 2021, the Company entered into an
equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
and Compass Point Research and Trading, LLC (“Compass Point”), through which the Company may offer for sale, from time to
time, up to $ 150.0 million of the Company’s common stock through the Agents (as defined below), or to them, as principal for their
account (the “ATM Program”).
On July 6, 2023, the Company amended the Equity
Distribution Agreement to increase the maximum amount of shares of our common stock to be sold through the ATM Program to $ 300.0 million
from $ 150.0 million. On July 19, 2023, the Company amended the Equity Distribution Agreement to add an additional distribution agent,
Raymond James & Associates, Inc. (“Raymond James”). On May 15, 2024, the Company amended the Equity Distribution Agreement
to add an additional distribution agent, Lucid Capital Markets, LLC (“Lucid” and together with Ladenburg, Compass Point, and
Raymond James, the “Agents”). The sales price per share of the Company’s common stock offered under the ATM Program,
less the Agents’ commission, will not be less than the NAV per share of the Company’s common stock at the time of such sale.
Consistent with the terms of the ATM Program, the Manager may, from time to time and in its sole discretion, contribute proceeds necessary
to ensure that no sales are made at a price below the then-current NAV per share.
As of November 30, 2024, the Company sold 6,652,316
shares for gross proceeds of $ 175.5 million at an average price of $ 26.37 for aggregate net proceeds of $ 173.9 million (net of transaction
costs). During the three and nine months ended November 30, 2024, the Company sold 108,438 shares for gross proceeds of $ 2.9 million at
an average price of $ 27.07 for aggregate net proceeds of $ 2.9 million (net of transaction costs).
102
The Company adopted Rule 3-04/Rule 8-03(a)(5)
under Regulation S-X (Note 2). Pursuant to Regulation S-X, the Company has presented a reconciliation of the changes in each significant
caption of stockholders’ equity as shown in the tables below:
Capital
Total
Distributable
Common Stock
in Excess
Earnings
Shares
Amount
of Par Value
(Loss)
Net Assets
Balance at February 28, 2023
11,890,500
$
11,891
$
321,893,806
$
25,052,345
$
346,958,042
Increase (Decrease) from Operations:
Net investment income
-
-
-
15,958,950
15,958,950
Net realized gain (loss) from investments
-
-
-
90,691
90,691
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 16,322,307 )
( 16,322,307 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
59,407
59,407
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 8,193,402 )
( 8,193,402 )
Capital Share Transactions:
Stock dividend distribution
45,818
47
1,058,797
-
1,058,844
Repurchases of common stock
( 88,576 )
( 90 )
( 2,157,515 )
-
( 2,157,605 )
Repurchase fees
-
-
( 1,772 )
-
( 1,772 )
Balance at May 31, 2023
11,847,742
$ 11,848
$ 320,793,316
$ 16,645,684
$ 337,450,848
Increase (Decrease) from Operations:
Net investment income
-
-
-
13,964,784
13,964,784
Realized losses on extinguishment of debt
-
-
-
( 110,056 )
( 110,056 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 5,737,571 )
( 5,737,571 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 221,206 )
( 221,206 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 8,352,335 )
( 8,352,335 )
Capital Share Transactions:
Proceeds from issuance of common stock
852,412
852
22,497,265
-
22,498,117
Capital contribution from Manager
-
-
2,050,288
-
2,050,288
Stock dividend distribution
29,627
30
749,283
-
749,313
Offfering costs
-
-
( 213,427 )
-
( 213,427 )
Balance at August 31, 2023
12,729,781
$ 12,730
$ 345,876,725
$ 16,189,300
$ 362,078,755
Increase (Decrease) from Operations:
Net investment income
-
-
-
14,166,063
14,166,063
Net realized gain (loss) from investments
-
-
-
60,565
60,565
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 17,866,353 )
( 17,866,353 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 415,894 )
( 415,894 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 9,286,642 )
( 9,286,642 )
Capital Share Transactions:
Proceeds from issuance of common stock
350,000
350
9,012,150
-
9,012,500
Capital contribution from Manager
-
-
1,043,000
-
1,043,000
Stock dividend distribution
35,196
35
858,960
-
858,995
Offering costs
-
-
( 92,240 )
-
( 92,240 )
Balance at November 30, 2023
13,114,977
$ 13,115
$ 356,698,595
$ 2,847,039
$ 359,558,749
103
Capital
Total
Distributable
Common Stock
in Excess
Earnings
Shares
Amount
of Par Value
(Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
12,784,511
12,784,511
Net realized gain (loss) from investments
-
-
-
2,327
2,327
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 7,164,613 )
( 7,164,613 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 315,473 )
( 315,473 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 9,803,576 )
( 9,803,576 )
Capital Share Transactions:
Proceeds from issuance of common stock
501,105
501
13,028,269
-
13,028,770
Capital contribution from Manager
-
-
1,382,009
-
1,382,009
Stock dividend distribution
37,394
38
915,155
-
915,193
Offering costs
-
-
( 163,789 )
-
( 163,789 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
( 779,040 )
779,040
-
Balance at February 29, 2024
13,653,476
$ 13,654
$ 371,081,199
$ ( 870,745 )
$ 370,224,108
Increase (Decrease) from Operations:
Net investment income
-
-
-
14,335,005
14,335,005
Net realized gain (loss) from investments
-
-
-
( 21,194,997 )
( 21,194,997 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
13,931,431
13,931,431
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 461,001 )
( 461,001 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 9,967,036 )
( 9,967,036 )
Capital Share Transactions:
Stock dividend distribution
45,490
45
987,527
-
987,572
Balance at May 31, 2024
13,698,966
$ 13,699
$ 372,068,726
$ ( 4,227,343 )
$ 367,855,082
Increase (Decrease) from Operations:
Net investment income
-
-
-
18,197,398
18,197,398
Net realized gain (loss) from investments
-
-
-
( 33,448,727 )
( 33,448,727 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
28,728,155
28,728,155
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 159,187 )
( 159,187 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 10,137,233 )
( 10,137,233 )
Capital Share Transactions:
Stock dividend distribution
46,803
47
1,018,307
-
1,018,354
Balance at August 31, 2024
$ 13,745,769
$ 13,746
$ 373,087,033
$ ( 1,046,937 )
$ 372,053,842
Increase (Decrease) from Operations:
Net investment income
-
-
-
12,435,655
12,435,655
Net realized gain (loss) from investments
-
-
-
5,444,745
5,444,745
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 8,918,583 )
( 8,918,583 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 126,875 )
( 126,875 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 10,171,868 )
( 10,171,868 )
Capital Share Transactions:
Proceeds from issuance of common stock
108,438
108
2,777,318
-
2,777,426
Capital contribution from Manager
-
-
199,652
-
199,652
Stock dividend distribution
54,999
55
1,214,181
-
1,214,236
Offering costs
-
-
( 42,575 )
-
( 42,575 )
Balance at November 30, 2024
$ 13,909,206
$ 13,909
$ 377,235,609
$ ( 2,383,863 )
$ 374,865,655
104
Note 12. Earnings Per Share
In accordance with the provisions of FASB ASC
Topic 260, Earnings per Share , 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
nine months ended November 30, 2024 and November 30, 2023 (dollars in thousands except share and per share amounts):
For the three months ended
For the nine months ended
Basic and Diluted
November 30,
2024
November 30,
2023
November 30,
2024
November 30,
2023
Net increase (decrease) in net assets resulting from operations
$ 8,835
$ ( 4,056 )
$ 28,763
$ 3,627
Weighted average common shares outstanding
13,789,951
13,052,896
13,733,008
12,355,815
Weighted average earnings (loss) per common share
$ 0.64
$ ( 0.31 )
$ 2.09
$ 0.29
Note 13. Dividend
On November 7, 2024, the Company declared a dividend
of $ 0.74 per share for the quarter ended November 30, 2024, and a special dividend of $ 0.35 per share, both dividends payable on December
19, 2024 , to common stockholders of record on December 4, 2024. Shareholders have the option to receive payment of the dividend in cash,
or receive shares of common stock, pursuant to the DRIP.
The following table summarizes dividends declared for the nine months
ended November 30, 2024 (dollars in thousands except per share amounts):
Date Declared Record Date Payment Date Amount
Per Share Total Amount*
November 7, 2024 December 4, 2024 December 19, 2024 $ 1.09 $ 15,549
August 22, 2024 September 11, 2024 September 26, 2024 0.74 10,172
May 23, 2024 June 13, 2024 June 27, 2024 0.74 10,137
Total dividends declared $ 2.57 $ 35,858
* Total amount is calculated based on the number of shares outstanding
at the date of record.
The following table summarizes dividends declared for the
nine months ended November 30, 2023 (dollars in thousands except per share amounts):
Date Declared Record Date Payment Date Amount
Per Share Total Amount*
November 15, 2023 December 11, 2023 December 28, 2023 $ 0.72 $ 8,888
August 14, 2023 September 14, 2023 September 28, 2023 0.71 9,287
May 22, 2023 June 13, 2023 June 29, 2023 0.70 8,352
Total dividends declared $ 2.13 $ 26,527
* Total
amount is calculated based on the number of shares outstanding at the date of record.
105
Note 14. Financial Highlights
The
following is a schedule of financial highlights as of and for the nine months ended November 30, 2024 and November 30, 2023:
Per share data
November 30, 2024
November 30, 2023
Net asset value at beginning of period
$ 27.12
$ 29.18
Net investment income(1)
3.27
3.57
Net realized and unrealized gain and losses on investments(1)
( 1.18 )
( 3.27 )
Realized losses on extinguishment of debt
-
( 0.01 )
Net increase in net assets resulting from operations
2.09
0.29
Distributions declared from net investment income
( 2.21 )
( 2.10 )
Total distributions to stockholders
( 2.21 )
( 2.10 )
Issuance of common stock at net asset value (2)
( 0.01 )
( 0.30 )
Capital contribution from Manager for the issuance of common stock (14)
0.02
0.36
Repurchases of common stock(3)
-
0.03
Dilution(4)
( 0.06 )
( 0.04 )
Net asset value at end of period
$ 26.95
$ 27.42
Net assets at end of period
$ 374,865,655
$ 359,558,749
Shares outstanding at end of period
13,909,206
13,114,977
Per share market value at end of period
$ 25.69
$ 26.21
Total return based on market value(5)(6)
20.19 %
3.62 %
Total return based on net asset value(5)(7)
9.77 %
2.35 %
Ratio/Supplemental data:
Ratio of net investment income to average net assets(8)
17.07 %
17.15 %
Expenses:
Ratios of operating expenses and income taxes to average net assets*(9)
8.13 %
8.09 %
Ratio of incentive management fees to average net assets(5)
3.03 %
1.37 %
Ratio of interest and debt financing expenses to average net assets(9)
13.99 %
13.87 %
Ratio of total expenses and income taxes to average net assets*(8)
25.15 %
23.33 %
Portfolio turnover rate(5)(10)
11.93 %
1.80 %
Asset coverage ratio per unit(11)
1,601
1,593
Average market value per unit
Revolving Credit Facilities(12)
N/A
N/A
SBA Debentures Payable(12)
N/A
N/A
8.75% Notes Payable 2025(12)
N/A
N/A
7.00% Notes Payable 2025(12)
N/A
N/A
7.25% Notes Payable 2025(13)
N/A
N/A
7.75% Notes Payable 2025(12)
N/A
N/A
4.375% Notes Payable 2026(12)
N/A
N/A
4.35% Notes Payable 2027(12)
N/A
N/A
6.00% Notes Payable 2027
$ 24.29
$ 23.34
6.25% Notes Payable 2027(12)
N/A
N/A
8.00% Notes Payable 2027
$ 25.22
$ 24.93
8.125% Notes Payable 2027
$ 25.28
$ 24.97
8.50% Notes Payable 2028
$ 25.42
$ 25.07
* 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.
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(2) The continuous issuance of common stock may cause an incremental decrease in NAV 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 less than NAV 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 NAV 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 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 NAV 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 DRIP. Total investment return does not reflect brokerage commissions.
(7) Total investment return is calculated assuming a purchase of common shares at the current NAV 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 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 Facilities, SBA Debentures, 8.75% Notes Payable 2025, 7.00% Notes Payable 2025, 7.75% Notes Payable 2025, 4.375% Notes Payable 2026, 4.35% Notes Payable 2027 and 6.25% Notes Payable 2027 are not registered for public trading.
(13) 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.
(14) The Manager agreed to reimburse the Company to the extent the per share price of the shares to the public, less underwriting fees, was less than net asset value per share.
Note 15. Subsequent Events
The Company has evaluated subsequent events through
the filing of this 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 as of and for the quarter ended November 30,
2024.
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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 29, 2024.
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;
●
the introduction, withdrawal, success and timing of business initiatives and strategies;
●
changes in political, economic or industry conditions, the elevated interest rate environment or financial and capital markets, which could result in changes in the value of our assets;
●
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 economic conditions caused by, among other things, elevated levels of inflation, and an elevated interest rate environment, and the effects of the disruptions caused thereby on our ability to continue to effectively manage our business;
●
interest rate volatility, including an elevated interest rate environment, could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;
●
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;
●
the ability of our portfolio companies to achieve their objectives;
●
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;
●
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;
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●
the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager;
●
the impact of changes to tax legislation and, generally, our tax position;
●
our ability to access capital and any future financings by us;
●
the ability of our Manager to attract and retain highly talented professionals; and
●
the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments.
Such forward-looking statements may include statements
preceded by, followed by or that otherwise include terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,”
“should,” “will” and “would” or the negative of these terms or other comparable terminology.
We have based the forward-looking statements included
in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume
no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking
statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any
forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or
regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future
may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K.
The following analysis of our financial condition
and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained
elsewhere in this Quarterly Report on Form 10-Q.
OVERVIEW
We are a Maryland corporation that has elected
to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is
to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments. We invest
primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S. middle-market companies, which we define
as companies having earnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million and $50
million, both through direct lending and through participation in loan syndicates. We may also invest up to 30.0% of the portfolio in
opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed
debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not
thinly traded and structured finance vehicles such as collateralized loan obligation funds. Although we have no current intention to do
so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of
“investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no
more than 15.0% of our net assets. We have elected and qualified to be treated as a RIC under Subchapter M of the Internal Revenue Code
of 1986, as amended (the “Code”).
Corporate History
We commenced operations, at the time known as
GSC Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on March 28, 2007. Prior to
July 30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with
the consummation of a recapitalization transaction on July 30, 2010, as described below we engaged Saratoga Investment Advisors to replace
GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.
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Our wholly owned subsidiaries, Saratoga Investment
Corp. SBIC II LP (“SBIC II LP”) and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC
II LP, the “SBIC Subsidiaries”), received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively.
Each of the SBIC Subsidiaries provides up to $175.0 million in long-term capital in the form of debentures guaranteed by the SBA. Our
wholly owned subsidiary SBIC LP repaid its outstanding debentures and subsequently surrendered its license to the SBA on January 3, 2024,
providing the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. 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.
On February 26, 2021, we 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, and added a non-call pe
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