POS 8C
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As filed with the Securities and Exchange Commission on August 7, 2019

Securities Act File No. 333-217217

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Check appropriate box or boxes)

Pre-Effective Amendment No.    

Post-Effective Amendment No. 5

 

 

THL CREDIT, INC.

(Exact name of Registrant as specified in charter)

 

 

100 Federal Street, 31st Floor

Boston, MA 02110

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (800) 450-4424

Christopher J. Flynn

THL Credit, Inc.

100 Federal Street, 31st Floor

Boston, MA 02110

(Name and address of agent for service)

 

 

COPIES TO:

David W. Blass

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington, DC 20001

 

 

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

From time to time after the effective date of this Registration Statement.

 

 

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  ☒

It is proposed that this filing will become effective (check appropriate box):

 

 

when declared effective pursuant to section 8(c)

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT OF SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 

 

 


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PROSPECTUS (Subject to Completion)

August 7, 2019

$300,000,000

THL Credit, Inc.

Common Stock

Preferred Stock

Warrants

Subscription Rights

Debt Securities

 

 

This prospectus relates to the offer, from time to time, up to $300,000,000 of shares of our common stock, par value $0.001 per share, preferred stock, par value $0.001 per share, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities.” We may sell our common stock directly or through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.

We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. We are managed by our investment adviser, THL Credit Advisors LLC, which also provides the administrative services necessary for us to operate.

Our investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies. We are a direct lender to middle market companies and invest primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, we also make second lien secured loans and subordinated, or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or similar securities, and direct equity investments. Our first lien senior secured loans may be structured as traditional first lien senior secured loans or as unitranche loans. Unitranche structures may combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and our unitranche loans will expose us to the risks associated with second lien and/or subordinated loans to the extent we invest in the “last-out” tranche or subordinated tranche (or piece) of the unitranche loan. We also may provide advisory services to managed funds.

Substantially all of the debt securities in which the Company invests are below investment grade debt securities and are often referred to as “high yield” or “junk” securities. Exposure to below investment grade securities involves certain risk, and those securities are viewed as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. A material amount of our debt investments contain interest reset provisions that may make it more difficult for the borrowers to make debt repayments. Further, our debt investments generally will not pay down principal during their term which could result in a substantial loss to us if the portfolio company is unable to refinance or repay the debt at maturity.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “TCRD.” On August 5, 2019, the last reported sale price of a share of our common stock on the NASDAQ Global Select Market was $6.56. The net asset value per share of our common stock at March 31, 2019 (the last date prior to the date of this prospectus on which we determined net asset value) was $8.96.

This prospectus contains important information about us that a prospective investor should know before investing in our securities. Please read this prospectus before investing and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. You may obtain this information free of charge or make stockholder inquiries by contacting us at THL Credit, Inc., 100 Federal Street, 31st floor, Boston, MA 02110, or by calling us at (800) 450-4424 or on our website at www.THLCreditBDC.com. The Securities and Exchange Commission maintains a website at www.sec.gov where such information is available without charge. Information contained on or accessed through our website is not incorporated by reference into this prospectus, and you should not consider information contained on or accessed through our website to be part of this prospectus.

Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage. Before buying any securities, you should read the discussion of the material risks of investing in our common stock in “Risks” beginning on page 20 of this prospectus.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

 

 

The date of this prospectus is                 , 2019.


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TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1  

Fees and Expenses

     14  

Selected Consolidated Financial Data

     17  

Risks

     20  

Special Note Regarding Forward-Looking Statements

     50  

Use of Proceeds

     51  

Price Range of Common Stock and Distributions

     52  

Management’s Discussion and Analysis Of Financial Condition and Results of Operations

     55  

Senior Securities

     117  

Portfolio Companies

     119  

The Company

     128  

Management of the Company

     143  

Certain Relationships

     154  

Control Persons and Principal Stockholders

     161  

The Advisor

     163  

Determination of Net Asset Value

     179  

Dividend Reinvestment Plan

     182  

Description of Our Capital Stock

     184  

Description of Our Preferred Stock

     188  

Description of Our Subscription Rights

     190  

Description of Warrants

     192  

Description of Our Debt Securities

     194  

Regulation

     208  

Tax Matters

     214  

Plan of Distribution

     221  

Custodian

     223  

Transfer Agent

     223  

Brokerage Allocations and Other Practices

     223  

Legal Matters

     223  

Experts

     223  

Additional Information

     224  

Management’s Report on Internal Control Over Financial Reporting

     224  

 

 

We have not authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus or any accompanying prospectus supplement. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any such supplement do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. The information in this prospectus and any such supplement is accurate only as of its date, and under no circumstances should the delivery of this prospectus and any such supplement or the sale of any common stock imply that the information in this prospectus is accurate as of any later date or that the affairs of THL Credit, Inc. have not changed since such date. This prospectus and any accompanying prospectus supplement will be updated to reflect material changes.

 

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ABOUT THIS PROSPECTUS

This prospectus and any accompanying prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission using the “shelf” registration process. Under the shelf registration process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act of 1933, as amended, we may offer, from time to time, up to $300,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell our securities through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus and any accompanying prospectus supplement provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and any such supplements together with the additional information described under “Additional Information” and “Risks” sections before you make an investment decision.

A prospectus supplement may also add to, update or change information contained in this prospectus.

 

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PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider before investing in our securities. You should read the entire prospectus carefully, including “Risks.” Throughout this prospectus, we refer to THL Credit, Inc. and its consolidated subsidiaries as the “Company,” “we,” “us” or “our;” THL Credit Advisors LLC as “THL Credit Advisors,” the “Advisor” or the “Administrator”, Thomas H. Lee Partners, L.P. as “THL Partners”, THL Credit Greenway Fund LLC as “Greenway”, THL Credit Greenway Fund II LLC and related investment vehicle as “Greenway II”, THL Credit Opportunities, L.P. as “THL Credit Opportunities”, THL Credit Partners BDC Holdings, L.P. as “BDC Holdings”, and THL Credit Logan JV LLC as “Logan JV”.

THL Credit, Inc.

We are an externally managed, non-diversified closed-end management investment company incorporated in Delaware on May 26, 2009, that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, we have elected to be treated for tax purposes as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. Our investment activities are managed by THL Credit Advisors and supervised by our board of directors, a majority of whom are independent of THL Credit Advisors and its affiliates. As a BDC, we are required to comply with certain regulatory requirements. See “Regulation” for discussion of BDC regulation and other regulatory considerations. We are also registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act.

Our investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies. We are a direct lender to middle market companies and invest primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, we also make second lien secured loans and subordinated, or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or similar securities, and direct equity investments. Our first lien senior secured loans may be structured as traditional first lien senior secured loans or as unitranche loans. Unitranche structures may combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and our unitranche loans will expose us to the risks associated with second lien and/or subordinated loans to the extent we invest in the “last-out” tranche or subordinated tranche (or piece) of the unitranche loan. We also may provide advisory services to managed funds.

We intend to co-invest, subject to the conditions included in the exemptive order we received from the SEC, with certain of our affiliates. See “Certain Relationships” in this prospectus. We believe that such co-investments may afford us additional investment opportunities and an ability to achieve greater diversification.

We define middle market companies to mean both public and privately-held companies with annual earnings before interest, taxes, depreciation and amortization, or EBITDA, generally between $5 million and $25 million. We expect to generate returns primarily through a combination of contractual interest payments on debt investments, equity appreciation, origination and similar fees. We can offer no assurances that we will achieve our investment objective.

Since April 2010, after we completed our initial public offering and commenced principal operations, through March 31, 2019, we have been responsible for making, on behalf of ourselves, managed funds and separately managed account, over $2.1 billion in aggregate commitments to 108 separate portfolio companies through a combination of both initial and follow-on investments. Since April 2010 through March 31, 2019, we, along with our managed funds and separately managed accounts, have received $1.6 billion of gross proceeds



 

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from the realization of investments. We have received $1.3 billion of proceeds from the realization of its investments. As of March 31, 2019, our managed funds, THL Credit Greenway, LLC, or Greenway, and THL Credit Greenway II, LLC and its separately managed account, collectively Greenway II, have received $189.4 million, or 126.2% of committed capital, and $172.0 million, or 92.0% of the committed capital, respectively.

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant U.S. Securities and Exchange Commission, or SEC, rules the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized in the United States.

We are also registered as an investment adviser under the Advisers Act.

We are permitted to borrow money from time to time within the levels permitted by the 1940 Act (which generally allows us to incur leverage equal to up to one half of our total assets). We have used, and expect to continue to use, our credit facilities and other borrowings, along with proceeds from the rotation of our portfolio and proceeds from public and private securities to finance our investment objectives. See “Regulation” for discussion of BDC regulation and other regulatory considerations.

Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur under the 1940 Act from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. Under the legislation, we are permitted to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. At our Annual Meeting of Stockholders on June 14, 2019, stockholders approved a proposal to reduce our asset coverage ratio to 150%. Such asset coverage ratio became effective on June 15, 2019.

We are required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. We also must amend our $190.0 million revolving credit facility with ING Capital LLC (the “Revolving Facility”) in order to increase our leverage, which requires lender consent. See “Regulation” for discussion of BDC regulation and other regulatory considerations.



 

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Organizational Overview

The Company was organized as a Delaware corporation on May 26, 2009 and initially funded on July 23, 2009. We commenced principal operations on April 21, 2010. The Company has formed substantially owned subsidiaries which serve as tax blockers that hold equity or equity-like investments in portfolio companies organized as limited liability companies or other forms of pass-through entities. The Company also has formed substantially owned subsidiaries which serve as the administrative agents on certain investment transactions, including THL Corporate Finance, Inc.

 

 

LOGO

 

(1)

THL Credit Advisors LLC is owned and controlled by certain employees of THL Credit Advisors and THL Credit SLS Senior Loan Strategies LLC, or SLS, and a partnership consisting of certain of the partners of THL Partners (defined below).

(2)

SLS is a wholly-owned subsidiary of THL Credit Advisors that focuses principally in investing in broadly syndicated senior loans.

(3)

Greenway I is an investment fund with $150 million of capital committed by affiliates of a single institutional investor, together with a nominal amount committed by the Company, all of which has been paid in and invested by Greenway I, which is managed by us.

(4)

Greenway II is an investment fund and, together with a related vehicle, has $187.0 million of capital committed by third party investors, all of which has been paid in and invested by Greenway II, together with a nominal amount committed by the Company, which is managed by us.

(5)

Logan JV is a joint venture entered into between the Company and Perspecta Trident LLC, or Perspecta, an affiliate of Perspecta Trust LLC, which invests primarily in senior secured first lien term loans. Logan JV has $250 million of capital commitments, of which the Company committed $200 million and Perspecta committed $50 million.

(6)

THL Credit Strategic Funding LLC is a wholly-owned subsidiary of THL Credit Advisors that focuses principally on investing in directly originated middle market loans that may require seasoning for other managed funds or accounts.

THL Credit Advisors LLC

Our investment activities are managed by our investment adviser, THL Credit Advisors. THL Credit Advisors is responsible for sourcing potential investments, conducting research on prospective investments, analyzing investment opportunities, structuring our investments, and monitoring our investments and portfolio



 

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companies on an ongoing basis. We pay THL Credit Advisors a management fee as a percentage of our gross assets and may pay incentive fees as a percentage of our ordinary income and capital gains.

THL Credit Advisors was formed as a Delaware limited liability company on June 26, 2009 and is registered as an investment adviser under the Advisers Act. THL Credit Advisors is an alternative credit investment manager for both direct lending and tradable credit investments through public and private vehicles, commingled funds including collateralized loan obligations, and separately managed accounts. THL Credit Advisors and its credit-focused affiliates manage assets of $16.6 billion as of March 31, 2019 across its two investment platforms: Direct Lending and Tradable Credit.

THL Credit Advisors benefits from a scaled and integrated business that draws on a diverse resource base and the credit and industry expertise of the entire platform. Fundamental credit analysis, rigorous and disciplined underwriting, well-structured investments and ongoing monitoring are the hallmarks of its credit culture.

THL Credit Advisors’ Direct Lending strategy invests primarily in secured loans, consisting of first lien senior secured including unitranche investments and to a lesser extent, second lien facilities. In certain instances, THL Credit Advisors’ Direct Lending strategy also makes subordinated debt investments and equity investments such as warrants, preferred stock or other similar securities.

THL Credit Advisors’ Tradable Credit strategy manages investments in secured bank loans, structured credit and high-yield securities through CLOs, separate accounts, sub-advisory and various fund formats, including private funds, certain CLOs and as advisor to THL Credit Senior Loan Fund (NYSE: TSLF), a nondiversified, closed-end management investment company. The Advisor may serve as investment advisor to additional private funds, registered closed-end funds and CLOs in the future. See “Certain Relationships” in this prospectus for information regarding the allocation of investment opportunities.

THL Credit Advisors is headquartered in Boston, with additional origination teams in Chicago, Dallas, Los Angeles and New York, allowing it to be close to its portfolio companies as well as its origination and syndication sources. Over the years, THL Credit Advisors has developed deep and diverse national relationships that it leverages to maximize investment opportunities across its strategies.

THL Credit Advisor’s Direct Lending investment committee, which serves as our investment committee, is comprised of Christopher J. Flynn, Terrence W. Olson, W. Montgomery Cook, James R. Fellows and Howard H. Wu (the “Investment Committee Members”).

THL Credit Advisors has received an exemptive order from the SEC permitting it to negotiate, subject to the conditions of the order, co-investments among us and certain of its other investment advisory clients. See “Certain Relationships” in this prospectus.

THL Credit Advisors also serves as our Administrator and leases office space to us and provides us with equipment and office services. The tasks of the Administrator include overseeing our financial records, preparing reports to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and professional services rendered to us by others.

Relationship with Thomas H. Lee Partners, L.P. (“THL Partners”)

The Advisor is owned in part by a partnership consisting of certain of the partners of THL Partners. THL Partners is one of the world’s oldest and most experienced private equity firms. Since its founding in 1974, the firm has raised over $25 billion of equity capital and invested in more than 140 portfolio companies with an aggregate value of over $200 billion. THL Partners invests in growth-oriented businesses, headquartered



 

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primarily in North America, across three sectors: Business & Financial Services, Consumer & Healthcare, and Media, Information Services and Technology. The firm partners with portfolio company management to identify and implement operational and strategic improvements to accelerate sustainable revenue and profit growth. THL Partners strives to build companies of lasting value and generate superior investment returns. We believe we benefit from THL Credit Advisors’ relationship with THL Partners. THL Credit Advisors has access to the industry knowledge of THL Partners’ investment team to consult with the THL Partners team on specific industry issues, trends and other complementary matters.

Investment Approach

Our investment approach consists of the following four separate and distinct phases: (1) sourcing; (2) selecting; (3) structuring; and (4) supervising investments. Sourcing involves our efforts to generate as vast a universe of relevant and actionable investment opportunities as possible. Selecting represents our decision-making process regarding which of those investments to pursue. Structuring summarizes our creative approach to deploying capital on a case-by-case basis in a way that maximizes value. Supervising is a reference to our ongoing rigorous credit monitoring.

Sourcing

The elements of our sourcing efforts will include: (i) determining the market in which we intend to participate; (ii) identifying the opportunities within that market; (iii) having a clear strategy; (iv) knowing the competition; and (v) distinguishing our competitive advantages.

Determining the Market

We invest primarily in debt securities of sponsored issuers based in the middle market mainly in the United States. Our debt investments are composed of directly originated first lien senior secured loans, including unitranche investments. In certain instances, we also may make second lien loans and subordinated or mezzanine debt investments, which may include an associated equity component such as warrants, preferred stock and other similar securities, and direct equity co-investments. Our first lien senior secured loans may be structured as traditional first lien senior secured loans or as unitranche loans. Unitranche structures may combine characteristics of traditional first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche. We also may provide advisory services to managed funds.

Market opportunity

We believe the environment for investing in middle market companies is attractive for several reasons, including:

Improved company fundamentals creating favorable lending trends. We believe that middle market companies are experiencing improved fundamentals driven by a stabilized economy and an increase in confidence. Middle market companies have recently displayed improvements in operating performance, resulting in stronger credit quality. Default levels remain relatively low, and volatility in the broader capital markets has eased, resulting in more middle market companies seeking growth capital at attractive lender credit metrics.

Meaningful availability of investable capital at private equity firms. Recent private equity data show over $1 trillion of cash reserves that private equity fund managers are actively looking to allocate to transactions involving new or existing portfolio companies.2 Private equity funds will often prefer to support these transactions with debt securities, including first lien and second lien loans from sources such as us.

 

2 

Source: Preqin Private Capital Fundraising Update, Q4 2018



 

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Consolidation among commercial banks has reduced their focus on middle market business. We believe that many bank lenders have de-emphasized their service and product offerings to middle market companies in favor of lending to large corporate clients, managing capital markets transactions and providing other non-credit services to their customers. Further, many financial institutions and traditional lenders are faced with constrained balance sheets and are requiring existing issuers to reduce leverage. As a result, it allows us a greater opportunity to originate proprietary investment opportunities; a situation that we believe the investment professionals are equipped to capitalize upon as a result of their extensive experience.

Increased lending regulation has limited the ability of traditional lenders to provide capital to middle market companies. Heightened scrutiny of large bank institutions by regulatory bodies has prompted lending guidelines that have sought to limit leverage, deter banks from lengthening payment timelines and restrict banks from holding certain CLO securities. In response, banks have been participating less in the middle market lending arena, opening up opportunities for alternative lenders such as us. In addition to new lending activity, as companies look to refinance existing loans that do not abide by the current guidelines, the market opportunity should continue to expand.

Middle market companies are increasingly seeking lenders with long-term capital to provide flexible solutions for their debt and equity financing needs. Middle market companies continue to seek lenders with long-term capital to provide flexible solutions for their debt and equity financing needs. We believe that many middle market companies prefer to execute transactions with private capital providers such as us, rather than execute high-yield bond or equity transactions in the public markets, which may necessitate increased financial and regulatory compliance and reporting obligations. Further, we believe many middle market companies are inclined to seek capital from a small number of skilled, reliable and predictable providers with access to permanent capital that can satisfy their specific needs and serve as value-added financial partners with an understanding of, and a longer-term view oriented towards the growth of their businesses. We aim to develop a constructive partnership with our portfolio companies to help them navigate economic cycles and operational issues which will arise.

The large yet fragmented middle market may offer lenders more attractive economic terms compared to the more efficient, syndicated markets. Investing in debt securities in the middle market may offer more favorable returns relative to their investment risk, when compared to investments in public high yield or syndicated bank loan securities. Furthermore, private equity sponsors focused on the middle market seek lenders with domain expertise and certainty of closing rather than running a fully efficient arranger process. Directly originated investments in the middle market may, in our experience, permit higher yields on investments and may also benefit from other more favorable terms relative to the broadly syndicated market, including lower leverage, tighter covenant packages, stronger call protection, and greater control of a work-out process in the case of a default.

Investment strategy

We believe a strategy focused primarily on debt securities in middle market companies has a number of compelling attributes. First, the market for these instruments is relatively inefficient, allowing an experienced investor an opportunity to produce high risk-adjusted returns. Second, downside risk can be managed through an extensive credit-oriented underwriting process, creative structuring techniques and intensive portfolio monitoring. We believe private debt investments generally require the highest level of credit and legal due diligence among debt or credit asset classes. Lastly, compared with equity investments, returns on debt investments tend to be less volatile given the substantial current return component and seniority in the capital structure relative to equity. Though it is not part of our investment strategy, we currently have, and may acquire in the future, control investments in portfolio companies. See “Risk Factors—Our equity ownership in a portfolio company may represent a control investment. Our ability to exit a control investment may be limited.”



 

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We generally consider opportunities within all industries and do not have fixed guidelines for industry concentration. As of March 31, 2019, our portfolio investments spanned several industries and the largest industries represented and the percentage of our investment portfolio at fair value were as follows: (i) industrials and manufacturing at 19.97%; (ii) healthcare at 13.89%; (iii) consumer products and services at 12.32%; (iv) IT services at 11.74%; and (v) energy / utilities at 7.44%.

Competition

Our primary competitors to providing financing to middle market companies will include other BDCs, public and private funds, commercial and investment banks, CLO funds, commercial finance companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Some of our competitors are substantially larger and have considerably greater financial and marketing resources than we do. For example, some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.

Competitive advantages

We believe that we possess the following competitive advantages over many other capital providers to middle market companies:

Experienced management team. The Investment Committee Members are experienced and many have worked together extensively and together with their past investment experiences have invested through multiple business and credit cycles in a variety of credit products with the objective of generating attractive, long-term, risk-adjusted returns. Each of the Investment Committee Members brings a unique investment perspective and skill-set by virtue of their complementary collective experiences as both debt and equity investors.

Proactive Sourcing Platform. We take a proactive, hands-on, and creative approach to investment sourcing. Our disciplined origination process includes proprietary tools and resources and employs a national platform with a regional focus. With offices in Boston, Chicago, Dallas, Los Angeles and New York, the Investment Committee Members have a deep and diverse relationship network in the debt capital and private equity markets. These activities and relationships provide an important channel through which we generate investment opportunities consistent with our investment strategy.

Significant institutional expertise and brand recognition gained from investing approximately $2.1 billion in 108 companies between June 2009 and March 31, 2019, across our direct lending credit strategy. We have developed the institutional knowledge and operational infrastructure required to successfully achieve our investment objectives. We benefit from proprietary deal flow from strong relationships with sponsors cultivated over eight years of doing business in the middle market. Our comprehensive underwriting methodology and monitoring processes have been implemented across all five regional offices. Additionally, the Investment Committee Members are supported by an experienced operational and administrative team.

Relationship with THL Partners. We are managed by THL Credit Advisors, the credit affiliate of THL Partners. As such, we have access to the relationship network and industry knowledge of THL Partners to enhance transaction sourcing capabilities. This also provides us with the opportunity to consult with investment teams from THL Partners on specific industry issues, trends and other complementary matters.

Investments teams with a regional focus set up in Industry Verticals. We take a proactive, hands-on, and creative approach to investment sourcing. Our disciplined origination process includes proprietary tools and resources and employs a national platform with a regional focus. With offices in Boston, Chicago, Dallas, New



 

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York and Los Angeles, we have a deep and diverse relationship network. Given our five-office footprint, we are closer to smaller, regional sponsors and have cultivated deep relationships with these private equity firms. In many cases, regional sponsors prefer to partner with local lenders. Once an investment opportunity is sourced by one of our fives offices, the opportunity is transitioned to a lead underwriter while the individual who originated the opportunity remains closely involved in a relationship management capacity. We cover three primary industry verticals: Business & Financial Services (New York), Consumer & Healthcare (Boston, Dallas, Chicago and Los Angeles) and Information Services & Media (Los Angeles). Given our emphasis on three primary industry verticals, we have a strong preference for industry or sector-focused funds and/or sponsors who specialize in only several sectors as opposed to generalist private equity firms. Many middle market sponsors do not staff an internal capital markets resource (i.e., one who maintains a database and network of debt financing partners/arrangers); as such, a sponsor’s deal team leader without this resource is directly responsible for arranging debt financing as part of his/her deal process on a case-by-case basis. Middle market sponsors with this profile appreciate the value proposition of partnering with a trusted, local relationship and respected lender with deep domain expertise.

Selecting

Selecting investments to pursue requires us to have an employable investment philosophy, know our key metrics, have a process to consistently measure those metrics, and implement a repeatable underwriting process that enables our investment committee to make well-reasoned decisions.

Investment Philosophy

Our investment philosophy focuses on capital preservation, relative value, and establishing close relationships with portfolio companies. It is our expectation that this multifaceted focus should generate consistent, attractive, risk-adjusted returns coupled with low volatility.

Capital Preservation. We believe that the key to capital preservation is comprehensive and fundamental credit analysis. We take a long term view of our investments and portfolio with the perspective that most of our investments may need to endure through economic cycles. We refrain from market timing and generally do not enter into investments with the sole intention of realizing short term gains based on changes in market prices. However, we will not hesitate to sell an investment if we believe that it is deteriorating in value and that more recovery will be obtained by selling rather than holding the investment.

Relative Value. Relative value is an essential part of every investment decision. Relative value is determined in a variety of ways including comparisons to other opportunities available in the same asset class and with portfolio companies in the same or similar industries. Relative value is also analyzed across asset classes (senior vs. subordinate, secured vs. unsecured, debt vs. equity) to ensure that the return of a potential investment is appropriate relative to its position in the capital structure.

Key Investment Metrics

Our value-oriented investment philosophy is primarily focused on maximizing yield relative to risk. Upon identifying a potential opportunity, we perform an initial screen to determine whether pursuing intensive due diligence is merited. As part of this process, we have identified several criteria we believe are important in evaluating and investing in prospective portfolio companies, which include, among other things: (i) value orientation/positive cash flow; (ii) seasoned management with significant equity ownership; (iii) strong competitive position; and (iv) exit strategy. These criteria provide general guidelines for our investment decisions. However, each prospective portfolio company in which we choose to invest may not meet all of these criteria.



 

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Due Diligence and Investment Process

We employ a rigorous and disciplined underwriting and due diligence process. Our process includes a comprehensive understanding of a portfolio company’s industry, market, operational, financial, organizational and legal position and prospects.

Underwriting Process

We employ an extensive due diligence approach tailored to each particular investment opportunity. To begin, we review the information memorandum that the company presenting the investment opportunity or its intermediary has prepared, and discuss the opportunity at a high level with the company’s management team, the sponsor or the intermediary, as applicable.

Investment Committee

The purpose of the investment committee is to evaluate and approve, as deemed appropriate, all investments by us. The committee process is intended to bring the diverse experience and perspectives of the committee’s members to the analysis and consideration of every investment. The committee also serves to provide investment consistency and adherence to THL Credit Advisors’ investment philosophies and policies. The investment committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.

Structuring

Our approach to structuring involves us choosing the most appropriate variety of securities for each particular investment; and negotiating the best and most favorable terms.

Investment Structure

In order to achieve our investment objective, we invest primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, we also make second lien loans and subordinated, or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or similar securities, and direct equity investments. Typically, our investments will be approximately $5 million to $25 million of capital per transaction and have maturities of five to seven years. In determining whether a prospective investment satisfies our investment criteria, we generally seek a high total return potential on a risk-adjusted basis, although there can be no assurance we will find investments satisfying that criterion or that any such investments will perform in accordance with expectations.

Investment Terms

We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the company to achieve its business plan and improve its profitability.

Supervising

Supervision of our investments involves employing active monitoring methods; and developing strong underlying management teams at each portfolio company.

Monitoring

We employ the use of board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated monitoring reports to actively monitor performance. Additionally, we have developed a monitoring template that promotes compliance with these standards and that is used as a tool to assess investment performance relative to plan.



 

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Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan for our stockholders. This is an “opt in” dividend reinvestment plan. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted in” to our dividend reinvestment plan will receive cash dividends, rather than having their dividends automatically reinvested in additional shares of our common stock. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received their distributions in cash. See “Dividend Reinvestment Plan.”

Taxation

We have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-level federal income taxes on any income that we timely distribute to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. In addition, in order maintain our RIC tax treatment, we must timely distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. See “Tax Matters” in this prospectus.

We intend to timely distribute to our stockholders, for each taxable year, substantially all of our taxable income, except that we may in the future decide to retain some or all of our net capital gain for reinvestment and, depending on the level of taxable income earned in a particular year, we may choose not to distribute all of such taxable income and pay a non-deductible 4% federal excise tax on the undistributed income.

Use of Proceeds

We intend to use the net proceeds from the sale of our securities for investing in debt and equity securities, repayment of any outstanding indebtedness and other general corporate purposes. The supplement to this prospectus relating to an offering will more fully identify the use of proceeds from such offering.

Leverage

We borrow funds to make additional investments, and we have granted, and may in the future grant, a security interest in our assets to lenders in connection with any such borrowings, including any borrowings by any of our subsidiaries. We use this practice, which is known as “leverage,” to attempt to increase returns to our common stockholders. However, leverage involves significant risks. See “Risks” in the accompanying prospectus. With certain limited exceptions, we are currently allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. As of March 31, 2019, we had $228.8 million of borrowings outstanding. The amount of leverage that we employ will depend on our assessment of market and other factors at the time of any proposed borrowing.

Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur under the 1940 Act from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. Under the legislation, we are permitted to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval.

At our Annual Meeting of Stockholders on June 14, 2019, stockholders approved a proposal to reduce our asset coverage ratio to 150%. Such asset coverage ratio became effective on June 15, 2019. We are required to



 

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make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. We also must amend our Revolving Facility in order to increase our leverage, which requires lender consent.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources.”

Distributions

As a RIC, we are required to distribute annually to our stockholders at least 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. We are not subject to corporate level income taxation on income we timely distribute (or are deemed to distribute) to our stockholders. See “Tax Matters.” We intend to continue to make quarterly distributions to our common stockholders, however, we may not be able to maintain the current level of distribution payments. Our quarterly distributions, if any, will be determined by our board of directors. We pay regular quarterly distributions based upon an estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year.

We may issue preferred stock from time to time, although we have no immediate intention to do so. If we issue shares of preferred stock, holders of such preferred stock will be entitled to receive cash dividends at an annual rate that will be fixed or will vary for the successive dividend periods for each series. In general, the dividend periods for fixed rate preferred stock will be quarterly. To the extent we issue preferred stock, the payment of dividends to holders of our preferred stock will take priority over payment of distributions to our common stockholders. See “Description of Our Preferred Stock.”

Recent Developments

From April 1, 2019 through May 9, 2019, we made new investments totaling $2.0 million and follow-on investments of $11.6 million at a combined weighted average yield based upon cost at the time of the investment of 10.1%.

From April 1, 2019 through May 8, 2019, we repurchased 310,229 shares of common stock for a total cost of $2.1 million as part of our 10b5-1 Stock Repurchase Plan, which is the most recent information available to us as of the time at which the financial statements are issued. This brings our total number of shares repurchased since we began our 2019 10b-5 Stock Repurchase Program on March 11, 2019 to 508,712 shares at an aggregate cost of $3.4 million.

On April 2, 2019, we received proceeds of $24.7 million from the repayment of our first lien debt in Hart InterCivic, Inc at par.

On May 7, 2019, our board of directors declared a dividend of $0.21 per share payable on June 28, 2019 to stockholders of record at the close of business on June 14, 2019.

As a result of the stockholder approval at the June 2019 Annual Meeting of Stockholders of an amended and restated investment management agreement, we have accepted the Advisor’s proposal to pay the Advisor the lesser of the incentive fees that would be due and owing with respect to each such applicable quarter during the year ended December 31, 2020 (1) under the formula in place prior to January 1, 2018 and (2) the formula approved by the stockholders at the June 2019 annual stockholder meeting, for the 2020 Year. Therefore at the end of each quarter during the 2020 Year, we will calculate the incentive fee on net investment income owed by us to the Advisor based on each of these two formulas. If, at such applicable quarter end during the 2020 Year,



 

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the incentive fee for such quarter, as calculated based on the incentive fee calculation as set forth under the amended and restated investment management agreement, would be greater than the aggregate incentive fees for such quarter, as calculated based on the formula in place prior to January 1, 2018, the Advisor shall only be entitled to the lesser of those two amounts. Such waived fees shall be irrevocable and shall not be subject to recoupment.

Risks

Investing in our common stock may be speculative and involves certain risks relating to our structure and our investment objective that you should consider before deciding whether to invest. Certain of these risks are referenced below:

Capital markets are currently functional, but may experience periods of disruption and instability, which could have a negative impact on our business and operations.

There are numerous risks relating to our business, including credit losses on our investments, the risk of loss associated with leverage, illiquidity and valuation uncertainties in our investments, possible lack of appropriate investments, the lack of experience of our investment adviser and our dependence on such investment adviser.

There are also numerous risks relating to our investments, including the risky nature of the securities in which we invest, the subordinated nature of select investments, our potential lack of control over our portfolio companies, our limited ability to invest in public or foreign companies and the potential incentives in our investment adviser to invest more speculatively than it would if it did not have an opportunity to earn incentive fees. The inability of our portfolio companies to pay interest and principal when due may contribute to a reduction in the net value per share of our common stock, affect our ability to make distributions and service our contractual obligations, and may negatively impact the market price of shares of our common stock.

We also have various risks relating to our status as a BDC, including limitations on raising additional capital, failure to qualify as a BDC and loss of tax treatment as a RIC.

There are also risks relating to this offering, including volatility in our stock price and the anti-takeover effect of certain provisions in our certificate of incorporation. You may lose all or part of your investment in our securities.

See “Risks” beginning on page 20 of this prospectus for a more detailed discussion of these and other material risks you should carefully consider before deciding to invest in our common stock.

Certain Anti-Takeover Provisions

Our certificate of incorporation and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price for our common stock. See “Description of Our Capital Stock.”

General Information

Our principal executive offices are located at 100 Federal Street, 31st floor, Boston, MA 02110, and we can be reached by telephone at (800) 450-4424. We maintain a website on the Internet at www.THLCreditBDC.com. Information contained on or accessed through our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.



 

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We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. This information is available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the operation of the SEC’s public reference room by calling the SEC at 202-551-8090. In addition, the SEC maintains an Internet website, at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC.



 

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FEES AND EXPENSES

The following table is intended to assist you in understanding the various costs and expenses of the Company and its consolidated subsidiaries that an investor in our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you” or “us” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in the Company. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate the information included in this table and example to reflect the applicable sales load and applicable fees and expenses.

 

Stockholder Transaction Expenses

  

Sales Load (as a percentage of offering price)

     —   %(1) 

Offering Expenses (as a percentage of offering price)

     —   %(2) 

Dividend Reinvestment Plan Fees

     —   %(3) 

Debt Securities and/or Preferred Stock Offering Expenses Borne by Holders of Common Stock

     —   %(4) 
  

 

 

 

Total Stockholder Transaction Expenses (as a percentage of offering price)

     —   %(4) 
  

 

 

 

Annual Expenses (as a Percentage of Net Assets Attributable to Common Shares)(5)

  

Base Management Fees

     2.65 %(6) 

Incentive Fees Payable Under the Investment Management Agreement (20% of ordinary income and capital gains)

     0.00 %(7) 

Interest Payments on Borrowed Funds (including Cost of Servicing Debt Securities and/or Preferred Stock)

     5.11 %(8) 

Other Expenses

     2.06 %(9) 

Acquired Fund Fees and Expenses

     4.32 %(10) 

Total Annual Expenses

     14.14 %(11) 

 

(1)

In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load and the Example will be updated accordingly.

(2)

The related prospectus supplement will disclose the applicable offering expenses and total stockholder transaction expenses.

(3)

The expenses of the dividend reinvestment plan are included in “Other Expenses.” See “Dividend Reinvestment Plan.”

(4)

The prospectus supplement corresponding to each offering will disclose the applicable offering expenses and total stockholder transaction expenses. Although we have no definitive plans to do so at this time, we could determine, if market conditions are favorable and our board of directors determined that it was in the best interests of the Company and our stockholders, to issue debt securities. Accordingly, the amortization of capitalized deferred financing costs related to these debt securities will be included in the “Interest Payment on Borrowed Funds (including Cost of Servicing Debt Securities and/or Preferred Stock)” line item.

(5)

The consolidated net assets attributable to common shares used to calculate the percentages in this table is our net assets of $287.8 million as of March 31, 2019.

(6)

Our base management fee under the investment management agreement is based on our gross assets without deduction for any liabilities and is payable quarterly in arrears. See “The Advisor—Investment Management Agreement.” The management fee referenced in the table above is based upon the actual amounts incurred



 

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  during the three months ended March 31, 2019 annualized for a full year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial condition, liquidity and capital resources” and footnote 7 below. We do not expect to have significant expense accruals at the end of each quarter and accordingly do not expect our other liabilities will have an impact on our base management fee rate in relation to net assets attributable to our common stock.
(7)

Assumes incentive fees that would have been earned by the Advisor, excluding the impact of realized and unrealized losses in the portfolio, remain consistent for the three months ended March 31, 2019, annualized for a full year, before giving effect to the waiver described below. We did not accrue any capital gain incentive fees during the three months ended March 31, 2019. As we cannot predict whether we will meet the thresholds for incentive fees under the Investment Management Agreement, the incentive fees paid in subsequent periods, if any, may be substantially different than the fees incurred, excluding the impact of realized and unrealized losses in the portfolio, during the three months ended March 31, 2019. Our Advisor has agreed to waive the receipt of all incentive fees accrued for the period commencing on January 1, 2019 and ending on December 31, 2019. Such waived incentive fees shall not be subject to recoupment. For more detailed information about incentive fees payable to the Advisor under the terms of the Investment Management Agreement, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investment Management Agreement,” and Note 4 to our consolidated financial statements as of March 31, 2019.

(8)

We may borrow funds from time to time to make investments to the extent that the economic situation is conducive to doing so. The costs associated with our borrowings are indirectly borne by our common stockholders. Interest payments on borrowed funds represents interest expense and non-use commitment fees related to our $190.0 million revolving credit facility with ING Capital LLC, or the Revolving Facility, and amortization of deferred financing costs. Interest expense is calculated based upon $117.2 million outstanding on the Revolving Facility as of March 31, 2019 at a weighted average interest rate of 4.94% and amounts outstanding on our notes payable at an Interest rate of 6.75% on $60.0 million 2022 Notes and 6.13% on $51.6 million 2023 Notes as of March 31, 2019. Non-use commitment fees related to the Revolving Facility is based upon unused commitments as of March 31, 2019. Amortization of deferred financing costs is based upon actual amounts incurred during the three months ended March 31, 2019, annualized for a full year.

(9)

Other expenses include overhead expenses for the current fiscal year based on amounts incurred during the three months ended March 31, 2019 annualized for a full year, including payments under the administration agreement based on our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement. Other expenses also include income tax provision, excise and other taxes incurred during the three months ended March 31, 2019, annualized for a full year. The Administrator performs services under the Administration Agreement at cost. See “The Advisor—Administration Agreement.”

(10)

Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under section 3(a) of the Investment Company Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment Company Act (“Acquired Funds”). This amount includes the estimated annual fees and expenses of Gryphon Partners 3.5, L.P., Freeport Financial SBIC Fund LP and THL Credit Logan JV LLC, which are our only Acquired Funds as of March 31, 2019. Such fees and expenses are netted against distributions received by the Company. The Total Annual Expenses presented in this table do not correlate to the Ratio of Expenses to Average Net Assets provided in the Financial Highlights section of the notes to financial statements contained elsewhere in this Prospectus, which reflects our operating expenses and does not include Acquired Fund Fees and Expenses.

(11)

Total annual expenses as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses would be for a company that is not leveraged.



 

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Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above and have excluded performance-based incentive fees. See Note 8 above for additional information regarding certain assumptions regarding our level of leverage. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.

 

     1 Year      3 Years      5 Years      10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return (none of which is subject to a capital gains incentive fee)

   $ 148      $ 403      $ 610      $ 973  

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the investment management agreement, which, assuming a 5% annual return, would either not be payable or would have a de minimis effect, is not included in the example. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher. For example, if we assumed that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, which results in a capital gains incentive fee earned, the projected dollar amount of total cumulative expenses set forth in the above illustration and the capital gains incentive fee would be as follows:

 

     1 Year      3 Years      5 Years      10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return (all of which is subject to a capital gains incentive fee)

   $ 157      $ 423      $ 635      $ 995  

In addition, the example assumes no sales load. Also, while the example assumes reinvestment of all dividends at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date, which may be at, above or below net asset value. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.



 

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Senior Securities,” and the consolidated financial statements and related notes included elsewhere herein. Financial information is presented for the years ended December 31, 2018, 2017, 2016, 2015, and 2014 in thousands, except per share data. The Consolidated Statement of Operations and Per share data for the years ending December 31, 2018, 2017, 2016; and Consolidated Statement of Assets and Liabilities data as of December 31, 2018 and 2017 have been derived from our financial statements that were audited by our independent registered public accounting firm and are included in this prospectus. The Consolidated Statement of Operations and Per share data for the years ending December 31, 2015 and 2014 and the Consolidated Statement of Assets and Liabilities data as of December 31, 2016, 2015 and 2014 have been derived from our financial statements that were audited by our independent registered public accounting firm and are not included in this prospectus. The historical data are not necessarily indicative of results to be expected for any future period. The selected financial and other data for the three months ended March 31, 2019 and 2018 and other quarterly financial information is derived from our unaudited financial statements included in this prospectus, and in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim periods. Interim results as of and for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

 

    For the three
months ended
March 31,
    For the years ended December 31,  
    2019     2018     2018     2017     2016     2015     2014  

Statement of Operations data:

             

Total investment income

  $ 14,191     $ 16,688     $ 66,942     $ 78,773     $ 84,585     $ 94,195     $ 91,928  

Incentive fees

    —         —         1,696       3,185       4,461       11,894       11,184  

Base management fees

    1,910       2,319       9,006       10,389       10,998       11,825       11,142  

All other expenses

    5,500       5,418       22,802       26,128       24,271       23,147       20,372  

Incentive fee waiver

    —         —         (1,741     (811     —         —         —    

Income tax (benefit) provision and excise tax

    77       124       355       168       155       (243     1,040  

Net investment income

    6,704       8,827       34,824       39,714       44,700       47,572       48,190  

Net realized (loss) gain on investments, including foreign currency

    (1,972     (13,117     (32,565     (17,307     (38,849     190       (12,855

Net change in unrealized appreciation (depreciation) on investments, including foreign currency

    (4,645     10,910       (11,871     (31,606     11,141       (17,875     2,243  

Net change in unrealized appreciation (depreciation) attributable to non-controlling interests

    —         (247     (703     (13     140       —         —    

Provision for taxes on realized gain on investments

    —         —         —         (842     —         (8     (249

(Provision) benefit for taxes on unrealized gain on investments

    107       (32     (284     2,146       137       (1,226     (151

Interest rate derivative periodic interest payments, net

    —         —         —         (46     (276     (443     (458

Net change in unrealized appreciation (depreciation) on interest rate derivative

    —         —         —         50       156       7       71  

Net increase in net assets resulting from operations

    194       6,341       (10,599     (7,904     17,149       28,217       36,791  

Per share data:

             

Net asset value per common share attributable to THL Credit, Inc. at end of period

  $ 8.96     $ 10.44     $ 9.15     $ 10.51     $ 11.82     $ 12.58     $ 13.08  

Market price at end of period

    6.56       7.77       6.08       9.05       10.01       10.70       11.76  

Net investment income

    0.21       0.27       1.07       1.21       1.35       1.41       1.42  

Net realized (loss) gain on investments

    (0.06     (0.40     (1.00     (0.53     (1.17     0.01       (0.38

Provision for taxes on realized gain on investments

    —         —         —         (0.03     —         —         (0.01

Net change in unrealized appreciation (depreciation) on investments

    (0.14     0.33       (0.38     (0.96     0.33       (0.53     0.06  

Net change in unrealized appreciation (depreciation) on interest rate derivative

    —         —         —         —         —         —         —    

Benefit (provision) for taxes on unrealized gain on investments

    0.00       0.00       (0.01     0.07       0.01       (0.04     —    

Interest rate derivative periodic interest payments, net

    —         —         —         —         (0.01     (0.01     (0.01

Net increase in net assets resulting from operations

    0.01       0.20       (0.32     (0.24     0.51       0.84       1.08  

Distributions declared

    0.21       0.27       1.08       1.08       1.29       1.36       1.36  


 

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    For the three
months ended
March 31,
    As of December 31,  
    2019     2018     2018     2017     2016     2015     2014  

Consolidated Statement of Assets and Liabilities data at period end:

             

Total investments at fair value

  $ 497,564     $ 599,884     $ 493,653     $ 608,691     $ 669,203     $ 754,163     $ 784,220  

Cash

    2,510       3,250       6,860       3,617       6,376       3,850       2,656  

Other assets

    19,841       21,224       17,938       15,376       15,825       13,278       21,713  

Total assets

    519,915       624,358       518,451       627,684       691,404       771,291       808,589  

Loans payable, net

    117,224       168,757       107,657       167,317       181,655       256,749       293,028  

Notes payable, net

    108,265       107,179       108,067       107,015       106,347       81,809       47,927  

Other liabilities

    6,642       6,874       7,046       9,323       13,582       13,834       24,013  

Total liabilities

    232,131       282,810       222,770       283,655       301,584       352,392       364,968  

Total net assets attributable to THL Credit, Inc.

    287,784       341,092       295,681       343,327       389,105       418,899       443,621  

Net assets attributable to non-controlling interest

    —         456       —         702       715       —         —    

Total net assets

    287,784       341,548       295,681       344,029       389,820       418,899       443,621  

Total return based on market value

    11.35     (11.16 )%      (22.38 )%      1.14     5.76     2.41     (20.96 )% 

Total return based on average net asset value

    0.22     1.90     (2.66 )%      (1.95 )%      4.21     6.57     8.08

Other data:

             

Weighted average annual yield on debt and income-producing investments(1)(3)

    9.6     10.5     10.4     10.1     10.9     11.2     11.7

Weighted average annual yield on debt and income-producing investments including Logan JV(2)(3)

    9.9     11.0     10.7     10.7     11.2     11.3     11.7

Number of portfolio investments at year end

    44       45       42       47       47       55       60  

 

(1) 

Excludes yield on the Logan JV.

(2) 

Not relevant to the years ending December 31, 2014 or 2013 as Logan JV commenced operations on December 3, 2014.

(3) 

Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor. For information on our investments on non-accrual status, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset Quality” and the Schedule of Investments included in our financial statements.

Selected Quarterly Financial Data (Unaudited):

The tables below present selected financial data for the quarters within the last two fiscal years. The quarterly financial data presented has been derived from unaudited financial data which, in the opinion of management, presents fairly, in all material respects, the financial positions and results of operations of the Company.

 

Quarter Ended

  Investment
Income
    Net Investment
Income
    Net Change in
Unrealized
Appreciation
(Depreciation)
on Investments
    Net Realized
Gain (Loss) on
Investments, net
of taxes
    Provision for
taxes (benefit)
on unrealized
gain on
investments
    Net Increase
In Net
Assets From
Operations
 
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
 

March 31, 2019

  $ 14,191     $ 0.44     $ 6,704     $ 0.21     $ (4,645   $ (0.14   $ (1,972   $ (0.06   $ 107     $ —       $ 194     $ 0.01  

Quarter Ended

  Investment
Income
    Net Investment
Income
    Net Change in
Unrealized
Appreciation
(Depreciation)
on Investments
    Net Realized
Gain (Loss) on
Investments, net
of taxes
    Provision for
taxes (benefit)
on unrealized
gain on
investments
    Net Increase
In Net
Assets From
Operations
 
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
 

December 31, 2018

  $ 15,819     $ 0.49     $ 7,325     $ 0.23     $ (36,690   $ (1.13   $ 6,172     $ 0.19     $ 61     $ —       $ (23,132   $ (0.71

September 30, 2018

    16,078       0.50       8,573       0.27       (3,444     (0.10     (284     (0.01     (192     (0.01     4,653       0.15  

June 30, 2018

    18,357       0.57       10,099       0.31       16,897       0.52       (25,336     (0.78     (121     —         1,539       0.05  

March 31, 2018

    16,688       0.51       8,827       0.27       10,910       0.33       (13,117     (0.40     (32     —         6,341       0.19  

 



 

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Quarter Ended

  Investment
Income
    Net Investment
Income
    Net Change in
Unrealized
Appreciation
(Depreciation)
on Investments
    Net Realized
Gain (Loss) on
Investments, net
of taxes
    Net Realized/
Unrealized Gain
(Loss) on
Interest Rate
Derivative
    Provision for
taxes (benefit)
on unrealized
gain on
investments
    Net Increase
In Net
Assets From
Operations
 
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
    Total     Per
Share
 

December 31, 2017

  $ 18,583     $ 0.57     $ 8,720     $ 0.27     $ (32,139   $ (0.98   $ 4,991     $ 0.15     $ —       $ —       $ (116   $ —       $ (18,544   $ (0.56

September 30, 2017

    20,111       0.62       11,154       0.34       3,919       0.12       (11,325     (0.35     —         —         365       0.02       4,113       0.13  

June 30, 2017

    20,275       0.62       10,154       0.31       251       0.01       (10,876     (0.33     —         —         1,744       0.05       1,273       0.04  

March 31, 2017

    19,804       0.61       9,686       0.29       (3,650     (0.11     (939     (0.03     4       —         153       —         5,254       0.15  


 

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RISKS

Before you invest in our securities, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this prospectus, and any prospectus supplement accompanying this prospectus, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face, but they are the principal risks associated with an investment in us. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described below, together with those set forth in any prospectus supplement accompanying this prospectus, are the principal risk factors associated with an investment in our securities, as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

RISKS RELATED TO OUR BUSINESS

We may suffer credit losses.

Investment in middle market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession.

The lack of liquidity in our investments may adversely affect our business.

Our investments generally are made in private companies. Substantially all of these securities are subject to legal and other restrictions on resale or will be otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded our investments. Further, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or an affiliated manager have material non-public information regarding such portfolio company.

Our financial condition and results of operations depend on our ability to manage future growth effectively.

Our ability to achieve our investment objective depends on our ability to acquire suitable investments and monitor and administer those investments, which depends, in turn, on THL Credit Advisors ability to identify, invest in and monitor companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis is largely a function of the structuring of our investment process and the ability of our investment adviser to provide competent, attentive and efficient services to us. Our executive officers and the members of our investment adviser’s investment committee have substantial responsibilities in connection with their roles at THL Credit and with the other THL Credit funds, as well as responsibilities under the investment advisory and management agreement. They may also be called upon to provide significant managerial assistance to certain of our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order to grow, THL Credit Advisors will need to hire, train, supervise, manage and retain new employees. However, we cannot assure you that we will be able to do so effectively. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

In addition, as we grow, THL Credit Advisors may open up new offices in new geographic regions that may increase our direct operating expenses without corresponding revenue growth.

 

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We may experience fluctuations in our periodic operating results.

We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we acquire, the default rates on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

We are exposed to risks associated with changes in interest rates, including fluctuations in interest rates which could adversely affect our profitability.

General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities, and, accordingly, may have a material adverse effect on our investment objective and rate of return on investment capital. A portion of our income will depend upon the difference between the rate at which we borrow funds and the interest rate on the debt securities in which we invest. Because we will borrow money to make investments and may issue debt securities, preferred stock or other securities, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities, preferred stock or other securities and the rate at which we invest these funds. Typically, we anticipate that our interest earning investments will accrue and pay interest at both variable and fixed rates, and that our interest-bearing liabilities will accrue interest at variable and fixed rates. The benchmarks used to determine the floating rates earned on our interest earning investments are London Interbank Offered Rate, or LIBOR, and Canadian Dollar Offer Rate, or CDOR, with maturities that range between one and twelve months and alternate base rate, or ABR, (commonly based on the Prime Rate or the Federal Funds Rate), with no fixed maturity date. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We use a combination of equity and long-term and short-term borrowings to finance our investment activities.

A significant increase in market interest rates could harm our ability to attract new portfolio companies and originate new loans and investments. We expect that a majority of our investments in debt will continue to be at floating rates with a floor. However, in the event that we make investments in debt at variable rates, a significant increase in market interest rates could also result in an increase in our non-performing assets and a decrease in the value of our portfolio because our floating-rate loan portfolio companies may be unable to meet higher payment obligations. In periods of rising interest rates, our cost of funds would increase, resulting in a decrease in our net investment income. In addition, a decrease in interest rates may reduce net income, because new investments may be made at lower rates despite the increased demand for our capital that the decrease in interest rates may produce. We may, but will not be required to, hedge against the risk of adverse movement in interest rates in our short-term and long-term borrowings relative to our portfolio of assets. If we engage in hedging activities, it may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, and results of operations.

A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to our pre-incentive fee net investment income.

Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.

If we fail to continue to qualify as a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility and could significantly increase our costs of doing business. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us.

 

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There will be uncertainty as to the value of our portfolio investments.

A large percentage of our portfolio investments are in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities on a quarterly basis in accordance with our valuation policy, which is at all times consistent with U.S. generally accepted accounting policies (“GAAP”). Our board of directors utilizes the services of third-party valuation firms to aid it in determining the fair value of these securities. The board of directors discusses valuations and determines the fair value in good faith based on the input of our investment adviser and the respective third-party valuation firms. See “Critical Accounting Policies—Valuation of Portfolio Investments.” The factors that may be considered in fair value pricing our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparisons to publicly traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

Because we have substantial indebtedness, there could be increased risk in investing in our company.

Lenders have fixed dollar claims on our assets that are superior to the claims of stockholders, and we have granted, and may in the future grant, lenders a security interest in our assets in connection with borrowings. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more than it otherwise would have had we not leveraged.

Conversely, if the value of our assets decreases, leveraging would cause the net asset value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on common stock. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. We and, indirectly, our stockholders will bear the cost associated with our leverage activity.

As of March 31, 2019, there was $190.0 million of commitments under the Revolving Facility, of which $117.2 million was funded.

The Revolving Facility has a maturity date of December 2022 (with a one year term out period beginning in December 2021). The one year term out period is the one year period between the revolver termination date, or the end of the availability period, and the maturity date. During this time, we are required to make mandatory prepayments on our loans from the proceeds we receive from the sale of assets, extraordinary receipts, returns of capital or the issuances of equity or debt. The Revolving Facility includes an accordion feature permitting us to expand the commitments, if certain conditions are satisfied; provided, however, that the aggregate amount is capped at $500.0 million. ING serves as administrative agent, lead arranger and bookrunner under the Revolving Facility.

On November 18, 2014, we closed a public offering of $50.0 million in aggregate principal amount of 6.75% notes, or the 2021 Notes, which included the subsequent exercise of an overallotment. The 2021 Notes bore interest at a rate of 6.75% per year. In 2018 we repaid the 2021 Notes, and they are no longer outstanding.

 

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On December 14, 2015 and November 21, 2016, we closed public offerings of $35.0 million and $25.0 million, respectively, in aggregate principal amount of 6.75% notes, or the 2022 Notes, which included the subsequent exercise of an overallotment. The 2022 Notes mature on December 30, 2022, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after December 30, 2018. The 2022 Notes bear interest at a rate of 6.75% per year.

In October 2018, we completed a public offering of $51.6 million in aggregate principal amount of 6.125% notes due 2023, or the 2023 Notes, which included the subsequent exercise of an overallotment. The 2023 Notes mature on October 30, 2023, and may be redeemed in whole or in part at any time or from time to time at our option on or after October 30, 2021. The 2023 Notes bear interest at a rate of 6.125% per year.

The 2022 Notes and 2023 Notes are collectively referred to as the Notes. The 2021 Notes are included and the 2023 Notes are excluded under the definition for the prior years presented.

As a BDC, generally we are not permitted to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 150%, i.e., the amount of debt may not exceed 50% of the value of our assets. In addition, we may not be permitted to declare any cash dividend or other distribution on our outstanding common shares, or purchase any such shares, unless, at the time of such declaration or purchase, we have asset coverage of at least 150% after deducting the amount of such dividend, distribution, or purchase price. If this ratio declines below 150%, we may not be able to incur additional debt and may need to sell a portion of our investments to repay some debt when it is disadvantageous to do so, and we may not be able to make distributions. As of March 31, 2019, there was $117.2 million of borrowings outstanding under the Revolving Facility and $111.6 million outstanding on the Notes at a weighted average interest rate of 5.68% per annum. As of March 31, 2019, our asset coverage ratio was over 200%.

The following table is designed to illustrate the effect on the return to a holder of our common stock on the leverage created by our use of borrowing at March 31, 2019 of $228.8 million at an average interest rate of 5.68%, and assuming hypothetical annual returns on our portfolio of minus 10 to plus 10 percent. The table also assumes that we maintain a constant level of leverage and a constant weighted average interest rate. The amount of leverage we use will vary from time to time. As can be seen, leverage generally increases the return to stockholders when the portfolio return is positive and decreases return to stockholders when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table below.

 

Assumed return on portfolio (net of expenses)(1)

     (10.00%)        (5.00%)        0.00%        5.00%        10.00%  

Corresponding return to common stockholders(2)

     (22.53)%        (13.52)%        (4.52)%        4.49%        13.50%  

 

(1)

The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual performance.

(2)

In order to compute the “corresponding return to common stockholders”, the “assumed return on portfolio” is multiplied by the total value of net assets attributable to THL Credit, Inc. at the beginning of the period ($518.5 million as of December 31, 2018) to obtain an assumed return to us. From this amount, all interest expense expected to be accrued during the period ($13.0 million) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of the end of the period ($287.8 million) to determine the “corresponding return to common stockholders.”

This example is for illustrative purposes only, and actual interest rates on our Facility borrowing are likely to fluctuate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital resources—Credit Facility” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital resources—Notes” for additional information about the Facilities and Notes.

 

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We may default under the Revolving Facility or any future borrowing facility we enter into or be unable to amend, repay or refinance any such facility on commercially reasonable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As of March 31, 2019, all of our assets were pledged as collateral under the Revolving Facility. In the event we default under the Revolving Facility or any other future borrowing facility, our business could be adversely affected as we may be forced to sell all or a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under the Revolving Facility or such future borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under the Revolving Facility or such future borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Moreover, such deleveraging of our company could significantly impair our ability to effectively operate our business in the manner in which we have historically operated. As a result, we could be forced to curtail or cease new investment activities and lower or eliminate the dividends that we have historically paid to our stockholders.

We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in us in the same way as our borrowings.

Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.

Our use of borrowed funds to make investments exposes us to risks typically associated with leverage.

We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result:

 

   

our common shares would be exposed to incremental risk of loss; therefore, a decrease in the value of our investments would have a greater negative impact on the value of our common shares than if we did not use leverage;

 

   

any depreciation in the value of our assets may magnify losses associated with an investment and could totally eliminate the value of an asset to us;

 

   

if we do not appropriately match the assets and liabilities of our business and interest or dividend rates on such assets and liabilities, adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;

 

   

our ability to pay dividends on our common stock may be restricted if our asset coverage ratio, as currently provided in the 1940 Act, is not at least 200%, and any amounts used to service indebtedness or preferred stock would not be available for such dividends;

 

   

any credit facility would be subject to periodic renewal by our lenders, whose continued participation cannot be guaranteed;

 

   

such securities would be governed by an indenture or other instrument containing covenants restricting our operating flexibility or affecting our investment or operating policies, and may require us to pledge assets or provide other security for such indebtedness;

 

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we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on such securities;

 

   

if we issue preferred stock, the special voting rights and preferences of preferred stockholders may result in such stockholders’ having interests that are not aligned with the interests of our common stockholders, and the rights of our preferred stockholders to dividends and liquidation preferences will be senior to the rights of our common stockholders;

 

   

any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common shares; and

 

   

any custodial relationships associated with our use of leverage would conform to the requirements of the 1940 Act, and no creditor would have veto power over our investment policies, strategies, objectives or decisions except in an event of default or if our asset coverage was less than 150%.

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage ratio equals at least 150% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test and we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our senior securities at a time when such sales may be disadvantageous.

Recent legislation may allow us to incur additional leverage.

Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur under the 1940 Act from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. Under the legislation, we are permitted to to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. At our Annual Meeting of Stockholders on June 14, 2019, stockholders approved a proposal to reduce our asset coverage ratio to 150%. Such asset coverage ratio became effective on June 15, 2019.

We are required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. We also must amend our Revolving Facility in order to increase our leverage, which requires lender consent. See “Regulation” for a discussion of BDC regulation and other regulatory considerations.

Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. We are also subject to asset coverage requirements for total borrowings under our Revolving Facility. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique. See “Risk Factors—Risks Related to Our Business and Structure—Because we borrow money, the potential for loss on amounts invested in us is magnified and may increase the risk of investing in us.”

To the extent original issue discount and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.

Our investments may include original issue discount, or OID, instruments or instruments with PIK interest, which represents contractual interest added to a loan balance and due at the end of such loan’s term. To the extent

 

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OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash. Such risks include:

 

   

The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID and PIK instruments generally represent a significantly higher credit risk than coupon loans.

 

   

Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

 

   

OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash distributions.

 

   

For accounting purposes, any cash distributions to stockholders representing OID and PIK income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by reporting it as a return of capital.

 

   

PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the incentive fees payable to the Advisor. Similarly, all things being equal, the deferral associated with PIK interest also decreases the loan-to-value ratio at a compounding rate.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For federal income tax purposes, we may include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with making a loan, or possibly in other circumstances, or PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of PIK arrangements are included in income before we receive any corresponding cash payments. In addition, the PIK interest of many subordinated loans effectively operates as negative amortization of loan principal, thereby increasing credit risk exposure over the life of the loan because more will be owed at the end of the term of the loan than was owed when the loan was initially originated. We also may be required to include in income certain other amounts that we do not receive in cash.

Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the tax requirement to distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to maintain our tax treatment as a RIC. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements.

We may pay an incentive fee on income we do not receive in cash.

That part of the incentive fee payable by us that relates to our net investment income is computed on income that may include interest and other fee income that has been accrued but not yet received in cash. If a portfolio company defaults on a loan, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible. Consequently, while we may make incentive fee payments on income accruals that we may not collect in the future and with respect to which we do not have a formal clawback right against our investment adviser per se, the amount of accrued income written off in any period will reduce the income in the period in which such write-off was taken and thereby reduce such period’s incentive fee payment, but only to the extent that such an incentive fee is payable for that period because the write-off will not be carried forward to reduce any incentive fee payable in subsequent quarters.

 

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The portion of incentive fee that are attributable to deferred interest (sometimes referred to as payment in-kind interest, or PIK) will be paid to our Advisor, together with interest thereon from the date of deferral to the date of payment, only if and to the extent we actually receive such interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual.

The highly competitive market in which we operate may limit our investment opportunities.

A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial and investment banks, CLO funds, commercial finance companies, and, to the extent they provide an alternative form of financing, private equity and hedge funds. Additionally, because competition for investment opportunities generally has increased among alternative investment vehicles such as hedge funds, entities have begun to invest in areas in which they had not traditionally invested. As a result of these new entrants, competition for investment opportunities intensified in recent years and may intensify further in the future. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC and that the Code imposes on us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective.

With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that are lower than the rates we offer. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. We may also compete for investment opportunities with investment funds, accounts and investment vehicles managed by THL Credit Advisors. Although THL Credit Advisors will allocate opportunities in accordance with its policies and procedures, allocations to such investment funds, accounts and investment vehicles will reduce the amount and frequency of opportunities available to us and may not be in the best interests of us and our stockholders.

We are dependent upon senior management personnel of our investment adviser for our future success, and if our investment adviser is unable to retain qualified personnel or if our investment adviser loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed.

We depend on the members of senior management of THL Credit Advisors, particularly the members of the investment committee of THL Credit Advisors’ direct lending platform, or the Investment Committee Members. The Investment Committee Members and other investment professionals make up our investment team and are responsible for the identification, final selection, structuring, closing and monitoring of our investments. These Investment Committee Members have critical industry experience and relationships that we will rely on to implement our business plan. Our future success depends on the continued service of the investment adviser’s senior management team. The departure of any of the members of THL Credit Advisors’ senior management or a significant number of the Investment Committee Members could have a material adverse effect on our ability to achieve our investment objective. As a result, we may not be able to operate our business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer. In addition, we can offer no assurance that THL Credit Advisors will remain our investment adviser or our administrator.

 

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Our investment adviser has the right to resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our business, financial condition and results of operations.

THL Credit Advisors has the right, under our investment management agreement, to resign at any time upon not more than 60 days’ written notice, whether we have found a new replacement or not. If our investment adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our investment adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition and results of operations.

Because we expect to distribute substantially all of our net investment income and net realized capital gains to our stockholders, we will need additional capital to finance our growth and such capital may not be available on favorable terms or at all.

We have elected to be taxed for federal income tax purposes as a RIC under Subchapter M of the Code. If we meet certain requirements, including source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue to qualify for tax treatment as a RIC under the Code and will not have to pay corporate-level income taxes on income we distribute to our stockholders as dividends, allowing us to substantially reduce or eliminate our corporate-level income tax liability. As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we may issue in the future, of at least 200% at the time we issue any debt or preferred stock. This requirement limits the amount that we may borrow. Because we will continue to need capital to grow our investment portfolio, this limitation may prevent us from incurring debt or preferred stock and require us to raise additional equity at a time when it may be disadvantageous to do so. We cannot assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financings may be restricted by the terms of any of our outstanding borrowings. In addition, as a BDC, we are generally not permitted to issue common stock priced below net asset value without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease new lending and investment activities, and our net asset value could decline.

Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results or value of our stock. Nevertheless, the effects could adversely affect our business and impact our ability to make distributions and cause you to lose all or part of your investment.

Our investment adviser and its affiliates, senior management and employees have certain conflicts of interest.

Our investment adviser, its senior management and employees serve or may serve as investment advisers, officers, directors or principals of entities that operate in the same or a related line of business. For example, THL

 

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Credit Advisors serves as investment adviser to one or more private funds and registered closed-end funds. In addition, our officers may serve in similar capacities for one or more registered closed-end funds. Accordingly, these individuals may have obligations to investors in those entities or funds, the fulfillment of which might not be in our best interests or the best interests of our stockholders. In addition, certain of the personnel employed by our investment adviser or focused on our business may change in ways that are detrimental to our business. Any affiliated investment vehicle formed in the future and managed by THL Credit Advisors or its affiliates may invest in asset classes similar to those targeted by us. As a result, THL Credit Advisors may face conflicts in allocating investment opportunities between us and such other entities. Although THL Credit Advisors will endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in such investments. In certain circumstances, negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. The SEC has granted us the Order we sought in an exemptive application that expands our ability to co-invest in portfolio companies with Affiliated Funds and, subject to certain conditions, THL Proprietary Accounts in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions to the Order. Pursuant to the Order, we are permitted to co-invest with Affiliated Funds and/or THL Proprietary Accounts if, among other things, a “required majority” (as defined in Section 57 (o) of the 1940 Act) or our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

Our base management fee may encourage our investment adviser to induce the Company to incur leverage.

Our base management fee is calculated on the basis of our total assets, including assets acquired with the proceeds of leverage. This may encourage the Advisor, on behalf of the Company, to use leverage to increase the aggregate amount of and the return on our investments, even when it may not be appropriate to do so, and to refrain from delevering when it would otherwise be appropriate to do so. Under certain circumstances, the use of increased leverage may increase the likelihood of default, which would impair the value of our common stock. Given the subjective nature of the investment decisions made by our investment adviser on our behalf, we will not be able to monitor this conflict of interest.

Our incentive fee may induce our investment adviser to make certain investments, including speculative investments.

The incentive fee payable by us to THL Credit Advisors may create an incentive for THL Credit Advisors to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to THL Credit Advisors is determined, which is calculated separately in two components as a percentage of the interest and other ordinary income in excess of a quarterly minimum hurdle rate and as a percentage of the realized gain on invested capital, may encourage our THL Credit Advisors to use leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or warrants representing rights to purchase our common stock or securities convertible into our common stock. In addition, THL Credit Advisors receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike the portion of the incentive fee based on ordinary income, there is no minimum level of gain applicable to the portion of the incentive fee based on net capital gains. As a result, THL Credit Advisors may have an incentive to invest more in investments that are likely to result in capital gains as compared to income producing securities or to advance or delay realizing a gain in order to enhance its incentive fee. This practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result

 

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in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to our pre-incentive fee net investment income.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain obligated to pay management and incentive fees to THL Credit Advisors with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our common stockholders will bear his or her share of the management and incentive fee of THL Credit Advisors as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest.

We may be obligated to pay our investment adviser incentive compensation payments even if we have incurred unrecovered cumulative losses from more than three years prior to such payments and may pay more than 17.5% commencing January 1, 2020 of our net capital gains as incentive compensation payments because we cannot recover payments made in previous years.

Our investment adviser will be entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation) above a threshold return for that quarter and subject to a total return requirement. The general effect of this total return requirement is to prevent payment of the foregoing incentive compensation except to the extent 17.5% commencing January 1, 2020 of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. Consequently, we may pay an incentive fee if we incurred losses more than three years prior to the current calendar quarter even if such losses have not yet been recovered in full. Thus, we may be required to pay our investment adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter. If we pay an incentive fee of 17.5% commencing January 1, 2020 of our realized capital gains (net of all realized capital losses and unrealized capital depreciation on a cumulative basis) and thereafter experience additional realized capital losses or unrealized capital depreciation, we will not be able to recover any portion of the incentive fee previously paid. See “The Advisor—Investment Management Agreement.”

Our Advisor has agreed to waive the receipt of all incentive fees accrued for the period commencing on January 1, 2019 and ending on December 31, 2019. Such waived incentive fees shall not be subject to recoupment. For more detailed information about incentive fees payable to the Advisor under the terms of the Investment Management Agreement, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investment Management Agreement,” and Note 4 to our consolidated financial statements as of December 31, 2018.

We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to make pay dividends.

Our business is dependent on our and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

 

   

sudden electrical or telecommunications outages;

 

   

natural disasters such as earthquakes, tornadoes and hurricanes;

 

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disease pandemics;

 

   

events arising from local or larger scale political or social matters, including terrorist acts; and

 

   

cyber-attacks.

These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to pay dividends to our stockholders.

The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.

The occurrence of a disaster such as a cyber attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems could be subject to cyber attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

RISKS RELATED TO OUR INVESTMENTS

Our investments in prospective private and middle market portfolio companies are risky, and we could lose all or part of our investment.

Investment in private and middle market companies involves a number of significant risks. Generally, little public information exists about these companies, and we are required to rely on the ability of THL Credit Advisors’ investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Middle market companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle market companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Middle market companies also generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies.

 

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Our investments in lower credit quality obligations are risky and highly speculative, and we could lose all or part of our investment.

Most of our debt investments are likely to be in lower grade obligations. The lower grade investments in which we invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but determined by the Advisor to be of comparable quality. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The debt in which we invest typically is not rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any rating, as well as debt that has not been rated by any nationally recognized statistical rating organization.

Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade securities. For these reasons, your investment in our company is subject to the following specific risks: increased price sensitivity to a deteriorating economic environment; greater risk of loss due to default or declining credit quality; adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative perception could last for a significant period of time.

We invest primarily in debt and equity securities of middle market companies and we may not realize gains from our equity investments.

Our investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies. We are a direct lender to middle market companies that invests primarily in directly originated first lien senior secured and second lien loans, including unitranche investments. In certain instances, we make subordinated debt investments, which may include an associated equity component such as warrants, preferred stock or similar securities, and direct equity co-investments. We may also provide advisory services to managed funds.

Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

We do not generally intend to take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.

 

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Our portfolio companies may be highly leveraged.

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We have invested a portion of our capital in second lien and subordinated loans and the “last-out” tranche of unitranche loans issued by our portfolio companies and intend to continue to do so in the future. The portfolio companies usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under the debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. In addition, we have made in the past, and may make in the future, unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing certain loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements or agreements among lenders. Under these agreements, we may forfeit certain rights with respect to the collateral to holders with prior claims. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of those enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and certain rights to receive interest and certain amortization payments that would be allocated to other lenders under the credit facility. We may not have the ability to control or direct such actions, even if as a result our rights as lenders are adversely affected.

 

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The interest rates of our floating-rate loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes

LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in floating-rate loans we extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next several years. As a result of this transition, interest rates on financial instruments tied to LIBOR rates, as well as the revenue and expenses associated with those financial instruments, may be adversely affected. Further, any uncertainty regarding the continued use and reliability of LIBOR as a benchmark interest rate could adversely affect the value of our financial instruments tied to LIBOR rates. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a questions and the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have a material adverse effect on our business, result of operations, financial condition, and unit price.

Economic downturns or recessions could impair the value of the collateral for our loans to our portfolio companies and consequently increase the possibility of an adverse effect on our financial condition and results of operations.

Many of our portfolio companies are susceptible to economic recessions and may be unable to repay our loans during such periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during such periods. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments.

Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of the portfolio company’s loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if a portfolio company goes bankrupt, even though we may have structured our investment as mezzanine debt, or senior secured debt, depending on the facts and circumstances, including the extent to which we actually provided significant “managerial assistance,” if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. These events could harm our financial condition and operating results.

 

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We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we sometimes make loans that are unsecured, where other lenders may be directly secured by the assets of the same portfolio company. In the event of a default or an enforcement action against the assets of the portfolio company that constitute collateral for such other lenders, those collateralized lenders would have priority over us with respect to the proceeds of a sale of such underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.

In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to equitable subordination. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment in full. Where debt senior to our loan exists, the presence of intercreditor arrangements may limit our ability to amend our loan documents, assign our loans to affiliates of the portfolio company, accept prepayments, exercise our remedies (through “standstill” periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer losses.

If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.

We may be exposed to special risks associated with bankruptcy cases.

One or more of our portfolio companies may be involved in bankruptcy or other reorganization or liquidation proceedings. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, we cannot assure you that a bankruptcy court would not approve actions that may be contrary to our interests. There also are instances where creditors can lose their ranking and priority if they are considered to have taken over management of a borrower.

To the extent that portfolio companies in which we have invested through a unitranche facility are involved in bankruptcy proceedings, the outcome of such proceedings may be uncertain. For example, it is unclear whether a bankruptcy court would enforce an agreement among lenders which sets the priority of payments among unitranche lenders. In such a case, the “first out” lenders in the unitranche facility may not receive the same degree of protection as they would if the agreement among lenders was enforced.

The reorganization of a company can involve substantial legal, professional and administrative costs to a lender and the borrower. It is subject to unpredictable and lengthy delays and during the process a company’s competitive position may erode, key management may depart and a company may not be able to invest adequately. In some cases, the debtor company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value.

 

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In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. For example, we could become subject to a lender liability claim (alleging that we misused our influence on the borrower for the benefit of its lenders), if, among other things, the borrower requests significant managerial assistance from us and we provide that assistance. To the extent we and an affiliate both hold investments in the same portfolio company that are of a different character, we may also face restrictions on our ability to become actively involved in the event that such portfolio company becomes distressed as a result of the restrictions imposed on transactions involving affiliates under the 1940 Act. In such cases, we may be unable to exercise rights we may otherwise have to protect our interests as security holders in such portfolio company.

Our loans could be subject to equitable subordination by a court which would increase our risk of loss with respect to such loans.

Courts may apply the doctrine of equitable subordination to subordinate the claim or lien of a lender against a borrower to claims or liens of other creditors of the borrower, when the lender or its affiliates is found to have engaged in unfair, inequitable or fraudulent conduct. The courts have also applied the doctrine of equitable subordination when a lender or its affiliates is found to have exerted inappropriate control over a client, including control resulting from the ownership of equity interests in a client. We have made or received through restructuring direct equity investments or received warrants in connection with loans representing approximately 8.5% of the aggregate amortized cost basis of our portfolio as of March 31, 2019. Payments on one or more of our loans, particularly a loan to a client in which we also hold an equity interest, may be subject to claims of equitable subordination. If we were deemed to have the ability to control or otherwise exercise influence over the business and affairs of one or more of our portfolio companies resulting in economic hardship to other creditors of that company, this control or influence may constitute grounds for equitable subordination and a court may treat one or more of our loans as if it were unsecured or common equity in the portfolio company. In that case, if the portfolio company were to liquidate, we would be entitled to repayment of our loan on a pro-rata basis with other unsecured debt or, if the effect of subordination was to place us at the level of common equity, then on an equal basis with other holders of the portfolio company’s common equity only after all of its obligations relating to its debt and preferred securities had been satisfied.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; (3) attempt to preserve or enhance the value of our initial investment; or (4) to finance an acquisition or other material transaction. We have the discretion to make any follow-on investments, subject to the availability of capital resources. We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by compliance with BDC requirements or because we desire to maintain our tax status. In addition, our ability to make follow-on investments may also be limited by THL Credit Advisors’ allocation policy. We may also make follow on investments that exceed our target hold size because other co-investing funds may not have available capital.

Our ability to invest in public companies may be limited in certain circumstances.

To maintain our status as a BDC, we are not permitted to acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying

 

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assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as a qualifying asset only if such issuer has a market capitalization that is less than $250 million at the time of such investment and meets the other specified requirements.

Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies in order to provide diversification or to complement our U.S. investments although we are required generally to invest at least 70% of our assets in companies organized and having their principal place of business within the U.S. and its possessions. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks many be more pronounced for portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed.

Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our profitability.

Hedging transactions may expose us to additional risks.

While we may enter into transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek or be able to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

We may incur greater risk with respect to investments we acquire through assignments or participations of interests.

Although we originate a substantial portion of our loans, we may acquire loans through assignments or participations of interests in such loans. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to such debt obligation. However, the purchaser’s rights can be more restricted than those of the assigning institution, and we may not be able to unilaterally enforce all rights and remedies under an assigned debt obligation and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the interest and not directly with the borrower. Sellers of participations typically include banks,

 

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broker-dealers, other financial institutions and lending institutions. In purchasing participations, we generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and we may not directly benefit from the collateral supporting the debt obligation in which we have purchased the participation. As a result, we will be exposed to the credit risk of both the borrower and the institution selling the participation. In addition, to the extent that the lead institution fails and any borrower collateral is used to reduce the balance of a participated loan, we will be regarded as a creditor of the lead institution and will not benefit from the exercise of any set-off rights by the lead institution or its receiver. Further, in purchasing participations in lending syndicates, we will not be able to conduct the same level of due diligence on a borrower or the quality of the loan with respect to which we are buying a participation as we would conduct if we were investing directly in the loan. This difference may result in us being exposed to greater credit or fraud risk with respect to such loans than we expected when initially purchasing the participation.

Cyclicality within the energy sector may adversely affect some of our portfolio companies.

Industries within the energy sector are cyclical with fluctuations in commodity prices and demand for, and production of commodities driven by a variety of factors. The highly cyclical nature of the industries within the energy sector may lead to volatile changes in commodity prices, which may adversely affect the earnings of energy companies in which we may invest and the performance and valuation of our portfolio.

Changes in healthcare laws and other regulations applicable to some of our portfolio companies’ businesses may constrain their ability to offer their products and services.

Changes in healthcare or other laws and regulations applicable to the businesses of some of our portfolio companies may occur that could increase their compliance and other costs of doing business, require significant systems enhancements, or render their products or services less profitable or obsolete, any of which could have a material adverse effect on their results of operations. There has also been an increased political and regulatory focus on healthcare laws in recent years, and new legislation could have a material effect on the business and operations of some of our portfolio companies.

Our investments in the consumer products and services sector are subject to various risks including cyclical risks associated with the overall economy.

General risks of companies in the consumer products and services sector include cyclicality of revenues and earnings, economic recession, currency fluctuations, changing consumer tastes, extensive competition, product liability litigation and increased government regulation. Generally, spending on consumer products and services is affected by the health of consumers. Companies in the consumer products and services sectors are subject to government regulation affecting the permissibility of using various food additives and production methods, which regulations could affect company profitability. A weak economy and its effect on consumer spending would adversely affect companies in the consumer products and services sector.

Our investments in technology companies are subject to many risks, including volatility, intense competition, shortened product life cycles, litigation risk and periodic downturn.

We have invested and will continue investing in technology companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns. The revenues, income (or losses), and valuations of technology-related companies can and often do fluctuate suddenly and dramatically. In addition, technology-related markets are generally characterized by abrupt business cycles and intense competition, where the leading companies in any particular category may hold a highly concentrated percentage of the overall market share. Therefore, our portfolio companies may face considerably more risk of loss than do companies in other industry sectors.

 

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Because of rapid technological change, the selling prices of products and services provided by technology related companies have historically decreased over their productive lives. As a result, the selling prices of products and services offered by technology-related companies may decrease over time, which could adversely affect their operating results, their ability to meet obligations under their debt securities and the value of their equity securities. This could, in turn, materially adversely affect the value of the technology-related companies in our portfolio.

Our equity ownership in a portfolio company may represent a control investment. Our ability to exit a control investment may be limited.

We currently have, and may acquire in the future, control investments in portfolio companies. Our ability to divest ourselves from a debt or equity investment in a controlled portfolio company could be restricted due to illiquidity in a private stock, limited trading volume on a public company’s stock, inside information on a company’s performance, insider blackout periods, or other factors that could prohibit us from disposing of the investment as we would if it were not a control investment. Additionally, we may choose not to take certain actions to protect a debt investment in a control investment portfolio company. As a result, we could be limited in our ability to exit a control investment at an ideal time, which could diminish the value we are able to receive upon exiting such control investment.

RISKS IN THE CURRENT ENVIRONMENT

Capital markets may experience periods of disruption and instability and we cannot predict when these conditions will occur. Such market conditions could materially and adversely affect debt and equity capital markets in the United States and abroad, which could have a negative impact on our business, financial condition and results of operations.

The U.S. and global capital markets have historically experienced extreme volatility and disruption during the economic downturns, in particular the extended recession that began in mid-2007, and more recently the softening in the market since late 2018. Political events, such as the June 2016 referendum in the United Kingdom in which voters approved an exit from the European Union, have also negatively impacted the market and future implications of such events still remain unclear. These market and economic disruptions affected, and these and other similar market and economic disruptions may in the future affect, the U.S. capital markets, which could adversely affect our business, that of our portfolio companies and the broader financial and credit markets and may reduce the availability of debt and equity capital for the market as a whole and to financial firms, in particular. At various times, these disruptions resulted in, and may in the future result in, a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the repricing of credit risk. These conditions may reoccur for a prolonged period of time or materially worsen in the future, including as a result of U.S. government shutdowns, further downgrades to the U.S. government’s sovereign credit rating, or the perceived credit worthiness of the United States or other large global economies. Unfavorable economic conditions, including future recessions, also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of loans we originate and/or fund, adversely affect the value of our portfolio investments or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

There has been on-going discussion and commentary regarding potential significant changes to United States trade policies, treaties and tariffs. The current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade

 

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policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

The United Kingdom referendum decision to leave the European Union may create significant risks and uncertainty for global markets and our investments.

The results of the United Kingdom referendum to leave the European Union has led to volatility in global financial markets, and in particular in the markets of the United Kingdom and across Europe, and may also lead to weakening in consumer, corporate and financial confidence in the United Kingdom and Europe. The extent and process by which the United Kingdom will exit the European Union, and the longer term economic, legal, political and social framework to be put in place between the United Kingdom and the European Union are unclear at this stage and are likely to lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European markets for some time. In particular, the decision made in the United Kingdom referendum may lead to a call for similar referenda in other European jurisdictions which may cause increased economic volatility and uncertainty in the European and global markets. This volatility and uncertainty may have an adverse effect on the economy generally and on our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive returns.

In particular, currency volatility may mean that our returns and the returns of our portfolio companies will be adversely affected by market movements and may make it more difficult, or more expensive, for us to implement appropriate currency hedging. Potential declines in the value of the British Pound and/or the euro against other currencies, along with the potential downgrading of the United Kingdom’s sovereign credit rating, may also have an impact on the performance of any of our portfolio companies located in the United Kingdom or Europe.

Legislative tax reform may have a negative effect.

Legislative or other actions relating to taxes could have a negative effect on the Company. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, the Internal Revenue Service and the U.S. Treasury Department. In December 2017, the U.S. House of Representatives and U.S. Senate passed tax reform legislation, which was signed by the President. Such legislation made many changes to the Code, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect the Company, investors, or the Company’s portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect the Company’s ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to the Company and its investors of such qualification, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in the Company’s securities.

RISKS RELATED TO OUR OPERATIONS AS A BDC

Our ability to enter into transactions with our affiliates will be restricted.

Because we have elected to be treated as a BDC under the 1940 Act, we are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of our independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, 5% or more of

 

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our outstanding voting securities will be our affiliate for purposes of the 1940 Act and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our independent directors and, in some cases, of the SEC. The Staff has granted us relief pursuant to the Order. Pursuant to the Order, we are permitted to co-invest with Affiliated Funds and/or THL Proprietary Accounts if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objectives and strategies. We intend to co-invest, subject to the conditions included in the Order. We believe that such co-investments may afford us additional investment opportunities and an ability to achieve greater diversification. We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or certain of that person’s affiliates, entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material adverse impact on our liquidity, financial condition and results of operations.

Our business may in the future require a substantial amount of capital. We may acquire additional capital from the issuance of senior securities (including debt and preferred stock) or the issuance of additional shares of our common stock. However, we may not be able to raise additional capital in the future on favorable terms or at all. Additionally, we may only issue senior securities up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such issuance or incurrence. If our assets decline in value and we fail to satisfy this test, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales or repayment may be disadvantageous, which could have a material adverse impact on our liquidity, financial condition and results of operations.

 

   

Senior Securities (including debt and preferred stock). As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred securities, such securities would rank “senior” to common stock in our capital structure, resulting in preferred stockholders having separate voting rights, dividend and liquidation rights, and possibly other rights, preferences or privileges more favorable than those granted to holders of our common stock. Furthermore, the issuance of preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for our common stockholders or otherwise be in your best interest.

 

   

Additional Common Stock. Our board of directors may decide to issue common stock to finance our operations rather than issuing debt or other senior securities. As a BDC, we are generally not able to issue our common stock at a price below net asset value without first obtaining required approvals from our stockholders and our independent directors. We may also make subscription rights offerings or warrants representing rights to purchase shares of our securities to our stockholders at prices per share less than the net asset value per share, subject to the requirements of the 1940 Act. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders at that time would decrease, and such stockholders may experience dilution.

Additionally, if we do raise additional capital in one or more subsequent financings, until we are able to invest the net proceeds of such any financing in suitable investments, we will invest in temporary investments,

 

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such as cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, which we expect will earn yields lower than the interest, dividend or other income that we anticipate receiving in respect of investments in debt and equity securities of our target portfolio companies. As a result, our ability to pay dividends in the years of operation during which we have such net proceeds available to invest will be based on our ability to invest our capital in suitable portfolio companies in a timely manner. Further, the management fee payable to our investment adviser, THL Credit Advisors, will not be reduced while our assets are invested in such temporary investments.

Changes in the laws or regulations governing our business, or changes in the interpretations thereof, and any failure by us to comply with these laws or regulations, could have a material adverse effect on our business, results of operations or financial condition.

Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, we may have to incur significant expenses in order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and decisions, we may lose licenses needed for the conduct of our business and may be subject to civil fines and criminal penalties.

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy, which would have a material adverse effect on our business, financial condition and results of operations.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Regulation.” We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could be found to be in violation of the 1940 Act provisions applicable to BDCs and possibly lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it may be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if we do find a buyer, we may have to sell the investments at a substantial loss.

There is a risk that we may not make distributions or that our distributions may not grow over time.

We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or periodically increase our dividend rate.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by or under the direction of our board of directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our investment portfolio could be an indication of a portfolio company’s potential inability to meet its repayment obligations to us. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.

 

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If we are unable to qualify for tax treatment as a RIC, we will be subject to corporate-level income tax, which would have a material adverse effect on our results of operations and financial condition.

We intend to continue to qualify for tax treatment as a RIC under the Code. As a RIC we do not have to pay federal income taxes on our income (including realized gains) that is distributed to our stockholders, provided that we satisfy certain distribution and other requirements. Accordingly, we are not permitted under accounting rules to establish reserves for taxes on our unrealized capital gains. If we fail to qualify for RIC tax treatment in any year, to the extent that we had unrealized gains, we would have to establish reserves for taxes, which would reduce our net asset value and the amount potentially available for distribution. In addition, if we, as a RIC, were to decide to make a deemed distribution of net realized capital gains and retain the net realized capital gains, we would have to establish appropriate reserves for taxes that we would have to pay on behalf of stockholders. It is possible that establishing reserves for taxes could have a material adverse effect on the value of our common stock.

To maintain our tax treatment as a RIC under the Code, which is required in order for us to distribute our income without being taxed at the corporate level, we must maintain our status as a BDC and meet certain source-of-income, asset diversification and annual distribution requirements and including:

 

   

The annual distribution requirement, which is satisfied if we distribute to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, on an annual basis. Because we may use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act and we may be subject to certain financial covenants under our debt arrangements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and, thus, become subject to corporate-level income tax.

 

   

The income source requirement, which will be satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.

 

   

The asset diversification requirement, which will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy these requirements, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities; and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and, therefore, will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

Satisfying these requirements may require us to take actions we would not otherwise take, such as selling investments at unattractive prices to satisfy diversification, distribution or source of income requirements. In addition, while we are authorized to borrow funds in order to make distributions, under the 1940 Act we are not permitted to make distributions to stockholders while we have debt obligations or other senior securities outstanding unless certain “asset coverage” tests are met. If we fail to qualify as a RIC for any reason and become or remain subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on our results of operations and financial conditions, and thus, our stockholders.

 

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RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

Our common stock price may be volatile and may fluctuate substantially.

As with any stock, the price of our common stock will fluctuate with market conditions and other factors. Our common stock is intended for long-term investors and should not be treated as a trading vehicle. Shares of closed-end management investment companies, which are structured similarly to us, frequently trade at a discount from their net asset value. Our shares may trade at a price that is less than the offering price. This risk may be greater for investors who sell their shares in a relatively short period of time after completion of the offering.

The market price and liquidity of the market for our common shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

 

   

significant volatility in the market price and trading volume of securities of BDCs or other companies in the sector in which we operate, which are not necessarily related to the operating performance of these companies;

 

   

changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

 

   

loss of RIC status;

 

   

changes in earnings or variations in operating results;

 

   

changes in the value of our portfolio of investments;

 

   

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

 

   

departure of key personnel from our investment adviser;

 

   

operating performance of companies comparable to us;

 

   

general economic trends and other external factors; and

 

   

loss of a major funding source.

Certain provisions of the General Corporation Law of the State of Delaware and our certificate of incorporation could deter takeover attempts and have an adverse effect on the price of our common stock.

The General Corporation Law of the State of Delaware and our certificate of incorporation contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. Among other provisions, our directors may be removed for cause by the affirmative vote of 75% of the holders of our outstanding capital stock and removed with or without cause by the approval of 66.7% of the remaining directors. Our board of directors also is authorized to issue preferred stock in one or more series. In addition, our certificate of incorporation requires the favorable vote of a majority of our board of directors followed by the favorable vote of the holders of at least 75% of our outstanding shares of common stock, to approve, adopt or authorize certain transactions, including mergers and the sale, lease or exchange of all or any substantial part of our assets with 10% or greater holders of our outstanding common stock and their affiliates or associates, unless the transaction has been approved by at least 80% of our board of directors, in which case approval by “a majority of the outstanding voting securities” (as defined in the 1940 Act) will be required. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders and could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices. See “Description of Our Capital Stock—Anti-takeover provisions.”

 

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Our common stock may trade below its net asset value per share, which limits our ability to raise additional equity capital.

If our common stock is trading below its net asset value per share, we will generally not be able to issue additional shares of our common stock at its market price without first obtaining the approval for such issuance from our stockholders and our independent directors. Shares of BDCs, including shares of our common stock, have traded at discounts to their net asset values. As of March 31, 2019, our net asset value per share was $8.96. The last reported sale price of a share of our common stock on the NASDAQ Global Select Market on August 5, 2019 was $6.56. If our common stock trades below net asset value, the higher the cost of equity capital may result in it being unattractive to raise new equity, which may limit our ability to grow. The risk of trading below net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether shares of our common stock will trade above, at or below our net asset value.

Our Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.

The Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of March 31, 2019, we had $117.2 million outstanding under the Revolving Facility. The indebtedness under the Revolving Facility is effectively senior to the Notes to the extent of the value of the assets securing such indebtedness.

The net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock.

If we were to issue shares at a price below net asset value, such sales would result in an immediate dilution to existing common stockholders, which would include a reduction in the net asset value per share as a result of the issuance. Although any such sale must be approved by our board of directors, there is no limit on the amount of dilution that may occur as a result of such sale. This dilution would also include a proportionately greater decrease in a stockholder’s interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance.

Any decision to sell shares of our common stock below its then current net asset value per share or securities to subscribe for or convert into shares of our common stock would be subject to the determination by our board of directors that such issuance is in our and our stockholders’ best interests.

If we were to sell shares of our common stock below its then current net asset value per share, such sales would result in an immediate dilution to the net asset value per share of our common stock. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

In addition, if we issue warrants or securities to subscribe for or convert into shares of our common stock, subject to certain limitations, the exercise or conversion price per share could be less than net asset value per

 

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share at the time of exercise or conversion (including through the operation of anti-dilution protections). Because we would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of the net asset value per share at the time of exercise or conversion. This dilution would include reduction in net asset value per share as a result of the proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest than the increase in our assets resulting from such issuance.

We incur significant costs as a result of being a publicly traded company.

As a publicly traded company, we incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, and other rules implemented by the SEC.

The trading market or market value of our publicly issued debt securities may fluctuate.

Our publicly issued debt securities may or may not have an established trading market. We cannot assure you that a trading market for our publicly issued debt securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market for, and market value of, our publicly issued debt securities. These factors include, but are not limited to, the following:

 

   

the time remaining to the maturity of these debt securities;

 

   

the outstanding principal amount of debt securities with terms identical to these debt securities;

 

   

the ratings assigned by national statistical ratings agencies;

 

   

the general economic environment;

 

   

the supply of debt securities trading in the secondary market, if any;

 

   

the redemption or repayment features, if any, of these debt securities;

 

   

the level, direction and volatility of market interest rates generally; and

 

   

market rates of interest higher or lower than rates borne by the debt securities.

You should also be aware that there may be a limited number of buyers when you decide to sell your debt securities. This too may materially adversely affect the market value of the debt securities or the trading market for the debt securities.

Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue.

If noteholders’ debt securities are redeemed at our option, we may choose to redeem such debt securities at times when prevailing interest rates are lower than the interest rate paid such debt securities. In addition, if noteholders’ debt securities are subject to mandatory redemption, we may be required to redeem such debt securities also at times when prevailing interest rates are lower than the interest rate paid on such debt securities. In this circumstance, noteholders may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the debt securities being redeemed.

If we issue preferred stock, debt securities or convertible debt securities, the net asset value and market value of our common stock may become more volatile.

We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock, debt securities or convertible

 

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debt would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common stock than if we were not leveraged through the issuance of preferred stock. This decline in net asset value would also tend to cause a greater decline in the market price for our common stock.

There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios which may be required by the preferred stock, debt securities, convertible debt or units or of a downgrade in the ratings of the preferred stock, debt securities, convertible debt or units or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. If we do not maintain our required asset coverage ratios, we may not be permitted to declare dividends. In order to counteract such an event, we might need to liquidate investments in order to fund redemption of some or all of the preferred stock, debt securities or convertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, convertible debt or any combination of these securities. Holders of preferred stock, debt securities or convertible debt may have different interests than holders of common stock and may at times have disproportionate influence over our affairs. The Company currently has no intention of issuing preferred stock during the 2019 fiscal year.

Holders of any preferred stock that we may issue will have the right to elect members of the board of directors and have class voting rights on certain matters.

The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock, including changes in fundamental investment restrictions and conversion to open-end status and, accordingly, preferred stockholders could veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.

In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.

In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial.

 

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Our stockholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.

All distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in shares of our common stock. As a result, our stockholders that do not participate in our dividend reinvestment plan will experience dilution in their ownership percentage of our common stock over time.

The Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The Notes are obligations exclusively of THL Credit, Inc. and not of any of our subsidiaries. None of our subsidiaries are a guarantor of the Notes and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes.

The indentures under which our Notes were issued contains limited protection for holders of our Notes.

The indentures under which the Notes were issued offers limited protection to holders of the Notes. The terms of the indentures and the Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the indentures and the Notes do not place any restrictions on our or our subsidiaries’ ability to:

 

   

issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC (these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowings);

 

   

pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes;

 

   

sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

 

   

enter into transactions with affiliates;

 

   

create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

 

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make investments; or

 

   

create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

In addition, the indentures do not require us to offer to purchase the Notes in connection with a change of control or any other event. Furthermore, the terms of the indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.

Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes.

Certain of our current debt instruments include more protections for their holders than the indenture and the Notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the indenture and the Notes, including additional covenants and events of default. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial condition, liquidity and capital resources—Credit Facility.” The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing our indebtedness, including a default under the Revolving Facility or other indebtedness to which we may be a party that is not waived by the required lenders or holders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the Revolving Facility or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under the Revolving Facility or other debt that we may incur in the future to avoid being in default. If we breach our covenants under the Revolving Facility or other debt and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default under the Revolving Facility or other debt, the lenders or holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including the lenders under the Revolving Facility, could proceed against the collateral securing the debt. Because the Revolving Facility have, and any future credit facilities will likely have, customary cross-default provisions, if the indebtedness under the Notes, the Revolving Facility under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to factors previously identified elsewhere in this prospectus, including the “Risks” section of this prospectus, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

 

   

the introduction, withdrawal, success and timing of business initiatives and strategies;

 

   

changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of our assets;

 

   

the relative and absolute investment performance and operations of our investment adviser;

 

   

the impact of increased competition;

 

   

the impact of future acquisitions and divestitures;

 

   

the unfavorable resolution of legal proceedings;

 

   

our business prospects and the prospects of our portfolio companies;

 

   

the impact, extent and timing of technological changes and the adequacy of intellectual property protection;

 

   

the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or THL Credit Advisors LLC, the Advisor;

 

   

the ability of the Advisor to identify suitable investments for us and to monitor and administer our investments;

 

   

our contractual arrangements and relationships with third parties;

 

   

any future financings by us;

 

   

the ability of the Advisor to attract and retain highly talented professionals;

 

   

fluctuations in foreign currency exchange rates;

 

   

the impact of changes to tax legislation and, generally, our tax position;

 

   

our ability to exit a control investment in a timely manner; and

 

   

the ability to fund Logan JV’s unfunded commitments to the extent approved by each member of the Logan JV investment committee.

This prospectus and any prospectus supplement, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. These forward-looking statements do not meet the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act or Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

 

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USE OF PROCEEDS

We intend to use the net proceeds from the sale of our securities for general corporate purposes, which include investing in debt and equity securities, repayment of any outstanding indebtedness, acquisitions and other general corporate purposes. The supplement to this prospectus relating to an offering will more fully identify the use of proceeds from such offering.

We anticipate that substantially all of the net proceeds from any offering of our securities will be used as described above within twelve months, but in no event longer than two years, depending on the availability of attractive opportunities and market conditions. However, there can be no assurance that we will be able to achieve this goal.

Pending such uses and investments, we will invest the net proceeds primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment. The management fee payable by us to our investment adviser will not be reduced while our assets are invested in such securities. Our ability to achieve our investment objective may be limited to the extent that the net proceeds of any offering, pending full investment, are held in lower yielding short-term instruments.

 

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock is traded on the NASDAQ Global Select Market under the symbol “TCRD.” The following table sets forth the range of high and low sales prices of our common stock as reported on the NASDAQ Global Select Market, the sales price as a percentage of net asset value for each fiscal quarter in each of the last two years and the most recent interim period. The stock quotations are interdealer quotations and do not include markups, markdowns or commissions.

 

           

 

Sales Price

     Premium/
(Discount) of
High
Sales Price  to

NAV(2)
    Premium/
(Discount) of
Low
Sales Price to

NAV(2)
 
     NAV(1)      High      Low  

Year Ended December 31, 2017

             

First Quarter

   $ 11.71      $ 10.56      $ 9.49        (10 )%      (19 )% 

Second Quarter

   $ 11.48      $ 10.10      $ 9.52        (12 )%      (17 )% 

Third Quarter

   $ 11.34      $ 10.23      $ 9.08        (10 )%      (20 )% 

Fourth Quarter

   $ 10.51      $ 9.61      $ 8.93        (9 )%      (15 )% 

Year Ended December 31, 2018

             

First Quarter

   $ 10.44      $ 9.25      $ 7.75        (11 )%      (26 )% 

Second Quarter

   $ 10.23      $ 8.40      $ 7.75        (18 )%      (24 )% 

Third Quarter

   $ 10.10      $ 8.74      $ 7.84        (13 )%      (22 )% 

Fourth Quarter

   $ 9.15      $ 8.12      $ 5.91        (11 )%      (35 )% 

Year Ended December 31, 2019

             

First Quarter

   $ 8.96      $ 7.40      $ 6.19        (17 )%      (31 )% 

Second Quarter (through May 31, 2019)

   $ *      $ 6.96      $ 6.57        *       *  

 

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period and are attributable to THL Credit, Inc. and exclude the consolidated non-controlling interest.

(2)

Calculated as of the respective high or low sales price premium or discount divided by NAV, minus 1.

*

NAV for this period has not been determined.

The last reported price for our common stock on May 31, 2019 was $6.58 per share.

Shares of business development companies may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value or at premiums that are unsustainable over the long term is separate and distinct from the risk that our net asset value will decrease. At times, our shares of common stock have traded at a premium to net asset value and at times our shares of common stock have traded at a discount to the net assets attributable to those shares. It is not possible to predict whether the shares offered hereby will trade at, above, or below net asset value.

Distributions

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain our tax treatment as a RIC, we are required to distribute at least 90% of our investment company taxable income. To avoid a 4% excise tax on undistributed earnings, we are required to distribute each calendar year the sum of (i) 98% of our ordinary income for such calendar year (ii) 98.2% of our capital gain net income for the one-year period ending October 31 of that calendar year and (iii) any income recognized, but not distributed, in preceding years and on which we paid no federal income tax. We intend to make distributions to stockholders on a quarterly basis of substantially all of our net investment income. Although we intend to make distributions of net realized capital gains, if any, at least annually, out of assets legally available for such distributions, we may in the

 

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future decide to retain such capital gains for investment. We would make any such decision based on, among other things, our liquidity, leverage, current investment opportunities, and our determination as to whether the proceeds from such capital gains would be more accretive to stockholders in the long-term in the form of a distribution, growing our investment portfolio, or reducing our borrowings outstanding. In addition, the extent and timing of special dividends, if any, will be determined by our board of directors and will largely be driven by portfolio specific events and tax considerations at the time.

In addition, we may be limited in our ability to make distributions due to the BDC asset coverage test for borrowings applicable to us as a BDC under the 1940 Act.

The following table summarizes our distributions declared and paid or to be paid on all shares including dividends reinvested, if any:

 

Date Declared

   Record Date    Payment Date    Amount Per Share      Percentage
Attributable
to Return of
Investors’
Paid-In
Capital
 

August 5, 2010

   September 2, 2010    September 30, 2010    $ 0.05        —    

November 4, 2010

   November 30, 2010    December 28, 2010    $ 0.10        —    

December 14, 2010

   December 31, 2010    January 28, 2011    $ 0.15        —    

March 10, 2011

   March 25, 2011    March 31, 2011    $ 0.23        —    

May 5, 2011

   June 15, 2011    June 30, 2011    $ 0.25        —    

July 28, 2011

   September 15, 2011    September 30, 2011    $ 0.26        —    

October 27, 2011

   December 15, 2011    December 30, 2011    $ 0.28        —    

March 6, 2012

   March 20, 2012    March 30, 2012    $ 0.29        —    

March 6, 2012

   March 20, 2012    March 30, 2012    $ 0.05        —    

May 2, 2012

   June 15, 2012    June 29, 2012    $ 0.30        —    

July 26, 2012

   September 14, 2012    September 28, 2012    $ 0.32        —    

November 2, 2012

   December 14, 2012    December 28, 2012    $ 0.33        —    

December 20, 2012

   December 31, 2012    January 28, 2013    $ 0.05        —    

February 27, 2013

   March 15, 2013    March 29, 2013    $ 0.33        —    

May 2, 2013

   June 14, 2013    June 28, 2013    $ 0.34        —    

August 2, 2013

   September 16, 2013    September 30, 2013    $ 0.34        —    

August 2, 2013

   September 16, 2013    September 30, 2013    $ 0.08        —    

October 30, 2013

   December 16, 2013    December 31, 2013    $ 0.34        —    

March 4, 2014

   March 17, 2014    March 31, 2014    $ 0.34        —    

May 7, 2014

   June 16, 2014    June 30, 2014    $ 0.34        —    

August 7, 2014

   September 15, 2014    September 30, 2014    $ 0.34        —    

November 4, 2014

   December 15, 2014    December 31, 2014    $ 0.34        —    

March 6, 2015

   March 20, 2015    March 31, 2015    $ 0.34        —    

May 5, 2015

   June 15, 2015    June 30, 2015    $ 0.34        —    

August 4, 2015

   September 15, 2015    September 30, 2015    $ 0.34        —    

November 3, 2015

   December 15, 2015    December 31, 2015    $ 0.34        —    

March 8, 2016

   March 21, 2016    March 31, 2016    $ 0.34        —    

May 3, 2016

   June 15, 2016    June 30, 2016    $ 0.34        —    

August 2, 2016

   September 15, 2016    September 30, 2016    $ 0.34        —    

November 8, 2016

   December 15, 2016    December 30, 2016    $ 0.27        —    

March 7, 2017

   March 20, 2017    March 31, 2017    $ 0.27        —    

May 5, 2017

   June 15, 2017    June 30, 2017    $ 0.27        —    

August 1, 2017

   September 15, 2017    September 29, 2017    $ 0.27        —    

November 7, 2017

   December 15, 2017    December 29, 2017    $ 0.27        —    

March 2, 2018

   March 20, 2018    March 30, 2018    $ 0.27        —    

May 1, 2018

   June 15, 2018    June 29, 2018    $ 0.27        —    

August 7, 2018

   September 14, 2018    September 28, 2018    $ 0.27        —    

November 6, 2018

   December 14, 2018    December 31, 2018    $ 0.27        —    

March 5, 2019

   March 20, 2019    March 29, 2019    $ 0.21        —    

May 7, 2019

   June 14, 2019    June 28, 2019    $ 0.21        —    

 

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We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our status as a regulated investment company. We cannot assure stockholders that they will receive any distributions at a particular level. We maintain an “opt in” dividend reinvestment plan for our common stockholders. As a result, unless stockholders specifically elect to have their dividends automatically reinvested in additional shares of common stock, stockholders will receive all such dividends in cash. Under the terms of our dividend reinvestment plan, dividends will primarily be paid in newly issued shares of common stock. However, we reserve the right to purchase shares in the open market in connection with the implementation of the plan. This feature of the plan means that, under certain circumstances, we may issue shares of our common stock at a price below net asset value per share, which could cause our stockholders to experience dilution.

Distributions in excess of our current and accumulated earnings and profits would generally be treated as a return of capital to the extent of a shareholder’s adjusted tax basis in our shares. If a shareholder’s tax basis is reduced to zero, the shareholder would generally treat any remaining distributions in excess of our current and accumulated earnings and profits as a capital gain. The determination of the tax attributes of our distributions is made annually as of the end of our taxable year and is generally based upon our taxable income for the full taxable year and distributions paid for the full taxable year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year. If the Company had determined the tax attributes of its 2019 distributions as of March 31, 2019, 100% would be from ordinary income, 0% would be from capital gains and 0% would be a return of capital. Each year, a statement on Form 1099-DIV identifying the source of the distributions will be sent to our U.S. stockholders of record (other than certain exempt recipients). Our board of directors presently intends to declare and pay quarterly distributions. Our ability to make distributions could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants.

The tax character of distributions declared and paid in 2018 represented $35.2 million from ordinary income, $0 from capital gains and $0 from tax return of capital. The tax character of distributions declared and paid in 2017 represented $35.4 million from ordinary income, $0 from capital gains and $0 from tax return of capital. Generally accepted accounting principles require adjustments to certain components of net assets to reflect permanent differences between financial and tax reporting. These adjustments have no effect on net asset value per share. Permanent differences between financial and tax reporting at December 31, 2018 and 2017 were ($0.3) million and $(0.9) million, respectively.

We may generate qualified interest income and short-term capital gains that may be exempt from United States withholding tax when distributed to foreign accounts. A RIC is permitted to designate distributions in the form of dividends that represent interest income from U.S. sources (commonly referred to as qualified interest income) and short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. stockholders with proper documentation. As of March 31, 2019, the percentage of 2019 income estimated as qualified interest income for tax purposes was 81.3%.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this prospectus. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Risks” and “Special Note Regarding Forward-Looking Statements” appearing elsewhere herein.

Overview

THL Credit, Inc., or we, us, our or the Company, was organized as a Delaware corporation on May 26, 2009 and initially funded on July 23, 2009. We commenced principal operations on April 21, 2010. Our investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated investments in debt and equity securities of middle market companies.

As of March 31, 2019, we, together with our credit-focused affiliates, collectively had $16.6 billion of assets under management. This amount included our assets, assets of the managed funds and a separate account managed by us, and assets of the collateralized loan obligations (CLOs), separate accounts and various fund formats, including any uncalled commitments of private funds, as managed by the investment professionals of the Advisor or its consolidated subsidiary.

We are a direct lender to middle market companies and invest primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, we also make second lien, subordinated, or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or other similar securities and direct equity investments. Our first lien senior secured loans may be structured as traditional first lien senior secured loans or as unitranche loans. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche or subordinated tranche (or piece) of the unitranche loan. We may also provide advisory services to managed funds.

We are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 Act, as amended, or the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less.

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant U.S. Securities and Exchange Commission, or SEC, rules the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized in the United States.

We are also registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

Since April 2010, after we completed our initial public offering and commenced principal operations, through March 31, 2019, we have been responsible for making, on behalf of ourselves, our managed funds and

 

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separately managed account, over $2.1 billion in aggregate commitments into 108 separate portfolio companies through a combination of both initial and follow-on investments. Since April 2010 through March 31, 2019, we, along with our managed funds and separately managed account, have received $1.6 billion of gross proceeds from the realization of investments. We have received $1.3 billion of gross proceeds from the realization of our investments during this same time period. As of March 31, 2019, our managed funds, THL Credit Greenway, LLC, or Greenway, and THL Credit Greenway II, LLC, or Greenway II, and its separately managed account, collectively Greenway II, have received $189.4 million, or 126.2% of committed capital, and $172.0 million, or 92.0% of the committed capital, respectively.

We have elected to be treated for tax purposes as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. To qualify as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As a RIC, we generally will not have to pay corporate-level income taxes on any income we distribute to our stockholders.

Portfolio Composition and Investment Activity

Portfolio Composition

As of March 31, 2019, we had $497.6 million of portfolio investments (at fair value), which represents a $3.9 million, or 0.8% increase from the $493.7 million (at fair value) as of December 31, 2018. Our portfolio consisted of 44 investments, including Greenway, and Greenway II, as of March 31, 2019, compared to 42 portfolio investments, including Greenway and Greenway II, as of December 31, 2018. As of March 31, 2019, we had $172.7 million of controlled portfolio investments (at fair value) in five portfolio companies, which represents a $5.0 million, or 3.0% increase from $167.7 million (at fair value) as of December 31, 2018 in five portfolio companies. The increase in controlled portfolio companies was the result of an increase in fair value of Copperweld Bimetallics Inc. and follow-on revolver investments, net of a return of capital distribution from Logan JV. Our average controlling equity position at March 31, 2019 was approximately $36.1 million and $34.5 million at cost and fair value, respectively. Our investment in the Logan JV represented 16.4% and 17.2% of our portfolio investments at fair value as of March 31, 2019 and December 31, 2018, respectively. Going forward, we intend to limit new investments in new portfolio companies to 2.5% of our investment portfolio based upon the most recent fair market value.

At March 31, 2019, our average portfolio company investment, excluding Greenway, Greenway II, Logan JV, and portfolio investments where we only have an equity or fund investment and restructured investments where we converted debt to a controlling equity interest, at amortized cost and fair value, was approximately $11.6 million and $9.9 million, respectively. At December 31, 2018 our average portfolio company investment, excluding Greenway, Greenway II, Logan JV, and portfolio investments where we only have an equity or fund investment and restructured investments where we converted debt to a controlling equity interest, at amortized cost and fair value, was approximately $11.7 million and $10.6 million, respectively.

Investments where we hold equity only positions or investments where we converted debt to a controlling equity position would not be representative of our typical portfolio investment size and were therefore excluded from the following calculations. Our largest portfolio company investment as of March 31, 2019 and December 31, 2018, excluding the Logan JV and investments where we hold equity only positions or investments where we converted debt to a controlling equity position, by amortized cost and fair value was approximately $44.2 million and $24.7 million, and $34.0 million and $26.6 million, respectively. Including such investments, our largest portfolio company investment at March 31, 2019 and December 31, 2018 was our investment in the Logan JV, which totaled $89.2 million and $81.4 million, and $92.4 million and $84.8 million at cost and fair value, respectively.

At March 31, 2019, based upon fair value, 96.5% of our debt investments bore interest based on floating rates, which may be subject to interest rate floors, such as LIBOR and CDOR, and 3.5% bore interest at fixed rates. At December 31, 2018, 96.5% of our debt investments bore interest based on floating rates, which may be subject to interest rate floors, such as LIBOR, and 3.5% bore interest at fixed rates.

 

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The following table shows the weighted average yield by investment category at their current cost.

 

     As of  

Description:

   March 31,
2019
    December 31,
2018
 

First lien senior secured debt(1)

     9.2     10.1

Second hen debt

     12.6     12.7

Subordinated debt

     16.5     16.5

Income-producing equity securities(2)

     9.6     9.6
  

 

 

   

 

 

 

Debt and income-producing investments(1)(3)

     9.6     10.4

Logan JV(4)

     11.4     12.0

All investments including Logan JV(1)(4)

     9.9     10.7

 

(1)

Includes all loans on non-accrual status.

(2)

Includes income from debt-like equity securities where there is a stated rate and amounts are due on a fixed payment schedule.

(3)

Includes yields on controlled investments, but excludes the yield on the Logan JV.

(4)

As of March 31, 2019 and December 31, 2018, the dividend declared and earned of $2.5 million and $2.4 million for the three months ended March 31, 2019 and December 31, 2018, respectively, represented a yield to us of 11.4% and 14.2%, respectively, based on average capital invested. We expect the dividend yield to fluctuate as a result of the timing of additional capital invested, the changes in asset yields in the underlying portfolio and the overall performance of the Logan JV investment portfolio.

The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of our fees and expenses. The weighted average yield was computed using the effective interest rates as of March 31, 2019, including accretion of original issue discount and loan origination fees. This weighted average yield reflects the impact of loans on non-accrual status. There can be no assurance that the weighted average yield will remain at its current level. As of March 31, 2019 and December 31, 2018, 1.8% and 1.9%, respectively, of our investment portfolio at fair value was comprised of non-income producing equity and warrant investments. We intend to continue to reduce our non-income producing investments in 2019 and beyond. No assurance can be given that we will be successful in achieving this target.

As of March 31, 2019 and December 31, 2018, portfolio investments, in which we have debt investments, had a median adjusted earnings before interest, taxes, depreciation and amortization, or EBITDA, of approximately $10.0 million and $9.0 million, respectively, based on the latest available financial information provided by the portfolio companies for each of these periods. As of March 31, 2019 and December 31, 2018, our median attachment point in the capital structure of our debt investments in portfolio companies is approximately 4.5 times and 4.8 times the portfolio company’s EBITDA, respectively, based on our latest available financial information for each of these periods.

We expect the percent of our portfolio investments in unsponsored investments to decrease significantly over time as we work through restructurings, which may include providing additional liquidity through revolving loans, and ultimately exit our unsponsored investments. However, these portfolio investments may require follow-on capital as we work through restructurings, which will increase our exposure to these investments. Going forward we expect unsponsored investments we make, if any, would only be in first lien senior secured investments. As of March 31, 2019, our portfolio of unsponsored investments included four investments. Three are performing at or above our expectations and have an Investment Score of 1 or 2. The other unsponsored investment has an Investment Score of 3. As of December 31, 2018, our portfolio of unsponsored investments included four investments. Three are performing at or above our expectations and have an Investment Score of 1 or 2. The other unsponsored investment has an Investment Score of 3.

 

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As of March 31, 2019, we have closed portfolio investments with 68 different sponsors since inception. As of December 31, 2018, we had closed portfolio investments with 67 different sponsors since inception.

The following table summarizes sponsored and unsponsored investments based on amortized cost and fair value (in millions).

 

     As of March 31, 2019     As of December 31, 2018  
     Amortized
Cost
     Fair
Value
     Fair
Value
as % of
Total
    Amortized
Cost
     Fair
Value
     Fair
Value
as % of
Total
 

Sponsored Investments(1)

   $ 381.5      $ 329.1        79.1   $ 371.8      $ 329.5        80.6

Unsponsored Investments(1)

     77.3        87.1        20.9     75.5        79.4        19.4
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ 458.8      $ 416.2        100.0   $ 447.3      $ 408.9        100.0
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

(1)

Excludes THL Credit Greenway Fund I LLC, THL Credit Greenway Fund II LLC, and THL Credit Logan JV LLC.

The following table summarizes the amortized cost and fair value of investments as of March 31, 2019 (in millions).

 

Description

   Amortized
Cost
     Percentage of
Total
    Fair
Value(1)
     Percentage of
Total
 

First lien senior secured debt

   $ 373.2        68.1   $ 331.2        66.6

Investment in Logan JV

     89.1        16.3     81.4        16.4

Equity investments

     46.3        8.5     48.9        9.8

Second lien debt

     26.2        4.8     25.5        5.1

Subordinated debt

     9.5        1.7     6.6        1.3

Investments in funds

     3.4        0.6     3.6        0.7

Warrants

     0.2        0.0     0.4        0.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 547.9        100.0   $ 497.6        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

All investments are categorized as Level 3 in the fair value hierarchy, except for investments in funds and the Logan JV, which are excluded from the fair value hierarchy in accordance with ASU 2015-07. These assets are valued at net asset value.

The following table summarizes the amortized cost and fair value of investments as of December 31, 2018 (in millions).

 

Description

   Amortized
Cost
     Percentage of
Total
    Fair
Value(1)
     Percentage of
Total
 

First lien senior secured debt

   $ 361.8        67.1   $ 329.4        66.8

Investment in Logan JV

     92.4        17.1     84.8        17.2

Equity investments

     46.2        8.6     43.5        8.8

Second lien debt

     26.2        4.9     25.3        5.1

Subordinated debt

     9.4        1.7     6.6        1.3

Investments in funds

     3.4        0.6     3.5        0.7

Warrants

     0.2        0.0     0.6        0.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 539.6        100.0   $ 493.7        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

All investments are categorized as Level 3 in the fair value hierarchy, except for investments in funds and the Logan JV, which are excluded from the fair value hierarchy in accordance with ASU 2015-07. These assets are valued at net asset value.

 

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We expect the percent of our core assets, which we define as first lien senior secured loans and the Logan JV, to continue to increase as a percent of total investments as we exit non-qualifying BDC assets as defined under the 1940 Act and our controlled equity investments, through sales or repayments, and redeploy these proceeds. We intend to continue our efforts to reposition the portfolio towards these core assets, which we believe will reduce our exposure to portfolio company risks and potential changes in interest rates.

As required by the 1940 Act, we classify our investments by level of control. “Control investments” are defined in the 1940 Act as investments in those companies that we are deemed to “control”, which, in general, includes a company in which we own 25% or more of the voting securities of such company or have greater than 50% representation on its board. “Affiliate investments” are investments in those companies that are “affiliated companies” of ours, as defined in the 1940 Act, which are not control investments. We are deemed to be an “affiliate” of a company in which we have invested if we own 5% or more, but less than 25%, of the voting securities of such company. “Non-control/non-affiliate investments” are investments that are neither control investments nor affiliate investments.

The following is a summary of the industry classification in which the Company invests as of March 31, 2019 (in millions).

 

Industry

   Amortized
Cost
     Fair Value      % of Total
Portfolio
    % of Net
Assets
 

Industrials and manufacturing

   $ 116.6      $ 99.5        19.97     34.56

Investment funds and vehicles

     89.1        81.4        16.36     28.28

Healthcare

     70.6        69.1        13.89     24.02

Consumer products and services

     65.5        61.3        12.32     21.29

IT services

     60.4        58.4        11.74     20.30

Energy / utilities

     46.8        37.0        7.44     12.85

Financial services

     35.4        35.5        7.13     12.32

Retail & grocery

     38.5        28.0        5.62     9.71

Business services

     18.6        18.8        3.79     6.56

Media, entertainment and leisure

     5.4        5.5        1.11     1.91

Transportation

     1.0        3.1        0.63     1.09
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Investments

   $ 547.9      $ 497.6        100.00     172.89
  

 

 

    

 

 

    

 

 

   

 

 

 

The following is a summary of the industry classification in which the Company invests as of December 31, 2018 (in millions).

 

Industry

   Amortized
Cost
     Fair Value      % of Total
Portfolio
    % of Net
Assets
 

Industrials and manufacturing

   $ 104.6      $ 94.3        19.09     31.86

Investment funds and vehicles

     92.4        84.8        17.18     28.69

Consumer products and services

     74.9        69.1        14.00     23.37

Healthcare

     62.5        60.2        12.20     20.37

IT services

     52.4        50.4        10.21     17.05

Energy / utilities

     46.5        37.1        7.51     12.53

Financial services

     43.1        42.9        8.68     14.49

Retail & grocery

     38.5        27.8        5.63     9.40

Business services

     18.3        18.5        3.76     6.27

Media, entertainment and leisure

     5.4        5.5        1.11     1.86

Transportation

     1.0        3.1        0.63     1.06
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Investments

   $ 539.6      $ 493.7        100.00     166.95
  

 

 

    

 

 

    

 

 

   

 

 

 

 

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Investment Activity

The following is a summary of our investment activity, presented on a cost basis, for the three months ended March 31, 2019 and 2018 (in millions).

 

     Three months ended March 31,  
         2019             2018      

New portfolio investments

   $ 13.8       —    

Existing portfolio investments:

    

Follow-on investments(1)

     17.4       6.6  

Delayed draw and revolver investments(1)

     3.3       5.2  
  

 

 

   

 

 

 

Total existing portfolio investments

     20.7       11.8  
  

 

 

   

 

 

 

Total portfolio investment activity

   $ 34.5       11.8  
  

 

 

   

 

 

 

Number of new portfolio investments

     3       —    

Number of follow-on investments

     6       8  

First lien senior secured debt

   $ 34.3       5.4  

Investment in Logan JV

     —         6.4  

Equity investments

     0.2       —    
  

 

 

   

 

 

 

Total portfolio investments

   $ 34.5       11.8  
  

 

 

   

 

 

 

Weighted average yield of new debt investments

     11.9     7.8

Weighted average yield, including all new income-producing investments

     11.9     11.3

 

(1)

Includes follow-on investments in controlled investments. Refer to Schedule 12-14 for additional detail.

For the three months ended March 31, 2019 and 2018, we had prepayments and sales of our investments, including any prepayment premiums, totaling $25.5 million and $18.2 million, respectively. Please refer to “Results of Operations—Net Realized Gains and Losses on Investments, net of income tax provision” for additional details surrounding certain investments that were sold.

The following are proceeds received from notable prepayments, sales and other activity related to our investments (in millions):

For the three months ended March 31, 2019

 

   

Sale of a first lien senior secured term loan in Alex Toys, LLC. with proceeds received of $7.7 million, and

 

   

Sale of a first lien senior secured term loan in Home Partners of America, Inc. with proceeds received of $7.7 million.

For the three months ended March 31, 2018

 

   

Repayment of a first lien senior secured term loan and revolver in Togetherwork Holdings, LLC, which resulted in proceeds of $5.7 million, including a prepayment premium of $0.1 million, and

 

   

Sale of a first lien senior secured term loan, subordinated term loans, preferred equity and common equity in Aerogroup International Inc., with proceeds received of $2.5 million and $8.0 million recorded as an escrow receivable.

Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and

 

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acquisition activity, the general economic environment and the competitive environment for the types of investments we make. The frequency and volume of any prepayments may fluctuate significantly from period to period.

Aggregate Cash Flow Realized Gross Internal Rate of Return

Since April 2010, after we completed our initial public offering and commenced principal operations, through March 31, 2019, our fully exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of 12.9% (based on cash invested of $1.2 billion and total proceeds from these exited investments of $1.5 billion). 83.5% of these exited investments resulted in an aggregate cash flow realized gross internal rate of return to us of 10% or greater. Internal rate of return, or IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total cash invested in our investments is equal to the present value of all realized returns from the investments. Our IRR calculations are unaudited.

Investment Risk

The value of our investments will generally fluctuate with, among other things, changes in prevailing interest rates, federal tax rates, counterparty risk, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry and the financial condition of the issuer. During periods of limited liquidity and higher price volatility, our ability to dispose of investments at a price and time that we deem advantageous may be impaired.

Lower-quality debt securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities often fluctuates in response to company, political, or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. Lower-quality debt securities can be thinly traded or have restrictions on resale, making them difficult to sell at an acceptable price. The default rate for lower-quality debt securities is likely to be higher during economic recessions or periods of high interest rates.

THL Credit Logan JV LLC

On December 3, 2014, we entered into an agreement with Perspecta Trident LLC, an affiliate of Perspecta Trust LLC, or Perspecta, to create THL Credit Logan JV LLC, or Logan JV, a joint venture, which invests primarily in senior secured first lien term loans. All Logan JV investment decisions must be unanimously approved by the Logan JV investment committee consisting of one representative from each of us and Perspecta.

We have determined that Logan JV is an investment company under ASC 946, however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a substantially owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we do not consolidate our non-controlling interest in Logan JV.

Logan JV is capitalized with equity contributions which are generally called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by the Logan JV to call down on capital commitments requires the explicit authorization of us, coupled with that of Perspecta, and we may withhold such authorization for any reason in our sole discretion.

 

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As of March 31, 2019 and December 31, 2018, Logan JV had the following commitments, contributions and unfunded commitments from its members.

 

     As of March 31, 2019  

Member

   Total
Commitments
     Contributed
Capital
     Return of
Capital
(not recallable)
     Unfunded
Commitments
 

THL Credit, Inc.

   $ 200.0      $ 89.4      $ 3.2      $ 107.4  

Perspecta Trident LLC

     50.0        22.4        0.8        26.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 250.0      $ 111.8      $ 4.0      $ 134.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2018  

Member

   Total
Commitments
     Contributed
Capital
     Return of
Capital
(not recallable)
     Unfunded
Commitments
 

THL Credit, Inc.

   $ 200.0      $ 92.6      $ —        $ 107.4  

Perspecta Trident LLC

     50.0        23.2        —          26.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 250.0      $ 115.8      $ —        $ 134.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Logan JV has a senior credit facility, or the Logan JV Credit Facility, with Deutsche Bank AG and other banks. As of March 31, 2019 and December 31, 2018, the Logan JV Credit Facility had $275.0 million and $275.0 million of commitments subject to leverage and borrowing base restrictions with an interest rate of three month LIBOR (with no LIBOR floor) plus 2.20% and LIBOR (with no LIBOR floor) plus 2.20%, respectively. The final maturity date of the Logan JV Credit Facility is January 12, 2023 with the revolving loan period ending on January 12, 2021. As of March 31, 2019 and December 31, 2018, Logan JV had $233.9 million and $241.7 million of outstanding borrowings under the credit facility, respectively. At March 31, 2019, the effective interest rate on the Logan JV Credit Facility was 5.08% per annum.

As of March 31, 2019 and December 31, 2018, Logan JV had total investments at fair value of $336.1 million and $329.8 million, respectively. As of March 31, 2019 and December 31, 2018, Logan JV’s portfolio was comprised of senior secured first lien and second lien loans to 133 and 130 different borrowers, respectively. As of March 31, 2019 and December 31, 2018, there were no loans on non-accrual status. As of March 31, 2019 and December 31, 2018, Logan JV had unfunded commitments to fund revolver and delayed draw loans to its portfolio companies totaling $4.1 million and $4.3 million, respectively. The portfolio companies in Logan JV are in industries similar to those in which we may invest directly.

Below is a summary of Logan JV’s portfolio, followed by a listing of the individual loans in Logan JV’s portfolio as of March 31, 2019 and December 31, 2018 (dollar amounts in thousands):

 

     As of
March 31,
    As of
December 31,
 
     2019     2018  

First lien secured debt, at par

   $ 333,692     $ 327,574  

Second lien debt, at par

     15,592       16,962  
  

 

 

   

 

 

 

Total debt investments, at par

   $ 349,284     $ 344,536  
  

 

 

   

 

 

 

Weighted average yield on first lien secured loans(1)

     7.2     7.2

Weighted average yield on second lien loans(1)

     10.4     10.4

Weighted average yield on all loans(1)

     7.3     7.4

Number of borrowers in Logan JV

     133       130  

Largest loan to a single borrower(2)

   $ 5,035     $ 5,101  

Total of five largest loans to borrowers(2)

   $ 24,910     $ 25,001  

 

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Table of Contents

 

(1)

Weighted average yield at their current amortized cost.

(2)

At current principal amount.

The weighted average yield of Logan JV’s debt investments is not the same as a return on Logan JV investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of our expenses. The weighted average yield was computed using the effective interest rates as of March 31, 2019 and December 31, 2018, respectively, but excluding the effective rates on investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

For the three months ended March 31, 2019 and 2018, our share of income from distributions declared related to our Logan JV LLC equity interest was $2.6 million and $2.4 million, respectively, which amounts are included in dividend income and realized gains from controlled investments in the Consolidated Statement of Operations and reduction of cost basis on the Consolidated Statement of Assets and Liabilities. As of March 31, 2019 and December 31, 2018, $2.7 million and $2.4 million, respectively, of income related to the Logan JV was included in interest, dividends and fees receivable on the Consolidated Statements of Assets and Liabilities. As of March 31, 2019, the distributions declared and earned of $9.8 million for the twelve months ended March 31, 2019, represented a dividend yield to the Company of 11.4% based upon average capital invested. As of March 31, 2019 and December 31, 2018, $0.3 million and $0.2 million, respectively, of return of capital associated with distributions declared was included in the Distributions receivable on our Consolidated Statements of Assets and Liabilities. As of December 31, 2018, distributions declared and earned of $9.8 million for the twelve months ended December 31, 2018, represented a dividend yield to the Company of 14.2% based upon average capital invested. We expect the dividend yield to fluctuate as a result of the timing of additional capital invested, the changes in asset yields in the underlying portfolio and the overall performance of the Logan JV investment portfolio.

 

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Table of Contents

Logan JV Loan Portfolio as of March 31, 2019

(dollar amounts in thousands)

 

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

Senior Secured First Lien Term Loans

             

Canada

             

Avison Young Canada Inc.(12)

  Banking, Finance, Insurance & Real Estate   7.6% (LIBOR +5%)   03/07/2019     02/01/2026       3,491     $ 3,422     $ 3,448  

PNI Canada Acquireco Corp

  High Tech Industries   7% (LIBOR +4.5%)   10/31/2018     10/31/2025       1,729       1,721       1,703  
           

 

 

   

 

 

 

Total Canada

            $ 5,143     $ 5,151  
           

 

 

   

 

 

 

Germany

             

Rhodia Acetow

  Consumer goods: Non-Durable   8.15% (LIBOR +5.5%)   04/21/2017     05/31/2023       983     $ 972     $ 953  

VAC Germany Holding GmbH

  Metals & Mining   6.6% (LIBOR +4%)   02/26/2018     02/26/2025       2,970       2,957       2,959  
           

 

 

   

 

 

 

Total Germany

            $ 3,929     $ 3,912  
           

 

 

   

 

 

 

Luxembourg

             

Travelport Finance

  Services: Consumer   4.5% (LIBOR +4.5%)   03/18/2019     03/13/2026       3,000     $ 2,940     $ 2,921  
           

 

 

   

 

 

 

Total Luxembourg

            $ 2,940     $ 2,921  
           

 

 

   

 

 

 

United Kingdom

             

Auxey Bidco Ltd.

  Services: Business   7.99% (LIBOR +5.5%)   08/07/2018     08/07/2025       5,000     $ 4,813     $ 4,825  

EG Group

  Retail   6.6% (LIBOR +4%)   03/23/2018     02/07/2025       2,838       2,826       2,778  
           

 

 

   

 

 

 

Total United Kingdom

            $ 7,639     $ 7,603  
           

 

 

   

 

 

 

United States of America

             

1A Smart Start LLC

  Services: Consumer   7% (LIBOR +4.5%)   08/28/2015     02/21/2022       4,336     $ 4,320     $ 4,336  

A Place for Mom Inc

  Media: Advertising, Printing & Publishing   6.25% (LIBOR +3.75%)   07/28/2017     08/10/2024       3,940       3,925       3,960  

A10 Capital, LLC

  Banking, Finance, Insurance & Real Estate   8.99% (LIBOR +6.5%)   04/25/2018     04/27/2023       5,000       4,959       4,925  

Achilles Acquisition LLC

  Banking, Finance, Insurance & Real Estate   6.5% (LIBOR +4%)   10/04/2018     10/03/2025       4,000       3,991       3,980  

Advanced Computer Software

  High Tech Industries   7.24% (LIBOR +4.75%)   05/25/2018     05/31/2024       1,493       1,489       1,493  

Advanced Integration Technology LP

  Aerospace & Defense   7.38% (LIBOR +4.75%)   07/15/2016     04/03/2023       1,950       1,937       1,931  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

AgroFresh Inc.

  Chemicals, Plastics & Rubber   7.55% (LIBOR +4.75%)   12/01/2015     07/31/2021       1,935       1,929       1,906  

Air Medical Group Holdings Inc

  Healthcare & Pharmaceuticals   6.74% (LIBOR +4.25%)   09/26/2017     03/14/2025       2,222       2,208       2,094  

Alcami Carolinas Corp

  Healthcare & Pharmaceuticals   6.73% (LIBOR +4.25%)   07/09/2018     07/06/2025       3,980       3,962       3,960  

Alchemy US Holdco 1 LLC

  Chemicals, Plastics & Rubber   8.28% (LIBOR +5.5%)   10/01/2018     09/28/2025       1,988       1,960       1,988  

Alpha Media LLC

  Media: Broadcasting & Subscription   8.83% (LIBOR +6.25%)   02/24/2016     02/25/2022       1,651       1,610       1,577  

AMCP Clean Acquisition Co LLC

  Wholesale   6.85% (LIBOR +4.25%)   07/10/2018     07/10/2025       2,401       2,390       2,389  

AMCP Clean Acquisition Co LLC(3)

  Wholesale   7.15% (LIBOR +4.25%)   07/10/2018     07/10/2025       580       224       224  

American Sportsman Holdings Co

  Retail   7.5% (LIBOR +5%)   11/22/2016     09/25/2024       3,940       3,898       3,859  

Ansira Holdings, Inc.(4)

  Media: Diversified & Production   8.25% (LIBOR +5.75%)   04/17/2018     12/20/2022       613       150       149  

Ansira Holdings, Inc.

  Media: Diversified & Production   8.25% (LIBOR +5.75%)   12/20/2016     12/20/2022       1,845       1,834       1,836  

AP Gaming I LLC

  Hotel, Gaming & Leisure   6% (LIBOR +3.5%)   06/06/2016     02/15/2024       2,456       2,451       2,453  

APC Aftermarket

  Automotive   7.69% (LIBOR +5%)   05/09/2017     05/10/2024       491       484       447  

Aptean, Inc.

  High Tech Industries   6.86% (LIBOR +4.25%)   12/15/2017     12/20/2022       919       913       921  

AQA Acquisition Holding, Inc

  High Tech Industries   6.85% (LIBOR +4.25%)   10/01/2018     05/24/2023       1,990       1,990       1,980  

ATI Merger Sub Inc.

  Healthcare & Pharmaceuticals   7% (LIBOR +4.5%)   12/19/2018     12/05/2025       4,323       4,281       4,301  

Avaya Inc

  Telecommunications   6.85% (LIBOR +4.25%)   11/09/2017     12/15/2024       2,581       2,559       2,575  

Barbri Inc

  Media: Diversified & Production   6.74% (LIBOR +4.25%)   12/01/2017     12/01/2023       3,122       3,109       3,083  

BCP Qualtek Merger Sub LLC

  Telecommunications   8.49% (LIBOR +5.75%)   07/16/2018     07/18/2025       3,950       3,878       3,856  

Beasley Mezzanine Holdings LLC

  Media: Broadcasting & Subscription   6.48% (LIBOR +4%)   11/17/2017     11/01/2023       2,898       2,887       2,878  

Big Ass Fans LLC

  Capital Equipment   6.35% (LIBOR +3.75%)   11/07/2017     05/21/2024       2,469       2,459       2,473  

Big River Steel LLC

  Metals & Mining   7.6% (LIBOR +5%)   08/15/2017     08/23/2023       1,970       1,955       1,982  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

BI-LO LLC

  Retail   10.78% (LIBOR +8%)   05/15/2018     05/31/2024       1,493       1,441       1,449  

Bomgar Corp

  High Tech Industries   6.5% (LIBOR +4%)   04/17/2018     04/18/2025       3,975       3,966       3,934  

Brand Energy & Infrastructure Services, Inc.

  Energy: Oil & Gas   7.01% (LIBOR +4.25%)   06/16/2017     06/21/2024       2,948       2,925       2,831  

California Cryobank LLC

  Healthcare & Pharmaceuticals   6.6% (LIBOR +4%)   08/03/2018     08/06/2025       3,192       3,178       3,198  

Cambium Learning Inc.

  Services: Consumer   7% (LIBOR +4.5%)   12/18/2018     12/18/2025       1,995       1,898       1,980  

CC Amulet Intermediate, LLC(5)(13)

  Healthcare & Pharmaceuticals   3.6% (LIBOR +1%)   06/18/2018     04/30/2024       1,538       (13     (4

CC Amulet Intermediate, LLC

  Healthcare & Pharmaceuticals   7.25% (LIBOR +4.75%)   06/18/2018     04/30/2024       3,436       3,406       3,427  

Clear Balance Holdings, LLC

  Banking, Finance, Insurance & Real Estate   8.25% (LIBOR +5.75%)   07/07/2015     10/05/2023       4,925       4,908       4,924  

Commercial Barge Line Co

  Transportation: Cargo   11.25% (LIBOR +8.75%)   11/06/2015     11/12/2020       1,275       1,254       900  

Constellis Holdings, LLC

  Aerospace & Defense   7.74% (LIBOR +5%)   04/18/2017     04/21/2024       1,965       1,951       1,881  

Conyers Park Parent Merger Sub Inc

  Beverage, Food & Tobacco   5.99% (LIBOR +3.5%)   06/21/2017     07/07/2024       1,970       1,963       1,975  

Country Fresh Holdings, LLC

  Beverage, Food & Tobacco   7.49% (LIBOR +5%)   03/08/2019     05/07/2019       55       54       54  

Country Fresh Holdings, LLC

  Beverage, Food & Tobacco   7.49% (LIBOR +5%)   03/08/2019     05/07/2019       92       90       89  

Country Fresh Holdings, LLC(6)(13)

  Beverage, Food & Tobacco   7.6% (LIBOR +5%)   03/08/2019     05/07/2019       37       (1     (1

Country Fresh Holdings, LLC(15)

  Beverage, Food & Tobacco   7.8% (LIBOR +5%)   07/14/2017     03/31/2023       4,400       4,369       2,195  

Covenant Surgical Partners Inc

  Healthcare & Pharmaceuticals   7.1% (LIBOR +4.5%)   09/29/2017     10/04/2024       2,965       2,959       2,935  

CryoLife Inc

  Healthcare & Pharmaceuticals   5.85% (LIBOR +3.25%)   11/15/2017     12/02/2024       1,975       1,967       1,975  

CT Technologies Intermediate Holdings, Inc

  Healthcare & Pharmaceuticals   6.75% (LIBOR +4.25%)   02/11/2015     12/01/2021       1,915       1,919       1,663  

Datto, Inc.(12)

  Services: Business   6.85% (LIBOR +4.25%)   03/29/2019     03/28/2026       1,875       1,866       1,880  

Deerfield Holdings Corp

  Banking, Finance, Insurance & Real Estate   5.75% (LIBOR +3.25%)   12/06/2017     02/13/2025       248       247       243  

DigiCert, Inc.

  High Tech Industries   6.5% (LIBOR +4%)   09/20/2017     10/31/2024       993       989       977  

Drilling Info Inc.

  High Tech Industries   6.75% (LIBOR +4.25%)   07/27/2018     07/30/2025       4,478       4,458       4,461  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

DXP Enterprises, Inc.

  Wholesale   7.25% (LIBOR +4.75%)   08/16/2017     08/29/2023       1,478       1,467       1,474  

Eliassen Group, LLC

  Services: Business   7% (LIBOR +4.5%)   10/19/2018     11/05/2024       4,161       4,142       4,141  

Empower Payments Acquisition

  Services: Business   6.75% (LIBOR +4.25%)   10/05/2018     10/05/2025       3,990       3,981       3,950  

Evo Payments International, LLC

  Banking, Finance, Insurance & Real Estate   5.75% (LIBOR +3.25%)   12/08/2016     12/22/2023       2,587       2,570       2,587  

Gold Standard Baking, Inc.

  Wholesale   7.13% (LIBOR +4.5%)   05/19/2015     04/23/2021       2,473       2,469       2,250  

Golden West Packaging Group LLC

  Containers, Packaging & Glass   7.75% (LIBOR +5.25%)   02/09/2018     06/20/2023       4,720       4,701       4,697  

Great Dane Merger Sub Inc

  High Tech Industries   6.25% (LIBOR +3.75%)   05/02/2018     05/21/2025       2,978       2,964       2,937  

Gruden Acquisition Inc.

  Transportation: Cargo   8.1% (LIBOR +5.5%)   06/21/2017     08/18/2022       1,964       1,932       1,952  

Gulf Finance, LLC

  Energy: Oil & Gas   7.86% (LIBOR +5.25%)   08/17/2016     08/25/2023       1,870       1,835       1,498  

Heartland Dental LLC(7)

  Healthcare & Pharmaceuticals   3.75% (LIBOR +3.75%)   04/19/2018     04/17/2025       33       —         (2

Heartland Dental LLC

  Healthcare & Pharmaceuticals   6.25% (LIBOR +3.75%)   04/19/2018     04/30/2025       1,457       1,451       1,418  

Help/Systems Holdings, Inc.

  High Tech Industries   6.25% (LIBOR +3.75%)   03/23/2018     03/28/2025       1,985       1,981       1,963  

Higginbotham Insurance Agency, Inc.

  Banking, Finance, Insurance & Real Estate   6.5% (LIBOR +4%)   12/14/2017     12/19/2024       4,938       4,917       4,863  

Hornblower Sub LLC

  Hotel, Gaming & Leisure   4.5% (LIBOR +4.5%)   03/08/2019     04/27/2025       1,867       1,857       1,868  

Idera Inc

  High Tech Industries   7% (LIBOR +4.5%)   06/27/2017     06/28/2024       2,326       2,308       2,328  

Infoblox Inc.

  High Tech Industries   7% (LIBOR +4.5%)   11/03/2016     11/07/2023       2,130       2,097       2,129  

Institutional Shareholder Services, Inc.

  Services: Business   7.1% (LIBOR +4.5%)   03/04/2019     02/26/2026       2,000       1,980       1,990  

Intermedia Holdings, Inc.

  Telecommunications   8.5% (LIBOR +6%)   07/13/2018     07/11/2025       2,993       2,965       3,000  

International Textile Group Inc

  Consumer goods: Durable   7.49% (LIBOR +5%)   04/20/2018     04/19/2024       981       977       952  

Isagenix International LLC

  Services: Consumer   8.35% (LIBOR +5.75%)   04/26/2018     06/14/2025       1,925       1,908       1,728  

Kestra Financial, Inc.

  Banking, Finance, Insurance & Real Estate   6.88% (LIBOR +4.25%)   06/10/2016     06/24/2022       3,893       3,862       3,893  

LifeScan Global Corp

  Healthcare & Pharmaceuticals   8.8% (LIBOR +6%)   06/19/2018     10/01/2024       2,211       2,150       2,130  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

LSCS Holdings Inc.

  Healthcare & Pharmaceuticals   6.85% (LIBOR +4.25%)   03/09/2018     03/17/2025       467       465       466  

LSCS Holdings Inc.

  Healthcare & Pharmaceuticals   6.75% (LIBOR +4.25%)   03/09/2018     03/17/2025       1,809       1,801       1,805  

Lyons Magnus Inc aka

  Beverage, Food & Tobacco   6% (LIBOR +3.5%)   06/08/2018     11/11/2024       3,954       3,942       3,924  

MAG DS Corp.

  Aerospace & Defense   7.25% (LIBOR +4.75%)   06/01/2018     05/30/2025       2,978       2,952       2,963  

Mavenir Systems Inc

  Telecommunications   8.5% (LIBOR +6%)   05/01/2018     05/01/2025       1,985       1,950       1,979  

MCS Group Holdings LLC

  Banking, Finance, Insurance & Real Estate   7.25% (LIBOR +4.75%)   05/12/2017     05/20/2024       1,965       1,958       1,597  

MDVIP Inc

  Healthcare & Pharmaceuticals   6.74% (LIBOR +4.25%)   11/10/2017     11/14/2024       4,246       4,234       4,214  

Merrill Communications LLC

  Media: Advertising, Printing & Publishing   7.99% (LIBOR +5.25%)   05/29/2015     06/01/2022       748       746       751  

Miller’s Ale House Inc

  Hotel, Gaming & Leisure   7.24% (LIBOR +4.75%)   05/24/2018     05/21/2025       2,382       2,371       2,346  

MLN US Holdco LLC

  Telecommunications   7% (LIBOR +4.5%)   07/13/2018     11/30/2025       2,993       2,985       2,947  

Morphe, LLC

  Consumer goods: Non-Durable   8.5% (LIBOR +6%)   02/21/2017     02/10/2023       2,700       2,674       2,700  

Nasco Healthcare, Inc.

  Healthcare & Pharmaceuticals   7.28% (LIBOR +4.5%)   07/13/2015     06/30/2021       4,478       4,469       4,455  

New Insight Holdings Inc

  Services: Business   8% (LIBOR +5.5%)   12/08/2017     12/20/2024       1,975       1,894       1,968  

NextCare, Inc.(8)(13)

  Healthcare & Pharmaceuticals   7.35% (LIBOR +4.75%)   02/13/2018     02/28/2023       588       (5     —    

NextCare, Inc.

  Healthcare & Pharmaceuticals   7.25% (LIBOR +4.75%)   02/13/2018     02/28/2023       3,378       3,351       3,378  

Northern Star Holdings Inc.

  Utilities: Electric   7.35% (LIBOR +4.75%)   03/28/2018     03/14/2025       4,208       4,189       4,186  

Oak Point Partners, LLC

  Banking, Finance, Insurance & Real Estate   7.86% (LIBOR +5.25%)   09/13/2017     09/13/2023       3,000       2,972       2,970  

OB Hospitalist Group Inc

  Healthcare & Pharmaceuticals   6.49% (LIBOR +4%)   08/08/2017     08/01/2024       2,232       2,223       2,199  

Odyssey Logistics & Technology Corporation

  Transportation: Cargo   6.5% (LIBOR +4%)   10/06/2017     10/12/2024       1,975       1,966       1,965  

OpenLink

  High Tech Industries   7.4% (LIBOR +4.75%)   03/02/2018     03/21/2025       1,773       1,765       1,756  

Orion Business Innovations

  High Tech Industries   7.19% (LIBOR +4.5%)   10/18/2018     10/19/2024       565       559       562  

Orion Business Innovations

  High Tech Industries   7.18% (LIBOR +4.5%)   03/04/2019     10/21/2024       833       825       825  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

Orion Business Innovations

  High Tech Industries   7.17% (LIBOR +4.5%)   10/18/2018     10/19/2024       1,931       1,913       1,911  

OSM MSO, LLC

  Healthcare & Pharmaceuticals   7.6% (LIBOR +5%)   10/16/2018     08/09/2023       3,980       3,944       3,940  

Output Services Group Inc

  Services: Business   6.75% (LIBOR +4.25%)   03/26/2018     03/21/2024       4,457       4,438       4,134  

Park Place Technologies, LLC

  High Tech Industries   6.5% (LIBOR +4%)   03/22/2018     03/22/2025       2,322       2,312       2,312  

PH Beauty Holdings III, Inc.

  Containers, Packaging & Glass   7.5% (LIBOR +5%)   10/04/2018     09/28/2025       2,985       2,957       2,966  

Ping Identity Corp

  High Tech Industries   6.25% (LIBOR +3.75%)   01/23/2018     01/24/2025       1,489       1,482       1,490  

Pivotal Payments

  Services: Business   9% (LIBOR +4.5%)   09/27/2018     09/29/2025       3,088       3,059       3,061  

Pivotal Payments(9)

  Services: Business   6.98% (LIBOR +4.5%)   09/27/2018     09/29/2025       895       599       599  

PLH Group Inc

  Energy: Oil & Gas   8.74% (LIBOR +6%)   08/01/2018     07/25/2023       4,107       4,018       4,066  

Polar US Borrower

  Chemicals, Plastics & Rubber   7.54% (LIBOR +4.75%)   08/21/2018     10/15/2025       2,993       2,880       2,996  

Premise Health Holding Corp(10)(13)

  Healthcare & Pharmaceuticals   6.35% (LIBOR +3.75%)   08/14/2018     07/10/2025       294       (1     (1

Premise Health Holding Corp

  Healthcare & Pharmaceuticals   6.35% (LIBOR +3.75%)   08/14/2018     07/10/2025       3,687       3,670       3,674  

Project Leopard Holdings Inc

  High Tech Industries   7% (LIBOR +4.5%)   06/21/2017     07/07/2023       1,724       1,720       1,705  

PSC Industrial Outsourcing, LP

  Chemicals, Plastics & Rubber   6.23% (LIBOR +3.75%)   10/05/2017     10/11/2024       1,975       1,959       1,956  

Pure Fishing Inc

  Consumer goods: Non-Durable   7.06% (LIBOR +4.5%)   12/20/2018     11/30/2025       1,200       1,153       1,192  

QuickBase Inc.(12)

  High Tech Industries   6.6% (LIBOR +4%)   03/29/2019     03/28/2026       2,100       2,090       2,102  

Quidditch Acquisition Inc

  Beverage, Food & Tobacco   9.49% (LIBOR +7%)   03/16/2018     03/21/2025       1,011       994       1,021  

Red Ventures LLC

  Media: Advertising, Printing & Publishing   5.5% (LIBOR +3%)   10/18/2017     11/08/2024       2,034       2,018       2,024  

SCS Holdings Inc

  High Tech Industries   6.75% (LIBOR +4.25%)   11/20/2015     10/30/2022       1,445       1,439       1,452  

Silverback Merger Sub Inc

  High Tech Industries   6% (LIBOR +3.5%)   08/11/2017     08/21/2024       1,182       1,180       1,068  

Situs Group Holdings Corporation

  Banking, Finance, Insurance & Real Estate   6.75% (LIBOR +4.25%)   02/21/2018     02/27/2023       2,972       2,960       2,972  

SMS Systems Maintenance Services Inc(15)

  High Tech Industries   7.5% (LIBOR +5%)   02/09/2017     10/30/2023       2,933       2,922       2,297  

SoClean, Inc

  Healthcare & Pharmaceuticals   8.8% (LIBOR +6%)   02/13/2018     12/20/2022       5,035       4,994       5,061  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

Starfish- V Merger Sub Inc

  High Tech Industries   7% (LIBOR +4.5%)   08/11/2017     08/16/2024       1,231       1,222       1,229  

STS Operating, Inc.

  Capital Equipment   6.75% (LIBOR +4.25%)   04/27/2018     12/11/2024       425       424       417  

ThoughtWorks, Inc.

  High Tech Industries   6.5% (LIBOR +4%)   10/06/2017     10/11/2024       3,971       3,960       3,969  

TKC Holdings Inc

  Services: Business   6.25% (LIBOR +3.75%)   06/08/2017     02/01/2023       294       293       289  

TOMS Shoes LLC

  Retail   8% (LIBOR +5.5%)   12/18/2014     10/30/2020       1,920       1,880       1,522  

Tupelo Buyer Inc

  Transportation: Cargo   6.24% (LIBOR +3.75%)   10/02/2017     10/07/2024       2,199       2,185       2,193  

TV Borrower US LLC

  High Tech Industries   7.35% (LIBOR +4.75%)   02/16/2017     02/22/2024       980       977       978  

Uber Technologies, Inc.

  Services: Consumer   6.49% (LIBOR +4%)   03/22/2018     04/04/2025       2,779       2,767       2,785  

US Shipping Corp

  Utilities: Oil & Gas   6.75% (LIBOR +4.25%)   03/09/2016     06/26/2021       206       201       199  

Utility One Source L.P.

  Construction & Building   8% (LIBOR +5.5%)   04/07/2017     04/18/2023       983       976       987  

Verdesian Life Sciences LLC

  Chemicals, Plastics & Rubber   7.74% (LIBOR +5%)   12/09/2014     07/01/2020       1,964       1,883       1,768  

Vertiv Group Corporation

  Capital Equipment   6.63% (LIBOR +4%)   09/30/2016     11/30/2023       1,504       1,473       1,418  

Vistage Worldwide, Inc.

  Services: Consumer   6.48% (LIBOR +4%)   02/06/2018     02/10/2025       2,495       2,490       2,476  

Weight Watchers International, Inc.

  Services: Consumer   7.56% (LIBOR +4.75%)   11/20/2017     11/29/2024       2,531       2,490       2,424  

Women’s Care Florida LLP

  Healthcare & Pharmaceuticals   7% (LIBOR +4.5%)   08/18/2017     09/29/2023       4,938       4,918       4,913  

Yak Access LLC

  Energy: Oil & Gas   7.5% (LIBOR +5%)   06/29/2018     07/02/2025       2,963       2,882       2,533  

Zenith American Holding, Inc.

  Services: Business   7.85% (LIBOR +5.25%)   03/11/2019     12/13/2024       2,982       2,982       2,952  

Zenith American Holding, Inc.(11)(13)

  Services: Business   7.85% (LIBOR +5.25%)   03/11/2019     12/13/2024       497       (5     (5
           

 

 

   

 

 

 

Total United States of America

            $ 307,044     $ 301,269  
           

 

 

   

 

 

 

Total Senior Secured First Lien Term Loans

            $ 326,695     $ 320,856  
           

 

 

   

 

 

 

Second Lien Term Loans

             

United States of America

             

ABG Intermediate Holdings 2 LLC

  Retail   10.25% (LIBOR +7.75%)   09/26/2017     09/29/2025       1,963     $ 1,951     $ 1,944  

 

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Table of Contents

Type of Investment/
Portfolio company

 

Industry

 

Interest Rate(1)

  Initial
Acquisition
Date
  Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

AQA Aquisition Holding, Inc

  High Tech Industries   10.8% (LIBOR +8%)   10/01/2018     05/24/2024       1,000       991       1,000  

Constellis Holdings, LLC

  Aerospace & Defense   11.74% (LIBOR +9%)   04/18/2017     04/21/2025       1,000       989       958  

DigiCert, Inc.

  High Tech Industries   10.5% (LIBOR +8%)   09/20/2017     10/31/2025       600       597       587  

DiversiTech Holdings Inc

  Consumer goods: Durable   10.1% (LIBOR +7.5%)   05/18/2017     06/02/2025       2,000       1,984       1,940  

Gruden Acquisition Inc.

  Transportation: Cargo   11% (LIBOR +8.5%)   07/31/2015     08/18/2023       500       486       496  

Midwest Physician Administrative Services, LLC

  Healthcare & Pharmaceuticals   9.49% (LIBOR +7%)   08/11/2017     08/15/2025       979       971       955  

NextCare, Inc.

  Healthcare & Pharmaceuticals   11.25% (LIBOR +8.75%)   02/13/2018     08/28/2023       1,000       988       1,005  

Optiv Security Inc

  High Tech Industries   9.75% (LIBOR +7.25%)   01/19/2017     01/31/2025       1,500       1,495       1,421  

Park Place Technologies, LLC

  High Tech Industries   10.5% (LIBOR +8%)   03/22/2018     03/29/2026       700       694       690  

SESAC Holdco II LLC

  Media: Diversified & Production   9.75% (LIBOR +7.25%)   02/13/2017     02/24/2025       1,000       993       988  

TKC Holdings Inc

  Services: Business   10.5% (LIBOR +8%)   01/31/2017     02/01/2024       1,850       1,839       1,810  

TV Borrower US LLC

  High Tech Industries   10.85% (LIBOR +8.25%)   02/16/2017     02/22/2025       1,000       989       1,001  

Wash Multifamily Laundry Systems, LLC.

  Services: Consumer   9.5% (LIBOR +7%)   05/04/2015     05/15/2023       425       424       412  

Wash Multifamily Laundry Systems, LLC.

  Services: Consumer   9.5% (LIBOR +7%)   05/04/2015     05/12/2023       75       74       72  

Total United States of America

            $ 15,465     $ 15,279  
           

 

 

   

 

 

 

Total Second Lien Term Loans

            $ 15,465     $ 15,279  
           

 

 

   

 

 

 

Total Investments

            $ 342,160     $ 336,135  
           

 

 

   

 

 

 

Cash equivalents

             

Dreyfus Government Cash Management Fund

              13,822       13,822  

Other Cash

              618       618  
           

 

 

   

 

 

 

Total Cash and Cash equivalents

            $ 14,440     $ 14,440  
           

 

 

   

 

 

 

 

(1)

Variable interest rates indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates, at the borrower’s option. LIBOR rates are subject to interest rate floors.

 

71


Table of Contents
(2)

Represents fair value in accordance with ASC Topic 820.

(3)

Represents a delayed draw commitment of $580,077, of which $353,371 was unfunded as of March 31, 2019. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(4)

Represents a delayed draw commitment of $612,645, of which $460,886 was unfunded as of March 31, 2019. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(5)

Represents a delayed draw commitment of $1,538,462, which was unfunded as of March 31, 2019. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(6)

Represents a delayed draw commitment of $36,942, which was unfunded as of March 31, 2019. Issuer pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(7)

Represents a delayed draw commitment of $32,609, which was unfunded as of March 31, 2019. Issuer pays 3.75% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(8)

Represents a delayed draw commitment of $588,235, which was unfunded as of March 31, 2019. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(9)

Represents a delayed draw commitment of $895,155, of which $288,114 was unfunded as of March 31, 2019. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(10)

Represents a delayed draw commitment of $294,107, which was unfunded as of March 31, 2019. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(11)

Represents a delayed draw commitment of $496,514, which was unfunded as of March 31, 2019. Issuer pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities.

(12)

Unsettled trade that interest will start to accrue on when the trade settles. 3 month Libor as of March 31, 2019 is shown to reflect possible projected interest rate.

(13)

Unfunded amount will start to accrue interest when the position is funded. 3 month Libor as of March 31, 2019 is shown to reflect possible projected interest rate.

(14)

All investments are pledged as collateral for loans payable unless otherwise noted.

(15)

Investment was not pledged as collateral for loans payable as of March 31, 2019.

Logan JV Loan Portfolio as of December 31, 2018

(dollar amounts in thousands)

 

Type of Investment/
Portfolio company

  Industry   Interest Rate(1)   Initial
Acquisition
Date
    Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

Senior Secured First Lien Term Loans Canada

             

PNI Canada Acquireco Corp.

  High Tech
Industries
  6.85% (LIBOR
+4.5%)
    10/31/2018       10/31/2025       1,733     $ 1,724     $ 1,699  
           

 

 

   

 

 

 

Total Canada

            $ 1,724     $ 1,699  
           

 

 

   

 

 

 

Germany

             

Rhodia Acetow

  Consumer goods:
Non-Durable
  8.09% (LIBOR
+5.5%)
    04/21/2017       05/31/2023       985     $ 974     $ 955  

VAC Germany Holding GmbH

  Metals & Mining   6.8% (LIBOR
+4%)
    02/26/2018       02/26/2025       2,978       2,964       2,974  
           

 

 

   

 

 

 

Total Germany

            $ 3,938     $ 3,929  
           

 

 

   

 

 

 

United Kingdom

             

Auxey Bidco Ltd.

  Services: Business   7.97% (LIBOR
+5.5%)
    08/07/2018       08/07/2025       5,000     $ 4,806     $ 4,813  

 

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Table of Contents

Type of Investment/
Portfolio company

  Industry   Interest Rate(1)   Initial
Acquisition
Date
    Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

EG Group

  Retail   6.81% (LIBOR
+4%)
    03/23/2018       02/07/2025       2,845       2,832       2,749  
           

 

 

   

 

 

 

Total United Kingdom

            $ 7,638     $ 7,562  
           

 

 

   

 

 

 

United States of America

             

1A Smart Start LLC

  Services: Consumer   7.09% (LIBOR
+4.5%)
    08/28/2015       02/21/2022       4,347     $ 4,329     $ 4,347  

A Place for Mom Inc.

  Media: Advertising,
Printing &
Publishing
  6.27% (LIBOR
+3.75%)
    07/28/2017       08/10/2024       3,950       3,934       3,970  

A10 Capital, LLC

  Banking, Finance,
Insurance & Real
Estate
  8.96% (LIBOR
+6.5%)
    04/25/2018       04/27/2023       5,000       4,957       4,925  

Achilles Acquisition LLC

  Banking, Finance,
Insurance & Real
Estate
  6.56% (LIBOR
+4%)
    10/04/2018       10/03/2025       4,000       3,990       3,950  

Advanced Computer Software

  High Tech
Industries
  7.14% (LIBOR
+4.75%)
    05/25/2018       05/31/2024       1,496       1,493       1,485  

Advanced Integration Technology LP

  Aerospace &
Defense
  7.46% (LIBOR
+4.75%)
    07/15/2016       04/03/2023       1,955       1,941       1,936  

AgroFresh Inc.

  Chemicals,
Plastics & Rubber
  7.55% (LIBOR
+4.75%)
    12/01/2015       07/31/2021       1,935       1,928       1,909  

Air Medical Group Holdings Inc.

  Healthcare &
Pharmaceuticals
  6.75% (LIBOR
+4.25%)
    09/26/2017       03/14/2025       2,228       2,213       2,081  

Alcami Carolinas Corp.

  Healthcare &
Pharmaceuticals
  6.71% (LIBOR
+4.25%)
    07/09/2018       07/06/2025       3,990       3,971       3,970  

Alchemy US Holdco 1 LLC

  Chemicals,
Plastics & Rubber
  8.12% (LIBOR
+5.5%)
    10/01/2018       09/28/2025       2,000       1,971       1,995  

Alpha Media LLC

  Media:
Broadcasting &
Subscription
  9% (LIBOR
+6.5%)
    02/24/2016       02/25/2022       3,043       2,962       2,931  

AMCP Clean Acquisition Co LLC

  Wholesale   7.05% (LIBOR
+4.25%)
    07/10/2018       07/10/2025       2,407       2,396       2,386  

AMCP Clean Acquisition Co LLC(3)

  Wholesale   7.15% (LIBOR
+4.25%)
    07/10/2018       07/10/2025       581       225       222  

American Sportsman Holdings Co

  Retail   7.52% (LIBOR
+5%)
    11/22/2016       09/25/2024       3,950       3,906       3,796  

Ansira Holdings, Inc.(4)

  Media:
Diversified &
Production
  8.27% (LIBOR
+5.75%)
    04/17/2018       12/20/2022       613       150       149  

Ansira Holdings, Inc.

  Media:
Diversified &
Production
  8.27% (LIBOR
+5.75%)
    12/20/2016       12/20/2022       1,850       1,838       1,841  

 

73


Table of Contents

Type of Investment/
Portfolio company

  Industry   Interest Rate(1)   Initial
Acquisition
Date
    Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

AP Gaming I LLC

  Hotel, Gaming &
Leisure
  6.02% (LIBOR
+3.5%)
    06/06/2016       02/15/2024       2,463       2,457       2,424  

APC Aftermarket

  Automotive   7.62% (LIBOR
+5%)
    05/09/2017       05/10/2024       493       485       448  

Aptean, Inc.

  High Tech
Industries
  7.06% (LIBOR
+4.25%)
    12/15/2017       12/20/2022       929       922       920  

AQA Aquisition Holding, Inc.

  High Tech
Industries
  7.05% (LIBOR
+4.25%)
    10/01/2018       05/24/2023       1,995       1,995       1,985  

ATI Merger Sub Inc.(11)

  Healthcare &
Pharmaceuticals
  7.31% (LIBOR
+4.5%)
    12/19/2018       12/05/2025       4,333       4,290       4,301  

Avaya Inc.

  Telecommunications   6.71% (LIBOR
+4.25%)
    11/09/2017       12/15/2024       2,588       2,564       2,506  

Barbri Inc.

  Media:
Diversified &
Production
  6.6% (LIBOR
+4.25%)
    12/01/2017       12/01/2023       3,122       3,109       3,059  

BCP Qualtek Merger Sub LLC

  Telecommunications   8.28% (LIBOR
+5.75%)
    07/16/2018       07/18/2025       3,990       3,915       3,903  

Beasley Mezzanine Holdings LLC

  Media:
Broadcasting &
Subscription
  6.47% (LIBOR
+4%)
    11/17/2017       11/01/2023       2,927       2,915       2,893  

Big Ass Fans LLC

  Capital Equipment   6.55% (LIBOR
+3.75%)
    11/07/2017       05/21/2024       2,475       2,465       2,444  

Big River Steel LLC

  Metals & Mining   7.8% (LIBOR
+5%)
    08/15/2017       08/23/2023       1,975       1,960       1,960  

BI-LO LLC

  Retail   10.78% (LIBOR
+8%)
    05/15/2018       05/31/2024       1,493       1,438       1,434  

Bomgar Corp.

  High Tech
Industries
  6.52% (LIBOR
+4%)
    04/17/2018       04/18/2025       3,985       3,976       3,865  

Brand Energy & Infrastructure Services, Inc.

  Energy: Oil & Gas   6.76% (LIBOR
+4.25%)
    06/16/2017       06/21/2024       2,955       2,932       2,814  

California Cryobank LLC

  Healthcare &
Pharmaceuticals
  6.8% (LIBOR
+4%)
    08/03/2018       08/06/2025       3,200       3,185       3,200  

Cambium Learning Inc.

  Services: Consumer   4.5% (LIBOR
+4.5%)
    12/18/2018       12/11/2025       2,000       1,900       1,908  

CC Amulet Intermediate, LLC(5)(12)

  Healthcare &
Pharmaceuticals
  7.56% (LIBOR
+4.75%)
    06/18/2018       04/30/2024       1,538       (14     (15

CC Amulet Intermediate, LLC

  Healthcare &
Pharmaceuticals
  7.27% (LIBOR
+4.75%)
    06/18/2018       04/30/2024       3,444       3,413       3,410  

Clear Balance Holdings, LLC

  Banking, Finance,
Insurance & Real
Estate
  8.55% (LIBOR
+5.75%)
    07/07/2015       10/05/2023       4,938       4,920       4,937  

Commercial Barge Line Co

  Transportation:
Cargo
  11.27% (LIBOR
+8.75%)
    11/06/2015       11/12/2020       1,294       1,270       939  

Constellis Holdings, LLC

  Aerospace &
Defense
  7.52% (LIBOR
+5%)
    04/18/2017       04/21/2024       1,970       1,955       1,891  

Conyers Park Parent Merger Sub Inc.

  Beverage, Food &
Tobacco
  6.27% (LIBOR
+3.5%)
    06/21/2017       07/07/2024       1,975       1,967       1,955  

 

74


Table of Contents

Type of Investment/
Portfolio company

  Industry   Interest Rate(1)   Initial
Acquisition
Date
    Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

Country Fresh Holdings, LLC

  Beverage, Food &
Tobacco
  7.8% (LIBOR
+5%)
    07/14/2017       03/31/2023       4,340       4,308       3,668  

Covenant Surgical Partners Inc.

  Healthcare &
Pharmaceuticals
  7.3% (LIBOR
+4.5%)
    09/29/2017       10/04/2024       2,972       2,966       2,928  

CPI Acquisition, Inc.

  Services: Consumer   7.02% (LIBOR
+4.5%)
    08/14/2015       08/17/2022       4,187       4,106       2,684  

CryoLife Inc.

  Healthcare &
Pharmaceuticals
  6.05% (LIBOR
+3.25%)
    11/15/2017       12/02/2024       1,980       1,972       1,940  

CT Technologies Intermediate Holdings, Inc.

  Healthcare &
Pharmaceuticals
  6.77% (LIBOR
+4.25%)
    02/11/2015       12/01/2021       1,920       1,925       1,602  

Deerfield Holdings Corp.

  Banking, Finance,
Insurance & Real
Estate
  5.77% (LIBOR
+3.25%)
    12/06/2017       02/13/2025       248       248       236  

DigiCert, Inc.

  High Tech
Industries
  6.52% (LIBOR
+4%)
    09/20/2017       10/31/2024       995       991       978  

Drilling Info Inc.

  High Tech
Industries
  6.77% (LIBOR
+4.25%)
    07/27/2018       07/30/2025       4,489       4,468       4,478  

DXP Enterprises, Inc.

  Wholesale   7.27% (LIBOR
+4.75%)
    08/16/2017       08/29/2023       1,481       1,470       1,470  

Eliassen Group, LLC

  Services: Business   7.02% (LIBOR
+4.5%)
    10/19/2018       11/05/2024       4,167       4,146       4,146  

Empower Payments Acquisition

  Services: Business   7.05% (LIBOR
+4.25%)
    10/05/2018       10/05/2025       4,000       3,990       3,990  

Evo Payments International, LLC

  Banking, Finance,
Insurance & Real
Estate
  5.76% (LIBOR
+3.25%)
    12/08/2016       12/22/2023       2,594       2,576       2,512  

Gold Standard Baking, Inc.

  Wholesale   7.31% (LIBOR
+4.5%)
    05/19/2015       04/23/2021       2,481       2,476       2,257  

Golden West Packaging Group LLC

  Containers,
Packaging & Glass
  7.77% (LIBOR
+5.25%)
    02/09/2018       06/20/2023       4,731       4,711       4,719  

Great Dane Merger Sub Inc.

  High Tech
Industries
  6.27% (LIBOR
+3.75%)
    05/02/2018       05/21/2025       2,985       2,971       2,918  

Gruden Acquisition Inc.

  Transportation:
Cargo
  8.3% (LIBOR
+5.5%)
    06/21/2017       08/18/2022       1,970       1,935       1,933  

Gulf Finance, LLC

  Energy: Oil & Gas   8.06% (LIBOR
+5.25%)
    08/17/2016       08/25/2023       1,875       1,837       1,446  

Heartland Dental LLC(6)(12)

  Healthcare &
Pharmaceuticals
  6.56% (LIBOR
+3.75%)
    04/19/2018       04/17/2025       125       (1     (5

Heartland Dental LLC

  Healthcare &
Pharmaceuticals
  6.27% (LIBOR
+3.75%)
    04/19/2018       04/30/2025       1,368       1,362       1,315  

Help/Systems Holdings, Inc.

  High Tech
Industries
  6.27% (LIBOR
+3.75%)
    03/23/2018       03/28/2025       1,990       1,986       1,915  

Higginbotham Insurance Agency, Inc.

  Banking, Finance,
Insurance & Real
Estate
  6.26% (LIBOR
+3.75%)
    12/14/2017       12/19/2024       4,950       4,929       4,801  

Idera Inc.

  High Tech
Industries
  7.03% (LIBOR
+4.5%)
    06/27/2017       06/28/2024       2,332       2,313       2,336  

 

75


Table of Contents

Type of Investment/
Portfolio company

  Industry   Interest Rate(1)   Initial
Acquisition
Date
    Maturity
Date
    Principal     Amortized
Cost
    Fair
Value(2)
 

Infoblox Inc.

  High Tech
Industries
  7.02% (LIBOR
+4.5%)
    11/03/2016       11/07/2023       2,136       2,100       2,132  

Intermedia Holdings, Inc.

  Telecommunications   8.52% (LIBOR
+6%)
    07/13/2018       07/11/2025       3,000       2,972       2,996  

International Textile Group Inc.

  Consumer goods:
Durable
  7.35% (LIBOR
+5%)
    04/20/2018       04/19/2024       988       983       970