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
For the quarterly period ended June 30, 2013
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 814-00663
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) |
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrant’s 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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 |
|
Accelerated filer o |
|
|
|
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
|
(Do not check if a smaller reporting company) |
|
|
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 issuer’s classes of common stock, as of the latest practicable date.
|
Class |
|
Outstanding at August 5, 2013 |
|
Common stock, $0.001 par value |
|
268,312,478 |
ARES CAPITAL CORPORATION
|
Part I. |
Financial Information |
|
|
|
|
|
|
Item 1. |
Financial Statements |
|
|
|
|
|
|
|
Consolidated Balance Sheet as of June 30, 2013 (unaudited) and December 31, 2012 |
2 |
|
|
|
|
|
|
3 | |
|
|
|
|
|
|
Consolidated Schedule of Investments as of June 30, 2013 (unaudited) and December 31, 2012 |
5 |
|
|
|
|
|
|
Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2013 (unaudited) |
36 |
|
|
|
|
|
|
37 | |
|
|
|
|
|
|
38 | |
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
62 | |
|
|
|
|
|
85 | ||
|
|
|
|
|
86 | ||
|
|
|
|
|
| ||
|
|
|
|
|
87 | ||
|
|
|
|
|
87 | ||
|
|
|
|
|
87 | ||
|
|
|
|
|
87 | ||
|
|
|
|
|
87 | ||
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|
|
|
|
87 | ||
|
|
|
|
|
87 |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
|
|
|
As of |
| ||||
|
|
|
June 30, 2013 |
|
December 31, 2012 |
| ||
|
|
|
(unaudited) |
|
|
| ||
|
ASSETS |
|
|
|
|
| ||
|
Investments at fair value |
|
|
|
|
| ||
|
Non-controlled/non-affiliate investments |
|
$ |
4,596,138 |
|
$ |
3,822,715 |
|
|
Non-controlled affiliate company investments |
|
289,441 |
|
323,059 |
| ||
|
Controlled affiliate company investments |
|
1,929,381 |
|
1,778,781 |
| ||
|
Total investments at fair value (amortized cost of $6,713,016 and $5,823,451, respectively) |
|
6,814,960 |
|
5,924,555 |
| ||
|
Cash and cash equivalents |
|
100,517 |
|
269,043 |
| ||
|
Receivable for open trades |
|
144 |
|
131 |
| ||
|
Interest receivable |
|
119,467 |
|
108,998 |
| ||
|
Other assets |
|
95,736 |
|
98,497 |
| ||
|
Total assets |
|
$ |
7,130,824 |
|
$ |
6,401,224 |
|
|
LIABILITIES |
|
|
|
|
| ||
|
Debt |
|
$ |
2,562,440 |
|
$ |
2,195,872 |
|
|
Management and incentive fees payable |
|
123,822 |
|
131,585 |
| ||
|
Accounts payable and other liabilities |
|
56,098 |
|
53,178 |
| ||
|
Interest and facility fees payable |
|
40,343 |
|
30,603 |
| ||
|
Payable for open trades |
|
76 |
|
1,640 |
| ||
|
Total liabilities |
|
2,782,779 |
|
2,412,878 |
| ||
|
Commitments and contingencies (Note 6) |
|
|
|
|
| ||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
|
Common stock, par value $.001 per share, 500,000 common shares authorized 268,312 and 248,653 common shares issued and outstanding, respectively |
|
268 |
|
249 |
| ||
|
Capital in excess of par value |
|
4,459,701 |
|
4,117,517 |
| ||
|
Accumulated overdistributed net investment income |
|
(31,580 |
) |
(27,910 |
) | ||
|
Accumulated net realized loss on investments, foreign currency transactions, extinguishment of debt and other assets |
|
(182,288 |
) |
(202,614 |
) | ||
|
Net unrealized gain on investments |
|
101,944 |
|
101,104 |
| ||
|
Total stockholders’ equity |
|
4,348,045 |
|
3,988,346 |
| ||
|
Total liabilities and stockholders’ equity |
|
$ |
7,130,824 |
|
$ |
6,401,224 |
|
|
NET ASSETS PER SHARE |
|
$ |
16.21 |
|
$ |
16.04 |
|
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
|
|
|
For the three months ended |
|
For the six months ended |
| ||||||||
|
|
|
June 30, 2013 |
|
June 30, 2012 |
|
June 30, 2013 |
|
June 30, 2012 |
| ||||
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| ||||
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
| ||||
|
From non-controlled/non-affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
$ |
94,390 |
|
$ |
77,097 |
|
$ |
179,512 |
|
$ |
149,360 |
|
|
Capital structuring service fees |
|
13,527 |
|
12,568 |
|
17,631 |
|
20,445 |
| ||||
|
Dividend income |
|
5,073 |
|
3,518 |
|
9,097 |
|
7,320 |
| ||||
|
Management and other fees |
|
349 |
|
332 |
|
663 |
|
660 |
| ||||
|
Other income |
|
3,137 |
|
4,471 |
|
9,332 |
|
7,215 |
| ||||
|
Total investment income from non- controlled/non-affiliate company investments |
|
116,476 |
|
97,986 |
|
216,235 |
|
185,000 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
From non-controlled affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
5,635 |
|
5,762 |
|
11,651 |
|
10,259 |
| ||||
|
Capital structuring service fees |
|
— |
|
895 |
|
— |
|
895 |
| ||||
|
Dividend income |
|
560 |
|
323 |
|
1,163 |
|
639 |
| ||||
|
Management and other fees |
|
— |
|
63 |
|
— |
|
126 |
| ||||
|
Other income |
|
38 |
|
265 |
|
129 |
|
294 |
| ||||
|
Total investment income from non- controlled affiliate company investments |
|
6,233 |
|
7,308 |
|
12,943 |
|
12,213 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
From controlled affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
57,944 |
|
55,183 |
|
110,983 |
|
111,308 |
| ||||
|
Capital structuring service fees |
|
10,622 |
|
7,804 |
|
12,509 |
|
17,587 |
| ||||
|
Dividend income |
|
10,145 |
|
5,097 |
|
37,607 |
|
10,198 |
| ||||
|
Management and other fees |
|
4,644 |
|
4,117 |
|
8,828 |
|
8,658 |
| ||||
|
Other income |
|
59 |
|
60 |
|
2,073 |
|
329 |
| ||||
|
Total investment income from controlled affiliate company investments |
|
83,414 |
|
72,261 |
|
172,000 |
|
148,080 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Total investment income |
|
206,123 |
|
177,555 |
|
401,178 |
|
345,293 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
|
Interest and credit facility fees |
|
40,261 |
|
35,018 |
|
79,608 |
|
67,794 |
| ||||
|
Base management fees |
|
24,902 |
|
20,811 |
|
48,120 |
|
40,797 |
| ||||
|
Incentive fees |
|
33,374 |
|
22,733 |
|
53,459 |
|
49,119 |
| ||||
|
Professional fees |
|
3,736 |
|
3,548 |
|
6,880 |
|
7,234 |
| ||||
|
Administrative fees |
|
2,606 |
|
2,217 |
|
5,198 |
|
4,537 |
| ||||
|
Other general and administrative |
|
3,748 |
|
2,474 |
|
7,516 |
|
5,275 |
| ||||
|
Total expenses |
|
108,627 |
|
86,801 |
|
200,781 |
|
174,756 |
| ||||
|
|
|
For the three months ended |
|
For the six months ended |
| ||||||||
|
|
|
June 30, 2013 |
|
June 30, 2012 |
|
June 30, 2013 |
|
June 30, 2012 |
| ||||
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| ||||
|
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
97,496 |
|
90,754 |
|
200,397 |
|
170,537 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income tax expense, including excise tax |
|
3,919 |
|
2,853 |
|
7,723 |
|
5,598 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INVESTMENT INCOME |
|
93,577 |
|
87,901 |
|
192,674 |
|
164,939 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: |
|
|
|
|
|
|
|
|
| ||||
|
Net realized gains (losses): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliate company investments |
|
5,777 |
|
(35,040 |
) |
16,428 |
|
(34,578 |
) | ||||
|
Non-controlled affiliate company investments |
|
128 |
|
68 |
|
145 |
|
71 |
| ||||
|
Controlled affiliate company investments |
|
2,743 |
|
(3,925 |
) |
3,753 |
|
(12,061 |
) | ||||
|
Net realized gains (losses) |
|
8,648 |
|
(38,897 |
) |
20,326 |
|
(46,568 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net unrealized gains (losses): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliate company investments |
|
18,149 |
|
33,192 |
|
24,098 |
|
39,209 |
| ||||
|
Non-controlled affiliate company investments |
|
(580 |
) |
4,038 |
|
(1,933 |
) |
14,131 |
| ||||
|
Controlled affiliate company investments |
|
13,704 |
|
7,376 |
|
(21,325 |
) |
27,446 |
| ||||
|
Net unrealized gains |
|
31,273 |
|
44,606 |
|
840 |
|
80,786 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net realized and unrealized gains from investments |
|
39,921 |
|
5,709 |
|
21,166 |
|
34,218 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
REALIZED LOSS ON EXTINGUISHMENT OF DEBT |
|
— |
|
(2,678 |
) |
— |
|
(2,678 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS |
|
$ |
133,498 |
|
$ |
90,932 |
|
$ |
213,840 |
|
$ |
196,479 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
BASIC AND DILUTED EARNINGS PER COMMON SHARE (Note 9) |
|
$ |
0.50 |
|
$ |
0.41 |
|
$ |
0.83 |
|
$ |
0.90 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING — BASIC AND DILUTED (Note 9) |
|
266,174 |
|
221,878 |
|
257,464 |
|
219,461 |
| ||||
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2013
(dollar amounts in thousands)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
| ||
|
Investment Funds and Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
AGILE Fund I, LLC(9) |
|
Investment partnership |
|
Member interest (0.50% interest) |
|
|
|
4/1/2010 |
|
$ |
121 |
|
$ |
28 |
(2) |
|
|
|
CIC Flex, LP (9) |
|
Investment partnership |
|
Limited partnership units (0.94 unit) |
|
|
|
9/7/2007 |
|
1,032 |
|
3,014 |
(2) |
|
| ||
|
Covestia Capital Partners, LP (9) |
|
Investment partnership |
|
Limited partnership interest (47.00% interest) |
|
|
|
6/17/2008 |
|
826 |
|
936 |
(2) |
|
| ||
|
Dynamic India Fund IV, LLC (9) |
|
Investment company |
|
Member interest (5.44% interest) |
|
|
|
4/1/2010 |
|
4,822 |
|
3,166 |
|
|
| ||
|
HCI Equity, LLC (7)(8)(9) |
|
Investment company |
|
Member interest (100.00% interest) |
|
|
|
4/1/2010 |
|
182 |
|
343 |
|
|
| ||
|
Imperial Capital Private Opportunities, LP (9) |
|
Investment partnership |
|
Limited partnership interest (80.00% interest) |
|
|
|
5/10/2007 |
|
5,971 |
|
12,966 |
(2) |
|
| ||
|
Partnership Capital Growth Fund I, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (25.00% interest) |
|
|
|
6/16/2006 |
|
1,507 |
|
3,953 |
(2) |
|
| ||
|
Partnership Capital Growth Investors III, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (2.50% interest) |
|
|
|
10/5/2011 |
|
2,320 |
|
2,411 |
(2) |
|
| ||
|
Piper Jaffray Merchant Banking Fund I, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (2.00% interest) |
|
|
|
8/16/2012 |
|
586 |
|
538 |
(2) |
|
| ||
|
Senior Secured Loan Fund LLC (7)(10) |
|
Co-investment vehicle |
|
Subordinated certificates ($1,414,988 par due 12/2022) |
|
8.27% (Libor + 8.00%/Q)(22) |
|
10/30/2009 |
|
1,411,466 |
|
1,436,213 |
|
|
| ||
|
|
|
|
|
Member interest (87.50% interest) |
|
|
|
10/30/2009 |
|
— |
|
— |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
1,411,466 |
|
1,436,213 |
|
|
| ||
|
VSC Investors LLC (9) |
|
Investment company |
|
Membership interest (1.95% interest) |
|
|
|
1/24/2008 |
|
604 |
|
1,145 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
1,429,437 |
|
1,464,713 |
|
33.70 |
% | ||
|
Healthcare-Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
AxelaCare Holdings, Inc. and AxelaCare Investment Holdings, L.P. |
|
Provider of home infusion services |
|
Senior secured loan ($7,500 par due 4/2019) |
|
5.75% (Libor + 4.50%/Q) |
|
4/12/2013 |
|
7,500 |
|
7,500 |
(2)(21) |
|
| ||
|
|
|
|
|
Preferred units (7,425,000 units) |
|
|
|
4/12/2013 |
|
743 |
|
743 |
(2) |
|
| ||
|
|
|
|
|
Common units (75,000 units) |
|
|
|
4/12/2013 |
|
7 |
|
7 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
8,250 |
|
8,250 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
California Forensic Medical Group, Incorporated |
|
Correctional facility healthcare operator |
|
Senior secured revolving loan |
|
— |
|
11/16/2012 |
|
— |
|
— |
(2)(23) |
|
| ||
|
|
|
|
|
Senior secured loan ($53,911 par due 11/2018) |
|
9.25% (Libor + 8.00%/Q) |
|
11/16/2012 |
|
53,911 |
|
53,911 |
(3)(21) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
53,911 |
|
53,911 |
|
|
| ||
|
CCS Group Holdings, LLC |
|
Correctional facility healthcare operator |
|
Class A units (601,937 units) |
|
|
|
8/19/2010 |
|
602 |
|
1,410 |
(2) |
|
| ||
|
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings LLC (6) |
|
Healthcare analysis services provider |
|
Senior secured loan ($7,498 par due 3/2017) |
|
7.75% (Libor + 6.50%/Q) |
|
3/15/2011 |
|
7,498 |
|
7,498 |
(2)(21) |
|
| ||
|
|
|
|
|
Senior secured loan ($7,108 par due 3/2017) |
|
7.75% (Libor + 6.50%/Q) |
|
3/15/2011 |
|
7,108 |
|
7,108 |
(3)(21) |
|
| ||
|
|
|
|
|
Class A common stock (9,679 shares) |
|
|
|
6/15/2007 |
|
4,000 |
|
5,723 |
(2) |
|
| ||
|
|
|
|
|
Class C common stock (1,546 shares) |
|
|
|
6/15/2007 |
|
— |
|
1,578 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
18,606 |
|
21,907 |
|
|
| ||
|
INC Research, Inc. |
|
Pharmaceutical and biotechnology consulting services |
|
Common stock (1,410,000 shares) |
|
|
|
9/27/2010 |
|
1,513 |
|
910 |
(2) |
|
| ||
|
Intermedix Corporation |
|
Revenue cycle management provider to the emergency healthcare industry |
|
Junior secured loan ($112,000 par due 6/2019) |
|
10.25% (Libor + 9.00%/Q) |
|
12/27/2012 |
|
112,000 |
|
112,000 |
(2)(21) |
|
| ||
|
JHP Group Holdings, Inc. |
|
Marketer and manufacturer of branded and generic specialty pharmaceutical products |
|
Series A preferred stock (1,000,000 shares) |
|
6.00% PIK |
|
2/19/2013 |
|
1,000 |
|
1,455 |
(2) |
|
| ||
|
Magnacare Holdings, Inc., Magnacare Administrative Services, LLC, and Magnacare, LLC |
|
Healthcare professional provider |
|
Senior secured loan ($137,104 par due 3/2018) |
|
9.00% (Libor + 8.00%/Q) |
|
9/15/2010 |
|
137,781 |
|
137,104 |
(2)(21) |
|
| ||
|
|
|
|
|
Senior secured loan ($57,900 par due 3/2018) |
|
9.00% (Libor + 8.00%/Q) |
|
9/15/2010 |
|
57,900 |
|
57,900 |
(3)(21) |
|
| ||
|
|
|
|
|
Senior secured loan ($4,825 par due 3/2018) |
|
9.00% (Libor + 8.00%/Q) |
|
3/16/2012 |
|
4,825 |
|
4,825 |
(4)(21) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
200,506 |
|
199,829 |
|
|
| ||
As of June 30, 2013
(dollar amounts in thousands)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
MW Dental Holding Corp. |
|
Dental services provider |
|
Senior secured revolving loan ($3,500 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
3,500 |
|
3,500 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($55,746 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
55,746 |
|
55,746 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($49,005 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
49,005 |
|
49,005 |
(3)(21) |
|
|
|
|
|
|
|
Senior secured loan ($9,850 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
9,850 |
|
9,850 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
118,101 |
|
118,101 |
|
|
|
|
Napa Management Services Corporation |
|
Anesthesia management services provider |
|
Senior secured revolving loan ($2,880 par due 4/2018) |
|
6.50% (Libor + 5.25%/M) |
|
4/15/2011 |
|
2,880 |
|
2,880 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($23,615 par due 4/2018) |
|
6.50% (Libor + 5.25%/M) |
|
4/15/2011 |
|
23,615 |
|
23,615 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($33,434 par due 4/2018) |
|
6.50% (Libor + 5.25%/M) |
|
4/15/2011 |
|
33,364 |
|
33,434 |
(3)(21) |
|
|
|
|
|
|
|
Common units (5,000 units) |
|
|
|
4/15/2011 |
|
5,000 |
|
6,486 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
64,859 |
|
66,415 |
|
|
|
|
Netsmart Technologies, Inc. and NS Holdings, Inc. |
|
Healthcare technology provider |
|
Senior secured loan ($232 par due 12/2017) |
|
8.25% (Base Rate + 5.00%/Q) |
|
12/18/2012 |
|
232 |
|
232 |
(2)(18)(21) |
|
|
|
|
|
|
|
Senior secured loan ($40 par due 12/2017) |
|
8.25% (Base Rate + 5.00%/Q) |
|
12/18/2012 |
|
40 |
|
40 |
(2)(18)(21) |
|
|
|
|
|
|
|
Senior secured loan ($36,725 par due 12/2017) |
|
7.25% (Libor + 6.00%/Q) |
|
12/18/2012 |
|
36,725 |
|
36,725 |
(2)(18)(21) |
|
|
|
|
|
|
|
Senior secured loan ($2,847 par due 12/2017) |
|
7.25% (Libor + 6.00%/Q) |
|
12/18/2012 |
|
2,847 |
|
2,847 |
(2)(18)(21) |
|
|
|
|
|
|
|
Common stock (2,500,000 shares) |
|
|
|
6/21/2010 |
|
2,500 |
|
2,441 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
42,344 |
|
42,285 |
|
|
|
|
OnCURE Medical Corp. |
|
Radiation oncology care provider |
|
Common stock (857,143 shares) |
|
|
|
8/18/2006 |
|
3,000 |
|
— |
(2) |
|
|
|
Passport Health Communications, Inc., Passport Holding Corp. and Prism Holding Corp. |
|
Healthcare technology provider |
|
Series A preferred stock (1,594,457 shares) |
|
10.00% PIK |
|
7/30/2008 |
|
5,312 |
|
6,417 |
(2) |
|
|
|
|
|
|
|
Common stock (16,106 shares) |
|
|
|
7/30/2008 |
|
100 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,412 |
|
6,417 |
|
|
|
|
PG Mergersub, Inc. and PGA Holdings, Inc. |
|
Provider of patient surveys, management reports and national databases for the integrated healthcare delivery system |
|
Junior secured loan ($21,316 par due 10/2018) |
|
8.25% (Libor + 7.00%/Q) |
|
4/19/2012 |
|
21,316 |
|
21,316 |
(2)(21) |
|
|
|
|
|
|
|
Preferred stock (333 shares) |
|
|
|
3/12/2008 |
|
125 |
|
16 |
(2) |
|
|
|
|
|
|
|
Common stock (16,667 shares) |
|
|
|
3/12/2008 |
|
167 |
|
792 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,608 |
|
22,124 |
|
|
|
|
POS I Corp. (fka Vantage Oncology, Inc.) |
|
Radiation oncology care provider |
|
Common stock (62,157 shares) |
|
|
|
2/3/2011 |
|
4,670 |
|
2,357 |
(2) |
|
|
|
RCHP, Inc. |
|
Operator of general acute care hospitals |
|
Senior secured loan ($14,963 par due 11/2018) |
|
7.00% (Libor + 5.75%/Q) |
|
11/4/2011 |
|
14,963 |
|
14,963 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($60,823 par due 11/2018) |
|
7.00% (Libor + 5.75%/Q) |
|
11/4/2011 |
|
60,799 |
|
60,823 |
(3)(21) |
|
|
|
|
|
|
|
Junior secured loan ($85,000 par due 5/2019) |
|
11.50% (Libor + 10.00%/Q) |
|
11/4/2011 |
|
85,000 |
|
85,000 |
(2)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
160,762 |
|
160,786 |
|
|
|
|
Reed Group, Ltd. |
|
Medical disability management services provider |
|
Equity interests |
|
|
|
4/1/2010 |
|
— |
|
— |
(2) |
|
|
|
Respicardia, Inc. |
|
Developer of implantable therapies to improve cardiovascular health |
|
Senior secured loan ($5,000 par due 7/2015) |
|
11.00% |
|
6/28/2012 |
|
4,978 |
|
5,000 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 99,094 shares of Series C preferred stock |
|
|
|
6/26/2012 |
|
38 |
|
15 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,016 |
|
5,015 |
|
|
|
|
Sage Products Holdings III, LLC |
|
Patient infection control and preventive care solutions provider |
|
Junior secured loan ($75,000 par due 6/2020) |
|
9.25% (Libor + 8.00%/Q) |
|
12/13/2012 |
|
75,000 |
|
75,000 |
(2)(21) |
|
|
|
Sorbent Therapeutics, Inc. |
|
Orally-administered drug developer |
|
Senior secured loan ($6,500 par due 9/2016) |
|
10.25% |
|
4/23/2013 |
|
6,500 |
|
6,435 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 727,272 shares of Series C Preferred Stock |
|
|
|
4/23/2013 |
|
— |
|
5 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,500 |
|
6,440 |
|
|
|
|
Soteria Imaging Services, LLC (6) |
|
Outpatient medical |
|
Junior secured loan ($2,504 |
|
|
|
4/1/2010 |
|
2,037 |
|
682 |
(20) |
|
|
As of June 30, 2013
(dollar amounts in thousands)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
imaging provider |
|
par due 11/2010) Preferred member units (1,823,179 units) |
|
|
|
4/1/2010 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,037 |
|
682 |
|
|
|
|
SurgiQuest, Inc. |
|
Medical device company |
|
Senior secured loan ($7,000 par due 10/2016) |
|
10.00% |
|
9/28/2012 |
|
6,823 |
|
7,000 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 54,672 shares of Series D-4 convertible preferred stock |
|
|
|
9/28/2012 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,823 |
|
7,000 |
|
|
|
|
U.S. Anesthesia Partners, Inc. |
|
Anesthesiology service provider |
|
Senior secured loan ($14,925 par due 12/2018) |
|
6.50% (Libor + 5.50%/Q) |
|
12/27/2012 |
|
14,925 |
|
14,925 |
(2)(21) |
|
|
|
Young Innovations, Inc. |
|
Dental supplier and equipment manufacturer |
|
Senior secured loan ($78 par due 1/2019) |
|
6.75% (Base Rate + 3.50%/Q) |
|
1/31/2013 |
|
78 |
|
78 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($115 par due 1/2019) |
|
6.75% (Base Rate + 3.50%/Q) |
|
1/31/2013 |
|
115 |
|
115 |
(3)(21) |
|
|
|
|
|
|
|
Senior secured loan ($14,423 par due 1/2019) |
|
5.75% (Libor + 4.50%/Q) |
|
1/31/2013 |
|
14,423 |
|
14,423 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($21,291 par due 1/2019) |
|
5.75% (Libor + 4.50%/Q) |
|
1/31/2013 |
|
21,291 |
|
21,291 |
(3)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
35,907 |
|
35,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
963,352 |
|
963,126 |
|
22.15 |
% |
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Academy Holdings, LLC |
|
Provider of education, training, certification, networking, and consulting services to medical coders and other healthcare professionals |
|
Senior secured revolving loan ($4,850 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
4,850 |
|
4,850 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($7,781 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
7,781 |
|
7,781 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($60,600 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
60,600 |
|
60,600 |
(3)(21) |
|
|
|
|
|
|
|
Senior secured loan ($4,759 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
4,759 |
|
4,759 |
(4)(21) |
|
|
|
|
|
|
|
Senior secured loan ($10,306 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
10,306 |
|
10,306 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($5,970 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
5,970 |
|
5,970 |
(2)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
94,266 |
|
94,266 |
|
|
|
|
Campus Management Corp. and Campus Management Acquisition Corp. (6) |
|
Education software developer |
|
Preferred stock (485,159 shares) |
|
|
|
2/8/2008 |
|
10,520 |
|
2,044 |
(2) |
|
|
|
Community Education Centers, Inc. |
|
Offender re-entry and in-prison treatment services provider |
|
Senior secured loan ($14,643 par due 12/2014) |
|
6.25% (Libor + 5.25%/Q) |
|
12/10/2010 |
|
14,643 |
|
14,643 |
(2)(15)(21) |
|
|
|
|
|
|
|
Senior secured loan ($357 par due 12/2014) |
|
7.50% (Base Rate + 4.25%/Q) |
|
12/10/2010 |
|
357 |
|
357 |
(2)(15)(21) |
|
|
|
|
|
|
|
Junior secured loan ($10,304 par due 12/2015) |
|
15.27% (Libor + 8.50% Cash, 6.50% PIK/Q) |
|
12/10/2010 |
|
10,304 |
|
9,480 |
(2) |
|
|
|
|
|
|
|
Junior secured loan ($34,145 par due 12/2015) |
|
15.28% (Libor + 8.50% Cash, 6.50% PIK/Q) |
|
12/10/2010 |
|
34,145 |
|
31,414 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 654,618 shares |
|
|
|
12/10/2010 |
|
— |
|
7 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
59,449 |
|
55,901 |
|
|
|
|
eInstruction Corporation |
|
Developer, manufacturer and retailer of educational products |
|
Senior secured loan ($17,000 par due 7/2014) |
|
|
|
4/1/2010 |
|
15,257 |
|
— |
(2)(20) |
|
|
|
|
|
|
|
Senior subordinated loan ($34,637 par due 1/2015) |
|
|
|
4/1/2010 |
|
24,151 |
|
— |
(2)(20) |
|
|
|
|
|
|
|
Common stock (2,406 shares) |
|
|
|
4/1/2010 |
|
926 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
40,334 |
|
— |
|
|
|
|
ELC Acquisition Corp., ELC Holdings Corporation, and Excelligence Learning Corporation (6) |
|
Developer, manufacturer and retailer of educational products |
|
Preferred stock (99,492 shares) |
|
12.00% PIK |
|
8/1/2011 |
|
11,208 |
|
12,482 |
(2) |
|
|
|
|
|
|
|
Common stock (50,800 shares) |
|
|
|
8/1/2011 |
|
51 |
|
4,546 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,259 |
|
17,028 |
|
|
|
|
Infilaw Holding, LLC |
|
Operator of for-profit law schools |
|
Senior secured revolving loan |
|
— |
|
8/25/2011 |
|
— |
|
— |
(2)(23) |
|
|
|
|
|
|
|
Senior secured loan ($1 par due 8/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
8/25/2011 |
|
1 |
|
1 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($19,014 par due 8/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
8/25/2011 |
|
19,014 |
|
19,014 |
(3)(21) |
|
|
As of June 30, 2013
(dollar amounts in thousands)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
Series A preferred units (124,890 units) |
|
9.50% (Libor + 8.50%/Q) |
|
8/25/2011 |
|
124,890 |
|
124,890 |
(2)(21) |
|
|
|
|
|
|
|
Series B preferred stock (3.91 units) |
|
|
|
10/19/2012 |
|
9,245 |
|
10,258 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
153,150 |
|
154,163 |
|
|
|
|
Instituto de Banca y Comercio, Inc. |
|
Private school operator |
|
Senior secured loan ($15,000 par due 6/2015) |
|
10.50% (Libor + 8.25%/Q) |
|
4/24/2013 |
|
14,966 |
|
15,000 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($40,062 par due 6/2015) |
|
10.50% (Libor + 8.25%/Q) |
|
4/24/2013 |
|
39,971 |
|
40,062 |
(3)(21) |
|
|
|
|
|
|
|
Series B preferred stock (1,750,000 shares) |
|
|
|
8/5/2010 |
|
5,000 |
|
7,695 |
(2) |
|
|
|
|
|
|
|
Series C preferred stock (2,512,586 shares) |
|
|
|
6/7/2010 |
|
689 |
|
— |
(2) |
|
|
|
|
|
|
|
Common stock (20 shares) |
|
|
|
6/7/2010 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,626 |
|
62,757 |
|
|
|
|
Lakeland Tours, LLC |
|
Educational travel provider |
|
Senior secured revolving loan ($9,844 par due 12/2016) |
|
5.25% (Libor + 4.25%/Q) |
|
10/4/2011 |
|
9,844 |
|
9,844 |
(2)(21)(24) |
|
|
|
|
|
|
|
Senior secured loan ($58,826 par due 12/2016) |
|
9.25% (Libor + 8.25%/Q) |
|
10/4/2011 |
|
58,685 |
|
58,826 |
(2)(14)(21) |
|
|
|
|
|
|
|
Senior secured loan ($1,726 par due 12/2016) |
|
5.25% (Libor + 4.25%/Q) |
|
10/4/2011 |
|
1,722 |
|
1,727 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($40,362 par due 12/2016) |
|
9.25% (Libor + 8.25%/Q) |
|
10/4/2011 |
|
40,265 |
|
40,362 |
(3)(14)(21) |
|
|
|
|
|
|
|
Senior secured loan ($8,632 par due 12/2016) |
|
5.25% (Libor + 4.25%/Q) |
|
10/4/2011 |
|
8,612 |
|
8,632 |
(3)(21) |
|
|
|
|
|
|
|
Common stock (5,000 shares) |
|
|
|
10/4/2011 |
|
5,000 |
|
5,112 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
124,128 |
|
124,503 |
|
|
|
|
R3 Education, Inc. and EIC Acquisitions Corp. |
|
Medical school operator |
|
Preferred stock (8,800 shares) |
|
|
|
7/30/2008 |
|
2,200 |
|
1,936 |
(2) |
|
|
|
|
|
|
|
Common membership interest (26.27% interest) |
|
|
|
9/21/2007 |
|
15,800 |
|
29,905 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 27,890 shares |
|
|
|
12/8/2009 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
31,841 |
|
|
|
|
RuffaloCODY, LLC |
|
Provider of student fundraising and enrollment management services |
|
Senior secured loan ($53,268 par due 5/2019) |
|
5.50% (Libor + 4.25%/Q) |
|
5/29/2013 |
|
53,268 |
|
53,268 |
(2)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
625,000 |
|
595,771 |
|
13.70 |
% |
|
Services-Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Investments and Ventures Corp. |
|
SCUBA diver training and certification provider |
|
Senior secured loan ($52,586 par due 8/2018) |
|
8.50% (Libor + 7.25%/Q) |
|
8/9/2012 |
|
52,586 |
|
52,586 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($9,589 par due 8/2018) |
|
8.50% (Libor + 7.25%/Q) |
|
8/9/2012 |
|
9,589 |
|
9,589 |
(3)(21) |
|
|
|
|
|
|
|
Senior secured loan ($9,565 par due 8/2018) |
|
8.50% (Libor + 7.25%/Q) |
|
8/9/2012 |
|
9,565 |
|
9,565 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
71,740 |
|
71,740 |
|
|
|
|
Competitor Group, Inc. and Calera XVI, LLC |
|
Endurance sports media and event operator |
|
Senior secured revolving loan ($2,850 par due 11/2018) |
|
10.00% (Base Rate + 6.75%/Q) |
|
11/30/2012 |
|
2,850 |
|
2,707 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured revolving loan ($900 par due 11/2018) |
|
9.00% (Libor + 7.75%/Q) |
|
11/30/2012 |
|
900 |
|
855 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($24,377 par due 11/2018) |
|
9.00% (Libor + 7.75%/Q) |
|
11/30/2012 |
|
24,377 |
|
23,159 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($29,850 par due 11/2018) |
|
9.00% (Libor + 7.75%/Q) |
|
11/30/2012 |
|
29,850 |
|
28,357 |
(3)(21) |
|
|
|
|
|
|
|
Membership units (2,500,000 units) |
|
|
|
11/30/2012 |
|
2,510 |
|
1,282 |
(2)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,487 |
|
56,360 |
|
|
|
|
ISS #2, LLC |
|
Provider of repairs, refurbishments and services to the broader industrial end user markets |
|
Senior secured loan ($60,000 par due 6/2018) |
|
6.50% (Libor + 5.50%/Q) |
|
6/5/2013 |
|
60,000 |
|
60,000 |
(2)(21) |
|
|
|
Massage Envy, LLC |
|
Franchisor in the massage industry |
|
Senior secured loan ($29,554 par due 9/2018) |
|
8.50% (Libor + 7.25%/A) |
|
9/27/2012 |
|
29,554 |
|
29,554 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($49,927 par due 9/2018) |
|
8.50% (Libor + 7.25%/A) |
|
9/27/2012 |
|
49,927 |
|
49,927 |
(3)(21) |
|
|
|
|
|
|
|
Common stock (3,000,000 shares) |
|
|
|
9/27/2012 |
|
3,000 |
|
3,281 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
82,481 |
|
82,762 |
|
|
|
|
McKenzie Sports Products, LLC |
|
Designer, manufacturer and distributor of taxidermy forms and supplies |
|
Senior secured loan ($35 par due 3/2017) |
|
7.00% (Base Rate + 3.75%/Q) |
|
3/30/2012 |
|
35 |
|
35 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($1,782 |
|
6.00% (Libor + 4.75%/Q) |
|
3/30/2012 |
|
1,782 |
|
1,782 |
(2)(21) |
|
|
As of June 30, 2013
(dollar amounts in thousands)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
par due 3/2017) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured loan ($59 par due 3/2017) |
|
7.00% (Base Rate + 3.75%/M) |
|
3/30/2012 |
|
59 |
|
59 |
(4)(21) |
|
|
|
|
|
|
|
Senior secured loan ($9,314 par due 3/2017) |
|
6.00% (Libor + 4.75%/Q) |
|
3/30/2012 |
|
9,314 |
|
9,314 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,190 |
|
11,190 |
|
|
|
|
Spin Holdco Inc. |
|
Laundry service and equipment provider |
|
Junior secured loan ($140,000 par due 5/2020) |
|
9.00% (Libor + 7.75%/M) |
|
5/14/2013 |
|
140,000 |
|
140,000 |
(2)(21) |
|
|
|
The Dwyer Group (6) |
|
Operator of multiple franchise concepts primarily related to home maintenance or repairs |
|
Senior subordinated loan ($25,590 par due 6/2018) |
|
12.00% Cash, 1.50% PIK |
|
12/22/2010 |
|
25,590 |
|
25,590 |
(2) |
|
|
|
|
|
|
|
Series A preferred units (13,292,377 units) |
|
8.00% PIK |
|
12/22/2010 |
|
6,591 |
|
15,967 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
32,181 |
|
41,557 |
|
|
|
|
Wash Multifamily Laundry Systems, LLC |
|
Laundry service and equipment provider |
|
Junior secured loan ($78,000 par due 2/2020) |
|
9.75% (Libor + 8.50%/Q) |
|
2/21/2013 |
|
78,000 |
|
78,000 |
(2)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
536,079 |
|
541,609 |
|
12.46 |
% |
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access CIG, LLC |
|
Records and information management services provider |
|
Senior secured loan ($995 par due 10/2017) |
|
7.00% (Libor + 5.75%/Q) |
|
10/5/2012 |
|
995 |
|
995 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($3 par due 10/2017) |
|
8.00% (Base Rate + 4.75%/Q) |
|
10/5/2012 |
|
3 |
|
3 |
(2)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
998 |
|
998 |
|
|
|
|
Cast & Crew Payroll, LLC and Centerstage Co-Investors, L.L.C. (6) |
|
Payroll and accounting services provider to the entertainment industry |
|
Senior secured loan ($19,500 par due 12/2017) |
|
7.50% (Libor + 6.50%/Q) |
|
12/24/2012 |
|
19,500 |
|
19,500 |
(2)(21) |
|
|
|
|
|
|
|
Senior secured loan ($48,750 par due 12/2017) |
|
7.50% (Libor + 6.50%/Q) |
|
12/24/2012 |
|
48,750 |
|
48,750 |
(3)(16)(21) |
|
|
|
|
|
|
|
Class A membership units (2,500,000 units) |
|
|
|
12/24/2012 |
|
2,500 |
|
2,521 |
(2) |
|
|
|
|
|
|
|
Class B membership units (2,500,000 units) |
|
|
|
12/24/2012 |
|
2,500 |
|
2,521 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
73,250 |
|
73,292 |
|
|
|
|
CIBT Investment Holdings, LLC |
|
Expedited travel document processing services |
|
Class A shares (2,500 shares) |
|
|
|
12/15/2011 |
|
2,500 |
|
3,615 |
(2) |
|
|
|
CitiPostal Inc. (7) |
|
Document storage and management services |
|
Senior secured loan ($528 par due 12/2013) |
|
8.50% Cash, 5.50% PIK |
|
4/1/2010 |
|
528 |
|
504 |
(2) |
|
|
|
|
|
|
|
Senior secured loan ($54,044 par due 12/2013) |
|
8.50% Cash, 5.50% PIK |
|
4/1/2010 |
|
54,044 |
|
51,672 |
(2) |
|
|
|
|
|
|
|
Senior subordinated loan ($18,645 par due 12/2015) |
|
|
|
4/1/2010 |
|
13,038 |
|
— |
(2)(20) |
|
|
|
|
|
|
|
Common stock (37,024 shares) |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,610 |
|
52,176 |
|
|
|
|
Command Alkon, Inc. |
|
Software solutions provider to the ready-mix concrete industry |
|
Junior secured loan ($39,130 par due 3/2018) |
|
9.75% (Libor + 8.50%/Q) |
|
9/28/2012 |
|
39,130 |
|
39,130 |
(2)(21) |
|
|
|
Cornerstone Records Management, LLC |
|
Physical records storage and management service provider |
|
Senior secured loan ($16,737 par due 12/2015) |
|
9.50% (Libor + 8.00%/Q) |
|
8/12/2011 |
|
16,737 |
|
16,402 |
(2)(21) |
|
|
|
Coverall North America, Inc. |
|
Commercial janitorial services provider |
|
Letter of credit facility |
|
|
|
1/17/2013 |
|
— |
|
— |
(2)(25) |
|
|
|
HCPro, Inc. and HCP Acquisition Holdings, LLC (7) |
|
Healthcare compliance advisory services |
|
Senior subordinated loan ($17,470 par due 8/2014) |
|
|
|
3/5/2013 |
|
5,500 |
|
5,500 |
(2)(20) |
|
|
|
|
|
|
|
Class A units (15,043,110 units) |
|
|
|
6/26/2008 |
|
13,543 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
19,043 |
|
5,500 |
|
|
|
|
IfByPhone Inc. |
|
Voice-based marketing automation software provider |
|
Senior secured loan ($1,933 par due 11/2015) |
|
11.00% |
|
10/15/2012 |
|
1,866 |
|
1,933 |
(2) |
|
|
|
|
|
|
|
Senior secured loan ($1,000 par due 1/2016) |
|
11.00% |
|
10/15/2012 |
|
1,000 |
|
1,000 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 124,300 shares of Series C preferred stock |
|
|
|
10/15/2012 |
|
88 |
|
88 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,954 |
|
3,021 |
|
|
|
|
Impact Innovations Group, LLC |
|
IT consulting and outsourcing services |
|
Member interest (50.00% interest) |
|
|
|
4/1/2010 |
|
— |
|
200 |
|
|
|
|
Investor Group Services, LLC (6) |
|
Business consulting for private equity and corporate clients |
|
Limited liability company membership interest (8.5% interest) |
|
|
|
6/22/2006 |
|
— |
|
632 |
|
|
|
|
Itel Laboratories, Inc. |
|
Data services provider for building materials to property insurance industry |
|
Senior secured loan ($21,550 par due 6/2018) |
|
6.00% (Libor + 4.75%/Q) |
|
6/29/2012 |
|
21,550 |
|
21,550 |
(2)(21) |
|
|
|
|
|
|
|
Preferred units (1,798,391 units) |
|
|
|
6/29/2012 |
|
1,000 |
|
998 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
22,550 |
|
22,548 |
|
|
|
As of June 30, 2013
(dollar amounts in thousands)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
Multi-Ad Services, Inc. (6) |
|
Marketing services and software provider |
|
Preferred units (1,725,280 units) |
|
|
|
4/1/2010 |
|
788 |
|
2,071 |
|
|
|
|
|
|
|
|
Common units (1,725,280 units) |
|
|
|
4/1/2010 |
|
— |
|
— |
|