Apollo Tactical Income Fund
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file
number 811-22591
Apollo Tactical Income Fund
Inc.
(Exact name of registrant as specified in charter)
9 West 57th Street
New York, New York
10019
(Address of principal executive offices) (Zip code)
Joseph Moroney, President
9 West
57th Street
New York, New York
10019
(Name and address of agent for service)
Registrant’s telephone number, including area code: (212) 515-3200
Date of fiscal year end: December 31
Date of reporting period: March 31, 2016
Item 1. Schedule of Investments.
The Schedule(s) of Investments is attached herewith.
Apollo Tactical Income Fund Inc.
Schedule of Investments
March 31, 2016 (unaudited)
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Principal
Amount
($) |
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Value ($)
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| AEROSPACE & DEFENSE - 4.8% |
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| Camp International Holding Co.
2013 Second Lien Replacement Term Loan, (LIBOR + 7.25%, 1.00% Floor),
8.25%, 11/29/19(b) |
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1,350,000 |
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1,233,562 |
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| DAE Aviation Holdings, Inc.
Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 07/07/22(b)(c) |
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3,995,803 |
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3,988,331 |
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| Photonis Technologies SAS (France)
First Lien Initial Dollar Term Loan, (LIBOR + 7.50%, 1.00% Floor),
8.50%, 09/18/19(b)(d)(e) |
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1,960,646 |
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1,823,401 |
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| TASC, Inc.
First Lien New Term Loan,
(LIBOR + 6.00%, 1.00% Floor),
7.00%, 05/22/20(b) |
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297,727 |
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288,795 |
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| First Lien Term Loan,
(LIBOR + 6.00%, 1.00% Floor),
7.00%,
05/22/20(b) |
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1,466,403 |
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1,422,411 |
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| Second Lien Term Loan,
12.00%, 05/21/21(f) |
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1,637,357 |
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1,547,302 |
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| Vencore, Inc.
Second Lien Term Loan,
(LIBOR + 8.00%, 1.00% Floor),
9.00%, 05/23/20(b) |
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606,000 |
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582,769 |
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10,886,571 |
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| AUTOMOTIVE - 0.9% |
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| U.S. Farathane, LLC
Initial Term Loan,
(LIBOR + 5.75%, 1.00% Floor),
6.75%, 12/23/21(b) |
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1,975,000 |
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1,975,000 |
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| BANKING, FINANCE, INSURANCE & REAL ESTATE - 7.0% |
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| AqGen Island Intermediate Holdings, Inc.
First Lien Term Loan,
(LIBOR + 4.50%, 1.00% Floor),
5.50%,
12/05/22(b) |
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2,474,974 |
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2,400,724 |
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| Asurion, LLC
Incremental Tranche B-1 Term Loan, (LIBOR + 3.75%, 1.25% Floor),
5.00%, 05/24/19(b) |
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472,036 |
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466,331 |
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| Incremental Tranche B-4 Term Loan, (LIBOR + 4.00%, 1.00% Floor),
5.00%,
08/04/22(b)(c) |
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1,997,397 |
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1,958,707 |
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| Second Lien Term Loan,
(LIBOR + 7.50%, 1.00% Floor),
8.50%,
03/03/21(b) |
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2,641,792 |
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2,489,889 |
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| Global Payments, Inc.
Initial Term Loan,
(LIBOR + 3.50%, 0.00% Floor),
3.50%, 03/24/23(b)(c) |
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1,096,639 |
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1,103,954 |
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| Hyperion Insurance Group, Ltd.
(United Kingdom)
Initial Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
04/29/22(b)(d) |
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2,026,199 |
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1,937,553 |
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Principal
Amount
($) |
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Value ($)
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| BANKING, FINANCE, INSURANCE & REAL ESTATE (continued) |
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| Jefferies Finance, LLC
(JFIN Co-Issuer Corp.) Term Loan, (LIBOR + 3.50%, 1.00% Floor),
4.50%, 05/14/20(b)(e) |
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1,510,326 |
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1,491,447 |
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| Medical Card System, Inc.
Term Loan, (LIBOR + 0.50%,
1.00% Floor), 1.50%, 05/31/19(b)(e)(g) |
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4,913,829 |
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2,828,416 |
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| MMM Holdings, Inc.
MMM Term Loan, (LIBOR + 8.25%, 1.50% Floor), 9.75%, 12/12/17(b)(e) |
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1,100,171 |
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693,108 |
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| MSO of Puerto Rico, Inc.
MSO Term Loan, (LIBOR + 8.25%, 1.50% Floor), 9.75%, 12/12/17(b)(e) |
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799,818 |
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503,886 |
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15,874,015 |
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| BEVERAGE, FOOD & TOBACCO - 2.4% |
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| AdvancePierre Foods, Inc.
Second Lien Term Loan,
(LIBOR + 8.25%, 1.25% Floor),
9.50%, 10/10/17(b) |
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2,000,000 |
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1,992,500 |
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| PFS Holding Corp.
Second Lien Term Loan, (LIBOR + 7.25%, 1.00% Floor), 8.25%, 01/31/22(b) |
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499,800 |
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356,357 |
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| Winebow Holdings, Inc.
(The Vintner Group, Inc.)
First Lien Term Loan,
(LIBOR + 3.75%, 1.00%
Floor),
4.75%, 07/01/21(b) |
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994,937 |
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922,804 |
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| Second Lien Term Loan,
(LIBOR + 7.50%, 1.00% Floor),
8.50%,
01/02/22(b)(e) |
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2,505,795 |
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2,079,810 |
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5,351,471 |
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| CHEMICALS, PLASTICS & RUBBER - 5.8% |
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| The Chemours Co.
Tranche B Term Loan, (LIBOR + 3.00%, 0.75% Floor), 3.75%, 05/12/22(b)(c) |
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2,704,277 |
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2,587,655 |
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| Chemstralia Pty, Ltd.
(Chemstralia Finco, LLC) (Australia) Initial Term Loan, (LIBOR + 6.25%, 1.00%
Floor), 7.25%, 02/28/22(b)(d) |
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1,252,519 |
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1,227,468 |
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| Magnetation, LLC / Mag Finance Corp.
Term Loan (12.00% PIK),
12.00%, 07/07/16(e)(f)(h) |
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1,212,029 |
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151,867 |
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| Nexeo Solutions, LLC
Initial Term Loan, (LIBOR + 3.50%, 1.50% Floor), 5.00%, 09/08/17(b) |
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2,782,704 |
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2,778,363 |
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| Term Loan B-3, (LIBOR + 3.50%,
1.50% Floor), 5.00%, 09/08/17(b) |
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937,500 |
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936,038 |
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| See accompanying Notes to Schedule of Investments. | 1 |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
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Principal
Amount
($) |
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Value ($)
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| Senior Loans(a)
(continued) |
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| CHEMICALS, PLASTICS & RUBBER (continued) |
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| PetroChoice Holdings, Inc.
First Lien Initial Term Loan,
(LIBOR + 5.00%, 1.00% Floor),
6.00%,
08/19/22(b) |
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1,009,963 |
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997,338 |
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| Styrolution US Holding, LLC
First Lien Dollar Tranche B-1 Term Loan, (LIBOR + 5.50%, 1.00% Floor), 6.50%,
11/07/19(b)(c) |
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2,565,963 |
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2,578,793 |
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| Tronox Pigments
(Netherlands) B. V. Term Loan B, (LIBOR + 3.50%, 1.00% Floor), 4.50%, 03/19/20(b)(c)(d) |
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1,994,872 |
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1,856,727 |
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13,114,249 |
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| CONSUMER GOODS: NON-DURABLE - 3.1% |
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| ABG Intermediate Holdings 2, LLC
First Lien Term Loan,
(LIBOR + 4.50%, 1.00% Floor),
5.50%, 05/27/21(b) |
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3,479,069 |
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3,377,602 |
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| Nine West Holdings, Inc.
Unsecured Initial Term Loan,
(LIBOR + 5.25%, 1.00% Floor),
6.25%, 01/08/20(b) |
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658,474 |
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192,933 |
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| Polyconcept Investments B.V.
Term Loan, (LIBOR + 4.75%,
1.25% Floor), 6.00%, 06/28/19(b) |
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2,246,977 |
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2,218,890 |
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| The Topps Company, Inc.
Term Loan, (LIBOR + 6.00%,
1.25% Floor), 7.25%, 10/02/18(b) |
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1,106,142 |
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1,086,785 |
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6,876,210 |
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| CONTAINERS, PACKAGING & GLASS - 4.1% |
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| BWay Intermediate Company, Inc.
Initial Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 08/14/20(b)(c) |
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4,927,567 |
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4,792,059 |
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| Hoover Group, Inc.
Initial Term Loan, (LIBOR + 6.75%, 1.00% Floor), 7.75%, 01/28/21(b)(e) |
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767,494 |
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713,769 |
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| NVLX Acquisition, LLC
First Lien Term Loan,
(LIBOR + 5.00%, 1.00% Floor),
6.00%, 12/05/21(b) |
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2,033,087 |
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2,033,087 |
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| Pelican Products, Inc.
First Lien Term Loan,
(LIBOR + 4.25%, 1.00% Floor),
5.25%, 04/10/20(b) |
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1,912,573 |
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1,716,534 |
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9,255,449 |
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| ENERGY: OIL & GAS - 6.0% |
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| American Energy - Marcellus, LLC
First Lien Initial Term Loan,
(LIBOR + 4.25%, 1.00% Floor),
5.25%,
08/04/20(b) |
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1,561,946 |
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269,436 |
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Principal
Amount
($) |
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Value ($)
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| ENERGY: OIL & GAS (continued) |
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| Azure Midstream Energy, LLC
Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%, 11/15/18(b) |
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498,651 |
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261,792 |
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| BlackBrush Oil & Gas, L.P.
Closing Date Second Lien Term Loan, (LIBOR + 6.50%, 1.00%
Floor),
7.50%, 07/30/21(b) |
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3,700,224 |
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2,864,584 |
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| Chelsea Petroleum Products I, LLC
Tranche B Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 10/28/22(b) |
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1,727,942 |
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1,624,266 |
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| Chief Exploration & Development, LLC
Second Lien Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%,
05/16/21(b) |
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2,926,177 |
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1,744,733 |
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| Drillships Financing Holding, Inc.
Tranche B-1 Term Loan,
(LIBOR + 5.00%, 1.00% Floor),
6.00%,
03/31/21(b) |
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1,000,000 |
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361,880 |
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| EMG Utica, LLC
Term Loan, (LIBOR + 3.75%, 1.00% Floor), 4.75%, 03/27/20(b) |
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1,844,490 |
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1,461,758 |
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| HGIM Corp.
Term Loan A, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 06/18/18(b) |
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583,500 |
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408,450 |
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| Sheridan Investment Partners I, LLC
Tranche B-2 Term Loan,
(LIBOR + 3.50%, 0.75% Floor),
4.25%,
10/01/19(b)(e) |
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277,339 |
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132,199 |
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| Sheridan Production Partners I-A, L.P.
Tranche B-2 Term Loan,
(LIBOR + 3.50%, 0.75% Floor),
4.25%,
10/01/19(b)(e) |
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36,750 |
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17,517 |
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| Sheridan Production Partners I-M, L.P.
Tranche B-2 Term Loan,
(LIBOR + 3.50%, 0.75% Floor),
4.25%,
10/01/19(b)(e) |
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22,447 |
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10,700 |
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| Southcross Energy Partners, L.P.
Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 08/04/21(b) |
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1,569,488 |
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1,116,691 |
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| Southcross Holdings Borrower, L.P.
Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 08/04/21(b)(i) |
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858,606 |
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107,326 |
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| Sprint Industrial Holdings, LLC
First Lien Term Loan, (LIBOR + 5.75%, 1.25% Floor), 7.00%, 05/14/19(b) |
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2,606,105 |
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1,980,640 |
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| Targa Resources Corp.
Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 02/27/22(b) |
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371,251 |
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338,767 |
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| 2 | See accompanying Notes to Schedule of Investments. |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
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Principal
Amount
($) |
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Value ($)
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| Senior Loans(a)
(continued) |
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| ENERGY: OIL & GAS (continued) |
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| W3 Co.
First Lien Term Loan, (LIBOR + 4.50%, 1.25% Floor), 5.75%, 03/13/20(b) |
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1,092,773 |
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871,486 |
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13,572,225 |
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| ENVIRONMENTAL INDUSTRIES - 1.1% |
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| Emerald 2, Ltd. (United Kingdom)
Facility B-1 Term Loan,
(LIBOR + 4.00%, 1.00% Floor),
5.00%,
05/14/21(b)(d) |
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2,901,337 |
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2,577,359 |
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| FOREST PRODUCTS & PAPER - 1.8% |
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| Caraustar Industries, Inc.
Incremental Term Loan,
(LIBOR + 6.75%, 1.25% Floor),
8.00%, 05/01/19(b) |
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1,334,945 |
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1,304,909 |
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| Term Loan, (LIBOR + 6.75%, 1.25% Floor), 8.00%, 05/01/19(b) |
|
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2,703,902 |
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2,643,064 |
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3,947,973 |
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| HEALTHCARE & PHARMACEUTICALS - 11.9% |
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| Alvogen Pharma US, Inc.
First Lien Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 04/01/22(b) |
|
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2,142,485 |
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|
2,113,026 |
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| HCR ManorCare, Inc.
Initial Term Loan, (LIBOR + 3.50%, 1.50% Floor), 5.00%, 04/06/18(b)(c) |
|
|
1,151,317 |
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|
947,914 |
|
| Lanai Holdings III, Inc.
First Lien Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 08/29/22(b) |
|
|
1,972,813 |
|
|
|
1,948,153 |
|
| Opal Acquisition, Inc.
Term Loan B, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 11/27/20(b) |
|
|
3,803,953 |
|
|
|
3,366,499 |
|
| Premier Dental Services, Inc.
New Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%, 11/01/18(b) |
|
|
3,363,933 |
|
|
|
3,044,360 |
|
| Smile Brands Group, Inc.
Term Loan B (1.50% PIK), (LIBOR + 7.75%, 1.25% Floor), 9.00%, 08/16/19(b)(h) |
|
|
3,612,978 |
|
|
|
3,039,418 |
|
| Steward Health Care System, LLC
Term Loan, (LIBOR + 5.50%, 1.25% Floor), 6.75%, 04/10/20(b) |
|
|
1,266,662 |
|
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|
1,219,163 |
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| Surgery Center Holdings, Inc.
First Lien Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 11/03/20(b) |
|
|
3,132,626 |
|
|
|
3,100,328 |
|
| Team Health, Inc.
Tranche B Term Loan, (LIBOR + 3.75%, 0.75% Floor), 4.50%, 11/23/22(b) |
|
|
2,876,955 |
|
|
|
2,885,916 |
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Principal
Amount
($) |
|
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Value ($)
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| HEALTHCARE & PHARMACEUTICALS (continued) |
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| U.S. Renal Care, Inc.
Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 12/30/22(b) |
|
|
2,954,839 |
|
|
|
2,949,920 |
|
| Valeant Pharmaceuticals
International, Inc. (Canada)
Tranche B Term Loan Series D-2, (LIBOR + 2.75%,
0.75% Floor), 3.50%, 02/13/19(b)(c)(d) |
|
|
2,250,000 |
|
|
|
2,135,812 |
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26,750,509 |
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| HIGH TECH INDUSTRIES - 15.9% |
|
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| Avago Technologies Cayman
Holdings, Ltd. (Cayman Islands)
Dollar Term Loan B-1, (LIBOR + 3.50%, 0.75%
Floor), 4.25%, 02/01/23(b)(c)(d) |
|
|
1,300,748 |
|
|
|
1,296,091 |
|
| Deltek, Inc.
First Lien Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 06/25/22(b) |
|
|
3,000,000 |
|
|
|
2,990,625 |
|
| Second Lien Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
06/26/23(b) |
|
|
1,124,528 |
|
|
|
1,085,170 |
|
| Flexera Software, LLC
Second Lien Term Loan, (LIBOR + 7.00%, 1.00% Floor), 8.00%, 04/02/21(b) |
|
|
2,628,292 |
|
|
|
2,464,024 |
|
| GTCR Valor Companies, Inc.
First Lien Initial Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 05/30/21(b) |
|
|
2,354,162 |
|
|
|
2,339,449 |
|
| Landslide Holdings, Inc.
(Crimson Acquisition Corp.)
First Lien New Term Loan, (LIBOR + 4.00%, 1.00%
Floor), 5.00%, 02/25/20(b) |
|
|
997,455 |
|
|
|
982,494 |
|
| Second Lien Term Loan, (LIBOR + 7.25%, 1.00% Floor), 8.25%,
02/25/21(b)(e) |
|
|
1,682,000 |
|
|
|
1,505,390 |
|
| Lanyon Solutions, Inc.
(Lanyon, Inc.)
First Lien Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
11/13/20(b) |
|
|
575,356 |
|
|
|
549,105 |
|
| Second Lien Term Loan,
(LIBOR + 8.50%, 1.00% Floor),
9.50%,
11/15/21(b) |
|
|
2,219,037 |
|
|
|
1,930,562 |
|
| MSC.Software Corp.
First Lien Initial Term Loan,
(LIBOR + 4.00%, 1.00% Floor),
5.00%, 05/29/20(b) |
|
|
885,233 |
|
|
|
840,971 |
|
| Second Lien Initial Term Loan,
(LIBOR + 7.50%, 1.00% Floor),
8.50%,
05/31/21(b)(e) |
|
|
2,550,000 |
|
|
|
2,193,000 |
|
| ON Semiconductor Corp.
First Lien Term Loan B,
(LIBOR + 4.50%, 0.75% Floor),
5.25%, 03/31/23(b)(c) |
|
|
3,096,210 |
|
|
|
3,105,406 |
|
|
| See accompanying Notes to Schedule of Investments. | 3 |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| Senior Loans(a)
(continued) |
|
|
| HIGH TECH INDUSTRIES (continued) |
|
|
|
|
| Riverbed Technology, Inc.
Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 04/25/22(b) |
|
|
3,481,228 |
|
|
|
3,496,615 |
|
| RP Crown Parent, LLC
First Lien New Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 12/21/18(b) |
|
|
3,067,295 |
|
|
|
2,856,418 |
|
| Second Lien Term Loan, (LIBOR + 10.00%, 1.25% Floor), 11.25%,
12/21/19(b) |
|
|
1,000,000 |
|
|
|
807,500 |
|
| TIBCO Software, Inc.
Term Loan, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 12/04/20(b) |
|
|
2,556,977 |
|
|
|
2,307,672 |
|
| Western Digital Corp.
Term Loan B, (LIBOR + 5.50%, 0.75% Floor), 6.25%, 03/30/23(b)(c) |
|
|
5,110,345 |
|
|
|
5,057,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,808,149 |
|
|
|
|
|
|
|
|
|
|
|
| HOTEL, GAMING & LEISURE - 6.1% |
|
|
|
|
| CDS U.S. Intermediate Holdings, Inc.
First Lien Initial Term Loan,
(LIBOR + 4.00%, 1.00%
Floor),
5.00%, 07/08/22(b) |
|
|
1,923,585 |
|
|
|
1,838,226 |
|
| Delta 2 (Lux) S.a.r.l. (Luxembourg)
Facility B3 Term Loan (USD),
(LIBOR + 3.75%, 1.00%
Floor),
4.75%, 07/30/21(b)(c)(d) |
|
|
3,817,404 |
|
|
|
3,721,301 |
|
| Diamond Resorts Corp.
Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 05/09/21(b) |
|
|
2,488,546 |
|
|
|
2,426,333 |
|
| Everi Payments, Inc.
Term Loan B, (LIBOR + 5.25%, 1.00% Floor), 6.25%, 12/18/20(b) |
|
|
1,098,391 |
|
|
|
1,025,628 |
|
| The Intertain Group, Ltd.
(The Intertain Group Finance, LLC) (Canada)
Initial Term Loan B, (LIBOR +
6.50%, 1.00% Floor), 7.50%, 04/08/22(b)(d) |
|
|
776,224 |
|
|
|
774,283 |
|
| Scientific Games International, Inc.
Initial Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 10/18/20(b)(c) |
|
|
3,989,796 |
|
|
|
3,876,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,662,735 |
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: ADVERTISING, PRINTING & PUBLISHING - 2.9% |
|
|
|
|
| ALM Media, LLC
First Lien Term Loan B, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 07/31/20(b)(e) |
|
|
3,846,312 |
|
|
|
3,692,459 |
|
| F & W Media, Inc.
Initial Term Loan, (LIBOR + 7.25%, 1.25% Floor), 8.50%, 06/30/19(b) |
|
|
3,135,887 |
|
|
|
2,932,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,624,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION - 7.1% |
|
|
|
|
| Emmis Operating Co.
Term Loan, (LIBOR + 6.00%, 1.00% Floor), 7.00%, 06/10/21(b) |
|
|
1,479,743 |
|
|
|
1,273,504 |
|
| Hemisphere Media Holdings, LLC
(Intermedia Espanol, Inc.)
New Term Loan B, (LIBOR + 4.00%, 1.00%
Floor), 5.00%, 07/30/20(b) |
|
|
2,437,329 |
|
|
|
2,400,769 |
|
| Intelsat Jackson Holdings S.A.
(Luxembourg)
Tranche B-2 Term Loan, (LIBOR + 2.75%, 1.00% Floor), 3.75%,
06/30/19(b)(c)(d) |
|
|
2,000,000 |
|
|
|
1,870,350 |
|
| Learfield Communications, Inc.
Second Lien Initial Term Loan,
(LIBOR + 7.75%, 1.00% Floor),
8.75%,
10/08/21(b) |
|
|
1,102,393 |
|
|
|
1,094,814 |
|
| Neptune Finco Corp.
Initial Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 10/09/22(b) |
|
|
2,050,012 |
|
|
|
2,055,937 |
|
| Numericable-SFR (France)
Term Loan B-6 (USD), (LIBOR + 4.00%, 0.75% Floor), 4.75%, 02/10/23(b)(c)(d) |
|
|
1,271,286 |
|
|
|
1,263,836 |
|
| SESAC Holdco II, LLC
First Lien Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 02/07/19(b) |
|
|
1,938,144 |
|
|
|
1,913,917 |
|
| Telecommunications Management, LLC
Second Lien Initial Term Loan, (LIBOR + 8.00%, 1.00% Floor), 9.00%,
10/30/20(b)(e) |
|
|
1,065,712 |
|
|
|
1,031,076 |
|
| William Morris Endeavor
Entertainment, LLC
(IMG Worldwide Holdings, LLC)
First Lien Term Loan,
(LIBOR + 4.25%, 1.00% Floor), 5.25%, 05/06/21(b) |
|
|
2,980,586 |
|
|
|
2,984,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,888,530 |
|
|
|
|
|
|
|
|
|
|
|
| RETAIL - 7.4% |
|
|
|
|
| Academy, LTD.
Initial Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 07/01/22(b) |
|
|
1,662,306 |
|
|
|
1,589,057 |
|
| Albertson’s, LLC
Term Loan B-2, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 03/21/19(b) |
|
|
3,155,298 |
|
|
|
3,160,330 |
|
| Belk, Inc.
Closing Date First Lien Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 12/12/22(b) |
|
|
1,330,077 |
|
|
|
1,178,229 |
|
| Charming Charlie, LLC
Initial Term Loan, (LIBOR + 8.00%, 1.00% Floor), 9.00%, 12/24/19(b) |
|
|
1,205,414 |
|
|
|
916,115 |
|
|
| 4 | See accompanying Notes to Schedule of Investments. |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| Senior Loans(a)
(continued) |
|
|
| RETAIL (continued) |
|
|
|
|
| Mattress Holding Corp.
Initial Term Loan, (LIBOR + 5.25%, 1.00% Floor), 6.25%, 10/20/21(b) |
|
|
2,652,376 |
|
|
|
2,629,167 |
|
| 2016 Incremental Term Loan, (LIBOR + 5.25%, 1.00% Floor), 6.25%,
10/20/21(b) |
|
|
1,217,391 |
|
|
|
1,211,304 |
|
| Petco Animal Supplies, Inc.
Tranche B-1 Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 01/26/23(b) |
|
|
2,325,000 |
|
|
|
2,327,581 |
|
| Tranche B-2 Term Loan, (LIBOR + 5.00%, 0.00% Floor), 5.62%,
01/26/23(b) |
|
|
1,612,903 |
|
|
|
1,614,516 |
|
| Sears Roebuck Acceptance Corp.
(KMART Corp.)
2015 Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
06/30/18(b) |
|
|
1,811,412 |
|
|
|
1,733,295 |
|
| Vince, LLC (Vince Intermediate
Holding, LLC)
Term Loan B, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 11/27/19(b)(e) |
|
|
373,918 |
|
|
|
342,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,701,729 |
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: BUSINESS - 11.6% |
|
|
|
|
| Americold Realty Operating
Partnership, L.P.
Term Loan B, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 12/01/22(b) |
|
|
1,455,810 |
|
|
|
1,455,337 |
|
| Carecore National, LLC
Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 03/05/21(b) |
|
|
987,406 |
|
|
|
928,161 |
|
| EIG Investors Corp.
Term Loan, (LIBOR + 5.23%, 1.00% Floor), 6.23%, 11/09/19(b) |
|
|
1,492,327 |
|
|
|
1,429,836 |
|
| Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 02/09/23(b)(c) |
|
|
3,000,000 |
|
|
|
2,778,750 |
|
| Evergreen Skills Lux S.a.r.l.
First Lien Initial Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 04/28/21(b) |
|
|
989,950 |
|
|
|
798,558 |
|
| Second Lien Initial Term Loan, (LIBOR + 8.25%, 1.00% Floor), 9.25%,
04/28/22(b) |
|
|
1,000,000 |
|
|
|
475,000 |
|
| GCA Services Group, Inc.
First Lien Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 03/01/23(b) |
|
|
1,365,517 |
|
|
|
1,372,345 |
|
| Genex Holdings, Inc.
First Lien Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 05/28/21(b) |
|
|
1,902,363 |
|
|
|
1,873,828 |
|
| Infogroup, Inc.
Term Loan B, (LIBOR + 5.50%, 1.50% Floor), 7.00%, 05/26/18(b) |
|
|
1,129,660 |
|
|
|
1,053,052 |
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| SERVICES: BUSINESS (continued) |
|
|
|
|
| Onex Carestream Finance, L.P.
Second Lien Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%, 12/07/19(b) |
|
|
5,448,718 |
|
|
|
4,531,508 |
|
| SGS Cayman, L.P.
Initial Cayman Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 04/23/21(b) |
|
|
427,157 |
|
|
|
423,598 |
|
| SMG
2014 Second Lien Term Loan, (LIBOR + 8.25%, 1.00% Floor), 9.25%, 02/27/21(b)(e) |
|
|
2,490,000 |
|
|
|
2,477,550 |
|
| Solera, LLC (Solera Finance, Inc.)
Dollar Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 03/03/23(b)(c) |
|
|
3,335,681 |
|
|
|
3,338,366 |
|
| Sutherland Global Services, Inc.
Initial U.S. Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 04/23/21(b) |
|
|
1,835,044 |
|
|
|
1,819,758 |
|
| Tyche Holdings, LLC
Second Lien Term Loan, (LIBOR + 8.00%, 1.00% Floor), 9.00%, 11/11/22(b) |
|
|
1,250,000 |
|
|
|
1,256,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,011,903 |
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: CONSUMER - 2.1% |
|
|
|
|
| Laureate Education, Inc.
2018 New Series Extended Term Loan, (LIBOR + 3.75%, 1.25% Floor), 5.00%, 06/15/18(b) |
|
|
4,286,174 |
|
|
|
3,718,256 |
|
| NVA Holdings, Inc.
Second Lien Term Loan, (LIBOR + 7.00%, 1.00% Floor), 8.00%, 08/14/22(b) |
|
|
955,026 |
|
|
|
935,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,654,181 |
|
|
|
|
|
|
|
|
|
|
|
| TELECOMMUNICATIONS - 8.1% |
|
|
|
|
| Avaya, Inc.
Replacement Term Loan B-6, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 03/31/18(b)(c) |
|
|
1,347,349 |
|
|
|
1,003,775 |
|
| Term Loan B-3, (LIBOR + 4.50%, 0.00% Floor), 5.12%, 10/26/17(b)(c) |
|
|
4,529,383 |
|
|
|
3,695,976 |
|
| Global Tel*Link Corp.
First Lien Term Loan, (LIBOR + 3.75%, 1.25% Floor), 5.00%, 05/23/20(b) |
|
|
1,188,728 |
|
|
|
1,080,257 |
|
| LTS Buyer LLC (Sidera Networks, Inc.)
First Lien Term Loan B, (LIBOR + 3.25%, 0.75% Floor), 4.00%,
04/13/20(b) |
|
|
1,994,872 |
|
|
|
1,978,025 |
|
| Second Lien Term Loan, (LIBOR + 6.75%, 1.25% Floor), 8.00%,
04/12/21(b)(c) |
|
|
2,931,507 |
|
|
|
2,824,009 |
|
|
| See accompanying Notes to Schedule of Investments. | 5 |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| Senior Loans(a) (continued) |
|
|
| TELECOMMUNICATIONS (continued) |
|
|
|
|
| Securus Technologies Holdings, Inc.
Second Lien Initial Term Loan, (LIBOR + 7.75%, 1.25% Floor), 9.00%,
04/30/21(b) |
|
|
5,000,000 |
|
|
|
4,218,750 |
|
| U.S. TelePacific Corp.
Advance Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 11/25/20(b) |
|
|
1,008,057 |
|
|
|
962,518 |
|
| Zayo Group LLC (Zayo Capital, Inc.)
2016 Incremental Facility Term Loan, (LIBOR + 3.50%, 1.00% Floor),
4.50%, 05/06/21(b) |
|
|
2,541,575 |
|
|
|
2,553,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,316,322 |
|
|
|
|
|
|
|
|
|
|
|
| TRANSPORTATION: CARGO - 1.6% |
|
|
|
|
| Carrix, Inc.
Term Loan, (LIBOR + 3.50%, 1.00% Floor), 4.50%, 01/07/19(b) |
|
|
3,869,743 |
|
|
|
3,656,907 |
|
|
|
|
|
|
|
|
|
|
|
| TRANSPORTATION: CONSUMER - 0.9% |
|
|
|
|
| Blue Bird Body Co.
Facility Term Loan, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 06/26/20(b) |
|
|
365,135 |
|
|
|
361,712 |
|
| Travel Leaders Group, LLC
Additional Tranche B Term Loan, (LIBOR + 6.00%, 1.00% Floor), 7.00%, 12/07/20(b) |
|
|
1,761,590 |
|
|
|
1,754,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,116,696 |
|
|
|
|
|
|
|
|
|
|
|
| UTILITIES: ELECTRIC - 2.0% |
|
|
|
|
| Granite Acquisition, Inc.
Second Lien Term Loan B,
(LIBOR + 7.25%, 1.00% Floor),
8.25%, 12/19/22(b) |
|
|
1,112,864 |
|
|
|
873,598 |
|
| Pike Corp.
First Lien Initial Term Loan,
(LIBOR + 4.50%, 1.00% Floor),
5.50%, 12/22/21(b) |
|
|
2,134,220 |
|
|
|
2,127,999 |
|
| Second Lien Initial Term Loan,
(LIBOR + 8.50%, 1.00% Floor),
9.50%,
06/22/22(b) |
|
|
1,500,000 |
|
|
|
1,487,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,489,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Senior Loans
(Cost $274,100,183) |
|
|
|
|
|
|
258,111,791 |
|
|
|
|
|
|
|
|
|
|
|
| Corporate Notes and Bonds -
27.1%(f) |
|
|
| AUTOMOTIVE - 0.4% |
|
|
|
|
| American Tire Distributors, Inc.
10.25%,
03/01/22(j) |
|
|
1,028,000 |
|
|
|
930,340 |
|
|
|
|
|
|
|
|
|
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE - 2.3% |
|
|
|
|
| National Financial Partners Corp.
9.00%,
07/15/21(j) |
|
|
4,000,000 |
|
|
|
3,855,000 |
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE (continued) |
|
|
|
|
| SquareTwo Financial Corp
11.63%,
04/01/17(e)(k) |
|
|
2,647,000 |
|
|
|
1,300,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,155,736 |
|
|
|
|
|
|
|
|
|
|
|
| BEVERAGE, FOOD & TOBACCO - 2.9% |
|
|
|
|
| Land O’Lakes Capital Trust I
7.45%,
03/15/28(j) |
|
|
4,719,000 |
|
|
|
4,978,545 |
|
| NBTY, Inc.
9.00%, 10/01/18 |
|
|
1,625,000 |
|
|
|
1,667,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,646,201 |
|
|
|
|
|
|
|
|
|
|
|
| CAPITAL EQUIPMENT - 1.0% |
|
|
|
|
| Optimas OE Solutions Holding, LLC
8.63%,
06/01/21(j) |
|
|
3,000,000 |
|
|
|
2,280,000 |
|
|
|
|
|
|
|
|
|
|
|
| CHEMICALS, PLASTICS & RUBBER - 1.9% |
|
|
|
|
| Magnetation, LLC / Mag Finance Corp.
11.00%,
05/15/18(e)(j)(l) |
|
|
2,937,000 |
|
|
|
— |
|
| TPC Group, Inc. (Texas
Petrochemical)
8.75%,
12/15/20(j) |
|
|
6,000,000 |
|
|
|
4,230,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,230,000 |
|
|
|
|
|
|
|
|
|
|
|
| CONSTRUCTION & BUILDING - 0.9% |
|
|
|
|
| GCP Applied Technologies, Inc.
9.50%,
02/01/23(j) |
|
|
1,946,000 |
|
|
|
2,116,275 |
|
|
|
|
|
|
|
|
|
|
|
| CONSUMER GOODS: NON-DURABLE - 2.1% |
|
|
|
|
| American Greetings Corp.
7.38%, 12/01/21 |
|
|
4,529,000 |
|
|
|
4,647,886 |
|
|
|
|
|
|
|
|
|
|
|
| CONTAINERS, PACKAGING & GLASS - 0.4% |
|
|
|
|
| Reynolds Group Holdings, Inc.
6.88%, 02/15/21 |
|
|
996,000 |
|
|
|
1,031,482 |
|
|
|
|
|
|
|
|
|
|
|
| ENERGY: OIL & GAS - 2.9% |
|
|
|
|
| CITGO Holding, Inc.
10.75%, 02/15/20(j) |
|
|
3,000,000 |
|
|
|
2,913,750 |
|
| Northern Oil and Gas, Inc.
8.00%, 06/01/20 |
|
|
1,519,000 |
|
|
|
968,362 |
|
| Sidewinder Drilling, Inc.
9.75%, 11/15/19(j) |
|
|
6,000,000 |
|
|
|
465,000 |
|
| Summit Midstream Holdings, LLC /
Summit Midstream Finance Corp.
7.50%, 07/01/21 |
|
|
2,700,000 |
|
|
|
2,133,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,480,112 |
|
|
|
|
|
|
|
|
|
|
|
| HEALTHCARE & PHARMACEUTICALS - 1.9% |
|
|
|
|
| Team Health Holdings, Inc.
7.25%,
12/15/23(j) |
|
|
1,473,000 |
|
|
|
1,579,792 |
|
| Valeant Pharmaceuticals
International, Inc. (Canada)
7.50%, 07/15/21(d)(j) |
|
|
3,200,000 |
|
|
|
2,681,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,261,776 |
|
|
|
|
|
|
|
|
|
|
|
| HIGH TECH INDUSTRIES - 3.6% |
|
|
|
|
| Cimpress NV (Netherlands)
7.00%,
04/01/22(d)(j) |
|
|
4,000,000 |
|
|
|
3,975,000 |
|
|
| 6 | See accompanying Notes to Schedule of Investments. |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
| Corporate Notes and Bonds(f)
(continued) |
|
|
| HIGH TECH INDUSTRIES (continued) |
|
|
|
|
| Riverbed Technology, Inc.
8.88%, 03/01/23(j) |
|
|
2,000,000 |
|
|
|
2,000,000 |
|
| Western Digital Corp.
7.38%, 04/01/23(j) |
|
|
2,000,000 |
|
|
|
2,045,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,020,000 |
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: ADVERTISING, PRINTING & PUBLISHING - 0.7% |
|
|
|
|
| Acosta, Inc.
7.75%, 10/01/22(j) |
|
|
1,600,000 |
|
|
|
1,488,000 |
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION - 3.7% |
|
|
|
|
| Columbus International, Inc.
(Barbados)
7.38%,
03/30/21(d)(j) |
|
|
3,285,000 |
|
|
|
3,510,844 |
|
| Intelsat Jackson Holdings S.A.
(Luxembourg)
8.00%,
02/15/24(d)(j) |
|
|
1,000,000 |
|
|
|
1,032,500 |
|
| Neptune Finco Corp. |
|
|
|
|
|
|
|
|
| 10.13%, 01/15/23(j) |
|
|
317,000 |
|
|
|
339,982 |
|
| 10.88%, 10/15/25(j) |
|
|
877,000 |
|
|
|
955,491 |
|
| Radio One, Inc. |
|
|
|
|
|
|
|
|
| 7.38%, 04/15/22(j) |
|
|
882,000 |
|
|
|
797,108 |
|
| 9.25%, 02/15/20(j) |
|
|
2,484,000 |
|
|
|
1,713,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,349,885 |
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: DIVERSIFIED & PRODUCTION - 1.2% |
|
|
|
|
| SiTV, Inc.
10.38%, 07/01/19(j) |
|
|
3,420,000 |
|
|
|
2,650,500 |
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: CONSUMER - 0.6% |
|
|
|
|
| Laureate Education, Inc.
10.00%, 09/01/19(j) |
|
|
2,000,000 |
|
|
|
1,480,000 |
|
|
|
|
|
|
|
|
|
|
|
| TELECOMMUNICATIONS - 0.6% |
|
|
|
|
| Altice US Finance I Corp.
5.38%, 07/15/23(j) |
|
|
1,333,000 |
|
|
|
1,375,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Corporate Notes and Bonds
(Cost $76,880,612) |
|
|
|
|
|
|
61,143,682 |
|
|
|
|
|
|
|
|
|
|
| Structured Products -
11.6%(m) |
|
| ACAS CLO Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 2016-1A, Class D1,
9.19%,
04/15/25(d)(e)(j)(n) |
|
|
2,000,000 |
|
|
|
1,916,040 |
|
| Anchorage Capital CLO, Ltd.
(Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 2015-6A, Class E2,
7.46%,
04/15/27(d)(e)(j)(n) |
|
|
4,400,000 |
|
|
|
3,971,515 |
|
| Series 2015-7A, Class E2,
7.72%,
10/15/27(d)(e)(j)(n) |
|
|
3,000,000 |
|
|
|
2,502,000 |
|
| Atlas Senior Loan Fund, Ltd.
(Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 2012-1A, Class B3L,
8.12%,
08/15/24(d)(j)(n) |
|
|
5,000,000 |
|
|
|
3,869,000 |
|
| ECP CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 2014-6A, Class D2,
7.17%,
07/15/26(d)(e)(j)(n) |
|
|
4,000,000 |
|
|
|
2,504,756 |
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount
($) |
|
|
Value ($)
|
|
| |
|
|
|
|
|
|
|
|
|
| Ivy Hill Middle Market Credit Fund,
Ltd. 10 (Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 10A, Class D2,
7.92%,
07/18/27(d)(e)(j)(n) |
|
|
2,350,000 |
|
|
|
2,005,396 |
|
| JFIN CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 2013-1I, Class E,
6.62%,
01/20/25(d)(e)(n) |
|
|
2,000,000 |
|
|
|
989,472 |
|
| Series 2015-1A, Class E,
5.63%,
03/15/26(d)(e)(j)(n) |
|
|
4,500,000 |
|
|
|
2,899,066 |
|
| NXT Capital CLO, LLC |
|
|
|
|
|
|
|
|
| Series 2014-1A, Class E,
5.93%,
04/23/26(e)(j)(n) |
|
|
5,000,000 |
|
|
|
3,960,487 |
|
| OCP CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
| Series 2014-5A, Class E,
5.87%,
04/26/26(d)(e)(j)(n) |
|
|
3,000,000 |
|
|
|
1,517,640 |
|
|
|
|
|
|
|
|
|
|
| Total Structured Products
(Cost $33,510,057) |
|
|
|
|
|
|
26,135,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Share
Quantity |
|
|
Value ($) |
|
| |
|
|
|
|
|
|
|
| Common Stock - 0.0% |
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE - 0.0% |
|
|
|
|
| Medical Card System, Inc.(e)(o) |
|
|
864,292 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| Total Common Stock
(Cost $ — ) |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Preferred Stock - 1.7% |
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE - 1.7% |
|
|
|
|
| Watford Holdings, Ltd. (Bermuda)
8.50%
(d)(e) |
|
|
160,000 |
|
|
|
3,811,366 |
|
|
|
|
|
|
|
|
|
|
| Total Preferred Stock
(Cost $3,920,000) |
|
|
|
|
|
|
3,811,366 |
|
|
|
|
|
|
|
|
|
|
|
| Warrants - 0.0% |
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE - 0.0% |
|
|
|
|
| Medical Card System, Inc.
07/26/18(e)(o) |
|
|
50,689 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| Total Warrants
(Cost $ — ) |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Investments-155.0%
(Cost of $388,410,852)
(p) |
|
|
|
|
|
|
349,202,211 |
|
| Other Assets & Liabilities,
Net-6.2% |
|
|
|
|
|
|
14,038,815 |
|
| Loan Outstanding-(61.2)%(q)(r) |
|
|
|
|
|
|
(137,997,685 |
) |
|
|
|
|
|
|
|
|
|
| Net Assets -100.0% |
|
|
|
|
|
|
225,243,341 |
|
|
|
|
|
|
|
|
|
|
|
| See accompanying Notes to Schedule of Investments. | 7 |
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
March 31, 2016 (unaudited)
| (a) |
“Senior Loans” are senior, secured loans made to companies whose debt is rated below investment grade and investments with similar characteristics. Senior Loans typically hold a first lien priority and pay
interest at rates that are determined periodically on the basis of a floating base lending rate plus a spread. Unless otherwise identified, all Senior Loans carry a variable rate of interest. These base lending rates are primarily the London
Interbank Offered Rate (“LIBOR”) and secondarily the prime rate offered by one or more major U.S. banks and the certificate of deposit rate used by commercial lenders. The rates shown represent the weighted average rate at March 31,
2016. Senior Loans are generally not registered under the Securities Act of 1933 (the “1933 Act”) and often contain certain restrictions on resale and cannot be sold publicly. Senior Loans often require prepayments from excess cash flow or
permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual maturity may be substantially less than the
stated maturity shown. |
| (b) |
The interest rate on this Senior Loan is subject to a base rate plus 1 month or 3 month LIBOR, which at March 31, 2016 was 0.44% and 0.63%, respectively. As the interest rate is subject to a minimum LIBOR floor
which was greater than the 1 month or 3 month LIBOR rate at March 31, 2016, the prevailing rate in effect at March 31, 2016 was the base rate plus the LIBOR floor, except as otherwise indicated. |
| (c) |
All or a portion of this Senior Loan position has not settled. Full contract rates do not take effect until settlement date, therefore, are subject to change. |
| (d) |
Foreign issuer traded in U.S. dollars. |
| (e) |
Fair Value Level 3 security. All remaining securities are categorized as Level 2. |
| (g) |
The issuer may elect to pay interest in cash or in kind. |
| (h) |
Represents a payment-in-kind (“PIK”) security which may pay interest in additional principal amount. |
| (i) |
The issuer is in default of its payment obligation as of March 28, 2016, as such, income is no longer being accrued. Subsequent to quarter end, the issuer sent notification of restructuring effective April 13,
2016 and is no longer in default. |
| (j) |
Securities exempt from registration pursuant to Rule 144A under the 1933 Act. These securities may only be resold in transactions exempt from registration to qualified institutional buyers. At March 31, 2016, these
securities amounted to $74,540,460, or 33.1% of net assets. |
| (k) |
The issuer is in default of its payment obligations as of May 1, 2016, as such, the Fund no longer accrues income on the position. |
| (l) |
The issuer is in default of its payment obligations as of May 5, 2015, as such, income is no longer being accrued. The issuer paid a cash dividend to all shareholders on record as of January 6, 2016 which was
recorded as a cost basis adjustment. |
| (m) |
Structured Products include collateralized loan obligations (“CLOs”). A CLO typically takes the form of a financing company (generally called a special purpose vehicle or “SPV”), created to
reapportion the risk and return characteristics of a pool of assets. While the assets underlying CLOs are often Senior Loans or corporate notes and bonds, the assets may also include (i) subordinated loans; (ii) debt tranches of other
CLOs; and (iii) equity securities incidental to investments in Senior Loans. The Fund may invest in lower tranches of CLOs, which typically experience a lower recovery, greater risk of loss or deferral or non-payment of interest than more
senior tranches of the CLO. A key feature of the CLO structure is the prioritization of the cash flows from a pool of debt securities among the several classes of the CLO. The SPV is a company founded for the purpose of securitizing payment claims
arising out of this asset pool. On this basis, marketable securities are issued by the SPV and the redemption of these securities typically takes place at maturity out of the cash flow generated by the collected claims. |
| (n) |
Floating rate asset. The interest rate shown reflects the rate in effect at March 31, 2016. |
| (o) |
Non-income producing asset. |
| (p) |
The aggregate cost of securities for federal income tax purposes was $388,547,548. Cost for U.S. federal income tax purposes differs from book basis primarily due to the deferral of losses from wash sales and defaulted
security interest adjustments. Unrealized appreciation and depreciation on investments were as follows: |
|
|
|
|
|
|
|
| Gross unrealized appreciation |
|
$ |
3,158,444 |
|
|
|
| Gross unrealized depreciation |
|
|
(42,503,781 |
) |
|
|
|
|
|
|
|
|
|
| Net unrealized depreciation |
|
$ |
(39,345,337 |
) |
|
|
|
|
|
|
|
|
|
| (q) |
The Fund has granted a security interest in substantially all of its assets in the event of default under the credit facility. |
| (r) |
Principal $138,000,000 less unamortized deferred financing costs of $2,315. |
|
| 8 | See accompanying Notes to Schedule of Investments. |
Apollo Tactical Income Fund Inc.
Notes to Schedule of Investments
March 31, 2016 (unaudited)
Security Valuation
Apollo Tactical Income Fund Inc. (the “Fund”) values its investments primarily using the mean of the bid and ask prices provided by a
nationally recognized security pricing service or broker. Senior Loans, corporate notes and bonds, structured products, common stock, preferred stock and warrants are priced based on valuations provided by an approved independent pricing service or
broker, if available. If market or broker quotations are not available, or a price is not available from an independent pricing service or broker, or if the price provided by the independent pricing service or broker is believed to be unreliable,
the security will be fair valued pursuant to procedures adopted by the Fund’s board of directors (the “Board”). In general, the fair value of a security is the amount that the Fund might reasonably expect to receive upon the sale of
an asset or pay to transfer a liability in an orderly transaction between willing market participants at the reporting date. Fair value procedures generally take into account any factors deemed relevant, which may include, among others, (i) the
nature and pricing history of the security, (ii) the liquidity or illiquidity of the market for the particular security, (iii) recent purchases or sales transactions for the particular security or similar securities and (iv) press
releases and other information published about the issuer. In these cases, the Fund’s net asset value (“NAV”) will reflect the affected portfolio securities’ fair value as determined in the judgment of the Board or its designee
instead of being determined by the market. Using a fair value pricing methodology to value securities may result in a value that is different from a security’s most recent sale price and from the prices used by other investment companies to
calculate their NAV. Determination of fair value is uncertain because it involves subjective judgments and estimates. There can be no assurance that the Fund’s valuation of a security will not differ from the amount that it realizes upon the
sale of such security.
Fair Value Measurements
The Fund
has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. The levels of fair value inputs used to measure the Fund’s investments are characterized into a
fair value hierarchy. The three levels of the fair value hierarchy are described below:
Level 1 — Quoted unadjusted prices for identical assets
and liabilities in active markets to which the Fund has access at the date of measurement;
Level 2 — Quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, but are valued based on executed trades, broker quotations that constitute an executable price, and alternative pricing
sources supported by observable inputs which, in each case, are either directly or indirectly observable for the asset in connection with market data at the measurement date; and
Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In certain cases,
investments classified within Level 3 may include securities for which the Fund has obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to
material management judgment. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information.
At the end of each reporting period, management evaluates the Level 2 and Level 3 assets, if any, for changes in liquidity, including but not limited to:
whether a broker is willing to execute at the quoted price, the depth and consistency of prices from independent pricing services, and the existence of contemporaneous, observable trades in the market.
Apollo Tactical Income Fund Inc.
Notes to Schedule of Investments (continued)
March 31, 2016
(unaudited)
The valuation techniques used by the Fund to measure fair value at March 31, 2016 maximized the
use of observable inputs and minimized the use of unobservable inputs. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers into and out of the
levels are recognized at the value at the end of the period. A summary of the Fund’s investments categorized in the fair value hierarchy as of March 31, 2016 is as follows:
|
|
|
|
|
|
|
|
|
| Apollo Tactical Income Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Assets |
|
Total Fair Value
at
March 31, 2016 |
|
|
|
|
|
|
Level 1
Quoted Price |
|
|
|
|
|
|
Level 2
Significant Observable Inputs |
|
|
|
|
|
|
Level 3
Significant Unobservable Inputs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and Cash
Equivalents |
|
$ |
12,704,004 |
|
|
|
|
|
|
$ |
12,704,004 |
|
|
|
|
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
| Senior Loans |
|
|
258,111,791 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
236,424,061 |
|
|
|
|
|
|
|
21,687,730 |
|
| Corporate Notes and Bonds |
|
|
61,143,682 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
59,842,946 |
|
|
|
|
|
|
|
1,300,736 |
|
| Structured Products |
|
|
26,135,372 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
3,869,000 |
|
|
|
|
|
|
|
22,266,372 |
|
| Common Stock |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
| Preferred Stock |
|
|
3,811,366 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
3,811,366 |
|
| Warrants |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
| Total Assets |
|
$ |
361,906,215 |
|
|
|
|
|
|
$ |
12,704,004 |
|
|
|
|
|
|
$ |
300,136,007 |
|
|
|
|
|
|
$ |
49,066,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of Level 3 holdings for which significant unobservable inputs were used in determining
fair value as of March 31, 2016:
|
|
|
|
|
|
|
|
|
| Apollo Tactical Income Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Fair
Value |
|
|
Senior Loans |
|
|
Corporate
Notes
and Bonds |
|
|
Structured
Products |
|
|
Common
Stock |
|
|
Preferred
Stock |
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Fair Value, beginning of period |
|
$ |
61,610,980 |
|
|
$ |
31,028,040 |
|
|
$ |
2,833,003 |
|
|
$ |
23,923,849 |
|
|
$ |
— |
|
|
$ |
3,826,088 |
|
|
$ |
— |
|
| Purchases, including capitalized PIK |
|
|
659,901 |
|
|
|
659,901 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Sales |
|
|
(10,276,907 |
) |
|
|
(6,054,007 |
) |
|
|
— |
|
|
|
(4,222,900 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accretion/(amortization) of discounts/(premiums) |
|
|
48,444 |
|
|
|
20,234 |
|
|
|
(610 |
) |
|
|
28,820 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net realized gain/(loss) |
|
|
(3,475,293 |
) |
|
|
(1,583,285 |
) |
|
|
— |
|
|
|
(1,892,008 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in net unrealized appreciation/(depreciation) |
|
|
(2,246,557 |
) |
|
|
613,541 |
|
|
|
(2,367,393 |
) |
|
|
(477,983 |
) |
|
|
— |
|
|
|
(14,722 |
) |
|
|
— |
|
| Transfers into Level 3 |
|
|
15,230,698 |
|
|
|
5,154,368 |
|
|
|
1,300,736 |
|
|
|
8,775,594 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Transfers out of Level 3 |
|
|
(12,485,062 |
) |
|
|
(8,151,062 |
) |
|
|
(465,000 |
) |
|
|
(3,869,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Total Fair Value, end of period |
|
$ |
49,066,204 |
|
|
$ |
21,687,730 |
|
|
$ |
1,300,736 |
|
|
$ |
22,266,372 |
|
|
$ |
— |
|
|
$ |
3,811,366 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets were transferred from Level 2 to Level 3 or from Level 3 to Level 2 as a result of changes in levels of liquid
market observability when subject to various criteria as discussed previously or due to changes in application of internal leveling criteria. There were no transfers between Level 1 and Level 2 fair value measurement during the year shown. The net
change in unrealized appreciation/(depreciation) attributable to Level 3 investments still held at March 31, 2016 was $(2,220,736).
Apollo Tactical Income Fund Inc.
Notes to Schedule of Investments (continued)
March 31, 2016
(unaudited)
The following table provides quantitative measures used to determine the fair values of the Level 3
investments as of March 31, 2016:
|
|
|
|
|
|
|
|
|
| Apollo Tactical Income Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Assets |
|
Fair Value at
March 31, 2016 |
|
|
Valuation Technique(s) |
|
Unobservable Input(s) |
|
Range of
Unobservable Input(s) Utilized |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Senior Loans |
|
$ |
18,707,447 |
|
|
Independent pricing service
and/or broker quotes |
|
Vendor and/or broker
quotes |
|
N/A |
|
|
|
|
|
|
|
|
2,828,416 |
|
|
Market
comparable
approach(a) |
|
Total enterprise
value/EBITDA(a) |
|
6.8x |
|
|
|
|
|
|
|
|
151,867 |
|
|
Recoverability(b) |
|
Recovery %(b) |
|
10.42% |
|
|
|
|
|
| Corporate Notes and Bonds |
|
|
1,300,736 |
|
|
Market
comparable
approach(c) |
|
ERP Multiple(c) |
|
0.50x |
|
|
|
|
|
|
|
|
— |
|
|
Recoverability(b) |
|
Recovery %(b) |
|
10.42% |
|
|
|
|
|
| Structured Products |
|
|
22,266,372 |
|
|
Independent pricing service
and/or broker quotes |
|
Vendor and/or broker
quotes(a) |
|
N/A |
|
|
|
|
|
| Common Stock |
|
|
— |
|
|
Market
comparable
approach(a) |
|
Total enterprise
value/EBITDA(a) |
|
6.8x |
|
|
|
|
|
| Preferred Stock |
|
|
3,811,366 |
|
|
Discounted cash flow(d) |
|
Discount rate(d) |
|
8.92% |
|
|
|
|
|
| Warrants |
|
|
— |
|
|
Market
comparable
approach(a) |
|
Total enterprise
value/EBITDA(a) |
|
6.8x |
| Total Fair Value |
|
$ |
49,066,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
The Fund utilized a market comparable approach to fair value this security. The significant unobservable inputs used in the valuation model were total enterprise value and earnings before interest, taxes, depreciation
and amortization (“EBITDA”) based on comparable multiples for a similar investment with similar risks. Significant increases or decreases in either of these inputs in isolation may result in a significantly higher or lower fair value
measurement. |
| (b) |
The Fund utilized a recoverability approach to fair value this security, specifically a liquidation analysis. There are various, company specific inputs used in the valuation analysis that relate to the liquidation
value of the company’s assets, which were estimated by a third party financial advisor as part of restructuring proceedings. The estimated fair value of the recoverable assets after deducting expenses was approximately 10.42% of the book value
of the assets. |
| (c) |
The Fund utilized a market comparable approach to fair value this security. The significant unobservable inputs used in the valuation model were total enterprise value and Estimated Remaining Proceeds (“ERP”)
based on comparable multiples for a similar investment with similar risks. Significant increases or decreases in either of these inputs in isolation may result in a significantly higher or lower fair value measurement. |
| (d) |
The Fund utilized a discounted cash flow model to fair value this security. The significant unobservable input used in the valuation model was the discount rate, which was determined based on the market rates an
investor would expect for a similar investment with similar risks. The discount rate was applied to present value the projected cash flows in the valuation model. Significant increases in the discount rate may significantly lower the fair value of
an investment; conversely, significant decreases in the discount rate may significantly increase the fair value of an investment. |
For
more information with regard to significant accounting policies, see the Fund’s most recent annual report filed with the Securities and Exchange Commission.
Item 2. Controls and Procedures.
| |
(a) |
The Fund’s principal executive and principal financial officers, or persons performing similar functions,
have concluded that the Fund’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this
report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended. |
| |
(b) |
There were no changes in the Fund’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act) that occurred during the Fund’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting. |
Item 3. Exhibits.
| |
(a) |
Certifications pursuant to Rule 30a-2(a) under the 1940 Act are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
| (Registrant) Apollo Tactical Income Fund
Inc.
|
|
| By (Signature and Title) /s/ Joseph
Moroney
|
|
|
Joseph Moroney, President |
|
|
(principal executive officer) |
|
| Date 5/19/16
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
| By (Signature and Title) /s/ Joseph
Moroney
|
|
|
Joseph Moroney, President |
|
|
(principal executive officer) |
|
| Date 5/19/16
|
|
|
|
| By (Signature and Title) /s/ Frank
Marra
|
|
|
Frank Marra, Treasurer and Chief Financial Officer |
|
|
(principal financial officer) |
|
| Date 5/19/16
|