UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2008 |
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OR |
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period to
Commission File No. 000-50697
ARES CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland |
|
33-1089684 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
280 Park Avenue, 22nd Floor, Building East, New York, NY 10017
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
Non-accelerated filer o |
Accelerated filer o |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class |
|
Outstanding at May 8, 2008 |
Common stock, $0.001 par value |
|
97,152,820 |
ARES CAPITAL CORPORATION
INDEX
ARES CAPITAL CORPORATION AND SUBSIDIARIES
(dollar amounts in thousands, except per share data)
|
|
As of |
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||||
|
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March 31, 2008 |
|
December 31, 2007 |
|
||
|
|
(unaudited) |
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|
|
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ASSETS |
|
|
|
|
|
||
Investments at fair value (amortized cost of $1,973,112 and $1,795,621, respectively) |
|
|
|
|
|
||
Non-controlled/non-affiliate investments |
|
$ |
1,275,286 |
|
$ |
1,167,200 |
|
Non-controlled affiliate company investments |
|
456,718 |
|
430,371 |
|
||
Controlled affiliate company investments |
|
202,298 |
|
176,631 |
|
||
Total investments at fair value |
|
1,934,302 |
|
1,774,202 |
|
||
Cash and cash equivalents |
|
25,054 |
|
21,142 |
|
||
Receivable for open trades |
|
975 |
|
1,343 |
|
||
Interest receivable |
|
27,247 |
|
23,730 |
|
||
Other assets |
|
8,784 |
|
8,988 |
|
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Total assets |
|
$ |
1,996,362 |
|
$ |
1,829,405 |
|
LIABILITIES |
|
|
|
|
|
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Debt |
|
$ |
865,643 |
|
$ |
681,528 |
|
Payable for open trades |
|
971 |
|
|
|
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Accounts payable and accrued expenses |
|
5,905 |
|
5,516 |
|
||
Management and incentive fees payable |
|
13,580 |
|
13,041 |
|
||
Interest and facility fees payable |
|
4,152 |
|
4,769 |
|
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Total liabilities |
|
$ |
890,251 |
|
$ |
704,854 |
|
Commitments and contingencies (Note 6) |
|
|
|
|
|
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STOCKHOLDERS EQUITY |
|
|
|
|
|
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Common stock, par value $.001 per share, 200,000,000 and 100,000,000 common shares authorized, respectively, 72,924,790 and 72,684,090 common shares issued and outstanding, respectively |
|
73 |
|
73 |
|
||
Capital in excess of par value |
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1,139,521 |
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1,136,599 |
|
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Accumulated undistributed net investment income |
|
4,120 |
|
7,005 |
|
||
Accumulated net realized gain on sale of investments |
|
|
|
1,471 |
|
||
Net unrealized loss on investments and foreign currencies |
|
(37,603 |
) |
(20,597 |
) |
||
Total stockholders equity |
|
1,106,111 |
|
1,124,551 |
|
||
Total liabilities and stockholders equity |
|
$ |
1,996,362 |
|
$ |
1,829,405 |
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NET ASSETS PER SHARE |
|
$ |
15.17 |
|
$ |
15.47 |
|
See accompanying notes to consolidated financial statements. |
1
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(dollar amounts in thousands, except per share data)
|
|
For the Three Months Ended |
|
For the Three Months Ended |
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(unaudited) |
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(unaudited) |
|
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INVESTMENT INCOME: |
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|
|
|
|
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From non-controlled/non-affiliate company investments: |
|
|
|
|
|
||
Interest from investments |
|
$ |
34,919 |
|
$ |
29,976 |
|
Capital structuring service fees |
|
2,725 |
|
4,285 |
|
||
Interest from cash & cash equivalents |
|
548 |
|
821 |
|
||
Dividend income |
|
496 |
|
375 |
|
||
Other income |
|
825 |
|
152 |
|
||
Total investment income from non-controlled/non-affiliate company investments |
|
39,513 |
|
35,609 |
|
||
|
|
|
|
|
|
||
From non-controlled affiliate company investments: |
|
|
|
|
|
||
Interest from investments |
|
8,546 |
|
3,487 |
|
||
Capital structuring service fees |
|
1,095 |
|
38 |
|
||
Dividend income |
|
48 |
|
|
|
||
Other income |
|
241 |
|
228 |
|
||
Total investment income from non-controlled affiliate company investments |
|
9,930 |
|
3,753 |
|
||
|
|
|
|
|
|
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From controlled affiliate company investments: |
|
|
|
|
|
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Interest from investments |
|
2,422 |
|
353 |
|
||
Capital structuring service fees |
|
100 |
|
|
|
||
Other income |
|
242 |
|
|
|
||
Total investment income from controlled affiliate company investments |
|
2,764 |
|
353 |
|
||
|
|
|
|
|
|
||
Total investment income |
|
52,207 |
|
39,715 |
|
||
|
|
|
|
|
|
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EXPENSES: |
|
|
|
|
|
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Interest and credit facility fees |
|
9,923 |
|
8,549 |
|
||
Base management fees |
|
7,087 |
|
5,089 |
|
||
Incentive management fees |
|
6,493 |
|
4,755 |
|
||
Professional fees |
|
1,218 |
|
966 |
|
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Insurance |
|
277 |
|
265 |
|
||
Administrative |
|
535 |
|
210 |
|
||
Depreciation |
|
102 |
|
101 |
|
||
Directors fees |
|
74 |
|
65 |
|
||
Other |
|
847 |
|
761 |
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Total expenses |
|
26,556 |
|
20,761 |
|
||
|
|
|
|
|
|
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NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
25,651 |
|
18,954 |
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||
|
|
|
|
|
|
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Income tax expense (benefit), including excise tax |
|
(322 |
) |
10 |
|
||
|
|
|
|
|
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NET INVESTMENT INCOME |
|
25,973 |
|
18,944 |
|
||
|
|
|
|
|
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REALIZED AND UNREALIZED NET GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES: |
|
|
|
|
|
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Net realized gains (losses): |
|
|
|
|
|
||
Non-controlled/non-affiliate company investments |
|
207 |
|
269 |
|
||
Non-controlled affiliate company investments |
|
|
|
|
|
||
Controlled affiliate company investments |
|
|
|
90 |
|
||
Foreign currency transactions |
|
(8 |
) |
|
|
||
Net realized gains |
|
199 |
|
359 |
|
||
|
|
|
|
|
|
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Net unrealized gains (losses): |
|
|
|
|
|
||
Non-controlled/non-affiliate company investments |
|
(18,604 |
) |
(2,092 |
) |
||
Non-controlled affiliate company investments |
|
(10,742 |
) |
5,300 |
|
||
Controlled affiliate company investments |
|
12,333 |
|
1,078 |
|
||
Foreign currency transactions |
|
7 |
|
|
|
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Net unrealized gains (losses) |
|
(17,006 |
) |
4,286 |
|
||
|
|
|
|
|
|
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Net realized and unrealized gains (losses) from investments and foreign currencies |
|
(16,807 |
) |
4,645 |
|
||
|
|
|
|
|
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NET INCREASE IN STOCKHOLDERS EQUITY RESULTING FROM OPERATIONS |
|
$ |
9,166 |
|
$ |
23,589 |
|
|
|
|
|
|
|
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BASIC EARNINGS PER COMMON SHARE (see Note 4) |
|
$ |
0.13 |
|
$ |
0.44 |
|
|
|
|
|
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DILUTED EARNINGS PER COMMON SHARE (see Note 4) |
|
$ |
0.12 |
|
$ |
0.44 |
|
|
|
|
|
|
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WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING BASIC (see Note 4) |
|
72,684,090 |
|
53,178,927 |
|
||
|
|
|
|
|
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WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING DILUTED (see Note 4) |
|
74,547,785 |
|
53,178,927 |
|
See accompanying notes to consolidated financial statements.
2
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2008 (unaudited)
(dollar amounts in thousands, except per unit data)
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|||
Healthcare Services |
|
|
|
|
|
|
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|||
American Renal Associates, Inc. |
|
Dialysis provider |
|
Senior secured loan |
|
5.86% (Libor+ 3.25%/Q) |
|
12/14/05 |
|
$ |
1,967 |
|
$ |
1,967 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
8.50% (Base Rate + 3.25%/D) |
|
12/14/05 |
|
164 |
|
164 |
|
$ |
1.00 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
7.00% (Base Rate + 1.75%/D) |
|
12/14/05 |
|
33 |
|
33 |
|
$ |
1.00 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
5.86% (Libor+ 3.25%/Q) |
|
12/14/05 |
|
5,738 |
|
5,738 |
|
$ |
1.00 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
7.00% (Base Rate + 1.75%/D) |
|
12/14/05 |
|
46 |
|
46 |
|
$ |
1.00 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
5.86% (Libor+ 3.25%/Q) |
|
12/14/05 |
|
262 |
|
262 |
|
$ |
1.00 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
7.98% (Libor + 3.25% /Q) |
|
12/14/05 |
|
2,620 |
|
2,620 |
|
$ |
1.00 |
(3) |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||
Capella Healthcare, Inc. |
|
Acute care hospital operator |
|
Junior secured loan |
|
13.00% |
|
2/29/08 |
|
65,000 |
|
65,000 |
|
$ |
1.00 |
|
|
|
||
|
|
|
|
Junior secured loan |
|
13.00% |
|
2/29/08 |
|
30,000 |
|
30,000 |
|
$ |
1.00 |
(2) |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings, LLC (6) |
|
Healthcare analysis services |
|
Senior secured revolving
loan |
|
7.98% (Libor + 5.00%/Q) |
|
6/15/07 |
|
810 |
|
810 |
|
$ |
1.00 |
|
|
|
||
|
|
|
|
Senior secured revolving
loan |
|
9.65% (Libor + 5.00%/S) |
|
6/15/07 |
|
810 |
|
810 |
|
$ |
1.00 |
|
|
|
||
|
|
|
|
Senior secured revolving
loan |
|
8.08% (Libor + 5.00%/Q) |
|
6/15/07 |
|
810 |
|
810 |
|
$ |
1.00 |
|
|
|
||
|
|
|
|
Senior secured loan |
|
9.65% (Libor + 5.00%/S) |
|
6/15/07 |
|
13,800 |
|
13,142 |
|
$ |
0.95 |
|
|
|
||
|
|
|
|
Senior secured loan |
|
9.65% (Libor + 5.00%/S) |
|
6/15/07 |
|
4,000 |
|
3,800 |
|
$ |
0.95 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
7.98% (Libor + 5.00%/Q) |
|
6/15/07 |
|
6,771 |
|
6,448 |
|
$ |
0.95 |
|
|
|
||
|
|
|
|
Senior secured loan |
|
7.98% (Libor + 5.00%/Q) |
|
6/15/07 |
|
1,963 |
|
1,864 |
|
$ |
0.95 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
8.08% (Libor + 5.00%/Q) |
|
6/15/07 |
|
10,325 |
|
9,856 |
|
$ |
0.95 |
|
|
|
||
|
|
|
|
Senior secured loan |
|
8.08% (Libor + 5.00%/Q) |
|
6/15/07 |
|
3,000 |
|
2,850 |
|
$ |
0.95 |
(3) |
|
|
||
|
|
|
|
Senior secured loan |
|
7.78% (Libor + 5.00%/A) |
|
6/15/07 |
|
10,245 |
|
9,733 |
|
$ |
0.95 |
|
|
|
||
|
|
|
|
Senior secured loan |
|
7.78% (Libor + 5.00%/A) |
|
6/15/07 |
|
2,963 |
|
2,814 |
|
$ |
0.95 |
(3) |
|
|
||
|
|
|
|
Preferred stock (6,000 shares) |
|
|
|
6/15/07 |
|
6,000 |
|
6,000 |
|
$ |
1,000.00 |
(5) |
|
|
||
|
|
|
|
Common stock (9,679 shares) |
|
|
|
6/15/07 |
|
4,000 |
|
4,000 |
|
$ |
413.27 |
(5) |
|
|
||
|
|
|
|
Common stock (1,546 shares) |
|
|
|
6/15/07 |
|
|
|
|
|
$ |
|
(5) |
|
|
||
3
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|
DSI Renal, Inc. |
|
Dialysis provider |
|
Senior subordinated note ($54,202 par due 4/2014) |
|
12.00% Cash, 2.00% PIK |
|
4/4/06 |
|
54,247 |
|
54,202 |
|
$ |
1.00 |
(4) |
|
|
|
|
|
|
Senior subordinated note ($11,634 par due 4/2014) |
|
12.00% Cash, 2.00% PIK |
|
4/4/06 |
|
11,634 |
|
11,634 |
|
$ |
1.00 |
(4) (3) |
|
|
|
|
|
|
Senior secured revolving
loan |
|
8.25% (Base Rate + 3.00%/D) |
|
4/4/06 |
|
1,344 |
|
1,210 |
|
$ |
0.90 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
9.13% (Libor + 3.00%/M) |
|
4/4/06 |
|
1,600 |
|
1,440 |
|
$ |
0.90 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
6.13% (Libor + 3.00%/B) |
|
4/4/06 |
|
1,920 |
|
1,728 |
|
$ |
0.90 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
6.11% (Libor + 3.00%/Q) |
|
4/4/06 |
|
1,152 |
|
1,037 |
|
$ |
0.90 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
6.13% (Libor + 3.00%/B) |
|
4/4/06 |
|
1,600 |
|
1,440 |
|
$ |
0.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GG Merger Sub I, Inc. |
|
Drug testing services |
|
Senior secured loan |
|
8.83% (Libor + 4.00%/B) |
|
12/14/07 |
|
22,320 |
|
22,397 |
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPBP Holdings, Inc., Cohr Holdings, Inc. and MPBP Acquisition Co., Inc. |
|
Healthcare equipment services |
|
Junior secured loan |
|
9.35% (Libor + 6.25%/Q) |
|
1/31/07 |
|
20,000 |
|
13,000 |
|
$ |
0.65 |
|
|
|
|
|
|
|
Junior secured loan |
|
9.35% (Libor + 6.25%/Q) |
|
1/31/07 |
|
12,000 |
|
7,800 |
|
$ |
0.65 |
(3) |
|
|
|
|
|
|
Common stock (50,000 shares) |
|
|
|
1/31/07 |
|
5,000 |
|
|
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MWD Acquisition Sub, Inc. |
|
Dental services |
|
Junior secured loan |
|
9.40% (Libor + 6.25%/Q) |
|
5/3/07 |
|
5,000 |
|
4,750 |
|
$ |
0.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OnCURE Medical Corp. |
|
Radiation oncology care provider |
|
Senior subordinated note ($26,155 par due 8/2013) |
|
11.00% Cash, 1.50% PIK |
|
8/18/06 |
|
26,155 |
|
26,155 |
|
$ |
1.00 |
(4) |
|
|
|
|
|
|
Senior secured loan |
|
6.63% (Libor + 3.50%/M) |
|
8/18/06 |
|
1,612 |
|
1,612 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Common stock (857,143 shares) |
|
|
|
8/18/06 |
|
3,000 |
|
3,000 |
|
$ |
3.50 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PG MergerSub, Inc. and PG Holdco, LLC |
|
Provider of patient surveys, management reports and national databases for the integrated healthcare delivery system |
|
Senior subordinated loan ($5,000 par due 3/2016) |
|
12.50% |
|
3/12/08 |
|
4,900 |
|
4,900 |
|
$ |
0.98 |
|
|
|
|
|
|
|
Preferred units (333 units) |
|
|
|
3/12/08 |
|
333 |
|
333 |
|
$ |
1,000.00 |
(5) |
|
|
|
|
|
|
Class A common units (16,667 units) |
|
|
|
3/12/08 |
|
167 |
|
167 |
|
$ |
10.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triad Laboratory Alliance, LLC |
|
Laboratory services |
|
Senior subordinated note ($15,154 par due 12/2012) |
|
12.00% cash, 1.75% PIK |
|
12/21/05 |
|
15,154 |
|
15,154 |
|
$ |
1.00 |
(4) |
|
|
|
|
|
|
Senior secured loan |
|
5.95% (Libor + 3.25%/Q) |
|
12/21/05 |
|
2,932 |
|
2,639 |
|
$ |
0.90 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
363,397 |
|
343,365 |
|
|
|
31.04 |
% |
4
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Campus Management Corp.
and Campus Management Acquisition |
|
Education software developer |
|
Senior secured loan |
|
11.00% |
|
2/8/08 |
|
45,000 |
|
45,000 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Convertible preferred stock (415,508 shares) |
|
8.00% PIK |
|
2/8/08 |
|
7,543 |
|
7,543 |
|
$ |
18.15 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ELC Acquisition Corporation |
|
Developer, manufacturer and retailer of educational products |
|
Senior secured loan |
|
6.77% (Libor + 3.75%/Q) |
|
11/30/06 |
|
7 |
|
7 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
6.77% (Libor + 3.75%/Q) |
|
11/30/06 |
|
272 |
|
272 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Junior secured loan |
|
12.11% (Libor + 7.00%/Q) |
|
11/30/06 |
|
8,333 |
|
8,333 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equinox EIC Partners,
LLC and MUA Management Company, |
|
Medical school operator |
|
Senior secured revolving
loan |
|
10.00% (Libor + 6.00%/Q) |
|
4/3/07 |
|
1,000 |
|
1,000 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
10.25% (Base Rate + 5.00%/D) |
|
4/3/07 |
|
6,838 |
|
6,838 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
10.25% (Base Rate + 5.00%/D) |
|
4/3/07 |
|
4,700 |
|
4,700 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
10.25% (Base Rate + 5.00%/D) |
|
4/3/07 |
|
1,400 |
|
1,400 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
8.61% (Libor + 6.00%/Q) |
|
4/3/07 |
|
4,862 |
|
4,862 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan ($14,113 par due 12/2012) |
|
8.54% (Libor + 6.00%/Q) |
|
9/21/07 |
|
14,113 |
|
14,113 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
10.00% (Libor + 6.00%/Q) |
|
4/3/07 |
|
7,425 |
|
7,425 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Common membership interest (26.27% interest) |
|
|
|
9/21/07 |
|
15,000 |
|
20,000 |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instituto de Banca y
Comercio, |
|
Private school operator |
|
Senior secured loan |
|
9.25% (Libor + 4.00%/D) |
|
3/15/07 |
|
7,500 |
|
7,500 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
8.24% (Libor + 5.00%/Q) |
|
3/15/07 |
|
12,346 |
|
12,346 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
8.24% (Libor + 5.00%/Q) |
|
3/15/07 |
|
11,910 |
|
11,910 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lakeland Finance, LLC |
|
Private school operator |
|
Senior secured note |
|
11.50% |
|
12/13/05 |
|
18,000 |
|
18,000 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured note |
|
11.50% |
|
12/13/05 |
|
15,000 |
|
15,000 |
|
$ |
1.00 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
181,249 |
|
186,249 |
|
|
|
16.84 |
% |
5
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|
Financial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abingdon Investments Limited (6) (8) (9) |
|
Investment company |
|
Ordinary shares (948,500 shares) |
|
|
|
12/15/06 |
|
9,033 |
|
6,137 |
|
$ |
6.47 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Firstlight Financial Corporation (6) (9) |
|
Investment company |
|
Senior subordinated loan ($66,577 par due 12/2016) |
|
10.00% PIK |
|
12/31/06 |
|
66,577 |
|
66,577 |
|
$ |
1.00 |
(4) |
|
|
|
|
|
|
Common stock (10,000 shares) |
|
|
|
12/31/06 |
|
10,000 |
|
7,500 |
|
$ |
750.00 |
(5) |
|
|
|
|
|
|
Common stock (30,000 shares) |
|
|
|
12/31/06 |
|
30,000 |
|
22,500 |
|
$ |
750.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ivy Hill Middle Market Credit Fund, Ltd. (7) (8) (9) |
|
Investment company |
|
Class B deferrable
interest notes |
|
9.08% (Libor + 6.00%/Q) |
|
11/20/07 |
|
40,000 |
|
40,000 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Subordinated notes |
|
|
|
11/20/07 |
|
16,000 |
|
16,000 |
|
$ |
1.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imperial Capital Group, LLC (6) (9) |
|
Investment banking services |
|
Common units (7,710 units) |
|
|
|
5/10/07 |
|
14,997 |
|
14,997 |
|
$ |
1,945.16 |
(5) |
|
|
|
|
|
|
Common units (2,526 units) |
|
|
|
5/10/07 |
|
3 |
|
3 |
|
$ |
1.00 |
(5) |
|
|
|
|
|
|
Common units (315 units) |
|
|
|
5/10/07 |
|
|
|
|
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partnership Capital Growth Fund I, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (25% interest) |
|
|
|
6/16/06 |
|
2,260 |
|
2,260 |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VSC Investors LLC (9) |
|
Investment company |
|
Membership interest (4.63% interest) |
|
|
|
1/24/08 |
|
31 |
|
31 |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
188,901 |
|
176,005 |
|
|
|
15.91 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apogee Retail, LLC |
|
For-profit thrift retailer |
|
Senior secured revolving
loan |
|
7.75% (Libor + 5.25%/S) |
|
3/27/07 |
|
780 |
|
780 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
7.75% (Libor + 5.25%/S) |
|
3/27/07 |
|
9,326 |
|
9,326 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
7.75% (Libor + 5.25%/S) |
|
3/27/07 |
|
19,750 |
|
19,750 |
|
$ |
1.00 |
(2) |
|
|
|
|
|
|
Senior secured loan |
|
7.75% (Libor + 5.25%/S) |
|
3/27/07 |
|
11,850 |
|
11,850 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
7.85% (Libor + 5.25%/Q) |
|
3/27/07 |
|
24 |
|
24 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
7.85% (Libor + 5.25%/Q) |
|
3/27/07 |
|
50 |
|
50 |
|
$ |
1.00 |
(2) |
|
|
|
|
|
|
Senior secured loan |
|
7.85% (Libor + 5.25%/Q) |
|
3/27/07 |
|
30 |
|
30 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hudson Group, Inc. and Advent - Hudson, LLC |
|
Retail newstand operator |
|
Junior secured loan ($35,006 par due 3/2015) |
|
11.50% Cash, 1.50% PIK |
|
3/28/08 |
|
35,006 |
|
35,006 |
|
$ |
1.00 |
(4) |
|
|
|
|
|
|
Membership units (6,057,983 units) |
|
|
|
3/28/08 |
|
3,000 |
|
3,000 |
|
$ |
0.50 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savers, Inc. and SAI Acquisition Corporation |
|
For-profit thrift retailer |
|
Senior subordinated note ($28,078 par due 8/2014) |
|
10.00% cash, 2.00% PIK |
|
8/8/06 |
|
28,078 |
|
28,078 |
|
$ |
1.00 |
(2) (4) |
|
|
|
|
|
|
Common stock (1,170,182 shares) |
|
|
|
8/8/06 |
|
4,500 |
|
4,500 |
|
$ |
3.85 |
(5) |
|
|
6
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|
Things Remembered, Inc. and TRM Holdings Corporation |
|
Personalized gifts retailer |
|
Senior secured loan |
|
7.61% (Libor + 4.75%/M) |
|
9/28/06 |
|
4,728 |
|
4,728 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
8.86% (Libor + 6.00%/M) |
|
9/28/06 |
|
14,000 |
|
14,000 |
|
$ |
1.00 |
(2) |
|
|
|
|
|
|
Senior secured loan |
|
8.86% (Libor + 6.00%/M) |
|
9/28/06 |
|
14,000 |
|
14,000 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
8.86% (Libor + 6.00%/M) |
|
9/28/06 |
|
7,200 |
|
7,200 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Preferred stock (80 shares) |
|
|
|
9/28/06 |
|
1,800 |
|
1,800 |
|
$ |
22,500.00 |
(5) |
|
|
|
|
|
|
Common stock (800 shares) |
|
|
|
9/28/06 |
|
200 |
|
200 |
|
$ |
250.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
154,322 |
|
154,322 |
|
|
|
13.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing, Publishing & Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canon Communications LLC |
|
Print publications services |
|
Junior secured loan |
|
9.45% (Libor + 6.75%/M) |
|
5/25/05 |
|
7,525 |
|
7,525 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Junior secured loan |
|
9.45% (Libor + 6.75%/M) |
|
5/25/05 |
|
4,250 |
|
4,250 |
|
$ |
1.00 |
(2) |
|
|
|
|
|
|
Junior secured loan |
|
9.45% (Libor + 6.75%/M) |
|
5/25/05 |
|
12,000 |
|
12,000 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Courtside Acquisition Corp. |
|
Community newspaper publisher |
|
Senior subordinated loan |
|
15.00% PIK |
|
6/29/07 |
|
33,490 |
|
30,143 |
|
$ |
0.90 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daily Candy, |
|
Internet publication provider |
|
Senior secured loan |
|
9.72% (Libor + 5.00%/S) |
|
5/25/06 |
|
587 |
|
497 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
9.72% (Libor + 5.00%/S) |
|
5/25/06 |
|
13,733 |
|
11,629 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
9.72% (Libor + 5.00%/S) |
|
5/25/06 |
|
5 |
|
5 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
9.72% (Libor + 5.00%/S) |
|
5/25/06 |
|
125 |
|
106 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Common stock (1,250,000 shares) |
|
|
|
5/25/06 |
|
2,375 |
|
4,085 |
|
$ |
3.27 |
(5) |
|
|
|
|
|
|
Warrants to purchase 1,381,578 shares |
|
|
|
5/25/06 |
|
2,625 |
|
4,515 |
|
$ |
3.27 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LVCG Holdings LLC (7) |
|
Commercial printer |
|
Membership interest (56.53% interest) |
|
|
|
10/12/07 |
|
6,600 |
|
6,600 |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Print Group, Inc. |
|
Printing management services |
|
Senior secured revolving
loan |
|
7.75% (Base Rate + 2.50%/D) |
|
3/2/06 |
|
1,138 |
|
1,138 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured revolving
loan |
|
6.61% (Libor + 3.50%/M) |
|
3/2/06 |
|
2,054 |
|
2,054 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
6.20% (Libor + 3.50%/Q) |
|
3/2/06 |
|
4,441 |
|
4,441 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
6.60% (Libor + 3.50%/B) |
|
3/2/06 |
|
5,111 |
|
5,111 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
9.70% (Libor + 7.00%/M) |
|
3/2/06 |
|
406 |
|
406 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
10.09% (Libor + 7.00%/Q) |
|
3/2/06 |
|
350 |
|
350 |
|
$ |
1.00 |
(3) |
|
|
7
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|
|
|
|
|
Preferred stock (9,344 shares) |
|
|
|
3/2/06 |
|
2,000 |
|
1,000 |
|
$ |
107.02 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Teaching Company,
LLC and The Teaching Company Holdings, |
|
Education publications provider |
|
Senior secured loan |
|
10.50% |
|
9/29/06 |
|
28,000 |
|
28,000 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Preferred stock (29,969 shares) |
|
|
|
9/29/06 |
|
2,997 |
|
3,996 |
|
$ |
133.33 |
(5) |
|
|
|
|
|
|
Common stock (15,393 shares) |
|
|
|
9/29/06 |
|
3 |
|
4 |
|
$ |
0.27 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
129,815 |
|
127,855 |
|
|
|
11.56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Group Services, |
|
Financial services |
|
Senior secured loan |
|
12.00% |
|
6/22/06 |
|
200 |
|
200 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Limited liability company membership interest (10.00% interest) |
|
|
|
6/22/06 |
|
|
|
150 |
|
$ |
1,500.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miller Heiman, Inc. |
|
Sales consulting services |
|
Senior secured loan |
|
6.27% (Libor + 3.25%/Q) |
|
6/20/05 |
|
1,163 |
|
1,163 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Senior secured loan |
|
6.45% (Libor + 3.75%/M) |
|
6/20/05 |
|
3,967 |
|
3,967 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pillar Holdings LLC and PHL Holding Co. (6) |
|
Mortgage services |
|
Senior secured revolving loan ($1,312 par due 11/2013) |
|
8.18% (Libor + 5.50%/M) |
|
11/20/07 |
|
1,312 |
|
1,312 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
8.20% (Libor + 5.50%/Q) |
|
11/20/07 |
|
24,129 |
|
24,129 |
|
$ |
1.00 |
|
|
|
|
|
|
|
Senior secured loan |
|
8.20% (Libor + 5.50%/Q) |
|
11/20/07 |
|
11,940 |
|
11,940 |
|
$ |
1.00 |
(3) |
|
|
|
|
|
|
Common stock (72 shares) |
|
|
|
11/20/07 |
|
3,000 |
|
3,000 |
|
$ |
41,420.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primis Marketing Group, Inc. and Primis Holdings, LLC (6) |
|
Database marketing services |
|
Senior subordinated note ($10,222 par due 2/2013) |
|
11.00% Cash, 2.50% PIK |
|
8/24/06 |
|
10,222 |
|
5,111 |
|
$ |
0.50 |
(4) |
|
|
|
|
|
|
Preferred units (4,000 units) |
|
|
|
8/24/06 |
|
3,600 |
|
|
|
$ |
|
(5) |
|
|
|
|
|
|
Common units (4,000,000 units) |
|
|
|
8/24/06 |
|
400 |
|
|
|
$ |
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prommis Solutions, LLC, E-Default Services, LLC, Statewide Tax and Title Services, LLC & Statewide Publishing Services, LLC (formerly known as MR Processing Holding Corp.) |
|
Bankruptcy and foreclosure processing services |
|
Senior subordinated note ($29,669 par due 2/2014) |
|
11.50% Cash, 2.00% PIK |
|
2/8/07 |
|
29,669 |
|
29,670 |
|
$ |
1.00 |
(2) (4) |
|
|
|
|
|
|
Senior subordinated note ($21,664 par due 2/2014) |
|
11.50% Cash, 2.00% PIK |
|
2/8/07 |
|
21,664 |
|
21,666 |
|
$ |
1.00 |
(4) |
|
|
|
|
|
|
Preferred stock (30,000 shares) |
|
|
|
4/11/06 |
|
3,000 |
|
4,500 |
|
$ |
150.00 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R2 Acquisition Corp. |
|
Marketing services |
|
Common stock (250,000 shares) |
|
|
|
5/29/07 |
|
250 |
|
250 |
|
$ |
1.00 |
(5) |
|
|
8
Company(1) |
|
Industry |
|
Investment |
|
Interest(10) |
|
Initial |
|
Amortized Cost |
|
Fair Value |
|
Fair Value Per Unit |
|
Percentage |
|
|
Summit Business Media, LLC |
|
Business media consulting services |
|
Junior secured loan |
|
9.71% (Libor + 7.00%/M) |
|
8/3/07 |
|
10,000 |
|
9,500 |
|
$ |
0.95 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VSS-Tranzact Holdings, LLC (6) |
|
Management consulting services |
|
Common membership interest (8.51% interest) |
|
|
|
10/26/07 |
|
10,000 |
|
10,000 |
|
|
(5) |
|
|
|
|
|