Item 1. Financial Statements
Item 1. Financial Statements
WhiteHorse Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
September 30, 2021
December 31, 2020
(Unaudited)
Assets
Investments, at fair value
Non-controlled/non-affiliate company investments
$
608,213
$
623,777
Non-controlled affiliate company investments
6,800
15,717
Controlled affiliate company investments
72,110
51,241
Total investments, at fair value (amortized cost $695,047 and $695,429, respectively)
687,123
690,735
Cash and cash equivalents
9,579
8,062
Restricted cash and cash equivalents
6,749
7,549
Restricted foreign currency (cost of $241 and $319, respectively)
241
333
Interest and dividend receivable
7,227
6,532
Amounts receivable on unsettled investment transactions
15,489
4,717
Escrow receivable
1,827
—
Prepaid expenses and other receivables
1,162
1,061
Unrealized appreciation on foreign currency forward contracts
186
—
Total assets
$
729,583
$
718,989
Liabilities
Debt
$
379,757
$
384,880
Distributions payable
7,433
7,294
Management fees payable
3,508
3,354
Incentive fees payable
7,404
6,117
Amounts payable on unsettled investment transactions
3,380
497
Interest payable
2,201
1,870
Accounts payable and accrued expenses
1,680
1,708
Advances received from unfunded credit facilities
496
372
Total liabilities
405,859
406,092
Commitments and contingencies (See Note 8)
Net assets
Common stock, 20,936,874 and 20,546,032 shares issued and outstanding, par value $0.001 per share, respectively, and 100,000,000 shares authorized
21
21
Paid-in capital in excess of par
305,972
300,002
Accumulated earnings
17,731
12,874
Total net assets
323,724
312,897
Total liabilities and total net assets
$
729,583
$
718,989
Number of shares outstanding
20,936,874
20,546,032
Net asset value per share
$
15.46
$
15.23
See notes to the consolidated financial statements
3
WhiteHorse Finance, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
Three months ended September 30,
Nine months ended September 30,
2021
2020
2021
2020
Investment income
From non-controlled/non-affiliate company investments
Interest income
$
15,199
$
14,222
$
44,159
$
39,506
Fee income
1,224
741
2,344
1,571
Dividend income
35
21
144
101
From non-controlled affiliate company investments
Dividend income
76
263
1,042
800
From controlled affiliate company investments
Interest income
905
682
2,362
1,913
Dividend income
939
568
3,638
961
Total investment income
18,378
16,497
53,689
44,852
Expenses
Interest expense
3,842
2,770
11,456
9,661
Base management fees
3,508
3,069
10,209
9,110
Performance-based incentive fees
2,069
3,819
6,739
5,571
Administrative service fees
171
171
512
512
General and administrative expenses
896
601
2,592
2,212
Total expenses
10,486
10,430
31,508
27,066
Net investment income before excise tax
7,892
6,067
22,181
17,786
Excise tax
253
137
845
513
Net investment income after excise tax
7,639
5,930
21,336
17,273
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses)
Non-controlled/non-affiliate company investments
109
635
7,714
1,069
Non-controlled affiliate company investments
—
—
—
—
Foreign currency transactions
(206)
(1)
(209)
66
Foreign currency forward contracts
1
(25)
(3)
(25)
Net realized gains (losses)
(96)
609
7,502
1,110
Net change in unrealized appreciation (depreciation)
Non-controlled/non-affiliate company investments
(1,370)
12,659
(3,937)
6,303
Non-controlled affiliate company investments
792
999
1,112
(131)
Controlled affiliate company investments
860
1,526
591
(1,316)
Translation of assets and liabilities in foreign currencies
263
(92)
161
251
Foreign currency forward contracts
187
3
186
—
Net change in unrealized appreciation (depreciation)
732
15,095
(1,887)
5,107
Net realized and unrealized gains (losses) on investments and foreign currency transactions
636
15,704
5,615
6,217
Net increase in net assets resulting from operations
$
8,275
$
21,634
$
26,951
$
23,490
Per Common Share Data
Basic and diluted earnings per common share
$
0.40
$
1.06
$
1.30
$
1.15
Dividends and distributions declared per common share
$
0.36
$
0.36
$
1.07
$
1.07
Basic and diluted weighted average common shares outstanding
20,851,435
20,546,032
20,677,545
20,546,032
See notes to the consolidated financial statements
4
WhiteHorse Finance, Inc.
Consolidated Statements of Changes in Net Assets (Unaudited)
(in thousands, except share and per share data)
Common Stock
Shares
Par amount
Paid-in Capital in Excess of Par
Accumulated Underdistributed/ (Overdistributed) Earnings
Total Net Assets
Balance at December 31, 2020
20,546,032
$
21
$
300,002
$
12,874
$
312,897
Stock issued in connection with at-the-market offering
37,803
—
590
—
590
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
7,600
7,600
Net realized gains (losses) on investments
—
—
—
8,161
8,161
Net change in unrealized appreciation (depreciation) on investments
—
—
—
(7,592)
(7,592)
Distributions declared
—
—
—
(7,307)
(7,307)
Balance at March 31, 2021
20,583,835
$
21
$
300,592
$
13,736
$
314,349
Stock issued in connection with at-the-market offering
124,252
—
1,894
—
1,894
Stock issued in connection with dividend reinvestment plan
14,509
—
225
—
225
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
6,100
6,100
Net realized gains (losses) on investments
—
—
—
(563)
(563)
Net change in unrealized appreciation (depreciation) on investments
—
—
—
4,974
4,974
Distributions declared
—
—
—
(7,358)
(7,358)
Balance at June 30, 2021
20,722,596
$
21
$
302,711
$
16,889
$
319,621
Stock issued in connection with at-the-market offering
94,897
—
1,438
—
1,438
Stock issued in connection with dividend reinvestment plan
119,381
—
1,823
—
1,823
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
7,639
7,639
Net realized gains (losses) on investments
—
—
—
(96)
(96)
Net change in unrealized appreciation (depreciation) on investments
—
—
—
732
732
Distributions declared
—
—
—
(7,433)
(7,433)
Balance at September 30, 2021
20,936,874
$
21
$
305,972
$
17,731
$
323,724
See notes to the consolidated financial statements
5
WhiteHorse Finance, Inc.
Consolidated Statements of Changes in Net Assets (Unaudited)
(in thousands, except share and per share data)
Common Stock
Shares
Par amount
Paid-in Capital in Excess of Par
Accumulated Underdistributed/ (Overdistributed) Earnings
Total Net Assets
Balance at December 31, 2019
20,546,032
$
21
$
300,744
$
12,190
$
312,955
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
6,102
6,102
Net realized gains (losses) on investments
—
—
—
513
513
Net change in unrealized appreciation (depreciation) on investments
—
—
—
(27,571)
(27,571)
Distributions declared
—
—
—
(7,294)
(7,294)
Balance at March 31, 2020
20,546,032
$
21
$
300,744
$
(16,060)
$
284,705
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
5,240
5,240
Net realized gains (losses) on investments
—
—
—
(13)
(13)
Net change in unrealized appreciation (depreciation) on investments
—
—
—
17,584
17,584
Distributions declared
—
—
—
(7,294)
(7,294)
Balance at June 30, 2020
20,546,032
$
21
$
300,744
$
(543)
$
300,222
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
5,930
5,930
Net realized gains (losses) on investments
—
—
—
609
609
Net change in unrealized appreciation (depreciation) on investments
—
—
—
15,095
15,095
Distributions declared
—
—
—
(7,293)
(7,293)
Balance at September 30, 2020
20,546,032
$
21
$
300,744
$
13,798
$
314,563
See notes to the consolidated financial statements
6
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine months ended September 30,
2021
2020
Cash flows from operating activities
Net increase in net assets resulting from operations
$
26,951
$
23,490
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Paid-in-kind income
(860)
(681)
Net realized gains on investments
(7,714)
(1,069)
Net unrealized depreciation (appreciation) on investments
2,234
(4,856)
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies
(161)
(251)
Net unrealized (appreciation) depreciation on foreign currency forward contracts
(186)
—
Accretion of discount
(5,649)
(2,169)
Amortization of deferred financing costs
976
767
Acquisition of investments
(328,735)
(126,255)
Proceeds from principal payments and sales of portfolio investments
257,197
81,438
Proceeds from sales of portfolio investments to STRS JV
86,143
47,985
Net changes in operating assets and liabilities:
Interest and dividend receivable
(695)
(135)
Escrow receivable
(832)
—
Prepaid expenses and other receivables
(101)
6,993
Amounts receivable on unsettled investment transactions
(10,772)
(455)
Amounts payable on unsettled investment transactions
2,883
—
Management fees payable
154
1,808
Incentive fees payable
1,287
(725)
Accounts payable and accrued expenses
(25)
—
Interest payable
331
(821)
Advances received from unfunded credit facilities
124
(104)
Net cash provided by operating activities
22,550
24,960
Cash flows from financing activities
Proceeds from sales of common stock, net of offering costs
3,922
—
Borrowings
160,599
133,695
Repayments of debt
(166,047)
(141,393)
Deferred financing costs
(474)
—
Distributions paid to common stockholders, net of distributions reinvested
(19,911)
(21,882)
Net cash (used in) financing activities
(21,911)
(29,580)
Effect of exchange rate changes on cash
(14)
(2)
Net change in cash, cash equivalents and restricted cash
625
(4,622)
Cash, cash equivalents and restricted cash at beginning of period
15,944
27,546
Cash, cash equivalents and restricted cash at end of period
$
16,569
$
22,924
Supplemental disclosure of cash flow information:
Interest paid
$
10,132
$
9,728
Non-cash exchanges of investments
20,280
18,411
See notes to the consolidated financial statements
7
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of assets and liabilities that sum to the total of the same amounts presented in the consolidated statements of cash flows:
September 30,
2021
2020
Cash and cash equivalents
$
9,579
$
8,863
Restricted cash and restricted foreign currency
6,990
14,061
Total cash, cash equivalents and restricted cash presented in consolidated statements of cash flows
$
16,569
$
22,924
See notes to the consolidated financial statements
8
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
September 30, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (10)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (11)
Fair Value
As A
Percentage
of Net
Assets
North America
Debt Investments
Advertising
SmartSign Holdings LLC
First Lien Secured Term Loan
1.00%
L+ 7.50%
8.50%
08/21/20
10/11/24
7,686
$
7,573
$
7,686
2.37
%
7,686
7,573
7,686
2.37
Air Freight & Logistics
Access USA Shipping, LLC
First Lien Secured Term Loan
1.50%
L+ 8.00%
9.50%
02/08/19
02/08/24
5,010
4,975
5,010
1.55
Motivational Marketing, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
07/12/21
07/12/26
11,818
11,592
11,590
3.58
Motivational Marketing, LLC (7)(12)
First Lien Secured Revolving Loan
1.75%
L+ 5.92%
7.67%
07/12/21
07/12/26
906
889
888
0.27
17,734
17,456
17,488
5.40
Application Software
Atlas Purchaser, Inc (dba Aspect Software)
Second Lien Secured Term Loan
0.75%
L+ 9.00%
9.75%
05/03/21
05/07/29
15,000
14,572
14,700
4.54
Newscycle Solutions, Inc
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
06/14/19
12/29/22
3,221
3,198
3,208
0.99
Newscycle Solutions, Inc (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00%
06/14/19
12/29/22
169
168
168
0.05
TaxSlayer LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/31/20
12/31/26
6,762
6,643
6,666
2.06
TaxSlayer LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
12/31/20
12/31/26
—
—
3
—
25,152
24,581
24,745
7.64
Automotive Retail
Team Car Care Holdings, LLC (12)
First Lien Secured Term Loan
1.03%
Base rate+ 7.99%
9.02%
02/16/18
06/28/24
15,516
15,413
15,392
4.75
15,516
15,413
15,392
4.75
Building Products
Drew Foam Companies Inc
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
11/05/20
11/05/25
7,225
7,104
7,153
2.21
LHS Borrower, LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
09/30/20
09/30/25
9,506
9,336
9,436
2.91
LHS Borrower, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.75%
7.75%
09/30/20
09/30/25
—
—
6
—
Trimlite Buyer LLC (5)(13)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.50%
07/27/21
07/27/26
23,122
18,070
17,900
5.53
Trimlite Buyer LLC (5)(7)(13)
First Lien Secured Revolving Loan
1.00%
C+ 6.50%
7.50%
07/27/21
07/27/26
—
—
—
—
39,853
34,510
34,495
10.65
Cable & Satellite
Bulk Midco, LLC (15)
First Lien Secured Term Loan
1.00%
L+ 7.34%
8.34%
06/08/18
06/08/23
15,000
14,924
14,419
4.45
15,000
14,924
14,419
4.45
Construction & Engineering
Tensar Corp
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
11/20/20
08/20/25
6,948
6,805
6,948
2.15
6,948
6,805
6,948
2.15
Construction Materials
Claridge Products and Equipment, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/30/20
12/29/25
7,659
7,529
7,521
2.32
Claridge Products and Equipment, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
12/30/20
12/29/25
—
—
—
—
7,659
7,529
7,521
2.32
Commodity Chemicals
Flexitallic Group SAS
First Lien Secured Term Loan
1.00%
L+ 7.50%
8.50% (8.00% Cash + 0.50% PIK)
10/28/19
10/29/26
15,742
15,038
15,191
4.69
15,742
15,038
15,191
4.69
Consumer Finance
Maxitransfers Blocker Corp
First Lien Secured Term Loan
1.00%
L+ 8.50%
9.50%
10/07/20
10/07/25
8,701
8,535
8,701
2.69
Maxitransfers Blocker Corp (4)(7)
First Lien Secured Revolving Loan
1.00%
L+ 8.50%
9.50%
10/07/20
10/07/25
—
—
20
0.01
8,701
8,535
8,721
2.70
Data Processing & Outsourced Services
Escalon Services Inc
First Lien Secured Term Loan
1.00%
L+ 13.50%
14.50% (13.00% Cash + 1.50% PIK)
12/04/20
12/04/25
8,035
7,442
7,932
2.45
FPT Operating Company, LLC/ TLabs Operating Company, LLC
First Lien Secured Term Loan
1.00%
L+ 8.25%
9.25%
12/23/16
06/07/24
24,156
23,953
24,028
7.42
32,191
31,395
31,960
9.87
See notes to the consolidated financial statements
9
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
September 30, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (10)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (11)
Fair Value
As A
Percentage
of Net
Assets
Department Stores
Mills Fleet Farm Group, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
10/24/18
10/24/24
13,538
$
13,320
$
13,538
4.18
%
13,538
13,320
13,538
4.18
Distributors
Crown Brands, LLC (19)
Second Lien Secured Term Loan
1.50%
L+ 10.50%
12.00%
12/15/20
01/08/26
4,380
4,293
3,504
1.08
Crown Brands, LLC (19)
Second Lien Secured Delayed Draw Loan
1.50%
L+ 10.50%
12.00%
12/15/20
01/08/26
650
650
520
0.16
5,030
4,943
4,024
1.24
Diversified Chemicals
Sklar Holdings, Inc
First Lien Secured Term Loan
1.00%
L+ 7.75%
8.75%
11/13/19
05/13/23
7,429
7,323
7,429
2.29
7,429
7,323
7,429
2.29
Diversified Support Services
NNA Services, LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
08/27/21
08/27/26
11,667
11,524
11,522
3.56
11,667
11,524
11,522
3.56
Education Services
EducationDynamics, LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/14/26
13,385
13,119
13,118
4.05
EducationDynamics, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/14/26
—
—
—
—
EducationDynamics, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/14/26
—
—
—
—
EducationDynamics, LLC (4)
Subordinated Unsecured Term Loan
N/A
4.00%
4.00%
09/15/21
03/15/27
167
167
167
0.05
13,552
13,286
13,285
4.10
Electronic Equipment & Instruments
LMG Holdings, Inc
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
04/30/21
04/30/26
6,819
6,694
6,704
2.07
LMG Holdings, Inc (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
04/30/21
04/30/26
—
—
1
—
6,819
6,694
6,705
2.07
Health Care Facilities
Epiphany Dermatology
First Lien Secured Term Loan
1.00%
L+ 7.50%
8.50%
12/04/20
06/22/23
3,474
3,415
3,446
1.06
Epiphany Dermatology (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.50%
8.50%
12/04/20
06/22/23
—
—
4
—
Epiphany Dermatology (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.50%
8.50%
12/04/20
06/22/23
1,195
1,175
1,202
0.37
Grupo HIMA San Pablo, Inc (8)
First Lien Secured Term Loan A
N/A
L+ 9.00%
9.13%
05/05/19
04/30/19
3,855
3,855
1,927
0.60
Grupo HIMA San Pablo, Inc (8)
First Lien Secured Term Loan B
1.50%
L+ 9.00%
10.50%
02/01/13
04/30/19
13,511
13,511
6,756
2.09
Grupo HIMA San Pablo, Inc (8)
Second Lien Secured Term Loan
N/A
L+ 15.75%
15.75% (13.75% Cash + 2.00% PIK)
02/01/13
07/31/18
1,028
1,024
—
—
23,063
22,980
13,335
4.12
Health Care Services
CHS Therapy, LLC
First Lien Secured Term Loan A
1.50%
L+ 9.00%
10.50% (10.00% Cash + 0.50% PIK)
06/14/19
06/14/24
7,281
7,206
7,281
2.25
CHS Therapy, LLC
First Lien Secured Term Loan C
1.50%
L+ 9.00%
10.50% (10.00% Cash + 0.50% PIK)
10/07/20
06/14/24
895
882
895
0.28
DCA Investment Holding, LLC
First Lien Secured Term Loan
0.75%
L+ 6.25%
7.00%
03/12/21
03/12/27
7,042
6,946
6,944
2.15
DCA Investment Holding, LLC (7)
First Lien Secured Delayed Draw Loan
0.75%
L+ 6.25%
7.00%
03/12/21
03/12/27
340
337
337
0.10
IvyRehab Intermediate II, LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
17,410
17,143
17,280
5.34
IvyRehab Intermediate II, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
1,553
1,529
1,553
0.48
IvyRehab Intermediate II, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
—
—
9
—
Lab Logistics, LLC
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25%
10/16/19
09/25/23
1,158
1,141
1,155
0.36
Lab Logistics, LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.25%
8.25%
10/16/19
09/25/23
5,197
5,177
5,197
1.61
PG Dental New Jersey Parent, LLC
First Lien Secured Term Loan
1.00%
L+ 9.00%
10.00% (8.75% Cash + 1.25% PIK)
11/25/20
11/25/25
15,398
15,110
14,782
4.57
PG Dental New Jersey Parent, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 9.00%
10.00% (8.75% Cash + 1.25% PIK)
11/25/20
11/25/25
—
—
(20)
(0.01)
56,274
55,471
55,413
17.13
See notes to the consolidated financial statements
10
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
September 30, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (10)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (11)
Fair Value
As A
Percentage
of Net
Assets
Heavy Electrical Equipment
PPS CR Acquisition, Inc (dba Power Plant Services)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
06/25/21
06/25/26
11,151
$
10,940
$
10,940
3.38
%
PPS CR Acquisition, Inc (dba Power Plant Services) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
06/25/21
06/25/24
104
103
100
0.03
11,255
11,043
11,040
3.41
Home Furnishings
Sure Fit Home Products, LLC
First Lien Secured Term Loan
1.00%
L+ 9.75%
10.75%
04/12/21
07/13/23
4,947
4,848
4,419
1.37
4,947
4,848
4,419
1.37
Household Products
The Kyjen Company, LLC (dba Outward Hound)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
04/05/21
04/05/26
11,432
11,277
11,348
3.51
The Kyjen Company, LLC (dba Outward Hound) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
04/05/21
04/05/26
385
380
385
0.12
11,817
11,657
11,733
3.63
Interactive Media & Services
What If Media Group, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
10/02/19
10/02/24
18,972
18,709
18,857
5.83
18,972
18,709
18,857
5.83
Internet & Direct Marketing Retail
BBQ Buyer, LLC
First Lien Secured Term Loan
1.50%
L+ 8.00%
9.50%
08/28/20
08/28/25
12,634
12,382
12,846
3.97
Luxury Brand Holdings, Inc
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/04/20
06/04/26
5,955
5,854
5,955
1.84
Marlin DTC-LS Midco 2, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
08/06/21
07/01/25
4,277
4,194
4,193
1.30
Potpourri Group, Inc
First Lien Secured Term Loan
1.50%
L+ 8.25%
9.75%
07/03/19
07/03/24
17,263
17,048
17,263
5.33
40,129
39,478
40,257
12.44
Investment Banking & Brokerage
JVMC Holdings Corp (f/k/a RJO Holdings Corp)
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
02/28/19
02/28/24
12,946
12,884
12,946
4.00
12,946
12,884
12,946
4.00
IT Consulting & Other Services
AST-Applications Software Technology LLC
First Lien Secured Term Loan
1.00%
L+ 8.00%
9.00% (8.00% Cash + 1.00% PIK)
01/10/17
01/10/23
3,973
3,954
3,973
1.23
Core BTS, Inc
First Lien Secured Term Loan
1.50%
L+ 6.75%
8.25%
02/01/21
08/30/25
3,317
3,260
3,279
1.01
Core BTS, Inc
First Lien Secured Delayed Draw Loan
1.50%
L+ 6.75%
8.25%
02/01/21
08/30/25
1,658
1,627
1,623
0.50
8,948
8,841
8,875
2.74
Leisure Facilities
Honors Holdings, LLC (16)
First Lien Secured Term Loan
1.00%
L+ 7.81%
8.81% (8.31% Cash + 0.50% PIK)
09/06/19
09/06/24
9,440
9,307
9,213
2.85
Honors Holdings, LLC (16)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.60%
8.60% (8.10% Cash + 0.50% PIK)
09/06/19
09/06/24
4,649
4,609
4,537
1.40
Lift Brands, Inc (aka Snap Fitness Holdings, Inc)
First Lien Secured Term Loan A
1.00%
L+ 7.50%
8.50%
06/29/20
06/29/25
5,645
5,579
5,556
1.72
Lift Brands, Inc (aka Snap Fitness Holdings, Inc)
First Lien Secured Term Loan B
N/A
9.50%
9.50% (0.00% Cash + 9.50% PIK)
06/29/20
06/29/25
1,249
1,227
1,227
0.38
Lift Brands, Inc (aka Snap Fitness Holdings, Inc) (9)
First Lien Secured Term Loan C
N/A
9.50%
9.50% (0.00% Cash + 9.50% PIK)
06/29/20
NA
1,268
1,265
1,218
0.38
22,251
21,987
21,751
6.73
Leisure Products
PlayMonster LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/07/21
06/07/26
6,000
5,888
5,580
1.72
PlayMonster LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
06/07/21
06/07/26
—
—
(158)
(0.05)
6,000
5,888
5,422
1.67
See notes to the consolidated financial statements
11
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
September 30, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (10)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (11)
Fair Value
As A
Percentage
of Net
Assets
Office Services & Supplies
American Crafts, LC
First Lien Secured Term Loan
1.00%
L+ 8.50%
9.50%
05/28/21
05/28/26
8,392
$
8,280
$
8,278
2.56
%
Empire Office, Inc
First Lien Secured Term Loan
1.50%
L+ 6.75%
8.25%
04/12/19
04/12/24
12,868
12,700
12,786
3.95
Empire Office, Inc (7)
First Lien Secured Delayed Draw Loan
1.50%
L+ 6.75%
8.25%
08/17/21
04/12/24
—
—
(2)
—
21,260
20,980
21,062
6.51
Packaged Foods & Meats
Lenny & Larry's, LLC (17)
First Lien Secured Term Loan
1.00%
L+ 8.40%
9.40% (7.68% Cash + 1.72% PIK)
05/15/18
05/15/23
11,094
11,025
10,814
3.34
11,094
11,025
10,814
3.34
Personal Products
Inspired Beauty Brands, Inc
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
12/30/20
12/30/25
12,397
12,185
12,397
3.83
Inspired Beauty Brands, Inc (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00%
12/30/20
12/30/25
—
—
9
—
12,397
12,185
12,406
3.83
Property & Casualty Insurance
Policy Services Company, LLC (5)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
03/06/20
05/31/24
6,046
5,854
5,562
1.72
6,046
5,854
5,562
1.72
Research & Consulting Services
ALM Media, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
11/25/19
11/25/24
14,372
14,191
14,134
4.37
Nelson Worldwide, LLC
First Lien Secured Term Loan
1.00%
L+ 10.25%
11.25% (10.25% Cash + 1.00% PIK)
01/09/18
01/09/23
10,333
10,268
10,230
3.16
24,705
24,459
24,364
7.53
Specialized Consumer Services
HC Salon Holdings, Inc
First Lien Secured Term Loan
1.00%
L+ 8.00%
9.00%
09/30/21
09/24/26
11,667
11,433
11,433
3.53
HC Salon Holdings, Inc (7)
First Lien Secured Revolving Loan
1.00%
L+ 8.00%
9.00%
09/30/21
09/24/26
—
—
—
—
True Blue Car Wash, LLC
First Lien Secured Term Loan
1.00%
L+ 6.82%
7.82%
10/17/19
10/17/24
8,256
8,129
8,181
2.53
True Blue Car Wash, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.82%
7.82%
10/17/19
10/17/24
2,924
2,896
2,922
0.90
22,847
22,458
22,536
6.96
Specialized Finance
Golden Pear Funding Assetco, LLC (5)
Second Lien Secured Term Loan
1.00%
L+ 10.50%
11.50%
09/20/18
03/20/24
10,938
10,839
10,938
3.38
WHF STRS Ohio Senior Loan Fund LLC (4)(5)(7)(9)(14)
Subordinated Note
N/A
L+ 6.50%
6.58%
07/19/19
N/A
57,297
57,297
57,297
17.70
68,235
68,136
68,235
21.08
Systems Software
Arcstor Midco, LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
03/16/21
03/16/27
19,403
19,050
19,179
5.92
19,403
19,050
19,179
5.92
Technology Hardware, Storage & Peripherals
Source Code Midco, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
07/30/21
07/30/27
7,648
7,500
7,499
2.32
Source Code Midco, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.00%
8.00%
07/30/21
07/30/27
—
—
—
—
Telestream Holdings Corporation
First Lien Secured Term Loan
1.00%
L+ 8.75%
9.75%
10/15/20
10/15/25
15,117
14,725
14,966
4.62
Telestream Holdings Corporation (7)
First Lien Secured Revolving Loan
1.00%
L+ 8.75%
9.75%
10/15/20
10/15/25
371
361
382
0.12
23,136
22,586
22,847
7.06
Total Debt Investments
675,942
$
661,368
$
652,122
201.45
%
Equity Investments
Air Freight & Logistics
Motivational CIV, LLC (dba Motivational Marketing, LLC) (4)
Class B Units
N/A
N/A
N/A
07/12/21
N/A
1,250
$
1,250
$
1,250
0.39
%
1,250
1,250
0.39
See notes to the consolidated financial statements
12
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
September 30, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (10)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (11)
Fair Value
As A
Percentage
of Net
Assets
Data Processing & Outsourced Services
Escalon Services Inc (4)
Warrants
N/A
N/A
N/A
12/04/20
N/A
709
$
476
$
914
0.28
%
476
914
0.28
Diversified Support Services
Quest Events, LLC (4)
Preferred Units
N/A
N/A
N/A
12/28/18
12/08/25
317
317
—
—
ImageOne Industries, LLC (4)
Common A Units
N/A
N/A
N/A
09/20/19
N/A
225
—
164
0.05
317
164
0.05
Education Services
EducationDynamics, LLC (4)
Preferred Units
N/A
N/A
N/A
09/15/21
N/A
167
167
167
0.05
167
167
0.05
Health Care Services
Lab Logistics (4)(20)
Preferred Units
N/A
14.00%
14.00% PIK
10/29/19
N/A
2
857
934
0.29
857
934
0.29
Interactive Media & Services
What If Media Group, LLC (4)
Common Units
N/A
N/A
N/A
07/02/21
N/A
8
850
850
0.26
850
850
0.26
Internet & Direct Marketing Retail
BBQ Buyer, LLC (4)
Shares
N/A
N/A
N/A
08/28/20
N/A
1,100
1,100
3,311
1.02
Ross-Simons Topco, LP (4)
Preferred Units
N/A
N/A
N/A
12/04/20
N/A
600
600
840
0.26
1,700
4,151
1.28
Investment Banking & Brokerage
Arcole Holding Corp. (4)(5)(6)(18)
Shares
N/A
N/A
N/A
10/01/20
N/A
—
6,944
6,800
2.10
6,944
6,800
2.10
IT Consulting & Other Services
CX Holdco LLC (4)
Common Units
N/A
N/A
N/A
05/04/21
N/A
660
660
660
0.20
Keras Holdings, LLC (4)
Shares
N/A
N/A
N/A
12/31/20
N/A
496
496
546
0.17
1,156
1,206
0.37
Leisure Facilities
Lift Brands, Inc (aka Snap Fitness Holdings, Inc) (4)
Class A Common Stock
N/A
N/A
N/A
06/29/20
N/A
2
1,955
184
0.06
Lift Brands, Inc (aka Snap Fitness Holdings, Inc) (4)
Warrants
N/A
N/A
N/A
06/29/20
06/28/28
1
793
75
0.02
2,748
259
0.08
Other Diversified Financial Services
SFS Global Holding Company (4)
Warrants
N/A
N/A
N/A
06/28/18
12/28/25
—
—
—
—
Sigue Corporation (4)
Warrants
N/A
N/A
N/A
06/28/18
12/28/25
22
2,890
3,493
1.08
2,890
3,493
1.08
Specialized Finance
WHF STRS Ohio Senior Loan Fund (4)(5)(7)(14)
LLC Interests
N/A
N/A
N/A
07/19/19
N/A
14,324
14,324
14,813
4.58
14,324
14,813
4.58
Total Equity Investments
$
33,679
$
35,001
10.81
%
Total Investments
$
695,047
$
687,123
212.26
%
Forward Currency Contracts
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized
appreciation
Unrealized
depreciation
Morgan Stanley
C$
24,385 CAD
$
19,440 USD
10/28/21
$
186
$
—
Total
$
186
$
—
See notes to the consolidated financial statements
13
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
September 30, 2021
(in thousands)
(1) Except as otherwise noted, all investments are non-controlled/non-affiliate investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and provide collateral for the Company’s credit facility.
(2) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), which resets monthly, quarterly or semiannually, the Canadian Dollar Offered Rate (“CDOR” or “C”), or the U.S. Prime Rate as published by the Wall Street Journal (“Prime” or “P”). The one, three and six-month USD LIBOR were 0.08%, 0.13% and 0.16%, respectively, as of September 30, 2021. The CDOR and Prime was 0.45% and 3.25%, respectively, as of September 30, 2021.
(3) The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case may be.
(4) The investment or a portion of the investment does not provide collateral for the Company’s credit facility.
(5) Not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of total assets. Qualifying assets represented 84.5% of total assets as of the date of the consolidated schedule of investments.
(6) Investment is a non-controlled/affiliate investment as defined by the 1940 Act.
(7) The investment has an unfunded commitment in addition to any amounts presented in the consolidated schedule of investments as of September 30, 2021. See Note 8.
(8) The investment is on non-accrual status.
(9) Security is perpetual with no defined maturity date.
(10) Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the consolidated schedule of investments represented 212.3% of the Company’s net assets or 94.2% of the Company’s total assets, are subject to legal restrictions on sales.
(11) The fair value of each investment was determined using significant unobservable inputs. See Note 5.
(12) The investment was comprised of two contracts, which were indexed to different base rates, L and P, respectively. The Floor, Spread Above Index and Interest Rate presented represent the weighted average of both contracts.
(13) Principal amount is non-USD denominated and is based in Canadian dollars.
(14) Investment is a controlled affiliate investment as defined by the 1940 Act. On January 14, 2019, the Company entered into an agreement (as described in Note 4 hereto) with State Teachers Retirement System of Ohio, a public pension fund established under Ohio law (“STRS Ohio”), to create WHF STRS Ohio Senior Loan Fund, LLC (“STRS JV”), a joint venture, which invests primarily in senior secured first and second lien term loans.
(15) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 2.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(16) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.50% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(17) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(18) On October 1, 2020, as part of a restructuring agreement between the Company and Arcole Acquisition Corp, the Company’s investments in first lien secured term loans to Arcole Acquisition Corp were converted into common shares of Arcole Holding Corp.
(19) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 2.00% PIK.
(20) Investment earns 14.00% that converts to PIK on an annual basis and is recorded in interest and dividend receivable in the consolidated statements of assets and liabilities.
See notes to the consolidated financial statements
14
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date(10)
Date
Amount
Cost
Value (11)
Assets
North America
Debt Investments
Advertising
Fluent, LLC
First Lien Secured Term Loan
L+ 7.00%
7.50
%
03/26/18
03/27/23
7,453
$
7,453
$
7,453
2.38
%
(0.50% Floor)
SmartSign Holdings LLC
First Lien Secured Term Loan
L+ 7.50%
8.50
%
08/21/20
10/11/24
7,744
7,603
7,706
2.46
(1.00% Floor)
15,197
15,056
15,159
4.84
Agricultural & Farm Machinery
Bad Boy Mowers Acquisition, LLC
First Lien Secured Term Loan
L+ 5.75%
6.75
%
12/19/19
12/06/25
9,294
9,062
9,201
2.94
(1.00% Floor)
Air Freight & Logistics
Access USA Shipping, LLC
First Lien Secured Term Loan
L+ 8.00%
9.50
%
02/08/19
02/08/24
5,359
5,309
5,359
1.71
(1.50% Floor)
Application Software
Connexity, Inc.
First Lien Secured Term Loan
L+ 8.50%
10.00
%
05/21/20
05/21/25
10,863
10,577
10,863
3.47
(1.50% Floor)
Newscycle Solutions, Inc.
First Lien Secured Term Loan
L+ 7.00%
8.00
%
06/14/19
12/29/22
3,245
3,209
3,194
1.02
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 7.00%
8.00
%
06/14/19
12/29/22
181
179
177
0.06
(1.00% Floor)
TaxSlayer LLC
First Lien Secured Term Loan
L+ 6.50%
7.50
%
12/31/20
12/31/26
14,452
14,163
14,163
4.53
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.50%
7.50
%
12/31/20
12/31/26
—
—
—
—
(1.00% Floor)
28,741
28,128
28,397
9.08
Automotive Retail
Team Car Care Holdings, LLC
First Lien Secured Term Loan (12)
Base rate+ 8.00%
9.00
%
02/26/18
02/23/23
16,168
16,011
15,820
5.06
(1.00% Floor)
BW Gas & Convenience Holdings, LLC
First Lien Secured Term Loan
L+ 6.25%
6.40
%
11/15/19
11/18/24
6,319
6,121
6,319
2.02
(0.00% Floor)
22,487
22,132
22,139
7.08
Broadcasting
Alpha Media, LLC
First Lien Secured Term Loan
P+7.50%
10.75
%
08/14/18
02/25/22
5,075
5,022
4,844
1.55
(2.00% Floor)
Building Products
Drew Foam Companies Inc
First Lien Secured Term Loan
L+ 6.50%
7.50
%
12/15/20
11/24/25
10,078
9,878
9,879
3.16
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.50%
7.50
%
12/15/20
11/05/25
332
325
325
0.10
(1.00% Floor)
LHS Borrower, LLC
First Lien Secured Term Loan
L+ 6.75%
7.75
%
09/30/20
09/30/25
9,689
9,483
9,543
3.05
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.75%
7.75
%
09/30/20
09/30/25
—
—
4
—
(1.00% Floor)
20,099
19,686
19,751
6.31
See notes to the consolidated financial statements
15
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date(10)
Date
Amount
Cost
Value (11)
Assets
Cable & Satellite
Bulk Midco, LLC
First Lien Secured Term Loan (15)
L+ 7.19%
8.19
%
06/08/18
06/08/23
15,000
$
14,890
$
14,250
4.55
%
(1.00% Floor)
Communications Equipment
Ribbon Communications Operating
Company, Inc.
First Lien Secured Term Loan (5)
L+ 7.50%
7.65
%
08/14/20
03/03/26
12,438
12,002
12,313
3.94
%
(0.00% Floor)
Sorenson Communications, LLC
First Lien Secured Term Loan
L+ 6.50%
6.75
%
03/15/19
04/29/24
3,462
3,393
3,457
1.10
(0.00% Floor)
15,900
15,395
15,770
5.04
Construction & Engineering
Atlas Intermediate Holdings LLC
First Lien Secured Term Loan
L+ 6.25%
7.25
%
05/26/20
02/13/26
15,073
14,259
14,922
4.77
(1.00% Floor)
Road Safety Services, Inc.
First Lien Secured Term Loan
L+ 6.00%
7.00
%
12/31/20
09/18/23
4,550
4,459
4,461
1.43
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.00%
7.00
%
12/31/20
09/18/23
—
—
17
0.01
(1.00% Floor)
Tensar Corp.
First Lien Secured Term Loan
L+ 6.75%
7.75
%
11/20/20
08/20/25
7,000
6,829
6,829
2.18
(1.00% Floor)
26,623
25,547
26,229
8.39
Construction Materials
Claridge Products and Equipment, LLC
First Lien Secured Term Loan
L+ 6.50%
7.50
%
12/30/20
12/29/25
8,000
7,840
7,840
2.51
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.50%
7.50
%
12/30/20
12/29/25
—
—
—
—
(1.00% Floor)
8,000
7,840
7,840
2.51
Consumer Finance
Maxitransfers Blocker Corp
First Lien Secured Term Loan
L+ 9.00%
10.00
%
10/07/20
10/07/25
8,869
8,668
8,668
2.77
(1.00% Floor)
First Lien Secured Revolving Loan (4)
L+ 9.00%
10.00
%
10/07/20
10/07/25
1,038
1,014
1,014
0.32
(1.00% Floor)
9,907
9,682
9,682
3.09
Data Processing & Outsourced Services
Escalon Services Inc
First Lien Secured Term Loan
P+12.50%
15.75
%
12/04/20
12/04/25
8,000
7,295
7,763
2.48
(0.75% Floor)
(1.50%PIK)
FPT Operating Company, LLC/
TLabs Operating Company, LLC
First Lien Secured Term Loan
L+ 8.25%
9.25
%
12/23/16
06/07/24
24,467
24,225
23,460
7.50
(1.00% Floor)
(0.50%PIK)
Geo Logic Systems Ltd. (5)
First Lien Secured Term Loan (13)
C +6.25%
7.25
%
12/19/19
12/19/24
6,709
5,035
5,164
1.65
(1.00% Floor)
First Lien Secured Revolving Loan (7) (13)
C +6.25%
7.25
%
12/19/19
12/19/24
—
—
(2)
—
(1.00% Floor)
39,176
36,555
36,385
11.63
See notes to the consolidated financial statements
16
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date (10)
Date
Amount
Cost
Value (11)
Assets
Department Stores
Mills Fleet Farm Group, LLC
First Lien Secured Term Loan
L+ 6.00%
7.00
%
10/24/18
10/24/24
13,543
$
13,292
$
13,272
4.24
%
(1.00% Floor)
Distributors
Crown Brands, LLC
Second Lien Secured Term Loan (20)
L+ 10.50%
12.00
%
12/15/20
01/08/26
4,526
4,420
3,621
1.16
(1.50% Floor)
Second Lien Secured Delayed Draw Loan (20)
L+ 10.50%
12.00
%
12/15/20
01/08/26
671
671
537
0.17
(1.50% Floor)
5,197
5,091
4,158
1.33
Diversified Chemicals
Sklar Holdings, Inc.
First Lien Secured Term Loan
L+ 6.00%
7.00
%
11/13/19
05/13/23
8,882
8,718
8,834
2.82
(1.00% Floor)
Diversified Support Services
ImageOne Industries, LLC
First Lien Secured Term Loan
L+ 10.00%
11.00% (4.00%PIK)
01/11/18
01/11/23
6,564
6,422
6,564
2.10
(1.00% Floor)
First Lien Secured Revolving Loan (4)(7)
L+ 10.00%
11.00% (4.00%PIK)
07/22/19
12/12/22
379
379
379
0.12
(1.00% Floor)
NNA Services, LLC
First Lien Secured Term Loan
L+ 7.00%
8.50
%
10/16/18
10/16/23
13,353
13,178
13,284
4.25
(1.50% Floor)
20,296
19,979
20,227
6.47
Education Services
EducationDynamics, LLC
First Lien Secured Term Loan
L+ 7.75%
8.75
%
11/26/19
11/26/24
13,649
13,428
13,612
4.35
(1.00% Floor)
Food Retail
AG Kings Holdings, Inc.
First Lien Secured Term Loan (4)(8)
P+ 11.00%
16.25% (2.00%PIK)
8/10/16
08/10/21
21,755
8,612
7,600
2.43
(0.75% Floor)
Superpriority Secured Debtor-In- Possession Term Loan (4)(18)
L+ 10.00%
11.00
%
08/26/20
02/08/21
14,222
5,663
14,222
4.55
(1.00% Floor)
35,977
14,275
21,822
6.98
Health Care Facilities
Epiphany Dermatology
First Lien Secured Term Loan
L+ 7.50%
8.50
%
12/04/20
12/01/25
3,500
3,414
3,414
1.09
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 7.50%
8.50
%
12/04/20
12/01/25
—
—
—
—
(1.00% Floor)
First Lien Secured Delayed Draw Loan (7)
L+ 7.50%
8.50
%
12/04/20
12/01/25
—
—
—
—
(1.00% Floor)
Grupo HIMA San Pablo, Inc.
First Lien Secured Term Loan A
L+ 9.00%
9.22
%
05/15/19
04/30/19
3,855
3,855
2,613
0.84
First Lien Secured Term Loan B
L+ 9.00%
10.50
%
02/01/13
04/30/19
13,511
13,511
9,161
2.93
(1.50% Floor)
Second Lien Secured Term Loan (8)
N/A
15.75% (2.00%PIK)
02/01/13
07/31/18
1,028
1,024
—
—
21,894
21,804
15,188
4.86
Health Care Services
CHS Therapy, LLC
First Lien Secured Term Loan A
L+ 7.75%
9.25
%
06/14/19
06/14/24
7,422
7,325
7,422
2.37
(1.50% Floor)
First Lien Secured Term Loan C
L+ 7.75%
9.25
%
10/07/20
06/14/24
912
895
895
0.29
(1.50% Floor)
See notes to the consolidated financial statements
17
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date (10)
Date
Amount
Cost
Value (11)
Assets
Ivy Rehab Holdings LLC
First Lien Secured Term Loan
L+ 6.75%
7.75
%
12/04/20
12/04/24
8,855
$
8,682
$
8,682
2.77
%
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.75%
7.75
%
12/04/20
12/04/25
—
—
—
—
(1.00% Floor)
First Lien Secured Delayed Draw
L+ 6.75%
7.75
%
12/04/20
12/04/25
—
—
—
—
Loan (7)
(1.00% Floor)
Lab Logistics, LLC
First Lien Secured Term Loan
L+ 7.25%
8.25
%
10/16/19
11/19/25
709
693
694
0.22
(1.00% Floor)
First Lien Secured Delayed Draw Loan
L+ 7.25%
8.25
%
10/16/19
09/25/23
5,236
5,209
5,236
1.67
(1.00% Floor)
PG Dental New Jersey Parent, LLC
First Lien Secured Term Loan
L+ 7.75%
8.75
%
11/25/20
11/25/25
16,170
15,813
15,814
5.05
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 7.75%
8.75
%
11/25/20
11/25/25
—
—
—
—
(1.00% Floor)
39,304
38,617
38,743
12.37
Home Furnishings
Sure Fit Home Products, LLC
First Lien Secured Term Loan (8)
L+ 9.75%
10.75
%
10/26/18
07/13/22
5,229
5,111
4,019
1.28
(1.00% Floor)
Interactive Media & Services
What If Media Group, LLC
First Lien Secured Term Loan
L+ 6.50%
7.50
%
10/02/19
10/02/24
12,594
12,405
12,594
4.02
(1.00% Floor)
Internet & Direct Marketing Retail
BBQ Buyer, LLC
First Lien Secured Term Loan
L+ 8.00%
9.50
%
08/28/20
08/28/25
10,669
10,421
10,563
3.38
(1.50% Floor)
First Lien Secured Revolving Loan (7)
L+ 8.00%
9.50
%
08/28/20
02/28/21
—
—
8
—
(1.50% Floor)
Luxury Brand Holdings, Inc.
First Lien Secured Term Loan
L+ 7.00%
8.00
%
12/04/20
06/04/26
6,000
5,882
5,882
1.88
(1.00% Floor)
Potpourri Group, Inc.
First Lien Secured Term Loan
L+ 8.25%
9.75
%
07/03/19
07/03/24
18,390
18,099
18,238
5.83
(1.50% Floor)
35,059
34,402
34,691
11.09
Investment Banking & brokerage
JVMC Holdings Corp. (f/k/a RJO Holdings Corp)
First Lien Secured Term Loan
L+ 7.25%
8.25
%
02/28/19
02/28/24
13,598
13,512
13,598
4.35
(1.00% Floor)
IT Consulting & Other Services
AST-Applications Software Technology LLC
First Lien Secured Term Loan
L+ 8.00%
9.00% (1.00%PIK)
01/10/17
01/10/23
4,019
3,988
4,019
1.28
(1.00% Floor)
RCKC Acquisitions LLC (dba KSM Consulting LLC)
First Lien Secured Term Loan
L+ 6.25%
7.25
%
12/31/20
12/31/26
11,378
11,150
11,150
3.56
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.25%
7.25
%
12/31/20
12/31/26
—
—
—
—
(1.00% Floor)
First Lien Secured Delayed Draw Loan (7)
L+ 6.25%
7.25
%
12/31/20
12/31/22
—
—
—
—
(1.00% Floor)
15,397
15,138
15,169
4.84
See notes to the consolidated financial statements
18
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value As A
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date (10)
Date
Amount
Cost
Value (11)
Assets
Leisure Facilities
Honors Holdings, LLC
First Lien Secured Term Loan (16)
L+ 7.97%
8.97
%
09/06/19
09/06/24
9,427
$
9,278
$
8,296
2.65
%
(1.00% Floor)
(0.50 %PIK)
First Lien Secured Delayed Draw
L+ 7.61%
8.61
%
09/06/19
09/06/24
4,643
4,597
4,086
1.31
Loan (16)
(1.00% Floor)
(0.50 %PIK)
Lift Brands, Inc. (aka Snap Fitness Holdings, Inc)
First Lien Secured Term Loan A
L+ 3.25%
4.25
%
06/29/20
06/29/25
5,659
5,580
5,569
1.78
(1.00% Floor)
First Lien Secured Term Loan B
N/A
9.50
%
06/29/20
06/29/25
1,164
1,138
1,133
0.36
(9.50 %PIK)
First Lien Secured Term Loan C (9)
N/A
9.50
%
06/29/20
NA
1,268
1,265
1,265
0.40
(9.50 %PIK)
22,161
21,858
20,349
6.50
Office Services & Supplies
Empire Office, Inc.
First Lien Secured Term Loan
L+ 6.75%
8.25
%
04/12/19
04/12/24
10,736
10,595
10,489
3.35
(1.50% Floor)
Packaged Foods & Meats
Lenny & Larry's, LLC
First Lien Secured Term Loan (17)
L+ 7.94%
8.94
%
05/15/18
05/15/23
11,304
11,200
10,811
3.46
(1.00% Floor)
(1.17 %PIK)
Personal Products
Inspired Beauty Brands, Inc.
First Lien Secured Term Loan
L+ 7.00%
8.00
%
12/30/20
12/31/25
11,500
11,270
11,270
3.60
(1.00% Floor)
First Lien Secured Revolving
L+ 7.00%
Loan (7)
(1.00% Floor)
8.00
%
12/30/20
12/31/25
—
—
—
—
11,500
11,270
11,270
3.60
Property & Casualty Insurance
Policy Services Company, LLC
First Lien Secured Term Loan (5)
L+ 6.00%
7.00
%
03/06/20
05/31/24
6,240
5,987
6,115
1.95
(1.00% Floor)
Research & Consulting Services
Comniscient Technologies LLC
First Lien Secured Term Loan
L+ 7.50%
8.50
%
10/13/20
10/13/25
6,962
6,830
6,830
2.18
(1.00% Floor)
First Lien Secured Revolving
L+ 7.50%
Loan (7)
(1.00% Floor)
8.50
%
10/13/20
10/13/25
—
—
—
—
Nelson Worldwide, LLC
First Lien Secured Term Loan
L+ 9.25%
10.25
%
01/09/18
01/09/23
11,593
11,477
11,362
3.63
(1.00% Floor)
ALM Media, LLC
First Lien Secured Term Loan
L+ 6.50%
7.50
%
11/25/19
11/25/24
14,962
14,728
14,439
4.61
(1.00% Floor)
33,517
33,035
32,631
10.42
Restaurants
LS GFG Holdings Inc.
First Lien Secured Term Loan
L+ 7.00%
8.00
%
11/30/18
11/19/25
11,240
10,442
9,779
3.13
(1.00% Floor)
(1.00 %PIK)
Specialized Consumer Services
True Blue Car Wash, LLC
First Lien Secured Term Loan
L+ 7.12%
8.12
%
10/17/19
10/17/24
4,349
4,283
4,349
1.39
(1.00% Floor)
First Lien Secured Delayed Draw
L+ 7.12%
8.12
%
10/17/19
10/17/24
2,014
1,997
2,014
0.64
Loan
(1.00% Floor)
6,363
6,280
6,363
2.03
See notes to the consolidated financial statements
19
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date (10)
Date
Amount
Cost
Value (11)
Assets
Specialized Finance
Golden Pear Funding Assetco, LLC (5)
Second Lien Secured Term Loan
L+10.50%
11.50
%
09/20/18
03/20/24
10,938
$
10,810
$
10,938
3.50
%
(1.00%Floor)
Oasis Legal Finance, LLC (5)
Second Lien Secured Term Loan
L+10.75%
11.75
%
09/09/16
03/09/22
12,500
12,446
12,500
3.99
(1.00%Floor)
WHF STRS Ohio Senior Loan Fund LLC
Subordinated Note (4)(5)(7)(9)(14)
L+6.50%
6.65
%
07/19/19
N/A
41,073
41,073
41,073
13.13
64,511
64,329
64,511
20.62
Specialty Chemicals
Flexitallic Group SAS
First Lien Secured Term Loan
L+6.50%
7.50
%
10/28/19
10/29/26
11,632
11,389
10,818
3.46
(1.00%Floor)
Systems Software
Vero Parent, Inc.
First Lien Secured Term Loan
L+6.00%
7.00
%
11/06/19
08/16/24
7,074
6,613
7,074
2.26
(1.00%Floor)
Technology Hardware, Storage & Peripherals
Source Code Midco, LLC
First Lien Secured Term Loan
L+8.25%
9.25
%
05/04/18
05/04/23
22,322
22,022
22,322
7.13
(1.00%Floor)
Telestream Holdings Corporation
First Lien Secured Term Loan
L+8.75%
9.75
%
10/15/20
10/15/25
14,037
13,608
13,769
4.40
(1.00%Floor)
First Lien Secured Revolving Loan (7)
L+8.75%
9.75
%
10/15/20
10/15/25
—
—
15
—
(1.00%Floor)
36,359
35,630
36,106
11.54
Total Debt Investments
694,114
658,704
657,249
210.03
Equity Investments
Data Processing & Outsourced Services
Escalon Services Inc Warrants (4)
N/A
N/A
12/04/20
N/A
709
476
476
0.15
Diversified Support Services
Quest Events, LLC Preferred Units (4)
N/A
N/A
12/28/18
12/08/25
317
317
—
—
ImageOne Industries, LLC Common A Units (4)
N/A
N/A
09/20/19
N/A
225
—
—
542
317
14
—
Health Care Services
Lab Logistics Preferred Units (4)
N/A
N/A
10/29/19
N/A
2
857
857
0.27
Internet & Direct Marketing Retail
BBQ Buyer, LLC Shares (4)
N/A
N/A
08/28/20
N/A
1,100
1,100
1,265
0.40
Ross-Simons Topco, LP Preferred Units (4)
N/A
N/A
12/04/20
N/A
600
600
600
0.19
1,700
1,700
1,865
0.59
Investment Banking & Brokerage
N/A
N/A
10/01/20
N/A
—
6,944
6,448
2.06
Arcole Holding Corp. Shares (4)(5)(6)(19)
IT Consulting & Other Services
Keras Holdings, LLC Shares(dba KSM Consulting LLC) (4)
N/A
N/A
12/31/20
N/A
496
496
496
0.16
Leisure Facilities
Lift Brands, Inc. (aka Snap Fitness Holdings, Inc.) Class A Common Stock (4)
N/A
N/A
06/29/20
N/A
2
1,955
282
0.09
Lift Brands, Inc. (aka Snap Fitness Holdings, Inc.) Warrants (4)
N/A
N/A
06/29/20
06/28/28
1
793
114
0.04
3
2,748
396
0.13
See notes to the consolidated financial statements
20
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
Fair Value
As A
Spread
Principal/
Percentage
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
of Net
Investment Type (1)
Index (2)
Rate (3)
Date (10)
Date
Amount
Cost
Value (11)
Assets
Other Diversified Financial Services
RCS Creditor Trust Class B Units (4)(6)
N/A
N/A
10/01/17
N/A
143
$
—
$
—
—
%
SFS Global Holding Company Warrants (4)
N/A
N/A
06/28/18
12/28/25
—
—
—
—
Sigue Corporation Warrants (4)
N/A
N/A
06/28/18
12/28/25
22
2,890
3,498
1.12
165
2,890
3,498
1.12
Specialized Finance
NMFC Senior Loan Program I LLC Units (4)(5)(6)
N/A
N/A
06/10/14
08/31/22
10,000
10,029
9,269
2.96
WHF STRS Ohio Senior Loan Fund LLC Interests (4)(5)(7)(14)
N/A
N/A
07/19/19
N/A
10,268
10,268
10,167
3.25
20,268
20,297
19,436
6.21
Total Equity Investments
23,885
36,725
33,486
10.69
Total Investments
717,999
$
695,429
$
690,735
220.72
%
(1) Except as otherwise noted, all investments are non-controlled/non-affiliate investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and provide collateral for the Company’s credit facility.
(2) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), which resets monthly, quarterly or semiannually, the Canadian Dollar Offered Rate (“CDOR” or “C”) or the U.S. Prime Rate as published by the Wall Street Journal (“Prime” or “P”). The one, three and six-month LIBOR were 0.1%, 0.2% and 0.3%, respectively, as of December 31, 2020. The Prime was 3.25% as of December 31, 2020. The CDOR was 0.5% as of December 31, 2020.
(3) The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case may be.
(4) The investment or a portion of the investment does not provide collateral for the Company’s credit facility.
(5) Not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of total assets. Qualifying assets represented 84% of total assets as of the date of the consolidated schedule of investments.
(6) Investment is a non-controlled/affiliate investment as defined by the 1940 Act.
(7) The investment has an unfunded commitment in addition to any amounts presented in the consolidated schedule of investments as of December 31, 2020. See Note 8.
(8) The investment is on non-accrual status.
(9) Security is perpetual with no defined maturity date.
(10) Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the consolidated schedule of investments represented 221% of the Company’s net assets or 96% of the Company’s total assets, are subject to legal restrictions on sales.
(11) The fair value of each investment was determined using significant unobservable inputs. See Note 5.
(12) The investment was comprised of two contracts, which were indexed to different base rates, L and P, respectively. The Spread Above Index and Interest Rate presented represent the weighted average of both contracts.
(13) Principal amount is denominated in Canadian dollars.
(14) Investment is a controlled affiliate investment as defined by the 1940 Act. On January 14, 2019, the Company entered into an agreement (as described in Note 4 hereto) with State Teachers Retirement System of Ohio, a public pension fund established under Ohio law (“STRS Ohio”), to create WHF STRS Ohio Senior Loan Fund, LLC (“STRS JV”), a joint venture, which invests primarily in senior secured first and second lien term loans.
(15) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche
See notes to the consolidated financial statements
21
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands)
will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(16) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 3.50% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(17) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(18) In August 2020, in conjunction with the AG Kings Holdings, Inc. bankruptcy, the Company converted approximately $14.2 million of its existing first lien secured term loan into a new superpriority secured debtor-in-possession term loan.
(19) On October 1, 2020, as part of a restructuring agreement between the Company and Arcole Acquisition Corp, the Company’s investments in first lien secured term loans to Arcole Acquisition Corp were converted into common shares of Arcole Holding Corp.
(20) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 2.00% PIK .
See notes to the consolidated financial statements
22
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2021
(in thousands, except share and per share data)
NOTE 1 - ORGANIZATION
WhiteHorse Finance, Inc. (“WhiteHorse Finance” and, together with its subsidiaries, the “Company”) is an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, WhiteHorse Finance elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). WhiteHorse Finance’s common stock trades on the Nasdaq Global Select Market under the symbol “WHF.”
The Company’s investment objective is to generate attractive risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest rate based on a risk-free index rate such as LIBOR and have a term of three to six years. While the Company focuses principally on originating senior secured loans to lower middle market companies, it may also opportunistically make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests and may receive warrants to purchase common stock in connection with its debt investments.
WhiteHorse Finance’s investment activities are managed by H.I.G. WhiteHorse Advisers, LLC (“WhiteHorse Advisers” or the “Investment Adviser”). H.I.G. WhiteHorse Administration, LLC (“WhiteHorse Administration” or the “Administrator”) provides administrative services necessary for the Company to operate.
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause WhiteHorse Advisers to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related regulations promulgated by the U.S. Commodity Futures Trading Commission (the “CFTC”). On January 23, 2020, WhiteHorse Advisers claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company (the “Exclusion”) and, therefore, WhiteHorse Advisers is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company. WhiteHorse Advisers has affirmed the Exclusion on February 24, 2021 and intends to continue to affirm the Exclusion on an annual basis.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation : The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of WhiteHorse Finance and its wholly owned subsidiaries, WhiteHorse Finance Credit I, LLC (“WhiteHorse Credit”), and its subsidiary WhiteHorse Finance (CA), LLC (“WhiteHorse California”), WhiteHorse Finance Warehouse, LLC (“WhiteHorse Warehouse”), WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings, LLC and WhiteHorse Finance Holdings, LLC. The Company meets the definition of an investment company under Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies , and therefore applies the accounting and reporting guidance discussed therein to its consolidated financial statements. All significant intercompany balances and transactions have been eliminated.
Additionally, the accompanying consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. This quarterly report on Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2020. The current period’s results of
23
operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2021.
Principles of Consolidation : Under the investment company rules and regulations pursuant to ASC Topic 946, WhiteHorse Finance is precluded from consolidating any entity other than another investment company. As provided under ASC Topic 946, WhiteHorse Finance generally consolidates any investment company when it owns 100% of its partners’ or members’ capital or equity units. The Company does not consolidate its investment in STRS JV. See further description in Note 4.
Use of Estimates : The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from those estimates.
Fair Value of Financial Instruments : The Company determines the fair value of its financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
Investments are measured at fair value as determined in good faith by the Investment Adviser’s investment committee (the “Investment Committee”), generally on a quarterly basis, and such valuations are reviewed by the audit committee of the Company’s board of directors and ultimately approved by the Company’s board of directors, based on, among other factors, consistently applied valuation procedures on each measurement date. Any changes to the valuation methodology are reviewed by management and the Company’s board of directors to confirm that the changes are justified. The Company continues to review and refine its valuation procedures in response to market changes.
The Company engages independent external valuation firms to periodically review material investments. These external reviews are used by the Company’s board of directors to review the Company’s internal valuation of each investment over the year.
Investment Transactions : The Company records investment transactions on a trade date basis. These transactions may settle subsequent to the trade date depending on the transaction type. Certain expenses related to legal and tax consultation, due diligence, rating fees, valuation expenses and independent collateral appraisals may arise when the Company makes certain investments. These expenses are recognized in the consolidated statements of operations as they are incurred.
Foreign currency translation : The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1) cash and cash equivalents, restricted cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities — at the spot exchange rate on the last business day of the period; and
(2) purchases and sales of investments, income and expenses — at the exchange rates prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the consolidated statements of operations.
24
Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition : The Company’s revenue recognition policies are as follows:
Sales : Realized gains or losses on the sales of investments are calculated by using the specific identification method.
Investment Income : Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. The Company may also receive closing, commitment, prepayment, amendment and other fees from portfolio companies in the ordinary course of business.
Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Closing fees associated with investments in portfolio companies are deferred and recognized as interest income over the respective terms of the applicable loans. Upon the prepayment of a loan or debt security, any unamortized loan closing fees are recorded as part of interest income. Commitment fees are based upon the undrawn portion committed by the Company and are recorded as interest income on an accrual basis. Prepayment, amendment and other fees are recognized when earned, generally when such fees are receivable, and are included in fee income on the consolidated statements of operations.
The Company may invest in loans that contain a PIK interest rate provision. PIK interest is accrued at the contractual rates and added to loan principal on the reset dates to the extent such amounts are expected to be collected.
Non-accrual loans : Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected. The Company may conclude that non-accrual status is not required if the loan has sufficient collateral value and is in the process of collection. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. 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.
Cash and Cash Equivalents : Cash and cash equivalents include cash, deposits with financial institutions, and short-term liquid investments in money market funds with original maturities of three months or less.
Restricted Cash and Cash Equivalents : Restricted cash and cash equivalents include amounts that are collected and held by the trustee appointed as custodian of the assets securing the Credit Facility (as defined in Note 6). Restricted cash is held by the trustee for the payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash that represents interest or fee income is transferred to unrestricted cash accounts by the trustee generally once a quarter after the payment of operating expenses and amounts due under the Credit Facility (as defined in Note 6).
Offering Costs : The Company may incur legal, accounting, regulatory, investment banking and other costs in relation to equity offerings. Offering costs are deferred and charged against paid-in capital in excess of par on completion of the related offering.
Deferred Financing Costs : Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are amortized and are included in interest expense in the consolidated statements of operations over the estimated life of the borrowings. Deferred financing costs are presented in the consolidated statements of assets and liabilities as a direct reduction from the carrying amount of the related debt liability.
25
Income Taxes : The Company elected to be treated as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, among other requirements, the Company is required to distribute dividends for U.S. federal income tax purposes to its stockholders each taxable year generally of an amount at least equal to 90% of the sum of ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, the Company will incur a nondeductible excise tax equal to 4% of the amount by which (1) 98% of ordinary income for the calendar year (taking into account certain deferrals and elections), (2) 98.2% of capital gains in excess of capital losses, adjusted for certain ordinary losses, for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gain income for preceding years that were not distributed during such years and on which the Company incurred no U.S. federal income tax exceed distributions for the year. The Company accrues estimated excise tax on the amount, if any, that estimated taxable income is expected to exceed the level of stockholder distributions described above.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statement is the largest benefit or expense that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Any tax positions not deemed to satisfy the more likely than not threshold are reversed and recorded as tax benefit or tax expense, as appropriate, in the current year. Management has analyzed the Company’s tax positions, and the Company has concluded that the Company did not have any unrecognized tax benefits or unrecognized tax liabilities related to uncertain tax positions as of September 30, 2021 and December 31, 2020.
Penalties or interest that may be assessed related to any income taxes would be classified as general and administrative expenses on the consolidated statements of operations. The Company had no amounts accrued for interest or penalties as of September 30, 2021 or December 31, 2020. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company’s tax returns are subject to examination by federal, state and local taxing authorities. Because many types of transactions are susceptible to varying interpretations under U.S. federal and state income tax laws and regulations, the amounts reported in the accompanying consolidated financial statements may be subject to change at a later date by the respective taxing authorities. Tax returns for each of the federal tax years since 2018 remain subject to examination by the Internal Revenue Service.
As of September 30, 2021 and December 31, 2020, the cost of investments for federal income tax purposes was $697,591 and $701,493 resulting in net unrealized depreciation of $10,468 and $10,758, respectively. This is comprised of gross unrealized appreciation of $10,965 and $16,954, and gross unrealized depreciation of $21,433 and $27,712, on a tax basis, as of September 30, 2021 and December 31, 2020, respectively.
Dividends and Distributions : Dividends and distributions to common stockholders are recorded on the ex-dividend date. Quarterly distribution payments are determined by the Company’s board of directors and are paid from taxable earnings estimated by management and may include a return of capital and/or capital gains. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company maintains an “opt out” dividend reinvestment plan (“DRIP”) for common stockholders. As a result, if the Company declares a distribution or other dividend, stockholders’ cash distributions will be automatically reinvested in additional shares of common stock, unless they specifically “opt out” of the DRIP so as to receive cash distributions.
Earnings per Share : The Company calculates earnings per share as earnings available to stockholders divided by the weighted average number of shares outstanding during the period.
Risks and Uncertainties : In the normal course of business, the Company encounters primarily two significant types of economic risks: credit and market. Credit risk is the risk of default on the Company’s investments that result from an issuer’s, borrower’s or derivative counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of investments due to changes in interest rates, spreads or other market factors, including the value of the collateral underlying investments held by the Company. Refer to “COVID-19 Developments” section in Note 8. Management believes that the carrying value of the Company’s investments are fairly stated, taking into consideration these risks along with estimated collateral values, payment histories and other market information.
26
Reclassifications : Certain amounts in the consolidated financial statements have been reclassified. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations or cash flows as previously reported.
Recent Accounting Pronouncements : In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. As of September 30, 2021, the guidance did not have a material impact on the Company’s consolidated financial statements.
NOTE 3 - FORWARD CURRENCY CONTRACTS
The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
The Company utilizes forward foreign currency exchange contracts to protect itself against fluctuations in exchange rates. The Company may choose to renew contracts quarterly unless otherwise settled by the Company or the counterparty.
The following table provides a breakdown of our forward currency contracts for the three and nine months ended September 30, 2021 and 2020:
For the three months ended
For the nine months ended
September 30, 2021
September 30, 2021
Realized gain (loss) on forward currency contracts
$
1
$
(3)
Unrealized appreciation (deprectiation) on forward currency contracts
187
186
Total net realized and unrealized gains (losses) on forward currency contracts
$
188
$
183
For the three months ended
For the nine months ended
September 30, 2020
September 30, 2020
Realized (loss) on forward currency contracts
$
(25)
$
(25)
Unrealized appreciation (depreciation) on forward currency contracts
3
—
Total net realized and unrealized gains (losses) on forward currency contracts
$
(22)
$
(25)
27
The value associated with unrealized loss on open contracts is included in unrealized appreciation/depreciation on forward currency contracts within the statement of assets and liabilities. Open contracts as of September 30, 2021 were as follows:
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized
appreciation
Unrealized
depreciation
Morgan Stanley
C$
24,385 CAD
$
19,440 USD
10/28/21
$
186
$
—
Total
$
186
$
—
The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period.
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of September 30, 2021.
As of September 30, 2021
Counterparty ($ in thousands)
Derivative Assets
Subject to Master
Netting Agreement
Derivative
Liabilities Subject
to Master Netting
Agreement
Derivatives
Available for
Offset
Non-cash
Collateral
Received
Non-cash
Collateral
Pledged (1)
Cash Collateral
Received (1)
Cash Collateral
Pledged (1)
Net Amount of
Derivative
Assets (2)
Net Amount of
Derivative
Liabilities (3)
Morgan Stanley
$
186
$
—
$
—
$
—
$
—
$
—
$
—
$
186
$
—
Total
$
186
$
—
$
—
$
—
$
—
$
—
$
—
$
186
$
—
(1) In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.
(2) Net amount of derivative assets represents the net amount due from the counterparty to the Company in the event of default.
(3) Net amount of derivative liabilities represents the net amount due from the Company to the counterparty in the event of default.
NOTE 4 - INVESTMENTS
Investments consisted of the following:
As of September 30, 2021
As of December 31, 2020
Amortized Cost
Fair Value
Amortized Cost
Fair Value
First lien secured loans
$
572,526
$
564,996
$
588,260
$
588,580
Second lien secured loans
31,379
29,662
29,371
27,596
Subordinated unsecured loans
167
167
—
—
Subordinated Note to STRS JV
57,297
57,297
41,073
41,073
Equity (excluding STRS JV)
19,354
20,188
26,457
23,319
Equity in STRS JV
14,324
14,813
10,268
10,167
Total
$
695,047
$
687,123
$
695,429
$
690,735
28
The following table shows the portfolio composition by industry grouping at fair value:
Industry ($ in thousands)
As of September 30, 2021
As of December 31, 2020
Advertising
$
7,686
1.2
%
$
15,159
2.4
%
Agricultural & Farm Machinery
—
—
9,201
1.4
Air Freight & Logistics
18,738
3.0
5,359
0.8
Application Software
24,745
4.0
28,397
4.4
Automotive Retail
15,392
2.5
22,139
3.5
Broadcasting
—
—
4,844
0.8
Building Products
34,495
5.6
19,751
3.1
Cable & Satellite
14,419
2.3
14,250
2.2
Commodity Chemicals
15,191
2.5
10,818
1.7
Communications Equipment
—
—
15,770
2.5
Construction & Engineering
6,948
1.1
26,229
4.1
Construction Materials
7,521
1.2
7,840
1.2
Consumer Finance
8,721
1.4
9,682
1.5
Data Processing & Outsourced Services
32,874
5.3
36,861
5.8
Department Stores
13,538
2.2
13,272
2.1
Distributors
4,024
0.7
4,158
0.7
Diversified Chemicals
7,429
1.2
8,834
1.4
Diversified Support Services
11,686
1.9
20,241
3.2
Education Services
13,452
2.2
13,612
2.1
Electronic Equipment & Instruments
6,705
1.1
—
—
Food Retail
—
—
21,822
3.4
Health Care Facilities
13,335
2.2
15,188
2.4
Health Care Services
56,347
9.2
39,600
6.2
Heavy Electrical Equipment
11,040
1.8
—
—
Home Furnishings
4,419
0.7
4,019
0.6
Household Products
11,733
1.9
—
—
Interactive Media & Services
19,707
3.2
12,594
2.0
Internet & Direct Marketing Retail
44,408
7.2
36,556
5.7
Investment Banking & Brokerage
19,746
3.2
20,046
3.1
IT Consulting & Other Services
10,081
1.6
15,665
2.5
Leisure Facilities
22,010
3.6
20,745
3.2
Leisure Products
5,422
0.9
—
—
Office Services & Supplies
21,062
3.4
10,489
1.6
Other Diversified Financial Services
3,493
0.6
3,498
0.6
Packaged Foods & Meats
10,814
1.8
10,811
1.7
Personal Products
12,406
2.0
11,270
1.8
Property & Casualty Insurance
5,562
0.9
6,115
1.0
Research & Consulting Services
24,364
4.0
32,631
5.1
Restaurants
—
—
9,779
1.5
Specialized Consumer Services
22,536
3.7
6,363
1.0
Specialized Finance (1)
10,938
1.8
32,707
5.1
Systems Software
19,179
3.1
7,074
1.1
Technology Hardware, Storage & Peripherals
22,847
3.7
36,106
5.7
Total (1)
$
615,013
100.0
%
$
639,495
100.0
%
(1) Excludes investments in STRS JV.
29
As of September 30, 2021, the portfolio companies underlying the investments are all located in the United States and its territories, except for Arcole Acquisition Corp and Trimlite Buyer, LLC, which are domiciled in Canada. As of September 30, 2021 and December 31, 2020, the weighted average remaining term of the Company’s debt investments, excluding non-accrual investments, were approximately 3.7 years and 3.6 years, respectively.
As of September 30, 2021 and December 31, 2020, the total fair value of non-accrual loans were $8,683 and $11,620, respectively.
An affiliated company is generally a portfolio company in which the Company owns 5% or more of its voting securities. A controlled affiliated company is generally a portfolio company in which the Company owns more than 25% of its voting securities or has the power to exercise control over its management or policies (including through a management agreement). The following table presents the schedule of investments in and advances to affiliated and controlled persons (as defined by the 1940 Act) as of and for the nine months ended September 30, 2021:
Amount of
dividends and
Beginning
Net Change in
Ending Fair
interest
Fair Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
September 30,
Affiliated Person (1)
Asset
income
2020
Purchases
Sales
Gain (Loss)
(Depreciation)
2021
Non-controlled affiliates
Arcole Holding Corp Shares
Equity
$
749
$
6,448
$
—
$
—
$
—
$
352
$
6,800
NMFC Senior Loan Program I LLC Units
Equity
293
9,269
—
(10,000)
—
731
—
Total Non-controlled affiliates
$
1,042
$
15,717
$
—
$
(10,000)
$
—
$
1,083
$
6,800
Amount of
dividends and
Beginning
Net Change in
Ending Fair
interest
Fair Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
September 30,
Affiliated Person (1)
Asset
income
2020
Purchases
Sales
Gain (Loss)
(Depreciation)
2021
Controlled affiliates
WHF STRS Ohio Senior Loan Fund LLC*
Subordinated Note
$
2,362
$
41,073
$
16,224
$
—
$
—
$
—
$
57,297
WHF STRS Ohio Senior Loan Fund LLC*
Equity
3,638
10,167
4,056
—
—
590
14,813
Total Controlled affiliates
$
6,000
$
51,240
$
20,280
$
—
$
—
$
590
$
72,110
30
The following table presents the schedule of investments in and advances to affiliated and controlled affiliated persons (as defined by the 1940 Act) as of and for the year ended December 31, 2020:
Amount of
dividends and
Beginning Fair
Net Change in
Ending Fair
interest
Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
December 31,
Affiliated Person (1)
Asset
income
2019
Purchases
Sales
Gain (Loss)
(Depreciation)
2020
Non-controlled affiliates
Arcole Holding Corp Shares
Equity
$
114
$
—
$
6,944
$
—
$
—
$
(496)
$
6,448
NMFC Senior Loan Program I LLC Units
Equity
1,069
9,651
—
—
—
(382)
9,269
Total Non-controlled affiliates
$
1,183
$
9,651
$
6,944
$
—
$
—
$
(878)
$
15,717
Amount of
dividends and
Beginning
Net Change in
Ending Fair
interest
Fair Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
December 31,
Affiliated Person (1)
Asset
income
2019
Purchases
Sales
Gain (Loss)
(Depreciation)
2020
Controlled affiliates
WHF STRS Ohio Senior Loan Fund LLC*
Subordinated Note
$
2,595
$
26,344
$
14,729
$
—
$
—
$
—
$
41,073
WHF STRS Ohio Senior Loan Fund LLC*
Equity
1,761
6,949
3,682
—
—
(464)
10,167
Total Controlled affiliates
$
4,356
$
33,293
$
18,411
$
—
$
—
$
(464)
$
51,240
*
The Company and STRS Ohio are the members of STRS JV, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in STRS JV in the form of limited liability company (“LLC”) equity interests and interest-bearing subordinated notes as STRS JV makes investments, and all portfolio and other material decisions regarding STRS JV must be submitted to STRS JV’s board of managers which is comprised of an equal number of members appointed by each of the Company and STRS Ohio. Because management of STRS JV is shared equally between the Company and STRS Ohio, the Company does not believe it controls STRS JV for purposes of the 1940 Act or otherwise.
(1) Refer to the consolidated schedule of investments for the principal amount, industry classification and other security detail of each portfolio company.WHF STRS Ohio Senior Loan Fund LLC
On January 14, 2019, the Company entered into a limited liability company operating agreement with STRS Ohio to co-manage a newly formed joint venture investment company, STRS JV, a Delaware limited liability company. STRS Ohio and the Company have committed to provide up to $125,000 of subordinated notes and equity to STRS JV, with STRS Ohio providing up to $50,000 and the Company providing up to $75,000, respectively. STRS JV will invest primarily in lower middle market, senior secured debt facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest rate based on a risk-free index rate such as LIBOR and have a term of three to six years.
In July 2019, STRS JV formally launched operations. As of September 30, 2021 and December 31, 2020, STRS JV had total assets of $246,765 and $181,382, respectively. STRS JV’s portfolio consisted of debt investments in 27 and 20 portfolio companies as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, the largest investment by aggregate principal amount (including any unfunded commitments) in a single portfolio company in STRS JV’s portfolio was $19,003 and $14,593, respectively. The five largest investments in portfolio companies by fair value in STRS JV totaled $72,488 and $60,252 as of September 30, 2021 and December 31, 2020, respectively. STRS JV invests in portfolio companies in the same industries in which the Company may directly invest.
31
The Company provides capital to STRS JV in the form of LLC equity interests and through interest-bearing subordinated notes. As of September 30, 2021 and December 31, 2020, the Company and STRS Ohio owned 60% and 40%, respectively, of the LLC equity interests of STRS JV. The Company’s investment in STRS JV consisted of equity contributions of $14,324 and $10,268 and advances of the subordinated notes of $57,297 and $41,073 as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, of which $676 and $2,703 were unfunded, respectively. As of December 31, 2020, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, of which $4,732 and $18,927 were unfunded, respectively.
The Company and STRS Ohio each appoint two members to STRS JV’s four-person board of managers. All material decisions with respect to STRS JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers. Quorum is defined as (i) the presence of two members of the board of managers; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of managers; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; or (iii) the presence of four members of the board of managers; provided that two individuals are present that were elected, designated or appointed by each member.
On July 19, 2019, STRS JV entered into a $125,000 credit and security agreement (the “STRS JV Credit Facility”) with JPMorgan Chase Bank, National Association (“JPMorgan”). On January 27, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, increase the size of the STRS JV Credit Facility from $125,000 to $175,000. On April 28, 2021, the terms of the STRS JV Credit Facility were amended and restated to, among other things, enable borrowings in British Pounds or Euros. On July 15, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, allow STRS JV to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from January 19, 2022 to January 19, 2023, extend the end of the reinvestment period from July 19, 2022 to July 19, 2023 and extend the scheduled termination date from July 19, 2024, to July 19, 2025.
As of September 30, 2021, the STRS JV Credit Facility had $175,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a risk-free index rate such as LIBOR, Sterling Overnight Index Average (“SONIA”) or CDOR plus 2.35%. The final maturity date of the STRS JV Credit Facility is July 19, 2025. As of September 30, 2021, STRS JV had $126,189 of outstanding borrowings and an effective interest rate of 2.51% per annum under the STRS JV Credit Facility.
32
Below is a listing of STRS JV’s individual investments as of September 30, 2021:
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
North America
Debt Investments
Advertising
SmartSign Holdings LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
10/21/19
10/11/24
8,686
$
8,581
$
8,686
SmartSign Holdings LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
10/21/19
10/11/24
—
—
11
8,686
8,581
8,697
Application Software
TaxSlayer, LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
01/21/21
12/31/26
6,762
6,642
6,666
TaxSlayer, LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
01/21/21
12/31/26
—
—
3
6,762
6,642
6,669
Building Products
Drew Foam Companies Inc
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
11/09/20
11/05/25
7,225
7,106
7,153
LHS Borrower, LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
10/09/20
09/30/25
9,506
9,334
9,436
LHS Borrower, LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.75%
7.75%
10/09/20
09/30/25
—
—
6
16,731
16,440
16,595
Construction & Engineering
Road Safety Services, Inc
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/31/19
09/18/23
6,443
6,344
6,421
Road Safety Services, Inc
First Lien Secured Revolving Loan
3.25%
P+ 5.00%
8.25%
12/31/19
09/18/23
432
425
438
Tensar Corp
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
11/24/20
08/20/25
6,948
6,805
6,948
13,823
13,574
13,807
Data Processing & Outsourced Services
Geo Logic Systems Ltd (7)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.50%
01/22/20
12/19/24
20,768
15,850
16,232
Geo Logic Systems Ltd (7)
First Lien Secured Revolving Loan
1.00%
C+ 6.50%
7.50%
01/22/20
12/19/24
—
—
5
20,768
15,850
16,237
Diversified Support Services
Quest Events, LLC (9)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00% (5.46% Cash + 1.54% PIK)
07/19/19
12/28/24
11,994
11,866
9,751
Quest Events, LLC (9)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
07/19/19
12/28/24
935
924
760
12,929
12,790
10,511
Electronic Equipment & Instruments
LMG Holdings, Inc
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
06/28/21
04/30/26
6,819
6,690
6,704
LMG Holdings, Inc
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
06/28/21
04/30/26
—
—
1
6,819
6,690
6,705
Environmental & Facilities Services
WH Lessor Corp
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
01/22/20
12/26/24
6,888
6,790
6,874
WH Lessor Corp
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
01/22/20
12/26/24
—
—
7
6,888
6,790
6,881
Human Resource & Employment Services
Pluto Acquisition Topco, LLC (8)
First Lien Secured Term Loan
1.50%
L+ 6.31%
7.81%
05/19/20
01/31/24
11,115
11,010
11,115
11,115
11,010
11,115
Industrial Machinery
FR Flow Control CB LLC
First Lien Secured Term Loan B
1.00%
L+ 5.50%
6.50%
07/19/19
06/28/26
6,815
6,722
6,815
6,815
6,722
6,815
Internet & Direct Marketing Retail
Marlin DTC-LS Midco 2, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
07/19/19
07/01/25
15,381
15,178
15,381
Marlin DTC-LS Midco 2, LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
07/19/19
07/01/25
—
—
12
15,381
15,178
15,393
Investment Banking & Brokerage
TOUR Intermediate Holdings, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
05/19/20
05/15/25
7,543
7,440
7,543
TOUR Intermediate Holdings, LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
05/19/20
05/15/25
2,653
2,636
2,653
10,196
10,076
10,196
33
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
IT Consulting & Other Services
Cennox, Inc
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/28/21
05/04/26
4,035
$
3,959
$
3,995
Cennox, Inc
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
06/28/21
05/04/26
8,649
8,487
8,564
Cennox, Inc
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
06/28/21
05/04/26
125
122
131
Cennox Holdings Limited (7)
First lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
07/16/21
05/04/26
2,873
3,894
3,833
Cennox Holdings Limited (7)
First lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
07/16/21
05/04/26
749
1,016
1,000
KSM Consulting LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
01/27/21
12/31/26
11,292
11,092
11,293
KSM Consulting LLC (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
01/27/21
12/31/26
—
—
28
KSM Consulting LLC (6)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
01/27/21
12/31/26
889
873
898
Turnberry Solutions, Inc
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
08/10/21
09/02/26
5,806
5,694
5,693
Turnberry Solutions, Inc
First Lien Secured Revolving Loan
3.25%
P+ 5.00%
8.25%
08/10/21
09/02/26
86
84
84
34,504
35,221
35,519
Packaged Foods & Meats
Mikawaya Holdings, LLC
First Lien Secured Term Loan
1.25%
L+ 5.50%
6.75%
02/18/20
01/29/25
3,034
2,993
3,034
Poultry Holdings, LLC
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25% (6.75% Cash + 1.50% PIK)
10/21/19
06/28/25
7,789
7,688
7,010
Stella & Chewy's
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/29/20
12/16/25
5,313
5,222
5,100
Stella & Chewy's (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
12/29/20
12/16/25
1,898
1,881
1,782
Westrock Coffee Company, LLC
First Lien Secured Term Loan
1.50%
L+ 9.00%
10.50% (9.75% Cash + 0.75% PIK)
03/20/20
02/28/25
9,151
9,073
8,968
27,185
26,857
25,894
Personal Products
Sunless, Inc
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
10/21/19
08/13/24
4,271
4,193
4,229
Sunless, Inc (6)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
10/21/19
08/13/24
—
—
2
4,271
4,193
4,231
Research & Consulting Services
E-Phoenix Acquisition Co. Inc (dba Integreon)
First Lien Secured Term Loan
1.00%
L+ 5.75%
6.75%
07/15/21
06/23/27
8,977
8,869
8,869
8,977
8,869
8,869
Systems Software
IDIG Parent LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/25/21
12/15/26
8,504
8,421
8,504
IDIG Parent LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
09/21/21
12/15/26
1,411
1,397
1,411
IDIG Parent LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
06/25/21
12/15/26
—
—
5
9,915
9,818
9,920
Technology Hardware, Storage & Peripherals
PS Lightwave, Inc
First Lien Secured Term Loan
1.50%
L+ 6.75%
8.25%
05/19/20
03/10/25
7,365
7,259
7,292
PS Lightwave, Inc (6)
First Lien Secured Delayed Draw Loan
1.50%
L+ 6.75%
8.25%
05/19/20
03/10/25
—
—
6
Source Code Midco, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
08/10/21
07/30/27
7,648
7,499
7,499
Source Code Midco, LLC (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
08/10/21
07/30/27
—
—
—
15,013
14,758
14,797
Trading Companies & Distributors
LINC Systems, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
06/22/21
02/24/26
10,158
9,966
10,123
LINC Systems, LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
06/22/21
02/24/26
—
—
13
10,158
9,966
10,136
Total Investments
246,936
$
240,025
$
238,987
(1) Except as noted, all investments provide collateral for the STRS JV Credit Facility.
(2) The investments bear interest at a rate that may be determined by reference to LIBOR, which resets monthly, quarterly or semiannually, CDOR or Prime. The one, three and six-month LIBOR were 0.08%, 0.13% and 0.16%, respectively, as of September 30, 2021. The one, three and six-month GBP LIBOR were 0.05%, 0.08% and 0.17%, respectively, as of September 30, 2021. The CDOR and Prime were 0.45% and 3.25%, respectively, as of September 30, 2021.
(3) The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the PIK interest rate, as the case may be.
(4) Except as otherwise noted, all of the STRS JV’s portfolio company investments, which as of the date of the portfolio represented 968% of STRS JV’s net assets or 97% of STRS JV’s total assets, are subject to legal restrictions on sales.
(5) The fair value of each investment was determined using significant unobservable inputs.
34
(6) The investment or a portion of the investment does not provide collateral for the STRS JV Credit Facility.
(7) Principal amount is non-USD denominated and is based in Canadian dollars or British Pounds.
(8) In addition to the interest earned based on the stated interest rate of this security, STRS JV is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(9) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 7.00% PIK.
35
Below is a listing of STRS JV’s individual investments as of December 31, 2020:
Spread
Principal/
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
Investment Type (1)
Index (2)
Rate (3)
Date (4)
Date
Amount
Cost
Value (5)
North America
Debt Investments
Advertising
SmartSign Holdings LLC
First Lien Secured Term Loan
L+ 6.00%
7.00%
10/21/19
10/11/24
8,753
$
8,620
$
8,710
(1.00% Floor)
First Lien Secured Revolving Loan
L+ 6.00%
7.00%
10/21/19
10/11/24
545
537
546
(1.00% Floor)
9,298
9,157
9,256
Building Products
Drew Foam Companies Inc
First Lien Secured Term Loan
L+ 6.50%
7.50%
11/09/20
11/24/25
10,079
9,883
9,882
(1.00% Floor)
First Lien Secured Revolving Loan
L+ 6.50%
7.50%
11/09/20
11/05/25
332
325
325
(1.00% Floor)
LHS Borrower, LLC
First Lien Secured Term Loan
L+ 6.75%
7.75%
10/09/20
09/30/25
9,689
9,478
9,543
(1.00% Floor)
First Lien Secured Revolving Loan
L+ 6.75%
7.75%
10/09/20
09/30/25
—
—
4
(1.00% Floor)
20,100
19,686
19,754
Construction & Engineering
SFP Holding, Inc.
First Lien Secured Term Loan
L+ 6.25%
7.25%
12/13/19
09/01/22
6,483
6,482
6,389
(1.00% Floor)
First Lien Secured Delayed Draw Loan
L+ 6.25%
7.25%
12/13/19
09/01/22
6,713
6,711
6,610
(1.00% Floor)
First Lien Secured Revolving Loan
L+ 6.25%
7.25%
12/31/19
09/01/22
—
—
(13)
(1.00% Floor)
Tensar Corp.
First Lien Secured Term Loan
L+ 6.75%
7.75%
11/24/20
08/20/25
7,000
6,829
6,829
(1.00% Floor)
20,196
20,022
19,815
Data Processing & Outsourced Services
Geo Logic Systems Ltd.
First Lien Secured Term Loan (7)
L+ 6.24%
7.24%
01/22/20
12/19/24
14,466
10,894
11,133
(1.00% Floor)
First Lien Secured Revolving Loan (7)
L+ 6.24%
7.24%
01/22/20
12/19/24
—
—
(3)
(1.00% Floor)
14,466
10,894
11,130
Diversified Support Services
Quest Events, LLC
First Lien Secured Term Loan
L+ 6.00%
7.00%
07/19/19
12/28/24
11,649
11,490
9,470
(1.00% Floor)
(3.50%PIK)
First Lien Secured Revolving Loan
L+ 6.00%
7.00%
07/19/19
12/28/24
935
922
760
(1.00% Floor)
(3.50%PIK)
12,584
12,412
10,230
Environmental & Facilities Services
WH Lessor Corp.
First Lien Secured Term Loan
L+ 6.00%
7.00%
01/22/20
11/24/25
6,259
6,155
6,239
(1.00% Floor)
First Lien Secured Revolving Loan
L+ 6.00%
7.00%
01/22/20
12/26/24
—
—
9
(1.00% Floor)
6,259
6,155
6,248
Human Resource & Employment Services
Pluto Acquisition Topco, LLC
First Lien Secured Term Loan (8)
L+ 6.31%
7.81%
05/19/20
01/31/24
11,549
11,405
11,549
(1.50% Floor)
11,549
11,405
11,549
36
Spread
Principal/
Above
Interest
Acquisition
Maturity
Share
Amortized
Fair
Investment Type (1)
Index (2)
Rate (3)
Date (4)
Date
Amount
Cost
Value (5)
Industrial Machinery
FR Flow Control CB LLC
First Lien Secured Term Loan B
L+ 6.00%
7.00%
07/19/19
06/28/26
7,269
$
7,154
$
7,088
(1.00% Floor)
First Lien Secured Term Loan C
L+ 6.00%
7.00%
07/19/19
06/28/26
2,870
2,825
2,798
(1.00% Floor)
10,139
9,979
9,886
Insurance Brokers
SelectQuote, Inc.
First Lien Secured Term Loan
L+ 6.00%
7.00%
11/05/19
11/05/24
7,838
7,718
7,838
(1.00% Floor)
7,838
7,718
7,838
Internet & Direct Marketing Retail
Marlin DTC-LS Midco 2, LLC
First Lien Secured Term Loan
L+ 5.50%
6.50%
07/19/19
07/01/25
13,577
13,373
13,501
(1.00% Floor)
First Lien Secured Revolving Loan
L+ 5.50%
6.50%
07/19/19
07/01/25
—
—
10
(1.00% Floor)
13,577
13,373
13,511
Investment Banking & Brokerage
TOUR Intermediate Holdings, LLC
First Lien Secured Term Loan
L+ 7.00%
8.00%
05/19/20
05/15/25
8,194
8,059
8,194
(1.00% Floor)
First Lien Secured Delayed Draw Loan
L+ 7.00%
8.00%
05/19/20
05/15/25
2,882
2,859
2,882
(1.00% Floor)
11,076
10,918
11,076
Packaged Foods & Meats
Mikawaya Holdings, LLC
First Lien Secured Term Loan
L+ 5.75%
7.00%
02/18/20
01/29/25
3,057
3,007
3,057
(1.25% Floor)
Poultry Holdings, LLC
First Lien Secured Term Loan
L+ 5.75%
6.75%
10/21/19
06/28/25
7,728
7,606
7,265
(1.00% Floor)
Stella & Chewy's
First Lien Secured Term Loan
L+ 6.50%
7.50%
12/29/20
12/16/25
5,312
5,206
5,206
(1.00% Floor)
First Lien Secured Delayed Draw Loan (6)
L+ 6.50%
7.50%
12/29/20
12/16/25
—
—
—
(1.00% Floor)
Westrock Coffee Company, LLC
First Lien Secured Term Loan
L+ 8.25%
9.75%
03/20/20
02/28/25
9,234
9,137
9,049
(1.50% Floor)
(1.00%PIK)
25,331
24,956
24,577
Personal Products
Sunless, Inc.
First Lien Secured Term Loan
L+ 6.50%
7.50%
10/21/19
08/13/24
4,828
4,734
4,345
(1.00% Floor)
(0.50%PIK)
First Lien Secured Revolving Loan
L+ 6.50%
7.50%
10/21/19
08/13/24
—
—
(113)
(1.00% Floor)
4,828
4,734
4,232
Systems Software
arcserve (USA) LLC
First Lien Secured Term Loan
L+ 6.00%
7.00%
07/19/19
05/01/24
8,110
8,001
8,110
(1.00% Floor)
8,110
8,001
8,110
Technology Hardware, Storage & Peripherals
PS Lightwave, Inc.
First Lien Secured Term Loan
L+ 6.75%
8.25%
05/19/20
03/10/25
7,435
7,306
7,334
(1.50% Floor)
First Lien Secured Delayed Draw Loan
L+ 6.75%
8.25%
05/19/20
03/10/25
—
—
6
(1.50% Floor)
7,435
7,306
7,340
Total Investments
182,786
$
176,716
$
174,552
(1) Except as noted, all investments provide collateral for the STRS JV Credit Facility.
37
(2) The investments bear interest at a rate that may be determined by reference to LIBOR, which resets monthly, quarterly or semiannually, or CDOR. The one, three and six-month LIBOR were 0.1%, 0.2% and 0.3%, respectively, as of December 31, 2020. The CDOR was 0.5% as of December 31, 2020.
(3) The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the PIK interest rate, as the case may be.
(4) Except as otherwise noted, all of the STRS JV’s portfolio company investments, which as of the date of the portfolio represented 1,030% of STRS JV’s net assets or 96% of STRS JV’s total assets, are subject to legal restrictions on sales.
(5) The fair value of each investment was determined using significant unobservable inputs.
(6) The investment or a portion of the investment does not provide collateral for the STRS JV Credit Facility.
(7) Principal is denominated in Canadian dollars.
(8) In addition to the interest earned based on the stated interest rate of this security, STRS JV is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
As of September 30, 2021, the portfolio companies underlying the STRS JV investments are all located in the United States and its territories except for Geo Logic Systems Ltd., which is domiciled in Canada, and Cennox Holdings Limited, which is domiciled in the United Kingdom. As of September 30, 2021 and December 31, 2020, STRS JV had no investments on non-accrual status. STRS JV had outstanding commitments to fund investments totaling $18,740, and $12,192 under delayed draw term loan commitments and undrawn revolvers as of September 30, 2021 and December 31, 2020, respectively.
38
Below is certain summarized financial information for STRS JV as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):
Selected Balance Sheet Information
September 30, 2021
December 31, 2020
Assets:
Investments, at fair value (amortized cost of $240,025 and $176,716, respectively)
$
238,987
$
174,552
Cash and cash equivalents
6,566
5,947
Other assets
1,212
883
Total assets
$
246,765
$
181,382
Liabilities:
Credit facility
$
124,299
$
94,260
Note payable to members
95,496
68,456
Interest payable on credit facility
236
189
Interest payable on notes to members
1,511
1,136
Other liabilities
536
396
Total liabilities
222,078
164,437
Members’ equity
24,687
16,945
Total liabilities and members’ equity
$
246,765
$
181,382
Three Months Ended
Nine Months Ended
Selected Statement of Operations Information
September 30, 2021
September 30, 2020
September 30, 2021
September 30, 2020
Interest income
$
4,972
$
3,402
$
13,554
$
8,948
Total investment income
$
4,972
$
3,402
$
13,554
$
8,948
Interest expense on credit facility
1,079
806
3,037
2,407
Interest expense on notes to members
1,511
1,140
3,937
3,328
Administrative fee
117
84
312
219
Other expenses
150
40
379
314
Total expenses
$
2,857
$
2,070
$
7,665
$
6,268
Net investment income
2,115
1,332
5,889
2,680
Net realized gains (losses) on investments
8
(2)
(51)
(17)
Net change in unrealized appreciation (depreciation) on investments
874
2,158
1,209
(3,254)
Net increase (decrease) in net assets resulting from operations
$
2,997
$
3,488
$
7,047
$
(591)
39
NOTE 5 – FAIR VALUE MEASUREMENTS
Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active public markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about what market participants would use in pricing an asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument.
A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. During the nine months ended September 30, 2021 and year ended December 31, 2020, there were no changes in the observability of valuation inputs that would have resulted in a reclassification of assets between any levels.
Fair value for each investment is derived using a combination of valuation methodologies that, in the judgment of the Investment Committee are most relevant to such investment, including, without limitation, being based on one or more of the following: (i) market prices obtained from market makers for which the Investment Committee has deemed there to be enough breadth (number of quotes) and depth (firm bids) to be indicative of fair value, (ii) the price paid or realized in a completed transaction or binding offer received in an arm’s-length transaction, (iii) a discounted cash flow analysis, (iv) the guideline public company method, (v) the similar transaction method or (vi) the option pricing method.
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of September 30, 2021:
Level 1
Level 2
Level 3
Total
First lien secured loans
$
—
$
—
$
564,996
$
564,996
Second lien secured loans
—
—
29,662
29,662
Subordinated unsecured loans
—
—
167
167
Subordinated Note to STRS JV
—
—
57,297
57,297
Equity (excluding STRS JV)
—
—
20,188
20,188
Equity in STRS JV (1)
—
—
—
14,813
Total investments
$
—
$
—
$
672,310
$
687,123
(1) The Company’s equity investment in STRS JV is measured using the net asset value per share as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.
The Company’s investments in forward currency contracts, which were valued at $186 as of September 30, 2021, are characterized in Level 2 of the hierarchy.
40
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of December 31, 2020:
Level 1
Level 2
Level 3
Total
First lien secured loans
$
—
$
—
$
589,717
$
589,717
Second lien secured loans
—
—
27,059
27,059
Subordinated Note to STRS JV
—
—
41,073
41,073
Equity (excluding STRS JV)
—
—
22,719
22,719
Equity in STRS JV (1)
—
—
—
10,167
Total investments
$
—
$
—
$
680,568
$
690,735
(1) The Company’s equity investment in STRS JV is measured using the net asset value per share as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three months ended September 30, 2021:
First Lien
Second Lien
Subordinated
Secured
Secured
Subordinated
Notes to STRS
Total
Loans
Loans
Notes
JV
Equity
Investments
Fair value, beginning of period
$
562,837
$
29,714
$
—
$
49,809
$
16,033
$
658,393
Funding of investments
135,497
—
167
7,488
2,278
145,430
Non-cash interest income
173
1
—
—
—
174
Accretion of discount
2,115
29
—
—
—
2,144
Proceeds from paydowns and sales
(133,361)
—
—
—
—
(133,361)
Realized gains (losses)
120
—
—
—
(11)
109
Net unrealized (depreciation) appreciation
(2,385)
(82)
—
—
1,888
(579)
Fair value, end of period
$
564,996
$
29,662
$
167
$
57,297
$
20,188
$
672,310
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2021
$
216
$
112
$
—
$
—
$
2,931
$
3,259
The following table presents the changes in investments measured at fair value using Level 3 inputs for the nine months ended September 30, 2021:
First Lien
Second Lien
Subordinated
Secured
Secured
Subordinated
Notes to STRS
Total
Loans
Loans
Notes
JV
Equity
Investments
Fair value, beginning of period
$
588,580
$
27,596
$
—
$
41,073
$
23,319
$
680,568
Funding of investments
310,749
14,550
498
16,224
2,938
344,959
Non-cash interest income
857
3
—
—
—
860
Accretion of discount (premium)
5,549
125
—
—
(25)
5,649
Proceeds from paydowns and sales
(341,177)
(12,670)
(331)
—
(9,442)
(363,620)
Realized gains (losses)
8,288
—
—
—
(574)
7,714
Net unrealized (depreciation) appreciation
(7,850)
58
—
—
3,972
(3,820)
Fair value, end of period
$
564,996
$
29,662
$
167
$
57,297
$
20,188
$
672,310
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2021
$
1,516
$
113
$
—
$
—
$
3,211
$
4,840
41
The following table presents the changes in investments measured at fair value using Level 3 inputs for the the three months ended September 30, 2020:
First Lien
Second Lien
Subordinated
Secured
Secured
Subordinated
Notes to STRS
Total
Loans
Loans
Notes
JV
Equity
Investments
Fair value, beginning of period
$
453,721
$
29,968
$
—
$
41,073
$
14,846
$
539,608
Funding of investments
57,920
—
291
—
1,100
59,311
Non-cash interest income
198
—
—
—
—
198
Accretion of discount
680
28
—
—
—
708
Proceeds from paydowns and sales
(27,507)
—
—
—
(632)
(28,139)
Realized gains
4
—
—
—
632
636
Net unrealized (depreciation) appreciation
9,850
4
—
—
3,804
13,658
Fair value, end of period
$
494,866
$
30,000
$
291
$
41,073
$
19,750
$
585,980
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2020
$
9,980
$
4
$
—
$
—
$
3,804
$
13,788
The following table presents the changes in investments measured at fair value using Level 3 inputs for the the nine months ended September 30, 2020:
First Lien
Second Lien
Subordinated
Secured
Secured
Subordinated
Notes to STRS
Total
Loans
Loans
Notes
JV
Equity
Investments
Fair value, beginning of period
$
477,875
$
62,155
$
—
$
26,344
$
15,898
$
582,272
Funding of investments
122,057
—
291
14,729
3,908
140,985
Non-cash interest income
681
—
—
—
—
681
Accretion of discount
2,009
142
—
—
18
2,169
Proceeds from paydowns and sales
(114,065)
(32,404)
—
—
(650)
(147,119)
Realized gains
281
—
—
—
632
913
Net unrealized (depreciation) appreciation
6,028
107
—
—
(56)
6,079
Fair value, end of period
$
494,866
$
30,000
$
291
$
41,073
$
19,750
$
585,980
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2020
$
6,090
$
109
$
—
$
—
$
(56)
$
6,143
The significant unobservable inputs used in the fair value measurement of the Company’s investments are the discount rate, market quotes and exit multiples. An increase or decrease in the discount rate in isolation would result in significantly lower or higher fair value measurement, respectively. An increase or decrease in the market quote for an investment would in isolation result in significantly higher or lower fair value measurement, respectively. An increase or decrease in the exit multiple would in isolation result in significantly higher or lower fair value measurement, respectively. As the fair value of a debt investment diverges from par, which would generally be the case for non-accrual loans, the fair value measurement of that investment is more susceptible to volatility from changes in exit multiples as a significant unobservable input.
42
Quantitative information about Level 3 fair value measurements is as follows:
Fair Value as of
Valuation
Unobservable
Range
Investment Type
September 30, 2021
Techniques
Inputs
(Weighted Average)
First lien secured loans
$
317,512
Discounted cash flows
Discount rate
4.4% – 19.2% (9.5%)
Exit EBITDA multiple
5.1x – 15.0x (8.2x)
120,535
Recent transaction
Transaction price
98.0 – 99.3 (98.2)
126,949
Discounted cash flows, Recent transaction, Guideline public companies and Consensus market pricing
Discount rate
5.5% – 10.5% (8.2%)
Market pricing
100.8
Transaction price
97.4 – 99.2 (98.3)
Exit EBITDA multiple
6.6x – 11.0x (9.4x)
$
564,996
Second lien secured loans
$
14,962
Discounted cash flows
Discount rate
10.7% – 22.0% (14.3%)
Exit EBITDA multiple
6.5x
14,700
Discounted cash flows and Recent transaction
Discount rate
11.0%
Exit EBITDA multiple
8.5x
Transaction price
97.1
$
29,662
Subordinated Notes
$
57,297
Enterprise value
–
–
167
Recent transaction
Transaction price
100.0
$
57,464
Preferred Equity
$
934
Similar transactions
LTM EBITDA multiple
8.0x
840
Discounted cash flows and Guideline public companies
Discount Rate
18.0%
Exit EBITDA Multiple
8.3x
LTM EBITDA Multiple
8.9x
NFY EBITDA Multiple
8.2x
Discount for lack of marketability
12.5%
167
Recent transaction
Transaction price
$1.00 per share
$
1,941
Common Equity
$
184
Discounted cash flows
Discount rate
20.8%
Exit EBITDA Multiple
8.6x
Discount for lack of marketability
15.0%
10,111
Discounted cash flows, Guideline public companies and Expected repayment
Discount rate
14.4% – 19.4% (17.7%)
Exit EBITDA Multiple
8.2x – 11.0x (10.1x)
NFY EBITDA Multiple
8.6x
Discount for lack of marketability
10.0%
710
Similar transactions
LTM EBITDA Multiple
6.0x – 13.3x (11.6x)
2,760
Recent transaction
Transaction price
$1.00 – $104.05 ($32.74) per share
$
13,765
Warrant
4,482
Discounted cash flows, Recent transaction and Option-pricing method
Discount rate
20.8% – 28.7% (28.3%)
Exit EBITDA multiple
5.5x – 8.6x (5.9x)
Volatility
3.4% – 8.4% (3.5%)
Discount for lack of marketability
10.0% – 15.0% (11.1%)
$
4,482
Total Level 3 Investments
$
672,310
43
Fair Value as of
Valuation
Unobservable
Range
Investment Type
December 31, 2020
Techniques
Inputs
(Weighted Average)
First lien secured loans
$
391,704
Discounted cash flows
Discount rate
7.2% – 16.6% (9.7)%
Exit EBITDA multiple
3.0x – 15.0x (7.5x)
11,774
Guideline public companies
LTM EBITDA multiple
6.3 x
142,031
Recent transaction
Transaction price
97.0 – 99.0 (97.9)
20,870
Discounted cash flows, recent transaction, guideline public companies and consensus market pricing
Discount rate
7.1% – 16.5% (9.6)%
Market pricing
100.2 – 100.6 (100.4)
Transaction price
100.0
Exit EBITDA multiple
7.0x – 12.0x (9.3x)
22,201
Other (asset coverage and expected repayment)
—
—
$
588,580
Second lien secured loans
$
15,096
Discounted cash flows
Discount rate
12.1% – 20.9% (14.9)%
Exit EBITDA multiple
6.5 x
12,500
Other (expected repayment)
—
—
$
27,596
Subordinated Note to STRS JV
$
41,073
Enterprise value
—
—
$
41,073
Preferred Equity
$
857
Similar transactions
LTM EBITDA multiple
8.0 x
600
Recent transaction
Transaction price
$1.0 /s
$
1,457
Common Equity
$
10,816
Discounted cash flows
Discount rate
12.5% – 19.8% (13.5)%
Exit EBITDA Multiple
6.7x – 8.6x (7.1x)
Discount for lack of marketability
2.0% – 15.0% (3.8)%
6,448
Discounted cash flows and Guideline public companies
Discount rate
15.5%
Exit EBITDA Multiple
8.0 x
Discount for lack of marketability
10.0%
14
Similar transactions
Exit EBITDA Multiple
6.0 x
Discount for lack of marketability
15.0%
496
Recent transaction
Transaction price
$1.0 /s
$
17,774
Warrant
$
3,612
Discounted cash flows and
Discount rate
19.1% – 24.7% (24.5)%
Option-pricing method
Exit EBITDA multiple
5.5x – 8.6x (5.6x)
Volatility
3.0% – 7.8% (3.2)%
Discount for lack of marketability
10.0% – 15.0% (10.2)%
476
Recent transaction
Transaction price
$1.0 /s
$
4,088
Total Level 3 Investments
$
680,568
Valuation of investments may be determined by weighting various valuation techniques. Significant judgment is required in selecting the assumptions used to determine the fair values of these investments. The valuation methods selected for a particular investment are based on the circumstances and on the sufficiency of data available to measure fair value. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the nature of the instrument, whether the instrument is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires a greater degree of judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.
The determination of fair value using the selected methodologies takes into consideration a range of factors including the price at which the investment was acquired, the nature of the investment, local market conditions, trading
44
values on public and private exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment, compliance with agreed upon terms and covenants, and assessment of credit ratings of an underlying borrower. These valuation methodologies involve a significant degree of judgment to be exercised.
As it relates to investments which do not have an active public market, there is no single standard for determining the estimated fair value. Valuations of privately held investments are inherently uncertain, and 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.
In some cases, fair value for such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined. Consequently, fair value for each investment may be derived using a combination of valuation methodologies that, in the judgment of the investment professionals, are most relevant to such investment. The selected valuation methodologies for a particular investment are consistently applied on each measurement date. However, a change in a valuation methodology or its application from one measurement date to another is possible if the change results in a measurement that is equally or more representative of fair value in the circumstances.
The following table presents the par and fair value of the Company’s borrowings as of September 30, 2021 and December 31, 2020. The fair value of the Credit Facility (as defined in Note 6) was estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if available. The fair value of the Company’s 6.0% private notes due 2023 (the “2023 Private Notes”), the 5.375% private notes due 2025 (the “2025 Private Notes”), the 5.375% private notes due 2026 (the “2026 Private Notes”) and the 5.625% private notes due 2027 (the “2027 Private Notes”) were estimated using discounted future cash flows to the valuation date. The fair value of the 6.5% notes due 2025, (the “2025 Public Notes”) was estimated using the trailing 10-day volume weighted average quoted price as of the valuation date.
As of September 30, 2021
As of December 31, 2020
Fair
Value Level
Par
Fair Value
Par
Fair Value
JPM Credit Facility
3
$
259,620
$
269,431
$
265,246
$
272,570
2023 Private Notes
3
30,000
31,642
30,000
32,389
2025 Private Notes
3
40,000
41,662
40,000
41,110
2026 Private Notes
3
10,000
10,363
10,000
10,260
2027 Private Notes
3
10,000
10,397
10,000
10,324
2025 Public Notes
2
35,000
35,449
35,000
36,000
$
384,620
$
398,944
$
390,246
$
402,653
NOTE 6 – BORROWINGS
Historically, the 1940 Act has permitted the Company to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Small Business Credit Availability Act (the “SBCAA”) was enacted into law. The SBCAA, among other things, amended the 1940 Act to reduce the asset coverage requirements applicable to business development companies from 200% to 150% so long as the business development company meets certain disclosure requirements and obtains certain approvals. At the Company’s annual meeting of stockholders held on August 1, 2018, the Company’s stockholders approved the reduced asset coverage ratio from 200% to 150%, such that the Company’s maximum debt-to-equity ratio increased from a prior maximum of 1.0x (equivalent of $1 of debt outstanding for each $1 of equity) to a maximum of 2.0x (equivalent to $2 of debt outstanding for each $1 of equity). As a result, the Company’s asset coverage requirements applicable to senior securities decreased from 200% to 150%, effective August 2, 2018. As of September 30, 2021 and December 31, 2020, the Company’s asset coverage for borrowed amounts was 184.2% and 180.2%, respectively.
45
Total borrowings outstanding and available as of September 30, 2021, were as follows:
Maturity
Rate
Face Amount
Available
JPM Credit Facility
2025
L+2.35
%
$
259,620
$
25,380
2023 Private Notes
2023
6.00
%
30,000
—
2025 Private Notes
2025
5.375
%
40,000
—
2026 Private Notes
2026
5.375
%
10,000
—
2027 Private Notes
2027
5.625
%
10,000
—
2025 Public Notes
2025
6.50
%
35,000
—
Total debt
384,620
$
25,380
Debt issuance cost
(4,863)
Total debt net issuance cost
$
379,757
Total borrowings outstanding and available as of December 31, 2020, were as follows:
Maturity
Rate
Face Amount
Available
JPM Credit Facility
2024
L+2.50
%
$
265,246
$
19,754
2023 Private Notes
2023
6.00
%
30,000
—
2025 Private Notes
2025
5.375
%
40,000
—
2026 Private Notes
2026
5.375
%
10,000
—
2027 Private Notes
2027
5.625
%
10,000
—
2025 Public Notes
2025
6.50
%
35,000
—
Total debt
390,246
$
19,754
Debt issuance cost
(5,366)
Total debt net issuance cost
$
384,880
Credit Facility : On December 23, 2015, WhiteHorse Credit entered into a $200,000 revolving credit and security agreement with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender (the “Credit Facility”). On June 27, 2016, the Credit Facility was amended and restated to clarify certain terms. On June 29, 2017, WhiteHorse Credit and JPMorgan again amended and restated the terms of the Credit Facility to, among other things, (i) extend the maturity date to December 29, 2021, (ii) increase the amount contained within the accordion feature which allows for the expansion of the borrowing limit from $220,000 to $235,000 and (iii) reduce the interest rate spread applicable on outstanding borrowings to 2.75%. On May 15, 2018, the terms of the Credit Facility were again amended and restated to, among other things, permit the financing of certain assets to be held by WhiteHorse California, a wholly owned subsidiary of WhiteHorse Credit. In November 2018, the Company entered into an amendment to the Credit Facility, which, among other things, allows for a temporary reduction in the required minimum outstanding borrowings. On November 22, 2019, the terms of the Credit Facility were again amended and restated to, among other things, (i) extend the maturity date from December 29, 2021 to November 22, 2024; (ii) increase the size of the facility from $200,000 to $250,000 with an additional $100,000 accordion feature, which allows for the expansion of the borrowing limit, exercisable in increments of at least $35,000 (the “Commitment”); (iii) reduce the interest rate spread applicable on outstanding borrowings from 2.75% to 2.50%; (iv) change the minimum borrowing amount from 77.5% to 70.0% of the Commitment; (v) increase the advance rate from 57% to 60%; and (vi) extend the non-call period from October 29, 2019 to November 22, 2021.
On December 21, 2020, the terms of the Credit Facility were amended to, among other things, (i) increase the minimum funding amount from $175,000 to $200,000, (ii) increase the size of the facility from $250,000 to $285,000 and retain an accordion feature which allows for the expansion of the borrowing limit up to $350,000 and (iii) provide for the implementation of certain changes relating to the transition away from LIBOR in the market.
On April 28, 2021, the terms of the Credit Facility were amended and restated to, among other things, enable WhiteHorse Credit to borrow in British Pounds or Euros.
On July 15, 2021, the terms of the Credit Facility were amended to, among other things, allow WhiteHorse Credit to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from November 22, 2021 to
46
November 22, 2022, extend the end of the reinvestment period from November 22, 2023 to November 22, 2024 and extend the scheduled termination date from November 22, 2024, to November 22, 2025.
The Credit Facility bears interest at LIBOR plus 2.35% on outstanding USD denominated borrowings. The Credit Facility bears interest at EURIBOR, for EUR denominated borrowings, CDOR for CAD denominated borrowings, SONIA, for GBP denominated, plus a spread of 2.35% on outstanding borrowings. The Company is required to pay a non-usage fee which accrues at 0.75% per annum on the average daily unused amount of the financing commitments to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. The minimum borrowing requirement is $200,000. In connection with the Credit Facility, WhiteHorse Credit pledged securities with a fair value of approximately $594,638 as of September 30, 2021 as collateral. The Credit Facility has a maturity date of November 22, 2025.
Under the Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. As of September 30, 2021, the Company had $259,620 in outstanding borrowings and $25,380 undrawn under the Credit Facility. Weighted average outstanding borrowings were $256,274 and $236,396 at a weighted average interest rate of 2.50% and 2.63%, respectively, for the three and nine months ended September 30, 2021. As of September 30, 2021, the interest rate in effect on outstanding borrowings was 2.47%. The Company’s ability to draw down undrawn funds under the Credit Facility is determined by collateral and portfolio quality requirements stipulated in the credit and security agreement. As of September 30, 2021, $25,380 was available to be drawn by the Company based on these requirements.
2023 Private Notes : On July 13, 2018, the Company entered into an agreement (the “2023 Note Purchase Agreement”) to sell in a private offering $30,000 aggregate principal amount of senior unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Interest on the 2023 Private Notes is payable semiannually on February 7 and August 7, at a fixed, annual rate of 6.00%. This interest rate is subject to increase (up to 6.50%) in the event that, subject to certain exceptions, the 2023 Private Notes cease to have an investment grade rating. The 2023 Private Notes mature on August 7, 2023, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The 2023 Private Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The closing of the transaction occurred on August 7, 2018. The Company used the net proceeds from this offering, together with cash on hand, to redeem existing debt.
2025 Private Notes : On October 20, 2020, the Company entered into a Note Purchase Agreement (the “2025 Note Purchase Agreement”) governing the issuance of $40,000 in aggregate principal amount of unsecured notes (the “2025 Private Notes”) to qualified institutional investors in a private placement. The 2025 Private Notes have a fixed interest rate of 5.375% and are due on October 20, 2025, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 2025 Private Notes is due semiannually. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 2025 Private Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 2025 Private Notes at par if certain change in control events occur. The 2025 Private Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
2026 Private Notes : On December 4, 2020, the Company entered into a Note Purchase Agreement (the “2026 Note Purchase Agreement”) governing the issuance of $10,000 in aggregate principal amount of unsecured notes (the “2026 Private Notes”) to qualified institutional investors in a private placement. The 2026 Private Notes have a fixed interest rate of 5.375% and are due on December 4, 2026, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 2026 Private Notes is due semiannually. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 2026 Private Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 2026 Private Notes at par if certain change in control events occur. The 2026 Private Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
47
2027 Private Notes : On December 4, 2020, the Company entered into a Note Purchase Agreement (the “2027 Note Purchase Agreement”) governing the issuance of $10,000 in aggregate principal amount of unsecured notes (the “2027 Private Notes”) to qualified institutional investors in a private placement. The 2027 Private Notes have a fixed interest rate of 5.625% and are due on December 4, 2027, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 2027 Private Notes is due semiannually. This interest rate is subject to increase (up to 6.625%) in the event that, subject to certain exceptions, the 2027 Private Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 2027 Private Notes at par if certain change in control events occur. The 2027 Private Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
2025 Public Notes : On November 13, 2018, the Company completed a public offering of $35,000 of aggregate principal amount of 2025 Public Notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under its revolving credit facility. Interest on the 2025 Public Notes is paid quarterly on February 28, May 31, August 31 and November 30 each year, at an annual rate of 6.50%. The 2025 Public Notes will mature on November 30, 2025 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 November 30, 2021. The 2025 Public Notes are direct unsecured obligations and are structurally subordinate to borrowings under the Credit Facility and will rank equally in right of payment with the Company’s other outstanding and future unsecured, unsubordinated indebtedness, including the 2023, 2025, 2026 and 2027 Private Notes. The 2025 Public Notes are listed on the Nasdaq Global Select Market under the trading symbol “WHFBZ.”
NOTE 7 - RELATED PARTY TRANSACTIONS
Investment Advisory Agreement : WhiteHorse Advisers serves as the Company’s investment adviser in accordance with the terms of an investment advisory agreement. On November 1, 2018, at an in-person meeting, the Company’s board of directors approved an amended and restated investment advisory agreement (the “Investment Advisory Agreement”). The Company’s board of directors most recently re-approved the Investment Advisory Agreement on August 4, 2021. Subject to the overall supervision of the Company’s board of directors, WhiteHorse Advisers manages the day-to-day operations of, and provides investment management services to, the Company. Under the terms of the Investment Advisory Agreement, WhiteHorse Advisers:
● determines the composition of the investment portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes;
● identifies, evaluates and negotiates the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies); and
● closes, monitors and administers the investments the Company makes, including the exercise of any voting or consent rights.
In addition, WhiteHorse Advisers provides the Company with access to personnel and an Investment Committee. Under the Investment Advisory Agreement, the Company pays WhiteHorse Advisers a fee for investment management services consisting of a base management fee and an incentive fee. The Investment Advisory Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
Base Management Fee
The base management fee is calculated at an annual rate equal to 2.0% based on the Company’s consolidated gross assets (including cash and cash equivalents and assets purchased with borrowed funds); provided, however, the base management fee will be calculated at an annual rate equal to 1.25% of the Company’s consolidated gross assets (including cash and cash equivalents and assets purchased with borrowed funds), that exceed the product of (i) 200% and (ii) the value of the Company’s total net assets, at the end of the two most recently completed calendar quarters. Base management fees are payable quarterly in arrears and are appropriately pro-rated for any partial month or quarter.
48
During the three and nine months ended September 30, 2021, the Company incurred base management fees of $3,508 and $10,209, respectively. During the three and nine months ended September 30, 2020, the Company incurred base management fees of $3,069 and $9,110, respectively.
Performance-based Incentive Fee
The performance-based incentive fee consists of two components that are independent of each other, except as provided by the Incentive Fee Cap and Deferral Mechanism discussed below.
The calculations of these two components have been structured to include a fee limitation such that no incentive fee will be paid to the investment adviser for any quarter if, after such payment, the cumulative incentive fees paid to the investment adviser for the period that includes the current fiscal quarter and the 11 full preceding fiscal quarters, referred to as the “Incentive Fee Look-back Period,” would exceed 20.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the Incentive Fee Look-back Period.
Each quarterly incentive fee is subject to the Incentive Fee Cap (as defined below) and a deferral mechanism through which the investment adviser may recap a portion of such deferred incentive fees, which is referred to together as the “Incentive Fee Cap and Deferral Mechanism.”
This limitation is accomplished by subjecting each incentive fee payable to a cap, which is referred to as the “Incentive Fee Cap.” The Incentive Fee Cap in any quarter is equal to (a) 20.0% of Cumulative Pre-Incentive Fee Net Return during the Incentive Fee Look-back Period less (b) cumulative incentive fees of any kind paid to the investment adviser during the Incentive Fee Look-back Period. To the extent the Incentive Fee Cap is zero or a negative value in any quarter, the Company will pay no incentive fee to its investment adviser in that quarter. The Company will only pay incentive fees to the extent allowed by the Incentive Fee Cap and Deferral Mechanism. To the extent that the payment of incentive fees is limited by the Incentive Fee Cap and Deferral Mechanism, the payment of such fees may be deferred and paid in subsequent quarters up to three years after their date of deferment, subject to applicable limitations included in the Investment Advisory Agreement. The deferral component of the Incentive Fee Cap and Deferral Mechanism may cause incentive fees that accrued during one fiscal quarter to be paid to the investment adviser at any time during the 11 full fiscal quarters following such initial full fiscal quarter.
The “Cumulative Pre-Incentive Fee Net Return” refers to the sum of (a) Pre-Incentive Fee Net Investment Income (as defined below) for each period during the Incentive Fee Look-back Period and (b) the sum of cumulative realized capital gains, cumulative realized capital losses, cumulative unrealized capital depreciation and cumulative unrealized capital appreciation during the applicable Incentive Fee Look-back Period.
The first component, which is income-based (the “Income Incentive Fee”), is calculated and payable quarterly in arrears and is determined based on Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, subject to the Incentive Fee Cap and Deferral Mechanism. For this purpose, “Pre-Incentive Fee Net Investment Income” means, in each case on a consolidated basis, interest income, distribution income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees received from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The operation of the first component of the incentive fee for each quarter is as follows:
● no incentive fee is payable to the Company’s investment adviser in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the “Hurdle Rate” of 1.75% (7.00% annualized);
● 100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than 2.1875% in any calendar quarter
49
(8.75% annualized) is payable to the Company’s investment adviser. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the Hurdle Rate but is less than 2.1875%) is referred to as the “catch-up.” The effect of the catch-up is that, if such Pre-Incentive Fee Net Investment Income exceeds 2.1875% in any calendar quarter, the investment adviser will receive 20% of such Pre-Incentive Fee Net Investment Income as if the Hurdle Rate did not apply; and
● 20% of the amount of such Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to the Company’s investment adviser (once the Hurdle Rate is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income).
The portion of such incentive fee that is attributable to deferred interest (such as PIK interest or original issue discount) will be paid to the investment adviser, together with interest from the date of deferral to the date of payment, only if and to the extent that the Company actually receives such interest in cash, and any accrual will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. Any reversal of such amounts would reduce net income for the quarter by the net amount of the reversal (after taking into account the reversal of incentive fees payable) and would result in a reduction and possibly elimination of the incentive fees for such quarter.
There is no accumulation of amounts on the Hurdle Rate from quarter to quarter and, accordingly, there is no clawback 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. Since the Hurdle Rate is fixed, as interest rates rise, it will be easier for the investment adviser to surpass the Hurdle Rate and receive an incentive fee based on Pre-Incentive Fee Net Investment Income.
Net investment income used to calculate this component of the incentive fee is also included in the amount of consolidated gross assets used to calculate the base management fee. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
The second component, the capital gains component of the incentive fee (the “Capital Gains Incentive Fee”), which is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commenced on January 1, 2013, and equals 20% of cumulative aggregate realized capital gains from January 1 through the end of each calendar year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through the end of each year (the “Capital Gains Incentive Fee Base”), less the aggregate amount of any previously paid capital gains incentive fees and subject to the Incentive Fee Cap and Deferral Mechanism. If such amount is negative, then no capital gains incentive fee will be payable for the year. Additionally, if the Investment Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee. The capital gains component of the incentive fee is not subject to any minimum return to stockholders.
In accordance with GAAP, the Company is also required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gains incentive fee on a quarterly basis if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gains Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a reporting period, then GAAP requires the Company to accrue a Capital Gains Incentive Fee equal to 20% of such amount, less the aggregate amount of any Capital Gains Incentive Fees previously paid and Capital Gains Incentive Fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period may result in either additional expense (if such cumulative amount is greater than in the prior period) or a reversal of previously recorded expense (if such cumulative amount is less than in the prior period). There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three and nine months ended September 30, 2021, the Company accrued Capital Gains Incentive Fees of $127 and $1,123, respectively. For the three and nine months ended September 30, 2020, the Company reversed previously accrued Capital Gains Incentive Fees of $1,870 and $1,243, respectively. As of September 30, 2021 and December 31, 2020, incentive fees payable on the
50
consolidated statements of assets and liabilities were $3,255 and $2,132, respectively, for cumulative accruals of Capital Gains Incentive Fees under GAAP, including any amounts payable pursuant to the Investment Advisory Agreement as described above.
Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss subject to the Incentive Fee Cap and Deferral Mechanism. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the Hurdle Rate, it will pay the applicable Income Incentive Fee even after incurring a loss in that quarter due to realized and unrealized capital losses.
During the three and nine months ended September 30, 2021, the Company incurred total performance-based incentive fees of $2,069 and $6,739, respectively. During the three and nine months ended September 30, 2020, the Company incurred total performance-based incentive fees of $3,819 and $5,571, respectively. As of September 30, 2021 and December 31, 2020, incentive fees payable on the consolidated statements of assets and liabilities were $7,404 and $6,117, respectively.
Administration Agreement : Pursuant to the Administration Agreement, WhiteHorse Administration furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services to enable the Company to operate. Under the Administration Agreement, WhiteHorse Administration performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records which the Company is required to maintain and preparing reports to its stockholders and reports filed with the U.S. Securities and Exchange Commission. In addition, WhiteHorse Administration assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the Administration Agreement equal an amount based upon the Company’s allocable portion of WhiteHorse Administration’s overhead in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer along with their respective staffs. Under the Administration Agreement, WhiteHorse Administration also provides on the Company’s behalf managerial assistance to those portfolio companies to which the Company is required to provide such assistance. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that WhiteHorse Administration outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without any profit to WhiteHorse Administration.
Substantially all the Company’s payments of operating expenses to third parties were made by a related party, for which such third party received reimbursement from the Company.
During both the three and nine months ended September 30, 2021 and 2020, the Company incurred allocated administrative service fees of $171 and $512, respectively.
Co-investments with Related Parties : As of September 30, 2021 and December 31, 2020, no officers or employees affiliated with or employed by WhiteHorse Advisers and its related entities maintained any co-investments in the Company’s investments.
As of September 30, 2021 and December 31, 2020, certain funds affiliated with WhiteHorse Advisers and its related entities maintained co-investments in the Company’s investments of $3,667,522 and $3,191,269, respectively.
STRS JV : For the three and nine months ended September 30, 2021, the Company sold $45,729 and $106,423 of investments to STRS JV at fair value. For the three and nine months ended September 30, 2021, the Company recognized net realized gains of $120 and $277, respectively. For the three and nine months ended September 30, 2020, the Company sold $1,335 and $66,397 of investments to STRS JV at fair value and recognized net realized losses of $0 and $3, respectively.
51
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Commitments : In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its borrowers. These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statement of assets and liabilities. The Company attempts to limit its credit risk by conducting extensive due diligence and obtaining collateral where appropriate.
The balance of unfunded commitments to extend credit was $33,123 and $19,554 as of September 30, 2021 and December 31, 2020, respectively. Commitments to extend credit consist principally of the unused portions of commitments that obligate the Company to extend credit, such as revolving credit arrangements or similar transactions. These commitments are often subject to financial or non-financial milestones and other conditions to borrow that must be achieved before the commitment can be drawn. In addition, the commitments generally have fixed expiration dates or other termination clauses. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
52
The following table summarizes the Company’s unfunded commitments as of September 30, 2021 and December 31, 2020:
Unfunded Commitment ($ in thousands)
As of September 30, 2021
As of December 31, 2020
Revolving Loan Commitments:
BBQ Buyer, LLC
$
—
$
823
Claridge Products and Equipment, LLC
702
702
Comniscient Technologies LLC
—
341
Drew Foam Companies Inc
—
534
EducationDynamics, LLC
1,199
—
Epiphany Dermatology
438
438
Geo Logic Systems Ltd.
—
321
ImageOne Industries, LLC
—
408
HC Salon Holdings, Inc.
700
—
Inspired Beauty Brands, Inc.
531
531
Ivy Rehab Holdings LLC
545
545
LHS Borrower, LLC
560
560
LMG Holdings, Inc.
414
—
Maxitransfers Blocker Corp
1,038
—
Motivational Marketing, LLC
276
—
Newscycle Solutions, Inc.
132
120
The Kyjen Company, LLC (dba Outward Hound)
554
—
PG Dental New Jersey Parent, LLC
933
1,166
Power Plant Services
3,030
—
RCKC Acquisitions LLC (dba KSM Consulting)
—
1,422
Road Safety Services, Inc.
—
875
TaxSlayer LLC
774
1,548
Telestream Holdings Corporation
954
1,324
Trimlite Buyer LLC
1,636
—
Total unfunded revolving loan commitments
14,416
11,658
Delayed Draw Loan Commitments:
DCA Investment Holding,LLC
1,400
—
EducationDynamics, LLC
1,709
—
Empire Office, Inc.
4,926
—
Epiphany Dermatology
1,864
3,063
Ivy Rehab Holdings LLC
2,189
1,633
PlayMonster LLC
3,091
—
RCKC Acquisitions LLC (dba KSM Consulting)
—
3,200
Source Code Holdings, LLC
2,185
—
True Blue Car Wash, LLC
1,343
—
Total unfunded delayed draw loan commitments
18,707
7,896
Total
$
33,123
$
19,554
53
As of September 30, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, of which $676 and $2,703 was unfunded, respectively. As of December 31, 2020, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, of which $4,732 and $18,927 was unfunded, respectively. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and STRS Ohio’s representatives on STRS JV’s board of managers.
Indemnification : In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company expects the risk of any future obligation under these indemnifications to be remote.
Legal Proceedings : In the normal course of business, the Company, the investment adviser and the administrator may be subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any such disposition will have a material adverse effect on the Company’s consolidated financial statements.
COVID-19 Developments : In addition, during the three and nine months ended September 30, 2021 and subsequent to September 30, 2021, the current pandemic caused by the novel coronavirus (commonly known as “COVID-19”) has had a significant impact on the U.S. economy. Certain of the Company’s portfolio companies were and may continue to be adversely impacted by the effects of the COVID-19 pandemic, which had an adverse impact on the Company’s results of operations and may continue to have an adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.
NOTE 9 - STOCKHOLDERS’ EQUITY
On March 15, 2021, the Company launched an "at-the-market" offering (the "ATM Program") by entering into an Equity Distribution Agreement with Raymond James & Associates, Inc. pursuant to which the Company may offer and sell, from time to time, through Raymond James & Associates, Inc., as the sales agent, shares of its common stock having an aggregate offering amount of up to $35,000.
During the three months ended September 30, 2021, the Company sold 94,897 shares of its common stock under the ATM Program at a weighted-average price of $15.78 per share, which amounts to $1,497 in gross proceeds. The Company received net proceeds of $1,467 after deducting commissions to the sales agent. During the nine months ended September 30, 2021, the Company sold 256,952 shares of its common stock under the ATM Program at a weighted-average price of $15.82 per share, which amounts to $4,064 in gross proceeds. The Company received net proceeds of $3,983 million after deducting commissions to the sales agent.
To date, the Company has sold 256,952 shares of its common stock under the ATM Program at a weighted-average price of $15.82, which amounts to $4,064 gross proceeds and received net proceeds of $3,983 after deducting commissions to the sales agent. As of September 30, 2021, the Company had $30,936 available under the ATM Program.
The following table summarizes the total shares issued and proceeds received, net of offering costs, relating to the issuance of shares of the Company’s common stock from the DRIP and pursuant to the ATM Program for the nine months ended September 30, 2021 and September 30, 2020.
Nine months ended September 30,
($ in thousands except share and per share amounts)
2021
2020
Shares Issued from ATM Program
256,952
—
Shares Issued from DRIP
133,890
—
Net Proceeds
$
5,970
$
—
Average Price Per Share
$
15.27
$
—
54
NOTE 10 - FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights:
Nine months ended September 30,
2021
2020
Per share data: (1)
Net asset value, beginning of period
$
15.23
$
15.23
Investment operations:
Net investment income
1.03
0.84
Net realized and unrealized gains(losses) on investments
0.27
0.31
Net increase in net assets resulting from operations
1.30
1.15
Issuance of common stock (5)
—
—
Distributions declared from net investment income
(1.07)
(1.07)
Net asset value, end of period
$
15.46
$
15.31
Total annualized return based on market value (2)
15.82
%
(38.12)
%
Total annualized return based on net asset value
11.26
%
10.37
%
Net assets, end of period
$
323,724
$
314,563
Per share market value at end of period
$
15.22
$
9.79
Shares outstanding end of period
20,936,874
20,546,032
Ratios/Supplemental Data: (3)
Ratio of expenses before incentive fees to average net assets (4)
10.70
%
9.72
%
Ratio of incentive fees to average net assets
2.81
%
2.46
%
Ratio of total expenses to average net assets (4)
13.51
%
12.18
%
Ratio of net investment income to average net assets (4)
8.91
%
7.63
%
Portfolio turnover ratio
49.34
%
22.06
%
(1) Calculated using the average shares outstanding method.
(2) Total return is based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with the DRIP.
(3) With the exception of the portfolio turnover rate, ratios are reported on an annualized basis.
(4) Calculated using total expenses, including income tax provision.
(5) The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock pursuant to the ATM Program and DRIP. The issuance of common stock at a price, net of commissions, that is greater than the net asset value per share results in an increase in net asset value per share. The impact of the Company’s issuance of common stock on net asset value was less than $0.01 per share during the the nine months ended September 30, 2021.
Financial highlights are calculated for each securities class taken as a whole. An individual stockholder’s return and ratios may vary based on the timing of capital transactions.
NOTE 11 - CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of the basic and diluted per share net increase in net assets resulting from operations:
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands except share and per share amounts)
2021
2020
2021
2020
Net increase in net assets resulting from operations
$
8,275
$
21,634
$
26,951
$
23,490
Weighted average shares outstanding
20,851,435
20,546,032
20,677,545
20,546,032
Basic and diluted per share net increase in net assets resulting from operations
$
0.40
$
1.06
$
1.30
$
1.15
55
NOTE 12 - SUBSEQUENT EVENTS
Management has evaluated events that have occurred after the balance sheet date but before the consolidated financial statements are issued and other than the items discussed below, the Company has determined that there were no additional subsequent events requiring adjustment or disclosure in the consolidated financial statements.
On October 4, 2021, the terms of the Credit Facility were amended to, among other things, establish a temporary upsize to the borrowing capacity under the Credit Facility, which allows WhiteHorse Credit to borrow up to $335,000 for a three-month period beginning on October 4, 2021.
On October 14, 2021, the Company declared a special distribution of $0.135 per share, which will be payable on December 10, 2021 to stockholders of record as of October 29, 2021.
On October 25, 2021, the Company completed an offering of 1,900,000 shares of our common stock at a public offering price of $15.81 per share, inclusive of underwriting discounts and commissions. In connection with the offering, the Company granted the underwriters an overallotment option to purchase up to an additional 285,000 shares of the Company’s common stock. The issuance of 1,900,000 shares resulted in net proceeds to the Company of approximately $29,374, inclusive of underwriting discounts and commissions and before offering expenses. On November 3, 2021, the Company raised an additional $4,326 from the issuance of an additional 282,300 shares pursuant to the underwriters’ exercise of the overallotment option to purchase additional shares. WhiteHorse Advisers agreed to bear a portion of the underwriting discounts and commissions in connection with the offering, such that the issuance of the 2,182,300 shares (which includes the additional shares issued pursuant to the overallotment option) resulted in net proceeds to the Company of approximately $33,700 before offering expenses, which was at or above the Company’s net asset value per share at the time of the offering and the overallotment option.
Subsequent to the quarter ended September 30, 2021, the Company received financial information related to its investment in Grupo Hima San Pablo, Inc. Based on the information currently available, the Company expects to reduce the fair value mark of its first lien secured term loan investment from 50% to within a range of between approximately 35% and 45% of face value during the fourth quarter, but this conclusion is subject to change based on additional information which may become available.
56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.