UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission File Number: 814-01190
OWL ROCK CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
47-5402460 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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245 Park Avenue, 41st Floor New York, New York |
10167 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212) 419-3000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically 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 ☐ No ☐
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 the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ (Do not check if a small reporting company) |
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Small reporting company |
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☐ |
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Emerging growth company |
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☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 7, 2017, the registrant had 85,413,892 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
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Page |
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PART I. |
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Item 1. |
3 |
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3 |
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4 |
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Consolidated Schedules of Investments as of September 30, 2017 (Unaudited) and December 31, 2016 |
5 |
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11 |
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12 |
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13 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
35 |
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Item 3. |
60 |
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Item 4. |
61 |
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PART II. |
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Item 1. |
62 |
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Item 1A. |
62 |
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Item 2. |
62 |
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Item 3. |
62 |
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Item 4. |
62 |
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Item 5. |
62 |
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Item 6. |
63 |
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64 |
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i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Owl Rock Capital Corporation (the “Company,” “Owl Rock,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
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• |
an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; |
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• |
an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies; |
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• |
an economic downturn could also impact availability and pricing of our financing; |
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• |
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities; |
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• |
interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy; |
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• |
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; |
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• |
our future operating results; |
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• |
our business prospects and the prospects of our portfolio companies; |
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• |
our contractual arrangements and relationships with third parties; |
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• |
the ability of our portfolio companies to achieve their objectives; |
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• |
competition with other entities and our affiliates for investment opportunities; |
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• |
the speculative and illiquid nature of our investments; |
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• |
the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage; |
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• |
the adequacy of our financing sources and working capital; |
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• |
the loss of key personnel; |
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• |
the timing of cash flows, if any, from the operations of our portfolio companies; |
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• |
the ability of Owl Rock Capital Advisors LLC (the “Adviser”) to locate suitable investments for us and to monitor and administer our investments; |
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• |
the ability of the Adviser to attract and retain highly talented professionals; |
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• |
our ability to maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”); |
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• |
the effect of legal, tax and regulatory changes; and |
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• |
other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”). |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”).
2
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Owl Rock Capital Corporation
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
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September 30, 2017 (Unaudited) |
|
|
December 31, 2016 |
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||
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Assets |
|
|
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|
|
|
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|
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Investments at fair value |
|
|
|
|
|
|
|
|
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Non-controlled/non-affiliated company investments (amortized cost of $2,140,081 and $959,768, respectively) |
|
$ |
2,152,931 |
|
|
$ |
967,399 |
|
|
Controlled affiliated company investments (amortized cost of $41,119 and $0, respectively) |
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40,521 |
|
|
|
— |
|
|
Total investments at fair value (amortized cost of $2,181,200 and $959,768, respectively) |
|
|
2,193,452 |
|
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967,399 |
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Cash and cash equivalents |
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19,233 |
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209,353 |
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Interest receivable |
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6,855 |
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3,349 |
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Subscriptions receivable |
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|
12,170 |
|
|
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— |
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Other income receivable from a controlled affiliate |
|
|
1,978 |
|
|
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— |
|
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Prepaid expenses and other assets |
|
|
1,150 |
|
|
|
723 |
|
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Total Assets |
|
$ |
2,234,838 |
|
|
$ |
1,180,824 |
|
|
Liabilities |
|
|
|
|
|
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Debt (net of unamortized debt issuance costs of $6,233 and $3,094, respectively) |
|
$ |
856,266 |
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$ |
491,906 |
|
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Management fee payable |
|
|
8,637 |
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|
|
4,565 |
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Payable for investments purchased |
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59,998 |
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|
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— |
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Payables to affiliates |
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1,918 |
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|
1,860 |
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Accrued expenses and other liabilities |
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3,619 |
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|
1,968 |
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Total Liabilities |
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930,438 |
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500,299 |
|
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Commitments and contingencies (Note 7) |
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Net Assets |
|
|
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|
|
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Common shares $0.01 par value, 500,000,000 shares authorized; 85,413,892 and 45,833,313 shares issued and outstanding, respectively |
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|
854 |
|
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|
458 |
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Additional paid-in-capital |
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1,262,482 |
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664,554 |
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Accumulated undistributed net investment income |
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28,316 |
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7,882 |
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Net unrealized gain (loss) on investments |
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12,252 |
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7,631 |
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Undistributed net realized gains (losses) |
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|
496 |
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|
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— |
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Total Net Assets |
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1,304,400 |
|
|
|
680,525 |
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Total Liabilities and Net Assets |
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$ |
2,234,838 |
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$ |
1,180,824 |
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Net Asset Value Per Share |
|
$ |
15.27 |
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$ |
14.85 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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||||||||||
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2017 |
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2016 |
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2017 |
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2016 |
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Investment Income |
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Investment income from non-controlled, non-affiliated investments: |
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|
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|
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|
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Interest income |
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$ |
44,272 |
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$ |
10,685 |
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$ |
99,216 |
|
|
$ |
11,313 |
|
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Other income |
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|
1,104 |
|
|
|
41 |
|
|
|
2,311 |
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|
|
42 |
|
|
Total investment income from non-controlled, non-affiliated investments |
|
|
45,376 |
|
|
|
10,726 |
|
|
|
101,527 |
|
|
|
11,355 |
|
|
Investment income from controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other income |
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1,978 |
|
|
|
— |
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|
1,978 |
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|
|
— |
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Total investment income from controlled, affiliated investments |
|
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1,978 |
|
|
|
— |
|
|
|
1,978 |
|
|
|
— |
|
|
Total Investment Income |
|
|
47,354 |
|
|
|
10,726 |
|
|
|
103,505 |
|
|
|
11,355 |
|
|
Expenses |
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|
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|
|
|
|
|
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Initial organization |
|
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— |
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|
— |
|
|
|
— |
|
|
|
1,224 |
|
|
Interest expense |
|
|
7,293 |
|
|
|
774 |
|
|
|
15,551 |
|
|
|
774 |
|
|
Management fee |
|
|
8,637 |
|
|
|
2,474 |
|
|
|
19,910 |
|
|
|
4,673 |
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Professional fees |
|
|
1,522 |
|
|
|
924 |
|
|
|
3,962 |
|
|
|
2,097 |
|
|
Directors' fees |
|
|
96 |
|
|
|
114 |
|
|
|
286 |
|
|
|
218 |
|
|
Other general and administrative |
|
|
1,403 |
|
|
|
870 |
|
|
|
3,319 |
|
|
|
1,715 |
|
|
Total Expenses |
|
|
18,951 |
|
|
|
5,156 |
|
|
|
43,028 |
|
|
|
10,701 |
|
|
Net Investment Income (Loss) Before Taxes |
|
|
28,403 |
|
|
|
5,570 |
|
|
|
60,477 |
|
|
|
654 |
|
|
Excise tax expense |
|
|
28 |
|
|
|
— |
|
|
|
43 |
|
|
|
— |
|
|
Net Investment Income (Loss) After Taxes |
|
$ |
28,375 |
|
|
$ |
5,570 |
|
|
$ |
60,434 |
|
|
$ |
654 |
|
|
Net Realized and Unrealized Gain (Loss) on Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
$ |
(1,040 |
) |
|
$ |
2,422 |
|
|
$ |
5,219 |
|
|
|
2,940 |
|
|
Controlled affiliated investments |
|
|
(549 |
) |
|
|
— |
|
|
|
(598 |
) |
|
|
— |
|
|
Total Net Unrealized Gain (Loss) |
|
|
(1,589 |
) |
|
|
2,422 |
|
|
|
4,621 |
|
|
|
2,940 |
|
|
Net realized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
496 |
|
|
|
— |
|
|
|
496 |
|
|
|
— |
|
|
Total Net Realized Gain (Loss) |
|
|
496 |
|
|
|
— |
|
|
|
496 |
|
|
|
— |
|
|
Total Net Realized and Unrealized Gain (Loss) on Investments |
|
|
(1,093 |
) |
|
|
2,422 |
|
|
|
5,117 |
|
|
|
2,940 |
|
|
Net Increase (Decrease) in Net Assets Resulting from Operations |
|
$ |
27,282 |
|
|
$ |
7,992 |
|
|
$ |
65,551 |
|
|
$ |
3,594 |
|
|
Earnings Per Share - Basic and Diluted |
|
$ |
0.37 |
|
|
$ |
0.27 |
|
|
$ |
1.12 |
|
|
$ |
0.22 |
|
|
Weighted Average Shares Outstanding - Basic and Diluted |
|
|
73,138,745 |
|
|
|
29,634,244 |
|
|
|
58,741,817 |
|
|
|
16,302,756 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
Consolidated Schedule of Investments
As of September 30, 2017
(Amounts in thousands, except share amounts)
(Unaudited)
|
Company(1)(14) |
|
Investment |
|
Interest |
|
|
Maturity Date |
|
Principal / Par |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
Percentage of Net Assets |
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|
|||||
|
Non-controlled/non-affiliated company investments(2) |
|
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|
|
|
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|
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|
|
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|
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Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
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Advertising and media |
|
|
|
|
|
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|
|
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|
PAK Acquisition Corporation (dba Valpak)(4)(5) |
|
First lien senior secured loan |
|
L + 8.00% |
|
|
6/30/2022 |
|
$ |
78,925 |
|
|
$ |
77,521 |
|
|
$ |
78,925 |
|
|
|
6.1 |
|
% |
|
|
Aerospace and defense |
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|
|
|
|
|
|
|
|
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|
|
|
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|
Vencore, Inc.(4)(6) |
|
Second lien senior secured loan |
|
L + 8.75% |
|
|
5/23/2020 |
|
|
50,000 |
|
|
|
49,286 |
|
|
|
50,000 |
|
|
|
3.8 |
|
% |
|
|
Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DTZ U.S. Borrower, LLC (dba Cushman & Wakefield)(4)(6) |
|
Second lien senior secured loan |
|
L + 7.75% |
|
|
11/4/2022 |
|
|
125,000 |
|
|
|
123,817 |
|
|
|
124,375 |
|
|
|
9.5 |
|
% |
|
|
Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access Information(4)(5)(13) |
|
First lien senior secured loan |
|
L + 5.00% |
|
|
10/17/2021 |
|
|
39,694 |
|
|
|
39,358 |
|
|
|
39,806 |
|
|
|
3.1 |
|
% |
|
|
Access Information(4)(5) |
|
Second lien senior secured loan |
|
L + 8.75% |
|
|
10/17/2022 |
|
|
20,000 |
|
|
|
19,235 |
|
|
|
19,400 |
|
|
|
1.5 |
|
% |
|
|
CIBT Global, Inc.(4)(6) |
|
Second lien senior secured loan |
|
L + 7.75% |
|
|
6/1/2025 |
|
|
49,000 |
|
|
|
47,827 |
|
|
|
48,020 |
|
|
|
3.7 |
|
% |
|
|
GC Agile Holdings Limited (dba Apex Fund Services)(4)(6)(11) |
|
First lien senior secured loan |
|
L + 6.50% |
|
|
8/29/2023 |
|
|
38,522 |
|
|
|
37,761 |
|
|
|
37,752 |
|
|
|
2.9 |
|
% |
|
|
GC Agile Holdings Limited (dba Apex Fund Services)(4)(8)(9)(10)(11) |
|
First lien senior secured multi draw term loan |
|
L + 6.50% |
|
|
8/29/2019 |
|
|
- |
|
|
|
(153 |
) |
|
|
(156 |
) |
|
|
- |
|
% |
|
|
GC Agile Holdings Limited (dba Apex Fund Services)(4)(8)(9)(11) |
|
First lien senior secured revolving loan |
|
L + 6.50% |
|
|
8/29/2023 |
|
|
- |
|
|
|
(38 |
) |
|
|
(39 |
) |
|
|
- |
|
% |
|
|
Vestcom Parent Holdings, Inc.(4)(5) |
|
Second lien senior secured loan |
|
L + 8.50% |
|
|
6/19/2024 |
|
|
65,000 |
|
|
|
64,098 |
|
|
|
64,675 |
|
|
|
5.0 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
212,216 |
|
|
|
208,088 |
|
|
|
209,458 |
|
|
|
16.2 |
|
% |
|
Consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Feradyne Outdoors, LLC(4)(6) |
|
First lien senior secured loan |
|
L + 6.25% |
|
|
5/25/2023 |
|
|
115,211 |
|
|
|
113,878 |
|
|
|
113,771 |
|
|
|
8.7 |
|
% |
|
|
Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABB/Con-cise Optical Group LLC(4)(6)(13) |
|
First lien senior secured loan |
|
L + 5.00% |
|
|
6/15/2023 |
|
|
59,849 |
|
|
|
59,998 |
|
|
|
59,998 |
|
|
|
4.6 |
|
% |
|
|
ABB/Con-cise Optical Group LLC(4)(6) |
|
Second lien senior secured loan |
|
L + 9.00% |
|
|
6/17/2024 |
|
|
25,000 |
|
|
|
24,332 |
|
|
|
24,875 |
|
|
|
1.9 |
|
% |
|
|
Dade Paper & Bag, LLC (dba Imperial-Dade)(4)(5) |
|
First lien senior secured loan |
|
L + 7.50% |
|
|
6/9/2024 |
|
|
33,416 |
|
|
|
32,791 |
|
|
|
32,748 |
|
|
|
2.5 |
|
% |
|
|
JM Swank, LLC(4)(6) |
|
First lien senior secured loan |
|
L + 7.50% |
|
|
7/25/2022 |
|
|
74,575 |
|
|
|
73,321 |
|
|
|
75,694 |
|
|
|
5.8 |
|
% |
|
|
Medical Specialties Distributors, LLC(4)(6) |
|
First lien senior secured loan |
|
L + 5.75% |
|
|
12/6/2022 |
|
|
88,355 |
|
|
|
87,567 |
|
|
|
88,355 |
|
|
|
6.8 |
|
% |
|
|
QC Supply, LLC(4)(5) |
|
First lien senior secured loan |
|
L + 6.00% |
|
|
12/29/2022 |
|
|
26,301 |
|
|
|
25,713 |
|
|
|
25,907 |
|
|
|
2.0 |
|
% |
|
|
QC Supply, LLC(4)(8)(9)(10) |
|
First lien senior secured delayed draw term loan |
|
L + 6.00% |
|
|
12/29/2018 |
|
|
- |
|
|
|
(181 |
) |
|
|
(41 |
) |
|
|
- |
|
% |
|
5
|
Company(1)(14) |
|
Investment |
|
Interest |
|
|
Maturity Date |
|
Principal / Par |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
Percentage of Net Assets |
|
|
|||||
|
|
First lien senior secured revolving loan |
|
L + 6.00% |
|
|
12/29/2021 |
|
|
1,988 |
|
|
|
1,882 |
|
|
|
1,913 |
|
|
|
0.1 |
|
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
309,484 |
|
|
|
305,423 |
|
|
|
309,449 |
|
|
|
23.7 |
|
% |
|
Energy equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keane Group Holdings, LLC(4)(6)(11) |
|
First lien senior secured loan |
|
L + 7.25% |
|
|
8/18/2022 |
|
|
124,438 |
|
|
|
122,597 |
|
|
|
124,438 |
|
|
|
9.5 |
|
% |
|
|
Liberty Oilfield Services LLC(4)(5) |
|
First lien senior secured loan |
|
L + 7.63% |
|
|
9/19/2022 |
|
|
22,250 |
|
|
|
21,810 |
|
|
|
21,805 |
|
|
|
1.7 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
146,688 |
|
|
|
144,407 |
|
|
|
146,243 |
|
|
|
11.20 |
|
% |
|
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candy Intermediate Holding, Inc. (dba Ferrara Candy Company)(4)(5) |
|
Second lien senior secured loan |
|
L + 9.00% |
|
|
12/15/2023 |
|
|
75,000 |
|
|
|
74,341 |
|
|
|
72,375 |
|
|
|
5.5 |
|
% |
|
|
Give and Go Prepared Foods Corp.(4)(6)(11) |
|
Second lien senior secured loan |
|
L + 8.50% |
|
|
1/29/2024 |
|
|
42,000 |
|
|
|
41,585 |
|
|
|
41,580 |
|
|
|
3.2 |
|
% |
|
|
Recipe Acquisition Corp. (dba Roland Corporation)(4)(6) |
|
Second lien senior secured loan |
|
L + 9.00% |
|
|
12/1/2022 |
|
|
32,000 |
|
|
|
31,466 |
|
|
|
32,000 |
|
|
|
2.5 |
|
% |
|
|
Tall Tree Foods, Inc.(4)(5) |
|
First lien senior secured loan |
|
L + 7.25% |
|
|
8/12/2022 |
|
|
58,900 |
|
|
|
58,154 |
|
|
|
58,017 |
|
|
|
4.4 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
207,900 |
|
|
|
205,546 |
|
|
|
203,972 |
|
|
|
15.6 |
|
% |
|
Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geodigm Corporation (dba National Dentex)(4)(6)(16) |
|
First lien senior secured loan |
|
L + 6.54% |
|
|
12/1/2021 |
|
|
69,937 |
|
|
|
69,282 |
|
|
|
69,238 |
|
|
|
5.3 |
|
% |
|
|
Geodigm Corporation (dba National Dentex)(4)(8)(10)(16) |
|
First lien senior secured delayed draw term loan |
|
L + 6.54% |
|
|
10/13/2017 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
% |
|
|
PetVet Care Centers, LLC(4)(6) |
|
First lien senior secured loan |
|
L + 6.00% |
|
|
6/8/2023 |
|
|
31,282 |
|
|
|
30,984 |
|
|
|
30,969 |
|
|
|
2.4 |
|
% |
|
|
PetVet Care Centers, LLC(4)(6)(8)(10) |
|
First lien senior secured delayed draw term loan |
|
L + 6.00% |
|
|
6/8/2019 |
|
|
6,523 |
|
|
|
6,384 |
|
|
|
6,376 |
|
|
|
0.5 |
|
% |
|
|
PetVet Care Centers, LLC(4)(5)(8) |
|
First lien senior secured revolving loan |
|
L + 6.00% |
|
|
6/8/2023 |
|
|
809 |
|
|
|
781 |
|
|
|
779 |
|
|
|
0.1 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
108,551 |
|
|
|
107,431 |
|
|
|
107,362 |
|
|
|
8.3 |
|
% |
|
Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hayward Industries, Inc.(4)(5) |
|
Second lien senior secured loan |
|
L + 8.25% |
|
|
8/4/2025 |
|
|
72,500 |
|
|
|
71,070 |
|
|
|
71,050 |
|
|
|
5.4 |
|
% |
|
|
Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SABA Software, Inc.(4)(5) |
|
First lien senior secured loan |
|
L + 5.50% |
|
|
5/1/2023 |
|
|
44,937 |
|
|
|
44,422 |
|
|
|
44,488 |
|
|
|
3.4 |
|
% |
|
|
SABA Software, Inc.(4)(8)(9) |
|
First lien senior secured revolving loan |
|
L + 5.50% |
|
|
5/1/2023 |
|
|
- |
|
|
|
(58 |
) |
|
|
(50 |
) |
|
|
- |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
44,937 |
|
|
|
44,364 |
|
|
|
44,438 |
|
|
|
3.4 |
|
% |
|
Infrastructure and environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(4)(6) |
|
First lien senior secured loan |
|
L + 7.25% |
|
|
9/8/2022 |
|
|
74,301 |
|
|
|
73,009 |
|
|
|
74,672 |
|
|
|
5.7 |
|
% |
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CD&R TZ Purchaser, Inc. (dba Tranzact)(4)(6) |
|
First lien senior secured loan |
|
L + 6.00% |
|
|
7/21/2023 |
|
|
34,650 |
|
|
|
32,835 |
|
|
|
33,957 |
|
|
|
2.6 |
|
% |
|
6
|
Company(1)(14) |
|
Investment |
|
Interest |
|
|
Maturity Date |
|
Principal / Par |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
Percentage of Net Assets |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accela, Inc.(4)(6) |
|
First lien senior secured loan |
|
L + 6.25% |
|
|
9/28/2023 |
|
|
54,000 |
|
|
|
52,651 |
|
|
|
52,650 |
|
|
|
4.0 |
|
% |
|
|
Accela, Inc.(4)(6)(8)(9) |
|
First lien senior secured revolving loan |
|
L + 6.25% |
|
|
9/28/2023 |
|
|
105 |
|
|
|
(45 |
) |
|
|
(45 |
) |
|
|
- |
|
% |
|
|
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(5) |
|
First lien senior secured loan |
|
L + 6.25% |
|
|
6/17/2024 |
|
|
93,995 |
|
|
|
92,632 |
|
|
|
92,585 |
|
|
|
7.1 |
|
% |
|
|
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(8)(9) |
|
First lien senior secured revolving loan |
|
L + 6.25% |
|
|
6/15/2023 |
|
|
- |
|
|
|
(82 |
) |
|
|
(87 |
) |
|
|
- |
|
% |
|
|
Infoblox Inc.(4)(5) |
|
Second lien senior secured loan |
|
L + 8.75% |
|
|
11/7/2024 |
|
|
30,000 |
|
|
|
29,457 |
|
|
|
29,700 |
|
|
|
2.3 |
|
% |
|
|
|
|
|
|
|
|||||||||||||||||||||