Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 814-00663
ARES CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland
33-1089684
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at October 28, 2016
Common stock, $0.001 par value
313,954,008
INDEX
Part I.
Financial Information
Item 1.
Financial Statements
Consolidated Balance Sheet as of September 30, 2016 (unaudited) and December 31, 2015
3
Consolidated Statement of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)
4
Consolidated Schedule of Investments as of September 30, 2016 (unaudited) and December 31, 2015
6
Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2016 (unaudited)
56
Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)
57
Notes to Consolidated Financial Statements (unaudited)
58
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
94
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
125
Item 4.
Controls and Procedures
126
Part II.
Other Information
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
128
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)
As of
September 30, 2016
December 31, 2015
(unaudited)
ASSETS
Investments at fair value
Non-controlled/non-affiliate company investments
$
5,981,144
6,481,333
Non-controlled affiliate company investments
175,473
195,074
Controlled affiliate company investments
2,648,034
2,379,089
Total investments at fair value (amortized cost of $8,927,999 and $9,147,646, respectively)
8,804,651
9,055,496
Cash and cash equivalents
125,089
257,056
Interest receivable
120,665
137,968
Receivable for open trades
21,664
—
Other assets
63,789
56,292
Total assets
9,135,858
9,506,812
LIABILITIES
Debt
3,720,916
4,113,935
Base management fees payable
33,923
34,125
Income based fees payable
33,052
31,234
Capital gains incentive fees payable
50,963
42,265
Accounts payable and other liabilities
51,730
60,587
Interest and facility fees payable
32,170
51,007
Payable for open trades
4,125
327
Total liabilities
3,926,879
4,333,480
Commitments and contingencies (Note 7)
STOCKHOLDERS’ EQUITY
Common stock, par value $0.001 per share, 500,000 common shares authorized; 313,954 and 314,347 common shares issued and outstanding, respectively
314
Capital in excess of par value
5,312,800
5,318,277
Accumulated overdistributed net investment income
(3,262
)
(894
Accumulated net realized gains (losses) on investments, foreign currency transactions, extinguishment of debt and other assets
25,523
(53,013
Net unrealized losses on investments, foreign currency and other transactions
(126,396
(91,352
Total stockholders’ equity
5,208,979
5,173,332
Total liabilities and stockholders’ equity
NET ASSETS PER SHARE
16.59
16.46
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2016
2015
INVESTMENT INCOME:
From non-controlled/non-affiliate company investments:
Interest income from investments
134,098
128,814
411,856
376,257
Capital structuring service fees
33,786
27,883
60,440
49,410
Dividend income
6,226
4,045
23,215
11,957
Other income
3,203
2,583
9,708
8,683
Total investment income from non-controlled/non-affiliate company investments
177,313
163,325
505,219
446,307
From non-controlled affiliate company investments:
4,211
3,629
12,155
10,948
2,205
38
40
1,407
49
66
275
196
Total investment income from non-controlled affiliate company investments
4,260
3,733
12,470
14,756
From controlled affiliate company investments:
61,525
75,494
186,968
220,660
1,249
1,885
2,425
21,416
10,000
30,250
40,099
Management and other fees
3,879
6,148
13,506
18,421
444
363
1,144
2,015
Total investment income from controlled affiliate company investments
77,097
93,890
234,293
302,611
Total investment income
258,670
260,948
751,982
763,674
EXPENSES:
Interest and credit facility fees
43,300
56,618
138,877
171,614
Base management fees
33,284
103,126
100,221
Income based fees
31,842
91,097
90,156
Capital gain incentive fees
(5,491
(2,628
8,698
834
Administrative fees
3,433
3,545
10,198
10,515
Professional fees and other costs related to the American Capital Acquisition
2,699
10,710
Other general and administrative
6,488
6,926
20,814
22,652
Total expenses
117,404
129,587
383,520
395,992
NET INVESTMENT INCOME BEFORE INCOME TAXES
141,266
131,361
368,462
367,682
Income tax expense, including excise tax
3,570
884
12,772
7,025
NET INVESTMENT INCOME
137,696
130,477
355,690
360,657
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, FOREIGN CURRENCY AND OTHER TRANSACTIONS:
Net realized gains (losses):
3,601
19,378
55,114
71,182
12,223
25,897
13,097
26,230
5,048
11,378
Foreign currency transactions
(310
2,462
(1,053
6,327
Net realized gains
20,562
47,737
78,536
103,739
Net unrealized gains (losses):
(57,484
(23,322
(91,240
(47,050
(10,043
(29,859
11,724
(13,463
23,506
(7,920
48,490
(34,535
Foreign currency and other transactions
(3,996
(254
(4,018
(1,552
Net unrealized losses
(48,017
(61,355
(35,044
(96,600
Net realized and unrealized gains (losses) from investments, foreign currency and other transactions
(27,455
(13,618
43,492
7,139
REALIZED LOSSES ON EXTINGUISHMENT OF DEBT
(3,839
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS
110,241
116,859
399,182
363,957
BASIC AND DILUTED EARNINGS PER COMMON SHARE (see Note 10)
0.35
0.37
1.27
1.16
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING (see Note 10)
313,954
314,469
314,067
314,350
5
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of September 30, 2016
(dollar amounts in thousands)
Company(1)
Business Description
Investment
Interest(6)(12)
Acquisition Date
Amortized Cost
Fair Value
Percentage of Net Assets
Investment Funds and Vehicles
Covestia Capital Partners, LP (10)
Investment partnership
Limited partnership interest (47.00% interest)
6/17/2008
487
1,770
(2)
HCI Equity, LLC (8)(9)(10)
Investment company
Member interest (100.00% interest)
4/1/2010
Imperial Capital Private Opportunities, LP (10)(26)
Limited partnership interest (80.00% interest)
5/10/2007
4,054
17,131
Partnership Capital Growth Fund I, L.P. (10)
Limited partnership interest (25.00% interest)
6/16/2006
194
Partnership Capital Growth Investors III, L.P. (10)(26)
Limited partnership interest (2.50% interest)
10/5/2011
2,655
3,039
PCG-Ares Sidecar Investment II, L.P. (10)(26)
Limited partnership interest (100.00% interest)
10/31/2014
7,456
11,430
PCG-Ares Sidecar Investment, L.P. (10)(26)
5/22/2014
3,355
2,796
Piper Jaffray Merchant Banking Fund I, L.P. (10)(26)
Limited partnership interest (2.00% interest)
8/16/2012
1,664
1,491
Senior Direct Lending Program, LLC (8)(10)(28)
Co-investment vehicle
Subordinated certificates ($195,338 par due 12/2036)
8.86% (Libor + 8.00%/M)(22)
7/27/2016
195,338
Member interest (87.50% interest)
Senior Secured Loan Fund LLC (8)(11)(27)
Subordinated certificates ($2,003,959 par due 12/2024)
8.86% (Libor + 8.00%/M)(21)
10/30/2009
1,938,446
1,899,754
VSC Investors LLC (10)
Membership interest (1.95% interest)
1/24/2008
299
1,124
2,153,754
2,134,195
40.97
%
Healthcare Services
Absolute Dental Management LLC and ADM Equity, LLC
Dental services provider
First lien senior secured loan ($18,750 par due 1/2022)
9.06% (Libor + 8.06%/Q)
1/5/2016
18,750
18,188
(3)(20)
First lien senior secured loan ($5,000 par due 1/2022)
5,000
4,850
(4)(20)
Class A preferred units (4,000,000 units)
4,000
1,901
Class A common units (4,000,000 units)
27,750
24,939
ADCS Billings Intermediate Holdings, LLC (25)
Dermatology practice
First lien senior secured revolving loan ($1,375 par due 5/2022)
8.25%(Base Rate + 4.75%/Q)
5/18/2016
1,375
(2)(20)(24)
ADG, LLC and RC IV GEDC Investor LLC (25)
First lien senior secured revolving loan ($2,117 par due 9/2022)
5.75% (Libor + 4.75%/Q)
9/28/2016
2,117
(2)(20)
First lien senior secured loan ($33,388 par due 9/2023)
33,387
Second lien senior secured loan ($87,500 par due 3/2024)
10.00% (Libor + 9.00%/Q)
87,500
Membership units (3,000,000 units)
3,000
126,004
Alegeus Technologies Holdings Corp.
Benefits administration and transaction processing provider
Preferred stock (2,997 shares)
12/13/2013
3,087
1,793
Common stock (3 shares)
3,090
Argon Medical Devices, Inc.
Manufacturer and marketer of single-use specialty medical devices
Second lien senior secured loan ($9,000 par due 6/2022)
10.50% (Libor + 9.50%/Q)
12/23/2015
8,758
9,000
AwarePoint Corporation
Healthcare technology platform developer
First lien senior secured loan ($8,772 par due 6/2018)
10.50% (Libor + 9.50%/M)
9/5/2014
8,548
8,772
Warrant to purchase up to 3,213,367 shares of Series 1 preferred stock (expires 9/2024)
11/14/2014
609
9,381
CCS Intermediate Holdings, LLC and CCS Group Holdings, LLC (25)
Correctional facility healthcare operator
First lien senior secured revolving loan ($3,750 par due 7/2019)
5.00% (Libor + 4.00%/Q)
7/23/2014
3,750
3,188
First lien senior secured revolving loan ($1,620 par due 7/2019)
6.50%(Base Rate + 3.00%/Q)
1,620
1,377
First lien senior secured loan ($6,601 par due 7/2021)
6,579
5,611
Second lien senior secured loan ($135,000 par due 7/2022)
9.38% (Libor + 8.38%/Q)
134,017
101,250
Class A units (601,937 units)
8/19/2010
215
145,966
111,641
Correctional Medical Group Companies, Inc.
First lien senior secured loan ($3,088 par due 9/2021)
9.39% (Libor + 8.39%/Q)
9/29/2015
3,088
3,026
First lien senior secured loan ($4,093 par due 9/2021)
4,093
4,011
First lien senior secured loan ($44,707 par due 9/2021)
44,707
43,813
51,888
50,850
DCA Investment Holding, LLC (25)
Multi-branded dental practice management
First lien senior secured revolving loan ($5,774 par due 7/2021)
7.75%(Base Rate + 4.25%/Q)
7/2/2015
5,774
5,659
First lien senior secured loan ($18,945 par due 7/2021)
6.25% (Libor + 5.25%/Q)
18,831
18,566
24,605
24,225
DNAnexus, Inc.
Bioinformatics company
First lien senior secured loan ($10,075 par due 10/2018)
9.25% (Libor + 8.25%/M)
3/21/2014
9,861
10,075
Warrant to purchase up to 909,092 units of Series C preferred stock (expires 3/2024)
121
10,196
Global Healthcare Exchange, LLC and GHX Ultimate Parent Corp.
On-demand supply chain automation solutions provider
Second lien senior secured loan ($47,500 par due 8/2023)
9.75% (Libor + 8.75%/Q)
8/18/2016
46,787
47,500
Class A common stock (1,788 shares)
3/11/2014
1,788
Class B common stock (980 shares)
30
5,244
48,605
54,532
Greenphire, Inc. and RMCF III CIV XXIX, L.P (25)
Software provider for clinical trial management
First lien senior secured loan ($1,500 par due 12/2018)
9.00% (Libor + 8.00%/M)
12/19/2014
1,500
First lien senior secured loan ($3,800 par due 12/2018)
3,800
Limited partnership interest (99.90% interest)
999
1,590
6,299
6,890
Hygiena Borrower LLC (25)
Adenosine triphosphate testing technology provider
Second lien senior secured loan ($10,000 par due 8/2023)
8/26/2016
INC Research Mezzanine Co-Invest, LLC
Pharmaceutical and biotechnology consulting services
Common units (1,410,000 units)
9/27/2010
738
Intermedix Corporation
Revenue cycle management provider to the emergency healthcare industry
Second lien senior secured loan ($112,000 par due 6/2020)
9.25% (Libor + 8.25%/Q)
12/27/2012
112,000
107,520
Island Medical Management Holdings, LLC (25)
Provider of physician management services
First lien senior secured revolving loan ($250 par due 9/2021)
6.00% (Libor + 5.00%/Q)
9/1/2016
250
First lien senior secured loan ($382 par due 9/2022)
382
7
First lien senior secured loan ($6,228 par due 9/2022)
6,228
6,860
MC Acquisition Holdings I, LLC
Healthcare professional provider
Class A units (1,338,314 shares)
1/17/2014
1,338
1,170
MW Dental Holding Corp. (25)
First lien senior secured revolving loan ($1,000 par due 4/2018)
8.50% (Libor + 7.00%/Q)
4/12/2011
1,000
First lien senior secured loan ($44,972 par due 4/2018)
44,972
First lien senior secured loan ($47,373 par due 4/2018)
47,373
First lien senior secured loan ($19,591 par due 4/2018)
19,591
112,936
My Health Direct, Inc. (25)
Healthcare scheduling exchange software solution provider
First lien senior secured loan ($1,600 par due 1/2018)
10.75%
9/18/2014
1,581
1,600
Warrant to purchase up to 4,548 shares of Series D preferred stock (expires 9/2024)
39
1,640
New Trident Holdcorp, Inc.
Outsourced mobile diagnostic healthcare service provider
Second lien senior secured loan ($80,000 par due 7/2020)
10.25% (Libor + 9.00%/Q)
8/6/2013
79,085
76,000
NMSC Holdings, Inc. and ASP NAPA Holdings, LLC
Anesthesia management services provider
Second lien senior secured loan ($72,796 par due 10/2023)
11.00% (Libor + 10.00%/Q)
4/19/2016
72,796
Class A units (25,277 units)
2,528
2,488
75,324
75,284
Nodality, Inc.
Biotechnology company
First lien senior secured loan ($2,743 par due 8/2016)
11/12/2015
2,533
2,585
(2)(19)
First lien senior secured loan ($10,885 par due 8/2016)
4/25/2014
9,694
773
Common stock (3,736,255 shares)
5/1/2016
12,227
3,358
nThrive, Inc. (fka Precyse Acquisition Corp.)
Provider of healthcare information management technology and services
Second lien senior secured loan ($10,000 par due 4/2023)
10.75% (Libor + 9.75%/Q)
4/20/2016
9,624
OmniSYS Acquisition Corporation, OmniSYS, LLC, and OSYS Holdings, LLC (25)
Provider of technology-enabled solutions to pharmacies
First lien senior secured loan ($5,899 par due 11/2018)
8.50% (Libor + 7.50%/Q)
11/21/2013
5,899
Limited liability company membership interest (1.57%)
679
6,899
6,578
Patterson Medical Supply, Inc.
Distributor of rehabilitation supplies and equipment
Second lien senior secured loan ($78,000 par due 8/2023)
9.50% (Libor + 8.50%/Q)
9/2/2015
76,070
78,000
PerfectServe, Inc. (25)
Communications software platform provider for hospitals and physician practices
First lien senior secured loan ($9,000 par due 3/2020)
9/15/2015
8,714
First lien senior secured loan ($2,000 par due 6/2020)
1,965
2,000
First lien senior secured loan ($3,000 par due 6/2021)
2,960
Warrant to purchase up to 28,428 shares of Series C preferred stock (expires 9/2025)
180
256
Warrant to purchase up to 34,113 units of Series C preferred stock (expires 12/2023)
12/26/2013
307
13,819
14,563
PhyMED Management LLC
Provider of anesthesia services
Second lien senior secured loan ($47,239 par due 5/2021)
12/18/2015
46,616
45,821
Respicardia, Inc.
Developer of implantable therapies to improve cardiovascular health
Warrant to purchase up to 99,094 shares of Series C preferred stock (expires 6/2022)
6/28/2012
28
8
Sarnova HC, LLC, Tri-Anim Health Services, Inc., and BEMS Holdings, LLC
Distributor of emergency medical service and respiratory products
Second lien senior secured loan ($54,000 par due 7/2022)
1/29/2016
54,000
Transaction Data Systems, Inc.
Pharmacy management software provider
Second lien senior secured loan ($27,500 par due 6/2022)
6/15/2015
27,500
U.S. Anesthesia Partners, Inc.
Anesthesiology service provider
Second lien senior secured loan ($23,500 par due 9/2020)
10.25% (Libor + 9.25%/Q)
12/14/2015
23,500
Second lien senior secured loan ($50,000 par due 9/2020)
9/24/2014
50,000
73,500
Urgent Cares of America Holdings I, LLC and FastMed Holdings I, LLC (25)
Operator of urgent care clinics
First lien senior secured loan ($13,895 par due 12/2022)
7.00% (Libor + 6.00%/Q)
12/1/2015
13,895
12,644
First lien senior secured loan ($54,314 par due 12/2022)
54,313
49,426
Preferred units (7,696,613 units)
6/11/2015
7,697
8,616
Series A common units (2,000,000 units)
522
Series C common units (1,026,866 units)
219
77,905
71,427
VistaPharm, Inc. and Vertice Pharma UK Parent Limited
Manufacturer and distributor of generic pharmaceutical products
Preferred shares (40,662 shares)
12/21/2015
407
(9)
Young Innovations, Inc.
Dental supplies and equipment manufacturer
Second lien senior secured loan ($45,000 par due 7/2019)
9.00% (Libor + 8.00%/Q)
5/30/2014
45,000
1,305,517
1,253,156
24.06
Other Services
American Residential Services L.L.C.
Heating, ventilation and air conditioning services provider
Second lien senior secured loan ($67,000 par due 12/2021)
6/30/2014
66,657
67,000
Community Education Centers, Inc. and CEC Parent Holdings LLC (8)
Offender re-entry and in-prison treatment services provider
First lien senior secured loan ($13,579 par due 12/2017)
12/10/2010
13,579
(2)(13)(20)
First lien senior secured loan ($707 par due 12/2017)
707
Second lien senior secured loan ($21,895 par due 6/2018)
15.75% (Libor + 15.00%/Q)
21,895
Class A senior preferred units (7,846 units)
3/27/2015
9,384
10,918
Class A junior preferred units (26,154 units)
20,168
18,850
Class A common units (134 units)
65,733
65,949
Competitor Group, Inc., Calera XVI, LLC and Champion Parent Corporation (8)(25)
Endurance sports media and event operator
First lien senior secured revolving loan ($4,602 par due 11/2018)
5.00% (Libor + 3.75%/Q)
11/30/2012
4,473
4,602
First lien senior secured revolving loan ($600 par due 11/2018)
9/29/2016
600
First lien senior secured loan ($39,098 par due 11/2018)
37,993
39,098
Preferred shares (18,875 shares)
3/25/2016
15,966
1,245
Membership units (2,522,512 units)
2,523
Common shares (114,000 shares)
61,555
45,545
Crown Health Care Laundry Services, Inc. and Crown Laundry Holdings, LLC (7)(25)
Provider of outsourced healthcare linen management solutions
First lien senior secured revolving loan ($3,800 par due 3/2019)
7.25% (Libor + 6.00%/Q)
3/13/2014
First lien senior secured loan ($5,261 par due 3/2019)
5,261
Class A preferred units (2,475,000 units)
2,475
2,952
Class B common units (275,000 units)
328
9
11,811
12,341
Dwyer Acquisition Parent, Inc. and TDG Group Holding Company
Operator of multiple franchise concepts primarily related to home maintenance or repairs
Senior subordinated loan ($31,500 par due 2/2020)
11.00%
6/12/2015
31,500
Senior subordinated loan ($52,670 par due 2/2020)
8/15/2014
52,670
Common stock (32,843 shares)
3,378
4,986
87,548
89,156
Massage Envy, LLC (25)
Franchisor in the massage industry
First lien senior secured loan ($38,987 par due 9/2018)
8.50% (Libor + 7.25%/Q)
9/27/2012
38,987
38,988
First lien senior secured loan ($18,945 par due 9/2018)
18,945
Common stock (3,000,000 shares)
5,762
60,932
63,695
McKenzie Sports Products, LLC (25)
Designer, manufacturer and distributor of hunting-related supplies
First lien senior secured loan ($5,500 par due 9/2020)
6.75% (Libor + 5.75%/Q)
5,500
5,390
(2)(14)(20)
First lien senior secured loan ($39,500 par due 9/2020)
39,500
38,710
First lien senior secured loan ($45,000 par due 9/2020)
44,100
(3)(14)(20)
90,000
88,200
OpenSky Project, Inc. and OSP Holdings, Inc.
Social commerce platform operator
First lien senior secured loan ($1,200 par due 9/2017)
10.00%
6/4/2014
1,195
1,200
Warrant to purchase up to 159,496 shares of Series D preferred stock (expires 4/2025)
6/29/2015
48
1,243
Osmose Holdings, Inc.
Provider of structural integrity management services to transmission and distribution infrastructure
Second lien senior secured loan ($25,000 par due 8/2023)
8.75% (Libor + 7.75%/Q)
9/3/2015
24,568
24,500
SocialFlow, Inc.
Social media optimization platform provider
First lien senior secured loan ($4,000 par due 8/2019)
9.50% (Libor + 8.50%/M)
3,919
(5)(20)
Warrant to purchase up to 215,331 shares of Series C preferred stock (expires 1/2026)
25
(5)
4,025
Spin HoldCo Inc.
Laundry service and equipment provider
Second lien senior secured loan ($140,000 par due 5/2020)
8.00% (Libor + 7.00%/Q)
5/14/2013
140,000
137,200
Surface Dive, Inc.
SCUBA diver training and certification provider
Second lien senior secured loan ($31,591 par due 1/2022)
7/28/2015
31,591
Second lien senior secured loan ($94,094 par due 1/2022)
1/29/2015
93,753
94,094
125,344
125,685
TWH Water Treatment Industries, Inc., TWH Filtration Industries, Inc. and TWH Infrastructure Industries, Inc. (25)
Wastewater infrastructure repair, treatment and filtration holding company
First lien senior secured loan ($5,370 par due 10/2019)
10/10/2014
5,370
First lien senior secured loan ($36,400 par due 10/2019)
36,400
41,770
U.S. Security Associates Holdings, Inc
Security guard service provider
Second lien senior secured loan ($25,000 par due 7/2018)
11/24/2015
25,000
WASH Multifamily Acquisition Inc. and Coinamatic Canada Inc.
Second lien senior secured loan ($3,726 par due 5/2023)
5/14/2015
3,664
3,689
Second lien senior secured loan ($21,274 par due 5/2023)
20,920
21,061
24,584
24,750
830,664
816,016
15.67
10
Business Services
Accruent, LLC and Athena Parent, Inc. (25)
Real estate and facilities management software provider
First lien senior secured loan ($15,000 par due 5/2022)
9/13/2016
15,000
First lien senior secured loan ($4,500 par due 5/2022)
9/19/2016
4,500
Second lien senior secured loan ($10,500 par due 11/2022)
12.25%(Base Rate + 8.75%/Q)
10,500
Second lien senior secured loan ($42,500 par due 11/2022)
42,500
Series A preferred stock (778 shares)
778
800
Common stock (3,000 shares)
5/16/2016
3,084
76,278
76,384
Brandtone Holdings Limited (9)
Mobile communications and marketing services provider
First lien senior secured loan ($4,676 par due 11/2018)
12.50% (Libor + 10.50% Cash, 1.00% PIK/M)
5/11/2015
4,591
3,975
First lien senior secured loan ($3,098 par due 2/2019)
3,035
2,633
Warrant to purchase up to 184,003 units of Series Three participating convertible preferred shares (expires 8/2026)
7,626
6,608
CallMiner, Inc.
Provider of cloud-based conversational analytics solutions
Second lien senior secured loan ($2,424 par due 5/2018)
2,417
2,424
Second lien senior secured loan ($1,394 par due 8/2018)
1,389
1,394
Warrant to purchase up to 2,350,636 shares of Series 1 preferred stock (expires 7/2024)
3,806
3,818
CIBT Holdings, Inc. and CIBT Investment Holdings, LLC
Expedited travel document processing services
Class A shares (2,500 shares)
12/15/2011
2,500
6,015
Clearwater Analytics, LLC (25)
Provider of integrated cloud-based investment portfolio management, accounting, reporting and analytics software
First lien senior secured loan ($25,500 par due 9/2022)
25,500
CMW Parent LLC (fka Black Arrow, Inc.)
Multiplatform media firm
Series A units (32 units)
9/11/2015
Command Alkon, Incorporated and CA Note Issuer, LLC
Software solutions provider to the ready-mix concrete industry
Second lien senior secured loan ($10,000 par due 8/2020)
9/28/2012
Second lien senior secured loan ($11,500 par due 8/2020)
9.44% (Libor + 8.25%/Q)
11,500
Second lien senior secured loan ($26,500 par due 8/2020)
26,500
Senior subordinated loan ($22,542 par due 8/2021)
14.00% PIK
8/8/2014
22,542
70,542
Compuware Parent, LLC
Web and mobile cloud performance testing and monitoring services provider
Class A-1 common stock (4,132 units)
12/15/2014
2,250
2,113
Class B-1 common stock (4,132 units)
450
422
Class C-1 common stock (4,132 units)
300
282
Class A-2 common stock (4,132 units)
Class B-2 common stock (4,132 units)
Class C-2 common stock (4,132 units)
2,817
11
Directworks, Inc. and Co-Exprise Holdings, Inc.
Provider of cloud-based software solutions for direct materials sourcing and supplier management for manufacturers
First lien senior secured loan ($1,917 par due 4/2018)
10.25% (Libor + 9.25%/M)
1,863
1,782
Warrant to purchase up to 1,875,000 shares of Series 1 preferred stock (expires 12/2024)
DTI Holdco, Inc. and OPE DTI Holdings, Inc. (25)
Provider of legal process outsourcing and managed services
First lien senior secured loan ($4,167 par due 9/2023)
9/23/2016
4,166
Class A common stock (7,500 shares)
8/19/2014
7,500
4,323
Class B common stock (7,500 shares)
11,625
12,812
Faction Holdings, Inc. and The Faction Group LLC (fka PeakColo Holdings, Inc.) (25)
Wholesaler of cloud-based software applications and services
First lien senior secured revolving loan ($1,000 par due 11/2017)
7.75% (Base Rate + 4.25%/M)
11/3/2014
First lien senior secured loan ($3,000 par due 12/2019)
9.75% (Libor + 8.75%/M)
12/3/2015
First lien senior secured loan ($3,556 par due 5/2019)
3,512
3,556
Warrant to purchase up to 1,481 shares of Series A preferred stock (expires 12/2025)
Warrant to purchase up to 2,037 shares of Series A preferred stock (expires 11/2024)
93
147
7,605
7,703
First Insight, Inc.
Software company providing merchandising and pricing solutions to companies worldwide
Warrant to purchase up to 122,827 units of Series C preferred stock (expires 3/2024)
3/20/2014
iControl Networks, Inc. and uControl Acquisition, LLC
Software and services company for the connected home market
Second lien senior secured loan ($20,000 par due 3/2019)
2/19/2015
19,750
20,150
(2)(18)(20)
Warrant to purchase up to 385,616 shares of Series D preferred stock (expires 2/2022)
IfByPhone Inc.
Voice-based marketing automation software provider
Warrant to purchase up to 124,300 shares of Series C preferred stock (expires 10/2022)
10/15/2012
88
71
Interactions Corporation
Developer of a speech recognition software based customer interaction system
Second lien senior secured loan ($2,500 par due 7/2019)
9.85% (Libor + 8.85%/M)
6/16/2015
2,260
Second lien senior secured loan ($22,500 par due 7/2019)
22,227
22,500
Warrant to purchase up to 68,187 shares of Series G-3 convertible preferred stock (expires 6/2022)
303
290
24,790
25,290
iPipeline, Inc., Internet Pipeline, Inc. and iPipeline Holdings, Inc. (25)
Provider of SaaS-based software solutions to the insurance and financial services industry
First lien senior secured loan ($2,504 par due 8/2022)
8.25% (Libor + 7.25%/Q)
8/4/2015
2,504
First lien senior secured loan ($44,550 par due 8/2022)
44,550
First lien senior secured loan ($14,850 par due 8/2022)
14,850
Preferred stock (1,485 shares)
1,485
2,508
Common stock (647,542 shares)
15
63,404
64,437
IronPlanet, Inc.
Online auction platform provider for used heavy equipment
Warrant to purchase to up to 133,333 shares of Series C preferred stock (expires 9/2023)
9/24/2013
214
383
12
Itel Laboratories, Inc. (25)
Data services provider for building materials to property insurance industry
Preferred units (1,798,391 units)
6/29/2012
1,254
Market Track Holdings, LLC
Business media consulting services company
Preferred stock (1,685 shares)
2,221
2,538
Common stock (16,251 shares)
2,278
4,442
4,816
Maximus Holdings, LLC
Provider of software simulation tools and related services
Warrant to purchase up to 1,050,013 shares of common stock (expires 10/2019)
91
Ministry Brands, LLC and MB Parent Holdings, LLC (25)
Software and payment services provider to faith-based institutions
First lien senior secured loan ($244 par due 11/2021)
5.25% (Libor + 4.25%/Q)
7/12/2016
244
First lien senior secured loan ($38,214 par due 11/2021)
3/16/2016
37,992
38,214
First lien senior secured loan ($24,875 par due 11/2021)
24,875
First lien senior secured loan ($9,686 par due 11/2021)
9,686
Class A common units (2,130,772 units)
11/20/2015
2,131
74,928
75,150
MVL Group, Inc. (8)
Marketing research provider
Senior subordinated loan ($450 par due 7/2012)
226
Common stock (560,716 shares)
NAS, LLC, Nationwide Marketing Group, LLC and Nationwide Administrative Services, Inc.
Buying and marketing services organization for appliance, furniture and consumer electronics dealers
Second lien senior secured loan ($24,100 par due 12/2021)
6/1/2015
24,100
22,413
NSM Insurance Group, LLC (25)
Insurance program administrator
First lien senior secured loan ($13,222 par due 9/2022)
13,222
PayNearMe, Inc.
Electronic cash payment system provider
First lien senior secured loan ($10,000 par due 9/2019)
3/11/2016
9,576
Warrant to purchase up to 195,726 shares of Series E preferred stock (expires 3/2023)
207
192
9,783
10,192
PHL Investors, Inc., and PHL Holding Co. (8)
Mortgage services
Class A common stock (576 shares)
7/31/2012
3,768
Planview, Inc.
Provider of project and portfolio management software
Second lien senior secured loan ($30,000 par due 8/2022)
8/9/2016
30,000
Poplicus Incorporated
Business intelligence and market analytics platform for companies that sell to the public sector
First lien senior secured loan ($5,096 par due 1/2018)
6/25/2015
4,669
2,549
(5)(19)
Warrant to purchase up to 2,402,991 shares of Series C preferred stock (expires 6/2025)
4,794
PowerPlan, Inc. and Project Torque Ultimate Parent Corporation
Fixed asset financial management software provider
Second lien senior secured loan ($30,000 par due 2/2023)
2/23/2015
29,774
Second lien senior secured loan ($50,000 par due 2/2023)
49,603
Class A common stock (1,980 shares)
1,980
Class B common stock (989,011 shares)
20
3,507
81,377
83,514
Powersport Auctioneer Holdings, LLC
Powersport vehicle auction operator
Common units (1,972 units)
3/2/2012
1,473
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc.
Provider of data visualization software for data analytics
First lien senior secured loan ($140,286 par due 8/2022)
8/22/2016
138,324
140,286
13
Class A common shares (7,445 shares)
7,445
Class B common shares (1,841,609 shares)
75
145,844
147,806
R2 Acquisition Corp.
Marketing services
Common stock (250,000 shares)
5/29/2007
266
Rocket Fuel Inc.
Provider of open and integrated software for digital marketing optimization
Common stock (11,405 shares)
9/9/2014
16
Sonian Inc.
Cloud-based email archiving platform
First lien senior secured loan ($7,500 par due 9/2019)
9/9/2015
7,346
Warrant to purchase up to 169,045 shares of Series C preferred stock (expires 9/2022)
7,439
7,593
Talari Networks, Inc.
Networking equipment provider
First lien senior secured loan ($6,000 par due 12/2018)
8/3/2015
5,923
6,000
Warrant to purchase up to 421,052 shares of Series D-1 preferred stock (expires 8/2022)
50
5,973
6,050
The Greeley Company, Inc. and HCP Acquisition Holdings, LLC (8)
Healthcare compliance advisory services
Senior subordinated loan ($10,131 par due 3/2017)
3/5/2013
Class A units (14,293,110 units)
6/26/2008
12,793
TraceLink, Inc. (25)
Supply chain management software provider for the pharmaceutical industry
First lien senior secured revolving loan ($4,400 par due 12/2016)
7.50%(Base Rate + 4.00%/M)
1/2/2015
4,400
First lien senior secured loan ($4,065 par due 1/2019)
8.50% (Libor + 7.00%/M)
4,004
4,065
Warrant to purchase up to 283,353 shares of Series A-2 preferred stock (expires 1/2025)
146
1,040
8,550
9,505
Velocity Holdings Corp.
Hosted enterprise resource planning application management services provider
Common units (1,713,546 units)
4,503
2,975
WorldPay Group PLC (9)
Payment processing company
C2 shares (73,974 shares)
10/21/2015
752,634
744,434
14.29
Consumer Products
Badger Sportswear Acquisition, Inc.
Provider of team uniforms and athletic wear
Second lien senior secured loan ($50,000 par due 3/2024)
9/6/2016
49,893
Feradyne Outdoors, LLC and Bowhunter Holdings, LLC
Provider of branded archery and bowhunting accessories
First lien senior secured loan ($4,438 par due 3/2019)
4.00% (Libor + 3.00%/Q)
4/24/2014
4,438
4,216
First lien senior secured loan ($6,613 par due 3/2019)
6,613
6,282
First lien senior secured loan ($9,500 par due 3/2019)
6.55% (Libor + 5.55%/Q)
9,500
8,740
(2)(17)(20)
First lien senior secured loan ($50,100 par due 3/2019)
50,100
46,092
(3)(17)(20)
Common units (300 units)
2,034
74,384
67,364
Indra Holdings Corp.
Designer, marketer, and distributor of rain and cold weather products
Second lien senior secured loan ($80,000 par due 11/2021)
5/1/2014
79,117
61,600
Matrixx Initiatives, Inc. and Wonder Holdings Acquisition Corp.
Developer and marketer of OTC healthcare products
Warrant to purchase up to 941 shares of preferred stock (expires 6/2021)
7/27/2011
1,424
Warrant to purchase up to 1,654,678 shares of common stock (expires 6/2021)
579
2,003
14
Oak Parent, Inc.
Manufacturer of athletic apparel
First lien senior secured loan ($7,687 par due 4/2018)
7.84% (Libor + 7.00%/Q)
4/2/2012
7,676
7,686
First lien senior secured loan ($43 par due 4/2018)
9.50%(Base Rate + 6.00%/Q)
43
7,719
7,729
Plantation Products, LLC, Seed Holdings, Inc. and Flora Parent, Inc.
Provider of branded lawn and garden products
Second lien senior secured loan ($2,000 par due 6/2021)
9.54% (Libor + 8.54%/Q)
12/23/2014
1,996
Second lien senior secured loan ($54,000 par due 6/2021)
53,773
Second lien senior secured loan ($10,000 par due 6/2021)
9,962
Common stock (30,000 shares)
4,212
68,731
70,212
SHO Holding I Corporation
Manufacturer and distributor of slip resistant footwear
Second lien senior secured loan ($100,000 par due 4/2023)
10/27/2015
97,753
99,000
Shock Doctor, Inc. and Shock Doctor Holdings, LLC (7)
Developer, marketer and distributor of sports protection equipment and accessories
Second lien senior secured loan ($35,425 par due 10/2021)
11.50% (Libor + 10.50%/Q)
4/22/2015
35,425
Second lien senior secured loan ($54,000 par due 10/2021)
Class A preferred units (50,000 units)
3/14/2014
4,544
Class C preferred units (50,000 units)
4,543
99,425
98,512
The Step2 Company, LLC (8)
Toy manufacturer
Second lien senior secured loan ($27,583 par due 9/2019)
27,501
27,583
Second lien senior secured loan ($48,318 par due 9/2019)
15.00% PIK
30,307
48,318
Common units (1,116,879 units)
4/1/2011
24
3,418
Class B common units (126,278,000 units)
10/30/2014
Warrant to purchase up to 3,157,895 units
85
57,832
79,404
Varsity Brands Holding Co., Inc., Hercules Achievement, Inc., Hercules Achievement Holdings, Inc. and Hercules VB Holdings, Inc.
Leading manufacturer and distributor of textiles, apparel & luxury goods
Second lien senior secured loan ($1,576 par due 12/2022)
12/11/2014
1,570
1,576
Second lien senior secured loan ($54,000 par due 12/2022)
53,573
Second lien senior secured loan ($91,697 par due 12/2022)
90,987
91,697
Common stock (3,353,370 shares)
3,353
5,160
Common stock (3,353,371 shares)
4,147
6,381
153,630
158,814
688,484
694,638
13.34
Power Generation
Alphabet Energy, Inc.
Technology developer to convert waste-heat into electricity
First lien senior secured loan ($3,893 par due 8/2017)
14.50% (Libor + 11.50% Cash, 2.00% PIK/M)
12/16/2013
3,743
3,940
First lien senior secured loan ($20 par due 8/2017)
19
(2)(18)
Series 1B preferred stock (12,976 shares)
6/21/2016
Warrant to purchase up to 125,000 shares of Series 2 preferred stock (expires 12/2023)
6/30/2016
54
4,158
4,070
CEI Kings Mountain Investor, LP
Gas turbine power generation facilities operator
Senior subordinated loan ($31,727 par due 3/2017)
11.00% PIK
31,673
31,727
CPV Maryland Holding Company II, LLC
Senior subordinated loan ($44,460 par due 12/2020)
44,460
42,904
Warrant to purchase up to 4 units of common stock (expires 8/2018)
200
43,104
DESRI VI Management Holdings, LLC
Wind power generation facility operator
Senior subordinated loan ($25,000 par due 12/2021)
9.75%
12/24/2014
Non-Controlling units (10.0 units)
1,606
2,316
26,606
27,316
Green Energy Partners, Stonewall LLC and Panda Stonewall Intermediate Holdings II LLC
First lien senior secured loan ($25,000 par due 11/2021)
6.50% (Libor + 5.50%/Q)
11/13/2014
24,784
24,125
Senior subordinated loan ($19,258 par due 12/2021)
8.00% Cash, 5.25% PIK
19,258
18,776
Senior subordinated loan ($90,023 par due 12/2021)
90,023
87,772
134,065
130,673
Joule Unlimited Technologies, Inc. and Stichting Joule Global Foundation
Renewable fuel and chemical production developer
First lien senior secured loan ($8,743 par due 10/2018)
13.00% (Libor + 11.00% Cash, 1.00%PIK/M)
3/31/2015
8,664
7,570
First lien senior secured loan ($31 par due 10/2018)
31
27
Warrant to purchase up to 32,051 shares of Series C-2 preferred stock (expires 7/2023)
7/25/2013
(2)(9)
8,695
7,597
La Paloma Generating Company, LLC
Natural gas fired, combined cycle plant operator
Second lien senior secured loan ($10,000 par due 2/2020)
2/20/2014
8,764
Moxie Liberty LLC
First lien senior secured loan ($34,788 par due 8/2020)
7.50% (Libor + 6.50%/Q)
8/21/2013
34,550
34,440
Moxie Patriot LLC
First lien senior secured loan ($34,345 par due 12/2020)
12/19/2013
34,113
33,315
Panda Power Annex Fund Hummel Holdings II LLC
Senior subordinated loan ($117,869 par due 10/2016)
13.00% PIK
117,723
117,868
Panda Temple Power II, LLC
First lien senior secured loan ($19,850 par due 4/2019)
4/3/2013
19,763
18,064
Panda Temple Power, LLC
First lien senior secured loan ($24,625 par due 3/2022)
7.25% (Libor + 6.25%/Q)
3/6/2015
23,615
21,424
PERC Holdings 1 LLC
Operator of recycled energy, combined heat and power, and energy efficiency facilities
Class B common units (21,653,543 units)
10/20/2014
21,654
25,062
509,839
494,660
9.50
Restaurants and Food Services
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc.
Restaurant owner and operator
First lien senior secured loan ($28,581 par due 12/2018)
11/27/2006
28,581
25,437
(2)(16)(20)
First lien senior secured loan ($10,919 par due 12/2018)
10,922
9,718
(3)(16)(20)
Promissory note ($24,539 par due 12/2023)
13,770
3,477
Warrant to purchase up to 23,750 units of Series D common stock (expires 12/2023)
12/18/2013
53,297
38,632
Benihana, Inc. (25)
First lien senior secured revolving loan ($808 par due 7/2018)
8/21/2012
808
759
First lien senior secured revolving loan ($1,615 par due 7/2018)
1,615
1,518
First lien senior secured loan ($4,801 par due 1/2019)
4,802
4,514
7,225
6,791
DineInFresh, Inc.
Meal-delivery provider
First lien senior secured loan ($5,500 par due 7/2018)
5,462
Warrant to purchase up to 143,079 shares of Series A preferred stock (expires 12/2024)
5,505
Garden Fresh Restaurant Corp. (25)
First lien senior secured revolving loan
10/3/2013
(2)(23)
First lien senior secured loan ($40,141 par due 7/2018)
10.50% (Libor + 9.00%/Q)
40,141
38,134
Global Franchise Group, LLC and GFG Intermediate Holding, Inc.
Worldwide franchisor of quick service restaurants
First lien senior secured loan ($60,811 par due 12/2019)
10.49% (Libor + 9.49%/Q)
12/18/2014
60,811
Heritage Food Service Group, Inc. and WCI-HFG Holdings, LLC
Distributor of repair and replacement parts for commercial kitchen equipment
Second lien senior secured loan ($31,645 par due 10/2022)
10/20/2015
31,645
Preferred units (3,000,000 units)
3,016
34,645
34,661
Orion Foods, LLC (8)
Convenience food service retailer
First lien senior secured loan ($1,180 par due 9/2015)
1,180
516
Second lien senior secured loan ($19,420 par due 9/2015)
Preferred units (10,000 units)
10/28/2010
Class A common units (25,001 units)
Class B common units (1,122,452 units)
OTG Management, LLC (25)
Airport restaurant operator
First lien senior secured loan ($76,613 par due 8/2021)
76,613
First lien senior secured loan ($24,688 par due 8/2021)
24,688
Senior subordinated loan ($20,340 par due 2/2022)
17.50% PIK
20,178
20,340
Class A preferred units (3,000,000 units)
Common units (3,000,000 units)
1/5/2011
11,148
Warrant to purchase up to 7.73% of common units (expires 6/2018)
6/19/2008
100
24,529
Warrant to purchase 0.60 shares of the common units (expires 12/2018)
154,579
187,318
Restaurant Holding Company, LLC
Fast food restaurant operator
First lien senior secured loan ($34,615 par due 2/2019)
34,446
33,922
391,786
406,290
7.80
Financial Services
AllBridge Financial, LLC (8)
Asset management services
Equity interests
524
Callidus Capital Corporation (8)
Common stock (100 shares)
1,668
Ciena Capital LLC (8)(25)
Real estate and small business loan servicer
First lien senior secured revolving loan ($14,000 par due 12/2016)
6.00%
11/29/2010
14,000
First lien senior secured loan ($250 par due 12/2016)
12.00%
First lien senior secured loan ($500 par due 12/2016)
500
First lien senior secured loan ($1,250 par due 12/2016)
1,250
34,974
17,082
50,974
33,082
Commercial Credit Group, Inc.
Commercial equipment finance and leasing company
Senior subordinated loan ($28,000 par due 8/2022)
11.00% (Libor + 9.75%/Q)
5/10/2012
28,000
Gordian Acquisition Corp.
Financial services firm
Common stock (526 shares)
17
Imperial Capital Group LLC
Investment services
Class A common units (32,369 units)
7,870
11,812
2006 Class B common units (10,605 units)
1
2
2007 Class B common units (1,323 units)
7,871
11,814
Ivy Hill Asset Management, L.P. (8)(10)
6/15/2009
170,961
233,464
Javlin Three LLC, Javlin Four LLC, and Javlin Five LLC (10)
Asset-backed financial services company
First lien senior secured loan ($34,900 par due 6/2017)
10.47% (Libor + 10.00%/Q)
6/24/2014
34,900
LSQ Funding Group, L.C. and LM LSQ Investors LLC (10)(25)
Asset based lender
Senior subordinated loan ($30,000 par due 6/2021)
10.50%
Membership units (3,275,000 units)
3,275
3,309
33,275
33,309
328,981
376,761
7.23
Manufacturing
Component Hardware Group, Inc. (25)
Commercial equipment
First lien senior secured revolving loan ($1,867 par due 7/2019)
5.50% (Libor + 4.50%/Q)
7/1/2013
1,867
First lien senior secured loan ($8,001 par due 7/2019)
8,001
9,868
Harvey Tool Company, LLC and Harvey Tool Holding, LLC (25)
Cutting tool provider to the metalworking industry
Senior subordinated loan ($28,064 par due 9/2020)
10.00% Cash, 1.00% PIK
8/13/2015
28,064
Class A membership units (750 units)
3/28/2014
896
1,521
28,960
29,585
Ioxus, Inc
Energy storage devices
First lien senior secured loan ($662 par due 8/2017)
12.00% PIK
8/24/2016
662
First lien senior secured loan ($10,186 par due 6/2019)
5.00 % Cash, 7.00% PIK
4/29/2014
9,930
9,676
First lien senior secured loan ($268 par due 6/2019)
261
255
Warrant to purchase up to 1,210,235 shares of Series BB preferred stock (expires 8/2026)
1/28/2016
Warrant to purchase up to 3,038,730 shares of common stock (expires 1/2026)
10,853
10,593
KPS Global LLC
Walk-in cooler and freezer systems
First lien senior secured loan ($27,140 par due 12/2020)
9.69% (Libor + 8.69%/Q)
12/4/2015
27,140
MacLean-Fogg Company and MacLean-Fogg Holdings, L.L.C.
Manufacturer and supplier for the power utility and automotive markets worldwide
Senior subordinated loan ($99,187 par due 10/2025)
10.50% Cash, 3.00% PIK
10/31/2013
99,187
Preferred units (70,183 units)
4.50% Cash, 9.25% PIK
10/9/2015
72,794
171,981
Niagara Fiber Intermediate Corp. (25)
Insoluble fiber filler products
First lien senior secured revolving loan ($1,881 par due 5/2018)
5/8/2014
1,808
1,392
First lien senior secured loan ($1,430 par due 5/2018)
1,382
1,058
First lien senior secured loan ($13,649 par due 5/2018)
13,182
10,100
16,372
12,550
Nordco Inc. (25)
Railroad maintenance-of-way machinery
First lien senior secured revolving loan ($1,375 par due 8/2020)
8.75%(Base Rate + 5.25%/Q)
8/26/2015
1,224
Pelican Products, Inc.
Flashlights
Second lien senior secured loan ($40,000 par due 4/2021)
4/11/2014
39,962
38,000
Saw Mill PCG Partners LLC
Metal precision engineered components
Common units (1,000 units)
1/30/2007
SI Holdings, Inc.
Elastomeric parts, mid-sized composite structures, and composite tooling
Common stock (1,500 shares)
1,773
18
TPTM Merger Corp. (25)
Time temperature indicator products
First lien senior secured revolving loan ($1,250 par due 9/2018)
9/12/2013
First lien senior secured loan ($17,000 par due 9/2018)
9.67% (Libor + 8.67%/Q)
17,000
First lien senior secured loan ($10,000 par due 9/2018)
28,250
337,261
330,964
6.35
Education
Campus Management Corp. and Campus Management Acquisition Corp. (7)
Education software developer
Preferred stock (485,159 shares)
2/8/2008
10,520
9,650
Infilaw Holding, LLC (25)
Operator of for-profit law schools
First lien senior secured revolving loan ($6,000 par due 1/2017)
13.50% (Libor + 12.50%/M)
8/25/2011
Series A preferred units (1.25 units)
125,521
79,930
Series A-1 preferred units (0.03 units)
7/29/2016
2,546
Series B preferred units (0.39 units)
10/19/2012
9,245
143,312
88,476
Instituto de Banca y Comercio, Inc. & Leeds IV Advisors, Inc.
Private School Operator
First lien senior secured loan ($2,811 par due 12/2018)
10.50% PIK (Libor + 9.00%/Q)
10/31/2015
2,811
Series B preferred stock (1,750,000 shares)
8/5/2010
Series C preferred stock (2,512,586 shares)
6/7/2010
689
Senior preferred series A-1 shares (163,902 shares)
119,422
58,400
Common stock (20 shares)
127,922
61,211
Lakeland Tours, LLC (25)
Educational travel provider
First lien senior secured revolving loan ($11,306 par due 2/2022)
2/10/2016
11,306
First lien senior secured loan ($5,060 par due 2/2022)
5,008
5,060
First lien senior secured loan ($31,707 par due 2/2022)
10.44% (Libor + 9.44%/Q)
31,340
31,708
47,654
48,074
PIH Corporation (25)
Franchisor of education-based early childhood centers
First lien senior secured revolving loan ($621 par due 12/2018)
621
R3 Education, Inc. and EIC Acquisitions Corp.
Medical school operator
Preferred stock (1,977 shares)
7/30/2008
494
Common membership interest (15.76% interest)
9/21/2007
15,800
31,551
Warrant to purchase up to 27,890 shares (expires 11/2019)
12/8/2009
16,294
32,045
Regent Education, Inc.
Provider of software solutions designed to optimize the financial aid and enrollment processes
First lien senior secured loan ($3,750 par due 1/2018)
12.00% (Libor + 8.00% Cash, 2.00% PIK/M)
7/1/2014
3,643
3,675
First lien senior secured loan ($53 par due 1/2018)
52
Warrant to purchase up to 987,771 shares of Series CC preferred stock (expires 11/2025)
3,695
3,727
RuffaloCODY,LLC (25)
Provider of student fundraising and enrollment management services
5/29/2013
(23)
Severin Acquisition, LLC (25)
Provider of student information system software solutions to the K-12 education market
Second lien senior secured loan ($15,000 par due 7/2022)
7/31/2015
14,750
Second lien senior secured loan ($4,154 par due 7/2022)
10/28/2015
4,082
4,112
Second lien senior secured loan ($3,273 par due 7/2022)
2/1/2016
3,213
3,273
Second lien senior secured loan ($2,833 par due 7/2022)
8/8/2016
2,776
2,833
24,821
25,068
WCI-Quantum Holdings, Inc.
Distributor of instructional products, services and resources
Series A preferred stock (1,272 shares)
10/24/2014
1,126
375,839
269,998
5.18
Containers and Packaging
Charter NEX US Holdings, Inc.
Producer of high-performance specialty films used in flexible packaging
Second lien senior secured loan ($11,830 par due 2/2023)
2/5/2015
11,691
11,830
GS Pretium Holdings, Inc.
Manufacturer and supplier of high performance plastic containers
Common stock (500,000 shares)
6/2/2014
739
ICSH, Inc. (25)
Industrial container manufacturer, reconditioner and servicer
First lien senior secured revolving loan ($1,000 par due 12/2018)
8/30/2011
First lien senior secured loan ($5,000 par due 12/2018)
Second lien senior secured loan ($66,000 par due 12/2019)
10.16% (Libor + 9.00%/Q)
12/31/2015
66,000
72,000
LBP Intermediate Holdings LLC (25)
Manufacturer of paper and corrugated foodservice packaging
7/10/2015
First lien senior secured loan ($12,759 par due 7/2020)
12,643
12,759
Microstar Logistics LLC, Microstar Global Asset Management LLC, and MStar Holding Corporation
Keg management solutions provider
Second lien senior secured loan ($78,500 par due 12/2018)
12/14/2012
78,500
Second lien senior secured loan ($54,000 par due 12/2018)
Second lien senior secured loan ($10,000 par due 12/2018)
Common stock (50,000 shares)
3,951
7,515
146,451
150,015
243,285
247,343
4.75
Food and Beverage
American Seafoods Group LLC and American Seafoods Partners LLC (25)
Harvester and processor of seafood
First lien senior secured revolving loan ($3,767 par due 8/2021)
7.50%(Base Rate + 4.00%/Q)
8/19/2015
3,767
First lien senior secured loan ($6,921 par due 8/2021)
6,847
6,921
First lien senior secured loan ($94 par due 8/2021)
Second lien senior secured loan ($55,000 par due 2/2022)
55,000
Class A units (77,922 units)
78
83
Warrant to purchase up to 7,422,078 Class A units (expires 8/2035)
7,422
7,872
73,207
73,737
Eagle Family Foods Group LLC
Manufacturer and producer of milk products
First lien senior secured loan ($466 par due 12/2021)
466
First lien senior secured loan ($22,316 par due 12/2021)
10.05% (Libor + 9.05%/Q)
22,316
First lien senior secured loan ($4,775 par due 12/2021)
4,751
4,775
First lien senior secured loan ($50,000 par due 12/2021)
49,659
77,192
77,557
GF Parent LLC
Producer of low-acid, aseptic food and beverage products
Class A preferred units (2,940 units)
5/13/2015
2,940
1,358
Class A common units (60,000 units)
60
Kettle Cuisine, LLC
Manufacturer of fresh refrigerated and frozen food products
Second lien senior secured loan ($28,500 par due 2/2022)
8/21/2015
28,500
KeyImpact Holdings, Inc. and JWC/KI Holdings, LLC
Foodservice sales and marketing agency
Membership units (5,000 units)
11/16/2015
5,747
186,899
3.59
Automotive Services
AEP Holdings, Inc. and Arrowhead Holdco Company
Distributor of non-discretionary, mission-critical aftermarket replacement parts
Common stock (2,832 shares)
8/31/2015
2,832
2,978
CH Hold Corp. (25)
Collision repair company
First lien senior secured revolving loan ($3,065 par due 11/2019)
2/24/2016
3,065
ChargePoint, Inc.
Developer and operator of electric vehicle charging stations
Second lien senior secured loan ($20,000 par due 8/2020)
19,496
20,000
Warrant to purchase up to 809,126 shares of Series E preferred stock (expires 12/2024)
1,453
19,823
21,453
Dent Wizard International Corporation and DWH Equity Investors, L.P.
Automotive reconditioning services
Second lien senior secured loan ($50,000 par due 10/2020)
4/7/2015
Class A common stock (10,000 shares)
333
578
Class B common stock (20,000 shares)
667
1,156
51,000
51,734
Eckler Industries, Inc. (25)
Restoration parts and accessories provider for classic automobiles
First lien senior secured revolving loan ($2,000 par due 7/2017)
8.50%(Base Rate + 5.00%/Q)
7/12/2012
1,860
First lien senior secured loan ($6,907 par due 7/2017)
6,907
6,424
First lien senior secured loan ($26,096 par due 7/2017)
26,096
24,269
Series A preferred stock (1,800 shares)
1,800
Common stock (20,000 shares)
37,003
32,553
EcoMotors, Inc.
Engine developer
First lien senior secured loan ($9,840 par due 3/2018)
9/1/2015
9,488
9,840
Warrant to purchase up to 321,888 shares of Series C preferred stock (expires 12/2022)
12/28/2012
347
Warrant to purchase up to 70,000 shares of Series C preferred stock (expires 2/2025)
2/24/2015
10,187
Simpson Performance Products, Inc.
Provider of motorsports safety equipment
First lien senior secured loan ($18,507 par due 2/2020)
9.73% (Libor + 8.73%/Q)
2/20/2015
18,507
18,506
SK SPV IV, LLC
Collision repair site operators
Series A common stock (12,500 units)
8/18/2014
571
3,137
Series B common stock (12,500 units)
1,142
6,274
TA THI Buyer, Inc. and TA THI Parent, Inc.
Series A preferred stock (50,000 shares)
7/28/2014
13,196
147,860
159,946
3.07
21
Oil and Gas
Lonestar Prospects, Ltd.
Sand proppant producer and distributor to the oil and natural gas industry
First lien senior secured loan ($24,140 par due 9/2018)
8.50% (Libor + 6.50% Cash, 1.00% PIK/Q)
24,140
First lien senior secured loan ($47,107 par due 9/2018)
47,107
71,247
Petroflow Energy Corporation and TexOak Petro Holdings LLC (7)
Oil and gas exploration and production company
First lien senior secured loan ($16,333 par due 6/2019)
3.00%
6/29/2016
16,160
14,863
Second lien senior secured loan ($21,885 par due 12/2019)
21,885
Common units (202,000 units)
11,075
49,120
19,021
UL Holding Co., LLC (7)
Manufacturer and distributor of re-refined oil products
Senior subordinated loan ($6,157 par due 5/2020)
10.00% PIK
4/30/2012
1,489
5,292
Senior subordinated loan ($159 par due 5/2020)
136
Senior subordinated loan ($26,112 par due 5/2020)
6,365
22,445
Senior subordinated loan ($672 par due 5/2020)
164
Senior subordinated loan ($3,038 par due 5/2020)
714
2,612
Senior subordinated loan ($78 par due 5/2020)
67
Class A common units (533,351 units)
6/17/2011
4,993
Class B-5 common units (272,834 units)
2,492
Class C common units (758,546 units)
4/25/2008
Warrant to purchase up to 719,044 shares of Class A units
5/2/2014
Warrant to purchase up to 28,663 shares of Class B-1 units
Warrant to purchase up to 57,325 shares of Class B-2 units
Warrant to purchase up to 29,645 shares of Class B-3 units
Warrant to purchase up to 80,371 shares of Class B-5 units
Warrant to purchase up to 59,655 shares of Class B-6 units
Warrant to purchase up to 1,046,713 shares of Class C units
16,273
31,130
136,640
121,398
2.33
Hotel Services
Aimbridge Hospitality, LLC (25)
Hotel operator
First lien senior secured loan ($2,870 par due 10/2018)
8.25% (Libor + 7.00%/Q)
1/7/2016
2,835
2,870
(2)(15)(20)
First lien senior secured loan ($3,288 par due 10/2018)
7/15/2015
3,263
3,288
First lien senior secured loan ($14,923 par due 10/2018)
14,777
14,923
(4)(15)(20)
20,875
21,081
Castle Management Borrower LLC
Second lien senior secured loan ($10,000 par due 3/2021)
10/17/2014
Second lien senior secured loan ($55,000 par due 3/2021)
65,000
Pyramid Management Advisors, LLC and Pyramid Investors, LLC (25)
First lien senior secured loan ($19,500 par due 7/2021)
11.12% (Libor + 10.12%/Q)
7/15/2016
19,500
Membership units (990,369 units)
990
918
20,490
20,418
106,365
106,499
2.04
22
Commercial Real Estate Finance
10th Street, LLC and New 10th Street, LLC (8)
Real estate holding company
First lien senior secured loan ($25,514 par due 11/2019)
12.00% Cash, 1.00% PIK
3/31/2014
25,514
Senior subordinated loan ($27,440 par due 11/2019)
27,440
Member interest (10.00% interest)
594
37,259
Option (25,000 units)
90,238
1.73
Aerospace and Defense
Cadence Aerospace, LLC
Aerospace precision components manufacturer
First lien senior secured loan ($4,042 par due 5/2018)
7.00% (Libor + 5.75%/Q)
5/15/2012
4,031
4,042
First lien senior secured loan ($11 par due 5/2018)
Second lien senior secured loan ($79,657 par due 5/2019)
79,657
77,267
83,699
81,320
1.56
Environmental Services
MPH Energy Holdings, LP
Operator of municipal recycling facilities
Limited partnership interest (3.13% interest)
1/8/2014
RE Community Holdings, LP and Pegasus Community Energy, LLC
Preferred stock (1,000 shares)
3/1/2011
8,839
Waste Pro USA, Inc
Waste management services
Second lien senior secured loan ($16,448 par due 10/2020)
10/15/2014
16,448
Second lien senior secured loan ($59,696 par due 10/2020)
59,696
76,144
84,983
1.46
Chemicals
Genomatica, Inc.
Developer of a biotechnology platform for the production of chemical products
Warrant to purchase 322,422 shares of Series D preferred stock (expires 3/2023)
3/28/2013
K2 Pure Solutions Nocal, L.P. (25)
Chemical Producer
First lien senior secured revolving loan ($1,500 par due 2/2021)
8.13% (Libor + 7.13%/Q)
8/19/2013
First lien senior secured loan ($13,975 par due 2/2021)
13,975
First lien senior secured loan ($26,000 par due 2/2021)
26,000
First lien senior secured loan ($13,000 par due 2/2021)
13,000
54,475
Kinestral Technologies, Inc.
Designer of adaptive, dynamic glass for the commercial and residential markets.
First lien senior secured loan ($9,667 par due 10/2018)
8.75% (Libor + 7.75%/M)
4/22/2014
9,561
9,695
Warrant to purchase up to 325,000 shares of Series A preferred stock (expires 4/2024)
73
151
Warrant to purchase up to 131,883 shares of Series B preferred stock (expires 4/2025)
4/9/2015
9,634
9,846
Liquid Light, Inc. (8)
Developer and licensor of process technology for the conversion of carbon dioxide into major chemicals
First lien senior secured loan ($2,293 par due 11/2017)
8/13/2014
2,148
Warrant to purchase up to 86,009 shares of Series B preferred stock (expires 8/2024)
77
2,225
23
66,334
65,527
1.26
Health Clubs
Athletic Club Holdings, Inc. (25)
Premier health club operator
First lien senior secured loan ($35,000 par due 10/2020)
10/11/2007
35,000
CFW Co-Invest, L.P., NCP Curves, L.P. and Curves International Holdings, Inc.
Health club franchisor
Limited partnership interest (4,152,165 shares)
4,152
Common stock (1,680 shares)
11/12/2014
Limited partnership interest (2,218,235 shares)
2,218
7,857
6,370
41,370
42,857
0.82
Wholesale Distribution
Flow Solutions Holdings, Inc.
Distributor of high value fluid handling, filtration and flow control products
Second lien senior secured loan ($6,000 par due 10/2018)
12/16/2014
5,280
Second lien senior secured loan ($29,500 par due 10/2018)
29,500
25,960
35,500
31,240
0.60
Retail
Paper Source, Inc. and Pine Holdings, Inc. (25)
Retailer of fine and artisanal paper products
First lien senior secured revolving loan ($667 par due 9/2018)
9/23/2013
First lien senior secured loan ($9,724 par due 9/2018)
9,724
Class A common stock (36,364 shares)
6,901
16,391
17,292
Things Remembered, Inc. and TRM Holdco Corp. (7)(25)
Personalized gifts retailer
First lien senior secured revolving loan ($283 par due 2/2019)
8/30/2016
283
First lien senior secured revolving loan ($581 par due 2/2019)
10.50%(Base Rate + 7.00%/Q)
581
First lien senior secured loan ($10,733 par due 3/2020)
5/24/2012
10,632
3,954
Common stock (10,631,940 shares)
6,082
17,578
4,818
33,969
22,110
0.42
Telecommunications
Adaptive Mobile Security Limited (9)
Developer of security software for mobile communications networks
First lien senior secured loan ($2,232 par due 7/2018)
10.00% (Libor + 9.00%/M)
1/16/2015
2,280
2,449
First lien senior secured loan ($585 par due 10/2018)
596
642
2,876
3,091
American Broadband Communications, LLC, American Broadband Holding Company, and Cameron Holdings of NC, Inc.
Broadband communication services
Warrant to purchase up to 208 shares (expires 11/2017)
11/7/2007
7,204
Warrant to purchase up to 200 shares (expires 9/2020)
9/1/2010
6,927
14,131
Startec Equity, LLC (8)
Communication services
Member interest
Wilcon Holdings LLC
Communications infrastructure provider
Class A common stock (2,000,000 shares)
1,829
3,420
4,705
20,642
0.40
Computers and Electronics
Everspin Technologies, Inc. (25)
Designer and manufacturer of computer memory solutions
First lien senior secured revolving loan ($1,145 par due 6/2017)
7.25%(Base Rate + 3.75%/M)
6/5/2015
1,145
First lien senior secured loan ($8,000 par due 6/2019)
7,633
8,000
Warrant to purchase up to 480,000 shares of Series B preferred stock (expires 6/2025)
355
252
9,133
9,397
Liquid Robotics, Inc.
Ocean data services provider utilizing long duration, autonomous surface vehicles
First lien senior secured loan ($3,005 par due 4/2019)
11.00% (Libor + 8.00% Cash, 2.00% PIK/M)
2,933
3,005
First lien senior secured loan ($5 par due 4/2019)
First lien senior secured loan ($5,000 par due 5/2019)
10/29/2015
4,885
Warrant to purchase up to 30,172 shares of Series E preferred stock (expires 6/2026)
42
Warrant to purchase up to 50,263 shares of Series E preferred stock (expires 10/2025)
76
7,941
8,170
17,074
17,567
0.34
Printing, Publishing and Media
Batanga, Inc.
Independent digital media company
First lien senior secured loan ($9,915 par due 12/2016)
12.00% (Libor + 11.00%/M)
10/31/2012
9,915
10,065
Earthcolor Group, LLC
Printing management services
Limited liability company interests (9.30%)
5/18/2012
The Teaching Company, LLC and The Teaching Company Holdings, Inc.
Education publications provider
Preferred stock (10,663 shares)
9/29/2006
1,066
3,734
Common stock (15,393 shares)
1,069
3,744
10,984
13,809
0.27
8,927,999
169.03
(1) Other than the Company’s investments listed in footnote 7 below (subject to the limitations set forth therein), the Company does not “Control” any of its portfolio companies, for the purposes of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In general, under the Investment Company Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. All of the Company’s portfolio company investments, which as of September 30, 2016 represented 169% of the Company’s net assets or 96% of the Company’s total assets, are subject to legal restrictions on sales.
(2) These assets are pledged as collateral for the Revolving Credit Facility (as defined below) and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Revolving Credit Facility (see Note 5 to the consolidated financial statements).
(3) These assets are owned by the Company’s consolidated subsidiary Ares Capital CP Funding LLC (“Ares Capital CP”), are pledged as collateral for the Revolving Funding Facility (as defined below) and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than Ares Capital CP’s obligations under the Revolving Funding Facility (see Note 5 to the consolidated financial statements).
(4) These assets are owned by the Company’s consolidated subsidiary Ares Capital JB Funding LLC (“ACJB”), are pledged as collateral for the SMBC Funding Facility (as defined below) and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than ACJB’s obligations under the SMBC Funding Facility (see Note 5 to the consolidated financial statements).
(5) These assets are owned by the Company’s consolidated subsidiary Ares Venture Finance, L.P. (“AVF LP”), are pledged as collateral for the SBA-guaranteed debentures (the “SBA Debentures”) and, as a result, are not directly available to
the creditors of the Company to satisfy any obligations of the Company other than AVF LP’s obligations (see Note 5 to the consolidated financial statements). AVF LP operates as a Small Business Investment Company (“SBIC”) under the provisions of Section 301(c) of the Small Business Investment Act of 1958, as amended.
(6) Investments without an interest rate are non-income producing.
(7) As defined in the Investment Company Act, the Company is deemed to be an “Affiliated Person” and “Control” this portfolio company because it owns 5% or more of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the nine months ended September 30, 2016 in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to Control) are as follows:
Company
Purchases (cost)
Redemptions (cost)
Sales (cost)
Interest income
Net realized gains (losses)
Net unrealized gains (losses)
Campus Management Corp. and Campus Management Acquisition Corp.
335
Crown Health Care Laundry Services, Inc. and Crown Laundry Holdings, LLC
3,500
310
18,000
1,096
228
(634
Investor Group Services, LLC
443
(360
Multi-Ad Services, Inc.
431
(404
Petroflow Energy Corporation and TexOak Petro Holdings LLC
209
782
Shock Doctor, Inc. and Shock Doctor Holdings, LLC
7,827
37
(1,510
Things Remembered, Inc. and TRM Holdco Corp.
864
(1,671
UL Holding Co., LLC and Universal Lubricants, LLC
44,179
12,213
15,186
(8) As defined in the Investment Company Act, the Company is deemed to be both an “Affiliated Person” and “Control” this portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the nine months ended September 30, 2016 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control are as follows:
10th Street, LLC and New 10th Street, LLC
5,182
(7,261
AllBridge Financial, LLC
1,140
6,330
(6,373
Callidus Capital Corporation
(2
Ciena Capital LLC
1,184
246
Community Education Centers, Inc. and CEC Parent Holdings LLC
8,220
Competitor Group, Inc., Calera XVI, LLC and Champion Parent Corporation
1,900
35
1,128
1,032
Crescent Hotels & Resorts, LLC and affiliates
1,205
(2,670
HCI Equity, LLC
Ivy Hill Asset Management, L.P.
(2,062
Liquid Light, Inc.
172
(1,125
MVL Group, Inc.
Orion Foods, LLC
6,356
3,174
PHL Investors, Inc., and PHL Holding Co.
Senior Direct Lending Program, LLC*
4,829
550
Senior Secured Loan Fund LLC**
3,045
165,898
1,875
14,165
11,847
Startec Equity, LLC
The Greeley Company, Inc. and HCP Acquisition Holdings, LLC
2,691
2,559
3,691
The Step2 Company, LLC
4,996
4,109
87
39,772
26
* Together with Varagon Capital Partners (“Varagon”), the Company has co-invested through the Senior Direct Lending Program LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). The SDLP has been capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of the Company and Varagon (with approval from a representative of each required); therefore, although the Company owns more than 25% of the voting securities of the SDLP, the Company does not believe that it has control over the SDLP (for purposes of the Investment Company Act or otherwise) because, among other things, these “voting securities” do not afford the Company the right to elect directors of the SDLP or any other special rights (see Note 4 to the consolidated financial statements).
** Together with GE Global Sponsor Finance LLC and General Electric Capital Corporation (together, “GE”), the Company has co-invested through the Senior Secured Loan Fund LLC (d/b/a the “Senior Secured Loan Program” or the “SSLP”). The SSLP has been capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and GE (with approval from a representative of each required); therefore, although the Company owns more than 25% of the voting securities of the SSLP, the Company does not believe that it has control over the SSLP (for purposes of the Investment Company Act or otherwise) because, among other things, these “voting securities” do not afford the Company the right to elect directors of the SSLP or any other special rights (see Note 4 to the consolidated financial statements).
(9) Non-U.S. company or principal place of business outside the U.S. and as a result is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(10) Exception from the definition of investment company under Section 3(c) of the Investment Company Act and as a result is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(11) In the first quarter of 2011, the staff of the Securities and Exchange Commission (the “Staff”) informally communicated to certain business development companies (“BDCs”) the Staff’s belief that certain entities, which would be classified as an “investment company” under the Investment Company Act but for the exception from the definition of “investment company” set forth in Rule 3a-7 promulgated under the Investment Company Act, could not be treated as eligible portfolio companies (as defined in Section 2(a)(46) under Investment Company Act) (i.e. not eligible to be included in a BDC’s 70% “qualifying assets” basket). Subsequently, in August 2011 the Securities and Exchange Commission issued a concept release (the “Concept Release”) which stated that “[a]s a general matter, the Commission presently does not believe that Rule 3a-7 issuers are the type of small, developing and financially troubled businesses in which the U.S. Congress intended BDCs primarily to invest” and requested comment on whether or not a 3a-7 issuer should be considered an “eligible portfolio company”. The Company provided a comment letter in respect of the Concept Release and continues to believe that the language of Section 2(a)(46) of the Investment Company Act permits a BDC to treat as “eligible portfolio companies” entities that rely on the 3a-7 exception. However, given the current uncertainty in this area (including the language in the Concept Release) and subsequent discussions with the Staff, the Company has, solely for purposes of calculating the composition of its portfolio pursuant to Section 55(a) of the Investment Company Act, identified such entities, which include the SSLP, as “non-qualifying assets” should the Staff ultimately disagree with the Company’s position. Pursuant to Section 55(a) of the Investment Company Act (using the Staff’s methodology described above solely for this purpose), 28% of the Company’s total assets are represented by investments at fair value and other assets that are considered “non-qualifying assets” as of September 30, 2016.
(12) Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually (A), semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D). For each such loan, the Company has provided the interest rate in effect on the date presented.
(13) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 1.13% on $10 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the
“first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(14) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.00% on $82 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(15) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.50% on $70 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(16) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 5.00% on $17 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(17) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.55% on $41 million aggregate principal amount of a “first out” tranche of the portfolio company’s first lien senior secured loans, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(18) The Company is entitled to receive a fixed fee upon the occurrence of certain events as defined in the credit agreement governing the Company’s debt investment in the portfolio company. The fair value of such fee is included in the fair value of the debt investment.
(19) Loan was on non-accrual status as of September 30, 2016.
(20) Loan includes interest rate floor feature.
(21) The certificates have a stated contractual interest rate and also entitle the holders thereof to receive a portion of the excess cash flow from the SSLP’s loan portfolio, after expenses. However, the SSLP Certificates are junior in right of payment to the Senior Notes held by GE, and the Company expects that for so long as principal proceeds from SSLP repayments are directed entirely to repay the Senior Notes as discussed above, the yield on the SSLP Certificates will be lower than the stated coupon and continue to decline. See Note 4 to the consolidated financial statements for more information on the SSLP.
(22) In addition to the interest earned based on the stated contractual interest rate of this security, the certificates entitle the holders thereof to receive a portion of the excess cash flow from the SDLP’s loan portfolio, after expenses, which may result in a return to the Company greater than the contractual stated interest rate.
(23) As of September 30, 2016, no amounts were funded by the Company under this first lien senior secured revolving loan; however, there were letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 to the consolidated financial statements for further information on letters of credit commitments related to certain portfolio companies.
(24) As of September 30, 2016, in addition to the amounts funded by the Company under this first lien senior secured revolving loan, there were also letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 to the consolidated financial statements for further information on letters of credit commitments related to certain portfolio companies.
(25) As of September 30, 2016, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that
such conditions will be satisfied. See Note 7 to the consolidated financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.
Portfolio Company
Total revolving and delayed draw loan commitments
Less: drawn commitments
Total undrawn commitments
Less: commitments substantially at discretion of the Company
Less: unavailable commitments due to borrowing base or other covenant restrictions
Total net adjusted undrawn revolving and delayed draw commitments
Accruent, LLC
3,250
ADCS Clinics Intermediate Holdings, LLC
(1,400
3,600
ADG, LLC
17,762
(2,117
15,645
Aimbridge Hospitality, LLC
2,466
American Seafoods Group LLC
22,125
(3,767
18,358
Athletic Club Holdings, Inc.
Benihana, Inc.
3,231
(2,956
CCS Intermediate Holdings, LLC
(7,318
182
CH Hold Corp.
(3,065
1,935
Chariot Acquisition, LLC
(14,000
(6,000
Clearwater Analytics, LLC
Competitor Group, Inc.
5,602
(5,202
400
Component Hardware Group, Inc.
(1,867
Crown Health Care Laundry Services, Inc.
(4,572
428
DCA Investment Holding, LLC
5,800
(5,800
DTI Holdco, Inc. and OPE DTI Holdings, Inc.
8,750
Eckler Industries, Inc.
(2,000
EN Engineering, L.L.C.
Everspin Technologies, Inc.
(1,145
2,855
Faction Holdings, Inc.
(1,000
Garden Fresh Restaurant Corp.
(2,293
2,707
Gentle Communications, LLC
Greenphire, Inc.
6,500
Harvey Tool Company, LLC
753
Hygiena Borrower LLC
1,927
ICSH, Inc.
(1,795
3,205
Infilaw Holding, LLC
(13,591
6,409
(6,409
iPipeline, Inc.
Island Medical Management Holdings, LLC
3,390
(250
3,140
Itel Laboratories, Inc.
K2 Pure Solutions Nocal, L.P.
(1,500
Lakeland Tours, LLC
11,910
(11,787
123
LBP Intermediate Holdings LLC
850
(75
775
LSQ Funding Group, L.C.
Massage Envy, LLC
McKenzie Sports Products, LLC
Ministry Brands LLC
5,881
MW Dental Holding Corp.
My Health Direct, Inc.
Niagara Fiber Intermediate Corp.
1,881
(1,881
Noonan Acquisition Company, LLC
Nordco Inc
11,250
(1,388
9,862
NSM Insurance Group, LLC
7,889
OmniSYS Acquisition Corporation
OTG Management, LLC
22,637
Paper Source, Inc.
(667
1,833
PerfectServe, Inc.
PIH Corporation
3,314
(621
2,693
Pyramid Management Advisors, LLC
29
RuffaloCODY, LLC
7,683
(163
7,520
Severin Acquisition, LLC
2,900
Things Remembered, Inc.
(864
1,969
Towne Holdings, Inc.
980
TPTM Merger Corp.
(1,250
TraceLink, Inc.
(4,400
3,100
TWH Water Treatment Industries, Inc.
5,830
Urgent Cares of America Holdings I, LLC
16,000
Zemax, LLC
450,628
(99,734
350,894
(12,409
338,485
(26) As of September 30, 2016, the Company was party to subscription agreements to fund equity investments in private equity investment partnerships as follows:
Total private equity commitments
Less: funded private equity commitments
Total unfunded private equity commitments
Less: private equity commitments substantially at the discretion of the Company
Total net adjusted unfunded private equity commitments
Imperial Capital Private Opportunities, LP
(6,794
43,206
(43,206
Partnership Capital Growth Investors III, L.P.
(4,255
745
PCG - Ares Sidecar Investment, L.P. and PCG-Ares Sidecar Investment II, L.P.
(9,855
40,145
(40,145
Piper Jaffray Merchant Banking Fund I, L.P.
(1,664
336
107,000
(22,568
84,432
(83,351
1,081
(27) As of September 30, 2016, the Company had commitments to co-invest in the SSLP for its portion of the SSLP’s commitment to fund delayed draw loans of up to $7.3 million. See Note 4 to the consolidated financial statements for more information on the SSLP.
(28) As of September 30, 2016, the Company had commitments to co-invest in the SDLP for its portion of the SDLP’s commitment to fund delayed draw loans of up to $31.5 million. See Note 4 to the consolidated financial statements for more information on the SDLP.
As of December 31, 2015
CIC Flex, LP (10)
Limited partnership units (0.94 units)
9/7/2007
263
1,862
127
16,906
692
2,714
3,510
6,521
9,254
2,152
242
1,413
1,512
Subordinated certificates ($2,000,914 par due 12/2024)
8.61% (Libor + 8.00%/M)(22)
1,935,401
1,884,861
1,158
1,953,041
1,920,387
37.12
American Academy Holdings, LLC
Provider of education, training, certification, networking, and consulting services to medical coders and other healthcare professionals
First lien senior secured loan ($8,810 par due 6/2019)
6/27/2014
8,810
(2)(16)(21)
First lien senior secured loan ($52,039 par due 6/2019)
52,039
(3)(16)(21)
First lien senior secured loan ($2,988 par due 6/2019)
2,988
(4)(21)
63,837
8,730
(2)(21)
First lien senior secured loan ($10,000 par due 6/2018)
9.50%
9,934
10,609
First lien senior secured revolving loan ($5,250 par due 7/2019)
6.50% (Base Rate + 3.00%/Q)
5,250
4,883
First lien senior secured loan ($6,651 par due 7/2021)
6,626
6,186
133,890
121,500
878
145,766
133,447
Correctional Medical Group Companies, Inc. (25)
9.60% (Libor + 8.60%/Q)
(3)(21)
First lien senior secured revolving loan ($145 par due 7/2021)
7.75% (Base Rate + 4.25%/Q)
145
142
First lien senior secured loan ($19,089 par due 7/2021)
18,918
18,707
19,063
18,849
First lien senior secured loan ($10,500 par due 10/2018)
10,205
240
10,740
Class A common stock (2,991 shares)
2,991
3,788
3,021
6,779
First lien senior secured loan ($4,000 par due 12/2018)
4,999
3,352
108,640
LM Acquisition Holdings, LLC (9)
Developer and manufacturer of medical equipment
Class A units (426 units)
9/27/2013
660
1,732
First lien senior secured revolving loan ($3,500 par due 4/2017)
First lien senior secured loan ($22,616 par due 4/2017)
22,616
First lien senior secured loan ($24,233 par due 4/2017)
24,233
First lien senior secured loan ($47,743 par due 4/2017)
47,743
First lien senior secured loan ($19,744 par due 4/2017)
19,744
117,836
First lien senior secured loan ($2,500 par due 1/2018)
2,450
2,489
2,540
Napa Management Services Corporation
First lien senior secured loan ($16,000 par due 2/2019)
9.03% (Libor + 8.03%/Q)
4/15/2011
First lien senior secured loan ($54,000 par due 2/2019)
53,961
Common units (5,345 units)
5,764
17,350
32
75,725
87,350
Netsmart Technologies, Inc. and NS Holdings, Inc.
Healthcare technology provider
Second lien senior secured loan ($90,000 par due 8/2019)
2/27/2015
Common stock (2,500,000 shares)
6/21/2010
760
4,450
90,760
94,450
78,906
First lien senior secured loan ($700 par due 2/2018)
700
636
First lien senior secured loan ($150 par due 2/2018)
First lien senior secured loan ($7,019 par due 2/2018)
1,053
First lien senior secured loan ($2,910 par due 8/2018)
2,834
437
Warrant to purchase up to 225,746 shares of Series B preferred stock (expires 4/2024)
10,394
2,126
First lien senior secured loan ($12,288 par due 11/2018)
12,288
First lien senior secured loan ($6,906 par due 11/2018)
6,906
1,197
20,194
20,391
Second lien senior secured loan ($19,000 par due 8/2023)
18,816
18,430
8,661
First lien senior secured loan ($2,000 par due 7/2020)
1,960
Warrant to purchase up to 28,428 units of Series C preferred stock (expires 9/2025)
211
253
10,801
11,464
46,516
46,294
Physiotherapy Associates Holdings, Inc.
Physical therapy provider
Class A common stock (100,000 shares)
8,900
POS I Corp. (fka Vantage Oncology, Inc.)
Radiation oncology care provider
Common stock (62,157 shares)
2/3/2011
4,670
935
Reed Group Holdings, LLC
Medical disability management services provider
Sage Products Holdings III, LLC
Patient infection control and preventive care solutions provider
Second lien senior secured loan ($108,679 par due 6/2020)
9.25% (Libor + 8.00%/Q)
12/13/2012
108,513
108,679
Second lien senior secured loan ($60,000 par due 9/2018)
8.75% (Libor + 8.00%/M)
60,000
SurgiQuest, Inc.
Medical device provider
Warrant to purchase up to 54,672 shares of Series D-4 convertible preferred stock (expires 4/2024)
331
26,950
33
First lien senior secured loan ($14,000 par due 12/2022)
7.00% (Libor + 6.00%/M)
13,860
(2)(21)(28)
First lien senior secured loan ($54,725 par due 12/2022)
54,725
54,178
Preferred units (6,000,000 units)
6,412
1,828
Series C common units (800,507 units)
589
76,725
76,867
First lien senior secured loan ($20,000 par due 12/2021)
8.00% (Base Rate + 4.50%/Q)
(21)
20,407
1,326,411
1,325,821
25.63
Second lien senior secured loan ($50,000 par due 12/2021)
49,600
First lien senior secured loan ($13,949 par due 12/2017)
13,949
(2)(13)(21)
First lien senior secured loan ($337 par due 12/2017)
337
15.42% (Libor + 15.00%/Q)
9,467
12,080
57,728
Competitor Group, Inc. and Calera XVI, LLC (25)
First lien senior secured revolving loan ($4,950 par due 11/2018)
4,950
3,713
First lien senior secured loan ($52,349 par due 11/2018)
52,216
39,262
59,689
42,975
First lien senior secured revolving loan ($500 par due 3/2019)
(2)(21)(24)
First lien senior secured loan ($23,371 par due 3/2019)
23,371
3,522
391
26,621
27,784
4,113
88,283
34
First lien senior secured loan ($8,017 par due 9/2018)
8,017
First lien senior secured loan ($46,434 par due 9/2018)
46,434
First lien senior secured loan ($19,469 par due 9/2018)
19,469
5,077
76,920
78,997
6.75% (Libor + 5.75%/M)
37,920
(2)(14)(21)
43,200
(3)(14)(21)
84,500
81,120
First lien senior secured loan ($2,100 par due 9/2017)
2,083
2,100
24,521
24,250
PODS, LLC
Storage and warehousing
Second lien senior secured loan ($17,500 par due 2/2023)
2/2/2015
17,343
17,500
131,600
Second lien senior secured loan ($53,686 par due 1/2022)
53,686
Second lien senior secured loan ($72,000 par due 1/2022)
71,612
125,298
125,686
First lien senior secured loan ($2,240 par due 10/2019)
2,240
36,036
38,640
38,254
Senior subordinated loan ($25,000 par due 7/2018)
3,657
3,540
20,880
20,210
24,537
23,750
848,081
815,027
15.75
First lien senior secured loan ($4,500 par due 3/2019)
4,365
9,120
(2)(18)(21)
First lien senior secured loan ($6,742 par due 3/2019)
6,742
6,540
48,096
(3)(18)(21)
Common units (373 units)
74,575
71,511
78,987
505
Warrant to purchase up to 1,120 shares of preferred stock (expires 6/2021)
1,342
1,847
First lien senior secured loan ($2,586 par due 4/2018)
7.61% (Libor + 7.00%/Q)
2,582
2,586
First lien senior secured loan ($8,232 par due 4/2018)
8,216
8,232
10,798
10,818
PG-ACP Co-Invest, LLC
Supplier of medical uniforms, specialized medical footwear and accessories
Class A membership units (1,000,0000 units)
8/29/2012
1,937
Second lien senior secured loan ($66,000 par due 6/2021)
65,683
4,138
68,683
70,138
97,497
98,000
Second lien senior secured loan ($89,425 par due 10/2021)
89,425
5,299
100,023
The Hygenic Corporation
Designer, manufacturer and marketer of branded wellness products
Second lien senior secured loan ($70,000 par due 4/2021)
70,000
68,600
27,484
Second lien senior secured loan ($4,500 par due 9/2019)
Second lien senior secured loan ($43,196 par due 9/2019)
30,802
12,527
62,810
44,610
Second lien senior secured loan ($55,576 par due 12/2022)
55,090
55,576
90,901
4,372
5,406
153,491
157,051
717,266
696,535
13.46
First lien senior secured loan ($3,900 par due 7/2017)
9.62%
3,773
3,900
Series B preferred stock (74,449 shares)
2/26/2014
36
Warrant to purchase up to 59,524 units of Series B preferred stock (expires 12/2023)
120
4,169
4,420
Bicent (California) Holdings LLC
Senior subordinated loan ($49,507 par due 2/2021)
2/6/2014
49,507
Brush Power, LLC
First lien senior secured loan ($44,863 par due 8/2020)
8/1/2013
44,863
First lien senior secured loan ($500 par due 8/2020)
First lien senior secured loan ($2,271 par due 8/2020)
2,271
First lien senior secured loan ($6 par due 8/2020)
First lien senior secured loan ($9,720 par due 8/2020)
9,720
First lien senior secured loan ($108 par due 8/2020)
108
57,468
5.00% Cash, 5.00% PIK
41,348
41,548
1,483
1,378
26,483
26,378
Grant Wind Holdings II, LLC
Wind power generation facility
Senior subordinated loan ($23,400 par due 7/2016)
9/8/2015
23,400
24,753
23,000
Senior subordinated loan ($18,508 par due 12/2021)
18,508
17,398
Senior subordinated loan ($86,519 par due 12/2021)
86,519
81,328
129,780
121,726
Joule Unlimited Technologies, Inc. and Stichting Joule Global Foundation (25)
First lien senior secured loan ($10,000 par due 10/2018)
9,881
10,013
9,469
First lien senior secured loan ($35,000 par due 8/2020)
34,714
33,250
First lien senior secured loan ($35,000 par due 12/2020)
34,720
32,550
Senior subordinated loan ($73,566 par due 10/2016)
73,068
73,566
Panda Sherman Power, LLC
First lien senior secured loan ($32,104 par due 9/2018)
9.00% (Libor + 7.50%/Q)
9/14/2012
32,104
28,893
First lien senior secured loan ($20,000 par due 4/2019)
19,887
17,800
First lien senior secured loan ($24,813 par due 3/2022)
23,654
22,083
23,299
594,418
568,901
11.00
Cambrios Technologies Corporation
Nanotechnology-based solutions for electronic devices and computers
Warrant to purchase up to 400,000 shares of Series D-4 convertible preferred stock (expires 8/2022)
8/7/2012
Chariot Acquisition, LLC (25)
Distributor and designer of aftermarket golf cart parts and accessories
First lien senior secured loan ($59,318 par due 9/2021)
9/30/2015
59,318
First lien senior secured revolving loan ($2,241 par due 7/2019)
2,241
First lien senior secured loan ($8,062 par due 7/2019)
8,062
7,982
10,303
10,200
Senior subordinated loan ($27,925 par due 9/2020)
27,925
1,444
28,821
29,369
Ioxus, Inc.
First lien senior secured loan ($10,168 par due 11/2017)
10.00% Cash, 2.00% PIK
9,957
8,643
Warrant to purchase up to 717,751 shares of Series AA preferred stock (expires 4/2024)
First lien senior secured loan ($50,000 par due 12/2020)
9.63% (Libor + 8.63%/Q)
Senior subordinated loan ($96,992 par due 10/2025)
96,992
70,782
167,774
MWI Holdings, Inc.
Engineered springs, fasteners, and other precision components
First lien senior secured loan ($14,164 par due 3/2019)
7.375% (Libor + 6.125%/Q)
10/30/2015
14,164
First lien senior secured loan ($28,102 par due 3/2019)
9.375% (Libor + 8.125%/Q)
6/15/2011
28,102
First lien senior secured loan ($19,879 par due 3/2019)
19,879
62,145
6.75% (Libor + 5.50%/Q)
1,870
1,505
1,421
13,567
10,919
16,858
13,568
First lien senior secured revolving loan ($3,750 par due 8/2020)
8.75% (Base Rate + 5.25%/Q)
First lien senior secured loan ($70,250 par due 8/2020)
70,250
69,548
First lien senior secured loan ($188 par due 8/2020)
188
186
74,188
73,447
39,955
38,400
First lien senior secured revolving loan ($750 par due 9/2018)
750
743
First lien senior secured loan ($22,000 par due 9/2018)
9.42% (Libor + 8.42%/Q)
22,000
21,780
9,900
32,750
32,423
554,569
546,783
10.57
2329497 Ontario Inc. (9)
Outsourced data center infrastructure and related services provider
Second lien senior secured loan ($42,480 par due 6/2019)
10.50% (Libor + 9.25%/M)
43,096
26,023
Brandtone Holdings Limited (9)(25)
First lien senior secured loan ($5,674 par due 11/2018)
5,532
5,674
First lien senior secured loan ($3,296 par due 1/2019)
3,209
3,296
Warrant to purchase up to 115,002 units of Series Three participating convertible preferred ordinary shares (expires 5/2025)
8,741
8,971
First lien senior secured loan ($3,515 par due 5/2018)
3,499
3,515
First lien senior secured loan ($1,939 par due 9/2018)
1,929
1,939
5,428
5,454
CIBT Holdings, Inc. and CIBT Investment Holdings, LLC (25)
4,563
Senior subordinated loan ($20,301 par due 8/2021)
20,301
68,301
2,038
408
272
2,718
Directworks, Inc. and Co-Exprise Holdings, Inc. (25)
First lien senior secured loan ($2,333 par due 4/2018)
2,333
2,287
First lien senior secured loan ($990 par due 8/2020)
950
6,361
8,490
7,311
EN Engineering, L.L.C. (25)
Engineering and consulting services to natural gas, electric power and other energy & industrial end markets
First lien senior secured loan ($2,568 par due 6/2021)
8.50% (Base Rate + 5.00%/Q)
6/30/2015
2,568
First lien senior secured loan ($22,368 par due 6/2021)
22,229
22,368
24,797
24,936
First lien senior secured revolving loan ($2,000 par due 11/2017)
First lien senior secured loan ($4,000 par due 5/2019)
3,932
9,025
9,147
HCPro, Inc. and HCP Acquisition Holdings, LLC (8)
Senior subordinated loan ($9,810 par due 5/2015)
15,484
19,684
20,075
(2)(19)(21)
173
20,248
Warrant to purchase up to 124,300 shares of Series C preferred stock (10/2022)
9.85% (Libor + 8.85%/Q)
2,196
22,155
(5)(21)
24,654
25,303
Investor Group Services, LLC (7)
Business consulting for private equity and corporate clients
Limited liability company membership interest (5.17% interest)
6/22/2006
360
Provider of software solutions to the insurance and financial services industry
First lien senior secured loan ($11,970 par due 8/2022)
11,970
First lien senior secured loan ($44,888 par due 8/2022)
44,888
First lien senior secured loan ($14,963 par due 8/2022)
14,963
1,912
73,321
73,733
1,183
2,362
2,304
4,666
First lien senior secured loan ($1,571 par due 11/2021)
1,571
First lien senior secured loan ($16,688 par due 11/2021)
16,688
First lien senior secured loan ($34,250 par due 11/2021)
33,912
34,250
Class A common units (2,000,000 units)
54,171
54,509
Multi-Ad Services, Inc. (7)
Marketing services and software provider
Preferred units (1,725,280 units)
404
Common units (1,725,280 units)
Senior subordinated loan ($441 par due 7/2012)
23,136
Business intelligence and market analytics platform provider
First lien senior secured loan ($5,000 par due 7/2019)
8.50% (Libor + 7.50%/M)
4,759
4,900
4,884
5,025
29,742
49,557
2,592
81,299
82,618
1,130
235
Common stock (11,405 units)
7,308
7,350
41
7,401
7,443
5,901
5,951
First lien senior secured loan ($4,500 par due 1/2019)
4,413
1,041
4,559
5,541
2,966
Payment processing provider
44
Ordinary shares (1,310,386 shares)
5,931
1,139
5,975
507,889
480,780
9.29
8,037
1,670
First lien senior secured loan ($5,000 par due 12/2016)
First lien senior secured loan ($2,500 par due 12/2016)
38,974
20,835
60,974
42,835
Senior subordinated loan ($28,000 par due 5/2018)
12.75%
Class A common units (40,440 units)
9,832
14,376
2006 Class B common units (13,249 units)
2007 Class B common units (1,652 units)
9,834
14,379
235,526
Javlin Three LLC, Javlin Four LLC, and Javlin Five LLC (10)(25)
Asset-backed financial services
First lien senior secured revolving loan ($50,960 par due 6/2017)
8.48% (Libor + 8.25%/M)
50,960
33,000
32,966
357,869
414,373
8.01
9,315
First lien senior secured loan ($3,626 par due 8/2016)
3,626
Series A preferred units (124,890 units)
124,890
113,650
Series B preferred units (3.91 units)
9,765
137,761
127,041
Private school operator
First lien senior secured loan ($1,670 par due 12/2018)
99,514
126,781
101,184
First lien senior secured loan ($30,750 par due 6/2020)
9.77% (Libor + 8.77%/Q)
6/9/2015
30,750
First lien senior secured loan ($43,967 par due 6/2020)
43,960
43,967
First lien senior secured loan ($40,362 par due 6/2020)
40,334
40,362
Common stock (5,000 shares)
10/4/2011
9,742
120,044
124,821
25,890
26,384
Regent Education, Inc. (25)
First lien senior secured revolving loan ($1,000 par due 7/2016)
10.00% (Libor + 8.00%/Q)
960
First lien senior secured loan ($3,000 par due 1/2018)
2,927
2,880
62
3,927
3,902
4,073
4,071
14,718
14,550
18,791
18,621
1,206
435,739
413,095
7.99
25,151
(2)(17)(21)
9,609
(3)(17)(21)
Promissory note ($21,972 par due 12/2023)
1,641
36,401
First lien senior secured revolving loan ($969 par due 7/2018)
8.25% (Base Rate + 4.75%/Q)
969
921
First lien senior secured loan ($4,839 par due 1/2019)
4,839
4,597
5,808
5,518
First lien senior secured loan ($7,500 par due 7/2018)
7,438
Warrant to purchase up to 143,079 shares of Series A preferred stock (12/2024)
7,504
First lien senior secured revolving loan ($1,100 par due 7/2018)
1,100
First lien senior secured loan ($40,688 par due 7/2018)
40,688
41,788
First lien senior secured loan ($62,500 par due 12/2019)
10.53% (Libor + 9.53%/Q)
62,500
Distributor of replacement parts for commercial kitchen equipment
31,012
34,012
First lien senior secured loan ($7,536 par due 9/2015)
7,536
3,699
First lien senior secured revolving loan ($2,300 par due 12/2017)
8.75% (Libor + 7.25%/Q)
12/11/2012
2,300
First lien senior secured loan ($10,756 par due 12/2017)
10,756
First lien senior secured loan ($22,101 par due 12/2017)
22,101
First lien senior secured loan ($24,688 par due 12/2017)
11,451
22,843
62,945
94,139
First lien senior secured loan ($36,309 par due 2/2019)
36,076
35,219
312,033
320,780
6.20
First lien senior secured loan ($25,286 par due 9/2018)
25,286
24,022
First lien senior secured loan ($49,343 par due 9/2018)
49,343
46,876
74,629
70,898
Petroflow Energy Corporation
First lien senior secured loan ($52,539 par due 7/2017)
7/31/2014
49,269
19,807
Primexx Energy Corporation
Privately-held oil and gas exploration and production company
Second lien senior secured loan ($125,000 par due 1/2020)
7/7/2015
124,524
116,250
UL Holding Co., LLC and Universal Lubricants, LLC (7)
Second lien senior secured loan ($12,099 par due 12/2016)
8,717
9,972
Second lien senior secured loan ($51,314 par due 12/2016)
37,043
42,295
Second lien senior secured loan ($5,971 par due 12/2016)
4,272
4,921
Warrant to purchase up to 654,045 shares of Class A units
Warrant to purchase up to 26,072 shares of Class B-1 units
Warrant to purchase up to 52,143 shares of Class B-2 units
Warrant to purchase up to 26,965 shares of Class B-3 units
Warrant to purchase up to 73,106 shares of Class B-5 units
Warrant to purchase up to 54,263 shares of Class B-6 units
Warrant to purchase up to 952,095 shares of Class C units
57,517
57,188
305,939
264,143
5.11
Second lien senior secured loan ($16,000 par due 2/2023)
15,787
15,680
479
First lien senior secured loan ($24,425 par due 7/2020)
24,153
24,425
First lien senior secured loan ($193 par due 7/2020)
191
193
24,344
24,618
Second lien senior secured loan ($142,500 par due 12/2018)
142,500
7,270
149,770
253,082
256,547
4.96
First lien senior secured loan ($19,850 par due 8/2021)
19,598
19,652
53,900
45
7,160
82,098
80,787
First lien senior secured loan ($64,775 par due 12/2021)
64,277
64,775
2,433
Class A common units (59,999.74 units)
KeyImpact Holdings, Inc. and JWC/KI Holdings, LLC (25)
First lien senior secured loan ($46,250 par due 11/2021)
7.13% (Libor + 6.13%/Q)
46,250
45,788
51,250
50,788
229,125
227,283
4.39
First lien senior secured loan ($45,346 par due 8/2021)
45,346
44,893
First lien senior secured loan ($904 par due 8/2021)
904
895
Common stock (2,500 shares)
2,518
48,750
48,306
First lien senior secured loan ($10,000 par due 7/2019)
9,821
First lien senior secured loan ($10,000 par due 1/2019)
9,567
Warrant to purchase up to 404,563 shares of Series E preferred stock (expires 12/2024)
19,715
20,327
Class A Common Stock (10,000 shares)
456
Class B Common Stock (20,000 shares)
911
51,367
1,940
First lien senior secured loan ($7,054 par due 7/2017)
7,054
6,842
First lien senior secured loan ($26,581 par due 7/2017)
26,581
25,784
37,635
34,566
First lien senior secured loan ($11,480 par due 3/2018)
10,855
11,480
11,827
46
First lien senior secured loan ($5,006 par due 2/2020)
9.80% (Libor + 8.80%/Q)
10/19/2015
5,006
First lien senior secured loan ($19,500 par due 2/2020)
24,506
2,679
5,358
9,297
198,603
205,554
3.97
First lien senior secured loan ($25,320 par due 11/2019)
7.00% Cash, 1.00% PIK
25,320
Senior subordinated loan ($27,235 par due 11/2019)
27,235
44,520
53,174
97,100
Commons R-3, LLC
Real estate developer
Real estate equity interests
135
Crescent Hotels & Resorts, LLC and affiliates (8)
Senior subordinated loan ($2,236 par due 9/2011)
15.00%
2,670
Common equity interest
99,905
1.93
First lien senior secured revolving loan ($5,000 par due 8/2019)
9.125% (Libor + 8.125%/M)
First lien senior secured loan ($20,694 par due 8/2019)
8.00% (Libor + 7.00%/M)
20,694
20,280
First lien senior secured loan ($38,500 par due 8/2019)
38,500
37,730
First lien senior secured loan ($19,250 par due 8/2019)
19,250
18,865
83,444
81,775
Designer of adaptive,
dynamic glass for the
commercial and
residential markets
9,856
9,929
10,151
First lien senior secured loan ($2,556 par due 11/2017)
2,556
74
2,595
2,630
95,968
94,562
1.83
Aimbridge Hospitality Holdings, LLC (25)
First lien senior secured loan ($18,305 par due 10/2018)
18,066
18,305
(2)(15)(21)
47
First lien senior secured loan ($5,940 par due 9/2020)
5,940
70,940
89,006
89,245
First lien senior secured loan ($4,074 par due 5/2018)
6.50% (Libor + 5.25%/Q)
4,057
4,074
10.50% (Libor + 9.25%/Q)
83,714
81,341
Wyle Laboratories, Inc. and Wyle Holdings, Inc.
Provider of specialized engineering, scientific and technical services
Senior preferred stock (775 shares)
8.00% PIK
1/17/2008
131
Common stock (1,885,195 shares)
2,291
2,422
2,635
86,136
83,976
1.62
RE Community Holdings II, Inc., Pegasus Community Energy, LLC., and MPH Energy Holdings, LP
Second lien senior secured loan ($76,725 par due 10/2020)
85,564
1.48
First lien senior secured loan ($41,000 par due 10/2020)
41,000
2,012
5,779
47,370
46,779
0.90
5,820
28,615
34,435
0.67
First lien senior secured loan ($9,800 par due 9/2018)
9,800
7,056
16,856
Things Remembered, Inc. and TRM Holdings Corporation (25)
First lien senior secured revolving loan ($3,167 par due 5/2017)
3,126
1,868
First lien senior secured loan ($12,878 par due 5/2018)
12,606
7,598
15,732
9,466
31,532
26,322
0.51
First lien senior secured loan ($3,039 par due 7/2018)
3,196
3,189
First lien senior secured loan ($769 par due 10/2018)
807
4,003
3,996
7,249
6,970
14,219
2,620
5,832
Batanga, Inc. (25)
First lien senior secured revolving loan ($3,000 par due 6/2016)
First lien senior secured loan ($6,590 par due 6/2017)
10.60%
6,590
6,650
9,590
3,875
3,884
10,659
13,534
0.26
7,533
7,840
7,888
8,195
4,876
4,952
4,974
12,840
13,169
9,147,646
175.04
(1) Other than the Company’s investments listed in footnote 7 below (subject to the limitations set forth therein), the Company does not “Control” any of its portfolio companies, for the purposes of the Investment Company Act. In general, under the Investment Company Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. All of the Company’s portfolio company investments, which as of December 31, 2015 represented 175% of the Company’s net assets or 95% of the Company’s total assets, are subject to legal restrictions on sales.
(2) These assets are pledged as collateral for the Revolving Credit Facility and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Revolving Credit Facility (see Note 5 to the consolidated financial statements).
(3) These assets are owned by the Company’s consolidated subsidiary Ares Capital CP, are pledged as collateral for the Revolving Funding Facility and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than Ares Capital CP’s obligations under the Revolving Funding Facility (see Note 5 to the consolidated financial statements).
(4) These assets are owned by the Company’s consolidated subsidiary ACJB, are pledged as collateral for the SMBC Funding Facility and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than ACJB’s obligations under the SMBC Funding Facility (see Note 5 to the consolidated financial statements).
(5) These assets are owned by the Company’s consolidated subsidiary AVF LP, are pledged as collateral for the SBA Debentures and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than AVF LP’s obligations (see Note 5 to the consolidated financial statements). AVF LP operates as a SBIC under the provisions of Section 301(c) of the Small Business Investment Act of 1958, as amended.
(7) As defined in the Investment Company Act, the Company is deemed to be an “Affiliated Person” and “Control” this portfolio company because it owns 5% or more of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2015 in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to Control) are as follows:
(846
Cast & Crew Payroll, LLC and Centerstage Co-Investors, L.L.C.
41,571
121,827
43,170
5,049
129
1,312
25,920
(11,656
1,645
1,930
133
888
107
(265
788
2,235
(926
108,425
6,947
2,472
(161
UL Holding Co., LLC
251
4,750
(8) As defined in the Investment Company Act, the Company is deemed to be both an “Affiliated Person” and “Control” this portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2015 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control are as follows:
8,165
(6,407
2,233
(32
18,400
2,550
11,328
3,867
72
(693
1,036
99
(270
HCP Acquisition Holdings, LLC
(23,798
533
Senior Secured Loan Fund LLC*
228,676
329,693
276,067
21,970
26,176
(81,057
3,274
3,463
* Together with GE, the Company has co-invested through the SSLP. The SSLP has been capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and GE (with approval from a representative of each required); therefore, although the Company owns more than 25% of the voting securities of the SSLP, the Company does not believe that it has control over the SSLP (for purposes of the Investment Company Act or otherwise) because, among other things, these “voting securities” do not afford the Company the right to elect directors of the SSLP or any other special rights (see Note 4 to the consolidated financial statements).
(11) In the first quarter of 2011, the Staff informally communicated to certain BDCs the Staff’s belief that certain entities, which would be classified as an “investment company” under the Investment Company Act but for the exception from the definition of “investment company” set forth in Rule 3a-7 promulgated under the Investment Company Act, could not be treated as eligible portfolio companies (as defined in Section 2(a)(46) under Investment Company Act) (i.e. not eligible to be included in a BDC’s 70% “qualifying assets” basket). Subsequently, in August 2011 the Securities and Exchange Commission issued a concept release (the “Concept Release”) which stated that “[a]s a general matter, the Commission presently does not believe that Rule 3a-7 issuers are the type of small, developing and financially troubled businesses in which the U.S. Congress intended BDCs primarily to invest” and requested comment on whether or not a 3a-7 issuer should be considered an “eligible portfolio company”. The Company provided a comment letter in respect of the Concept Release and continues to believe that the language of Section 2(a)(46) of the Investment Company Act permits a BDC to treat as “eligible portfolio companies” entities that rely on the 3a-7 exception. However, given the current uncertainty in this area (including the language in the Concept Release) and subsequent discussions with the Staff, the Company has, solely for purposes of calculating the composition of its portfolio pursuant to Section 55(a) of the Investment Company Act, identified such entities, which include the SSLP, as “non-qualifying assets” should the Staff ultimately disagree with the Company’s position. Pursuant to Section 55(a) of the Investment Company Act (using the Staff’s methodology described above solely for this purpose), 25% of the Company’s total assets are represented by investments at fair value and other assets that are considered “non-qualifying assets” as of December 31, 2015.
51
(13) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 1.13% on $13 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(14) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.00% on $85 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(15) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.50% on $62 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(16) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 3.00% on $48 million aggregate principal amount of a “first out” tranche of the portfolio company’s first lien senior secured loans, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(17) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 5.00% on $19 million aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(18) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.55% on $42 million aggregate principal amount of a “first out” tranche of the portfolio company’s first lien senior secured loans, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(19) The Company is entitled to receive a fixed fee upon the occurrence of certain events as defined in the credit agreement governing the Company’s debt investment in the portfolio company. The fair value of such fee is included in the fair value of the debt investment.
(20) Loan was on non-accrual status as of December 31, 2015.
(21) Loan includes interest rate floor feature.
(22) In addition to the interest earned based on the stated contractual interest rate of this security, the certificates entitle the holders thereof to receive a portion of the excess cash flow from the SSLP’s loan portfolio, after expenses, which may result in a return to the Company greater than the contractual stated interest rate.
(23) As of December 31, 2015, no amounts were funded by the Company under this first lien senior secured revolving loan; however, there were letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 to the consolidated financial statements for further information on letters of credit commitments related to certain portfolio companies.
(24) As of December 31, 2015, in addition to the amounts funded by the Company under this first lien senior secured revolving loan, there were also letters of credit issued and outstanding through a financial intermediary under the loan.
See Note 7 to the consolidated financial statements for further information on letters of credit commitments related to certain portfolio companies.
(25) As of December 31, 2015, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 7 to the consolidated financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.
53
(3,000
(969
2,262
Brandtone Holdings Limited
4,539
(5,250
Chariot Acquisition, LLC (28)
CIBT Holdings, Inc.
26,440
6,250
(4,950
1,300
(2,241
1,493
163
(1,272
3,728
(145
5,655
Directworks, Inc.
EN Engineering, L.L.C. (28)
4,932
(3,742
1,258
752
(703
4,297
(9,670
15,330
Javlin Three LLC
(50,960
9,040
Joule Unlimited Technologies, Inc.
(5,000
KeyImpact Holdings, Inc. (28)
12,500
(54
796
12,000
4,991
17,250
(3,500
13,750
Nordco Inc (28)
(3,750
19,369
(2,300
17,069
(3,167
(750
1,750
8,960
Urgent Cares of America Holdings I, LLC (28)
418,880
(122,925
295,955
289,955
(26) As of December 31, 2015, the Company was party to subscription agreements to fund equity investments in private equity investment partnerships as follows:
(4,037
963
(8,652
(41,348
(1,413
587
(20,896
86,104
(84,554
1,550
(27) As of December 31, 2015, the Company had commitments to co-invest in the SSLP for its portion of the SSLP’s commitment to fund delayed draw loans of up to $32.6 million. See Note 4 to the consolidated financial statements for more information on the SSLP.
(28) Loan, or a portion of the loan, is included as part of a forward sale agreement. See Note 6 to the consolidated financial statements for more information on the forward sale agreement.
55
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Common Stock
Capital in Excess of
Accumulated Overdistributed Net Investment
Accumulated Net Realized Gains (Losses) on Investments, Foreign Currency Transactions, Extinguishment of Debt and Other
Net Unrealized Losses on Investments, Foreign Currency and Other
Total Stockholders’
Shares
Amount
Par Value
Income
Assets
Transactions
Equity
Balance at December 31, 2015
314,347
Repurchases of common stock
(393
(5,477
Net increase in stockholders’ equity resulting from operations
Dividends declared and payable ($1.14 per share)
(358,058
Balance at September 30, 2016
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
OPERATING ACTIVITIES:
Adjustments to reconcile net increase in stockholders’ equity resulting from operations:
Net realized gains on investments and foreign currency transactions
(78,536
(103,739
35,044
96,600
Realized losses on extinguishment of debt
3,839
Net accretion of discount on investments
(4,385
(3,110
Payment-in-kind interest and dividends
(32,190
(15,399
Collections of payment-in-kind interest and dividends
2,936
279
Amortization of debt issuance costs
10,765
12,718
Net accretion of discount on notes payable
5,167
12,201
Depreciation
535
549
Proceeds from sales and repayments of investments
2,700,325
3,216,639
Purchases of investments
(2,385,352
(2,865,701
Changes in operating assets and liabilities:
17,303
25,616
(13,120
15,650
(202
(1,213
1,818
(1,228
(23,159
(10,436
(20,497
(18,837
(3,860
Net cash provided by operating activities
638,715
710,142
FINANCING ACTIVITIES:
Borrowings on debt
7,168,833
2,109,370
Repayments and repurchases of debt
(7,567,000
(2,392,750
Debt issuance costs
(8,980
(6,324
Dividends paid
(367,870
Net cash used in financing activities
(770,682
(657,574
CHANGE IN CASH AND CASH EQUIVALENTS
(131,967
52,568
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
194,555
CASH AND CASH EQUIVALENTS, END OF PERIOD
247,123
Supplemental Information:
Interest paid during the period
138,986
143,962
Taxes, including excise tax, paid during the period
16,148
10,116
Dividends declared and payable during the period
358,058
374,062
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, percentages and as otherwise indicated; for example, with the words “million,”“billion” or otherwise)
1. ORGANIZATION
Ares Capital Corporation (the “Company” or “ARCC”) is a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). The Company has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) and operates in a manner so as to qualify for the tax treatment applicable to RICs.
The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and mezzanine debt, generally in a first lien position), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component. To a lesser extent, the Company also makes equity investments.
The Company is externally managed by Ares Capital Management LLC (“Ares Capital Management” or the Company’s “investment adviser”), a subsidiary of Ares Management, L.P. (“Ares Management” or “Ares”), a publicly traded, leading global alternative asset manager, pursuant to an investment advisory and management agreement. Ares Operations LLC (“Ares Operations” or the Company’s “administrator”), a subsidiary of Ares Management, provides certain administrative and other services necessary for the Company to operate.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Company and its consolidated subsidiaries. The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) 946. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated.
Interim financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2016.
Cash and Cash Equivalents
Cash and cash equivalents include funds from time to time deposited with financial institutions and short-term, liquid investments in a money market account. Cash and cash equivalents are carried at cost which approximates fair value.
Concentration of Credit Risk
The Company places its cash and cash equivalents with financial institutions and, at times, cash held in money market accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Company looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available (i.e., substantially all of the Company’s investments) are valued at fair value as determined in good faith by the Company’s board of directors, based on, among other things, the input of the Company’s investment adviser, audit committee and independent third-party valuation firms that have been engaged at the direction of the Company’s board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing 12-month period (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each fiscal quarter, and a minimum of 55% of the Company’s portfolio at fair value is subject to review by an independent valuation firm each quarter. In addition, the Company’s independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, the Company’s investment valuation process within the context of performing the integrated audit.
As part of the valuation process, the Company may take into account the following types of factors, if relevant, in determining the fair value of the Company’s investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company considers the pricing indicated by the external event to corroborate its valuation.
Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by its board of directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
The Company’s board of directors undertakes a multi-step valuation process each quarter, as described below:
· The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the Company’s portfolio management team.
· Preliminary valuations are reviewed and discussed with the Company’s investment adviser’s management and investment professionals, and then valuation recommendations are presented to the Company’s board of directors.
· The audit committee of the Company’s board of directors reviews these valuations, as well as the input of third parties, including independent third-party valuation firms, who review a minimum of 55% of the Company’s portfolio at fair value.
· The Company’s board of directors discusses valuations and ultimately determines the fair value of each investment in the Company’s portfolio without a readily available market quotation in good faith based on, among other things, the input of the Company’s investment adviser, audit committee and, where applicable, independent third-party valuation firms.
See Note 8 for more information on the Company’s valuation process.
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Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Payment-in-Kind Interest
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash.
Capital Structuring Service Fees and Other Income
The Company’s investment adviser seeks to provide assistance to its portfolio companies and in return the Company may receive fees for capital structuring services. These fees are generally only available to the Company as a result of the Company’s underlying investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Company’s investment adviser provides vary by investment, but generally include reviewing existing credit facilities, arranging bank financing, arranging equity financing, structuring financing from multiple lenders, structuring financing from multiple equity investors, restructuring existing loans, raising equity and debt capital, and providing general financial advice, which concludes upon closing of the investment. Any services of the above nature subsequent to the closing would generally generate a separate fee payable to the Company. In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, a portion of loan fees paid to the Company in such situations will be deferred and amortized over the estimated life of the loan.
Other income includes fees for management and consulting services, loan guarantees, commitments, amendments and other services rendered by the Company to portfolio companies. Such fees are recognized as income when earned or the services are rendered.
Foreign Currency Translation
The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1) Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the period.
(2) Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.
Results of operations based on changes in foreign exchange rates are separately disclosed in the statement of operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivative Instruments
The Company does not utilize hedge accounting and as such values its derivatives at fair value with the unrealized gains or losses recorded in “net unrealized gains (losses) from foreign currency and other transactions” in the Company’s consolidated statement of operations.
Equity Offering Expenses
The Company’s offering costs, excluding underwriters’ fees, are charged against the proceeds from equity offerings when received.
Debt Issuance Costs
Debt issuance costs are amortized over the life of the related debt instrument using the straight line method or the effective yield method, depending on the type of debt instrument.
Income Taxes
The Company has elected to be treated as a RIC under the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal corporate-level income taxes.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the current year, the Company accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
Dividends to Common Stockholders
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s board of directors authorizes, and the Company declares, a cash dividend, then the Company’s stockholders who have not “opted out” of the Company’s dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The Company intends to use primarily newly issued shares to implement the dividend reinvestment plan (so long as the Company is trading at a premium to net asset value). If the Company’s shares are trading at a discount to net asset value and the Company is otherwise permitted under applicable law to purchase such shares, the Company may purchase shares in the open market in connection with the Company’s obligations under the dividend reinvestment plan. However, the Company reserves the right to issue new shares of the Company’s common stock in connection with the Company’s obligations under the dividend reinvestment plan even if the Company’s shares are trading below net asset value.
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Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of actual and contingent assets and liabilities at the date of the financial statements and the reported amounts of income or loss and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of investments.
Recent Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new guidance modifies the requirements for reporting debt issuance costs. Under the amendments in ASU No. 2015-03, debt issuance costs related to a recognized debt liability will no longer be recorded as a separate asset, but will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU No. 2015-03. In addition, in August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30). The additional guidance reiterates that the Securities and Exchange Commission (“SEC”) would not object to an entity deferring and presenting debt issuance costs related to a line of credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings. ASU No. 2015-03 and ASU No. 2015-15 are required to be applied retrospectively for periods beginning after December 15, 2015. The Company adopted ASU No. 2015-03 as of March 31, 2016. Prior to ASU No. 2015-03, deferred debt issuance costs related to term debt were reported on the balance sheet as other assets and amortized as interest expense. The consolidated balance sheet as of December 31, 2015 has been adjusted to apply the change in accounting principle retrospectively. There is no effect on the statement of operations as a result of the change in accounting principle. Debt issuance costs related to term debt of $24.5 million previously reported within other assets on the consolidated balance sheet as of December 31, 2015 were reclassified as a direct deduction from the carrying amount of the related debt liability. ASU No. 2015-03 had no impact on the presentation or amortization of the debt issuance costs related to the Company’s revolving credit facilities.
In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). The new guidance removed the requirement that investments for which net asset value is determined based on practical expedient reliance be reported utilizing the fair value hierarchy. ASU No. 2015-07 is required to be applied retrospectively for periods beginning after December 15, 2015. The Company adopted ASU No. 2015-07 as of March 31, 2016 and thereby removed any investments valued in this manner from the fair value disclosures. See Note 8 for more information regarding the impact on the fair value disclosures.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, an update on identifying performance obligations and accounting for licenses of intellectual property. Additionally, in May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which includes amendments for enhanced clarification of the guidance. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Leases (Topic 840). Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. The amendments in ASU No. 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
3. AGREEMENTS
Investment Advisory and Management Agreement
The Company is party to an investment advisory and management agreement (the “investment advisory and management agreement”) with Ares Capital Management. Subject to the overall supervision of the Company’s board of directors, Ares Capital Management provides investment advisory and management services to the Company. For providing these services, Ares Capital Management receives fees from the Company consisting of a base management fee, a fee based on the Company’s net investment income (“income based fee”) and a fee based on the Company’s net capital gains (“capital gains incentive fee”). The investment advisory and management agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
The base management fee is calculated at an annual rate of 1.5% based on the average value of the Company’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters. The base management fee is payable quarterly in arrears.
The income based fee is calculated and payable quarterly in arrears based on the Company’s net investment income excluding income based fees and capital gains incentive fees (“pre-incentive fee net investment income”) for the quarter. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the administration agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the income based fee and capital gains incentive fee accrued under GAAP). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash. The Company’s investment adviser is not under any obligation to reimburse the Company for any part of the income based fees it received that was based on accrued interest that the Company never actually received.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses, unrealized capital appreciation, unrealized capital depreciation or income tax expense related to realized gains and losses. Because of the structure of the income based fee, it is possible that the Company may pay such fees in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, the Company will pay the applicable income based fee even if the Company has incurred a loss in that quarter due to realized and/or unrealized capital losses.
Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any income based fees and capital gains incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 1.75% per quarter. If market credit spreads rise, the Company may be able to invest its funds in debt instruments that provide for a higher return, which may increase the Company’s pre-incentive fee net investment income and make it easier for the Company’s investment adviser to surpass the fixed hurdle rate and receive an income based fee based on such net investment income. To the extent the Company has retained pre-incentive fee net investment income that has been used to calculate the income based fee, it is also included in the amount of the Company’s total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) used to calculate the 1.5% base management fee.
The Company pays its investment adviser an income based fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:
· no income based fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate;
· 100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter. The Company refers to this portion of its pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.1875%) as the “catch-up” provision. The “catch-up” is meant to provide the Company’s investment adviser with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeded 2.1875% in any calendar quarter; and
· 20% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter.
These calculations are adjusted for any share issuances or repurchases during the quarter.
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See Note 14 for information regarding a transaction support agreement entered into between the Company and Ares Capital Management in connection with the American Capital Acquisition (as defined below).
The capital gains incentive fee is determined and payable in arrears as of the end of each calendar year (or, upon termination of the investment advisory and management agreement, as of the termination date) and is calculated at the end of each applicable year by subtracting (a) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (b) the Company’s cumulative aggregate realized capital gains, in each case calculated from October 8, 2004 (the date the Company completed its initial public offering). Realized capital gains and losses include gains and losses on investments and foreign currencies, gains and losses on extinguishment of debt and from other assets, as well as any income tax expense related to realized gains and losses. If such amount is positive at the end of such year, then the capital gains incentive fee for such year is equal to 20% of such amount, less the aggregate amount of capital gains incentive fees paid in all prior years. If such amount is negative, then there is no capital gains incentive fee for such year.
The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable capital gains incentive fee calculation date and (b) the accreted or amortized cost basis of such investment.
Notwithstanding the foregoing, as a result of an amendment to the capital gains incentive fee under the investment advisory and management agreement that was adopted on June 6, 2011, if the Company is required by GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment by the Company (including, for example, as a result of the application of the acquisition method of accounting), then solely for the purposes of calculating the capital gains incentive fee , the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Company for such investment plus (y) any amounts recorded in the Company’s financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Company’s financial statements, including PIK interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Company’s financial statements as required by GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition.
The Company defers cash payment of any income based fees and capital gains incentive fees otherwise earned by the Company’s investment adviser if during the most recent four full calendar quarter period ending on or prior to the date such payment is to be made the sum of (a) the aggregate distributions to the Company’s stockholders and (b) the change in net assets (defined as total assets less indebtedness and before taking into account any income based fees and capital gains incentive fees payable during the period) is less than 7.0% of the Company’s net assets (defined as total assets less indebtedness) at the beginning of such period. Any deferred income based fees and capital gains incentive fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the investment advisory and management agreement.
There was no capital gains incentive fee earned by the Company’s investment adviser as calculated under the investment advisory and management agreement (as described above) for the three and nine months ended September 30, 2016. However, in accordance with GAAP, the Company had cumulatively accrued a capital gains incentive fee of $50,963 as of September 30, 2016, of which $50,963 is not currently due under the investment advisory and management agreement. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory and management agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation. If such amount is positive at the end of a period, then GAAP requires the Company to record a capital gains incentive fee equal to 20% of such cumulative amount, less the
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aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under GAAP in all prior periods. As of September 30, 2016, the Company has paid capital gains incentive fees since inception totaling $57,404. The resulting accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and nine months ended September 30, 2016, base management fees were $33,923 and $103,126, respectively, and income based fees were $33,052 and $91,097, respectively. For the three months ended September 30, 2016, the reduction in capital gains incentive fees calculated in accordance with GAAP was $5,491. For the nine months ended September 30, 2016, the capital gains incentive fees calculated in accordance with GAAP was $8,698. For the three and nine months ended September 30, 2015, base management fees were $33,284 and $100,221, respectively, income based fees were $31,842 and $90,156, respectively. For the three months ended September 30, 2015, the reduction in capital gains incentive fees calculated in accordance with GAAP was $2,628. For the nine months ended September 30, 2015, the capital gains incentive fees calculated in accordance with GAAP was $834.
Administration Agreement
The Company is party to an administration agreement, referred to herein as the “administration agreement”, with its administrator, Ares Operations. Pursuant to the administration agreement, Ares Operations furnishes the Company with office equipment and clerical, bookkeeping and record keeping services at the Company’s office facilities. Under the administration agreement, Ares Operations also performs, or oversees the performance of, the Company’s required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and reports filed with the SEC. In addition, Ares Operations assists the Company in determining and publishing its net asset value, assists the Company in providing managerial assistance to its portfolio companies, oversees the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the administration agreement are equal to an amount based upon its allocable portion of Ares Operations’ overhead and other expenses (including travel expenses) incurred by Ares Operations in performing its obligations under the administration agreement, including the Company’s allocable portion of the compensation of certain of its officers (including the Company’s chief compliance officer, chief financial officer, chief accounting officer, general counsel, treasurer and assistant treasurer) and their respective staffs. The administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
For the three and nine months ended September 30, 2016, the Company incurred $3,433 and $10,198, respectively, in administrative fees. As of September 30, 2016, $3,433 of these fees were unpaid and included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet. For the three and nine months ended September 30, 2015, the Company incurred $3,545 and $10,515, respectively, in administrative fees.
4. INVESTMENTS
As of September 30, 2016 and December 31, 2015, investments consisted of the following:
Amortized Cost(1)
First lien senior secured loans
2,249,313
2,197,926
2,735,232
2,638,784
Second lien senior secured loans
2,911,245
2,840,351
2,944,551
2,861,294
Subordinated certificates of the SDLP (2)
Subordinated certificates of the SSLP (3)
Senior subordinated debt
701,732
721,146
663,003
654,066
Preferred equity securities
492,563
342,645
435,063
375,830
Other equity securities
439,362
607,491
434,396
640,526
Commercial real estate
Total
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(1) The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.
(2) The proceeds from these certificates were applied to co-investments with Varagon and its clients to fund first lien senior secured loans to 10 different borrowers as of September 30, 2016.
(3) The proceeds from these certificates were applied to co-investments with GE to fund first lien senior secured loans to 25 and 41 different borrowers as of September 30, 2016 and December 31, 2015, respectively.
The industrial and geographic compositions of the Company’s portfolio at fair value as of September 30, 2016 and December 31, 2015 were as follows:
Industry
Investment Funds and Vehicles(1)
24.2
21.2
14.2
14.6
9.3
9.0
8.5
5.3
7.9
7.7
5.6
6.3
4.6
3.5
4.3
3.8
6.0
3.1
2.8
2.1
2.5
1.8
2.3
1.4
2.9
1.2
1.0
Other
5.2
5.7
100.0
(1) Includes the Company’s investment in the SDLP, which had made first lien senior secured loans to 10 different borrowers as of September 30, 2016, and the Company’s investment in the SSLP, which had made first lien senior secured loans to 25 and 41 different borrowers as of September 30, 2016 and December 31, 2015, respectively. The portfolio companies in the SDLP and SSLP are in industries similar to the companies in the Company’s portfolio.
Geographic Region
West(1)
40.1
37.9
Southeast
21.9
20.3
Midwest
18.2
23.8
Mid Atlantic
15.9
13.7
Northeast
2.7
International
2.0
(1) Includes the Company’s investment in the SDLP, which represented 2.2% of the total investment portfolio at fair value as of September 30, 2016, and the Company’s investment in the SSLP, which represented 21.6% and 20.8% of the total investment portfolio at fair value as of September 30, 2016 and December 31, 2015, respectively.
As of September 30, 2016, 2.3% of total investments at amortized cost (or 1.2% of total investments at fair value) were on non-accrual status. As of December 31, 2015, 2.6% of total investments at amortized cost (or 1.7% of total investments at fair value) were on non-accrual status.
Co-Investment Programs
Senior Direct Lending Program
The Company established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, to U.S. middle-market companies. Varagon was formed in 2013 as a lending platform by American International Group, Inc. (NYSE:AIG) and other partners. The joint venture is called the SDLP. In July 2016, the Company and Varagon and its clients completed the initial funding of the SDLP. In conjunction with the initial funding, the Company and Varagon and its clients sold investment commitments to the SDLP. Such investment commitments included $528.9 million of investment commitments sold to the SDLP by the Company. No realized gains or losses were recorded by the Company on these transactions. The SDLP may generally commit and hold individual loans of up to $300.0 million. The Company may directly co-invest with the SDLP to accommodate larger transactions. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of the Company and Varagon (with approval from a representative of each required).
The Company provides capital to the SDLP in the form of subordinated certificates (the “SDLP Certificates”), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. As of September 30, 2016, the Company and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.
As of September 30, 2016, the Company and Varagon and its clients agreed to make capital available to the SDLP of $2.9 billion in the aggregate, of which $590.6 million has been made available from the Company. This capital will only be committed to the SDLP upon approval of transactions by the investment committee of the SDLP as discussed above. Below is a summary of the funded capital and unfunded capital commitments of the SDLP.
(in millions)
Total capital funded to the SDLP(1)
930.2
Total capital funded to the SDLP by the Company(1)
195.3
Total unfunded capital commitments to the SDLP(2)
147.0
Total unfunded capital commitments to the SDLP by the Company(2)
31.5
(1) At principal amount.
(2) These commitments have been approved by the investment committee of the SDLP and will be funded as the transactions are completed.
The SDLP Certificates pay a coupon of LIBOR plus 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses, which may result in a return to the holders of the SDLP Certificates that is greater than the stated coupon. The SDLP Certificates are junior in right of payment to the senior notes and intermediate funding notes.
The amortized cost and fair value of the SDLP Certificates held by the Company were $195.3 million and $195.3 million, respectively, as of September 30, 2016. The Company’s yield on its investment in the SDLP at amortized cost and fair value was 13.5% and 13.5%, respectively, as of September 30, 2016. For the three and nine months ended September 30, 2016, the Company earned interest income of $4.8 million for each period from its investment in the SDLP Certificates. The Company is also entitled to certain fees in connection with the SDLP. For the three and nine months ended September 30, 2016, in connection with the SDLP, the Company earned capital structuring service and other fees totaling $0.8 million for each period.
(in thousands, except per share data, percentages and as otherwise indicated; for example, with the words "million,""billion" or otherwise)
As of September 30, 2016, the SDLP’s portfolio was comprised entirely of first lien senior secured loans to U.S. middle-market companies and were in industries similar to the companies in the Company’s portfolio. As of September 30, 2016, none of the loans were on non-accrual status. Below is a summary of the SDLP’s portfolio.
(dollar amounts in millions)
Total first lien senior secured loans(1)
929.1
Largest loan to a single borrower(1)
116.5
Total of five largest loans to borrowers(1)
549.1
Number of borrowers in the SDLP
Commitments to fund delayed draw loans(2)
(2) As discussed above, these commitments have been approved by the investment committee of the SDLP.
Senior Secured Loan Program
The Company and GE have co-invested in first lien senior secured loans of middle market companies through the SSLP. The SSLP has been capitalized as transactions are completed. All portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and GE (with approval from a representative of each required). The Company has provided capital to the SSLP in the form of subordinated certificates (the “SSLP Certificates”). As of September 30, 2016 and December 31, 2015, the Company and GE owned 87.5% and 12.5%, respectively, of the outstanding SSLP Certificates.
In August 2015, GE completed the sale of its U.S. Sponsor Finance business, through which GE had participated with the Company in the SSLP, to Canada Pension Plan Investment Board (“CPPIB”). This sale excluded GE’s interest in the SSLP, and the Company and GE continue to operate the SSLP. The Company and GE no longer have an obligation to present senior secured lending investment opportunities to the SSLP and since June 30, 2015, the SSLP has not made any investments related to new portfolio companies; however, the Company and GE may provide capital to support the SSLP’s funding of existing commitments (see below) and other amounts to its portfolio companies. On August 24, 2015, the Company was advised that GECC, as the holder of the senior notes of the SSLP (the “Senior Notes”), directed State Street Bank and Trust Company, as trustee of the Senior Notes and the SSLP Certificates, pursuant to the terms of the indenture governing the Senior Notes and the SSLP Certificates, to apply all principal proceeds received by the SSLP from its investments to the repayment of the outstanding principal amount of the Senior Notes until paid in full (prior to the distribution of any such principal proceeds to the holders of the SSLP Certificates, which includes the Company). GECC had previously elected to waive its right to receive priority repayments on the Senior Notes from principal proceeds in most circumstances. Prior to closing the sale to CPPIB, GE had announced its intention to provide the Company and CPPIB the opportunity to work together on the SSLP on a go-forward basis. GECC has also stated that if a mutual agreement between the Company and CPPIB to partner on the SSLP is not reached, it intends to retain its interest in the SSLP and the SSLP would be wound down in an orderly manner. The Company has been in dialogue with GE and CPPIB to determine if there is an opportunity to work together; however, to date there has been no agreement in respect of the SSLP as a result of these discussions and there can be no assurance that such discussions will continue or any such agreement will be reached.
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As discussed above, the Company anticipates that no new investments will be made by the SSLP and that possibly the Company and GE will only provide additional capital to support the SSLP’s funding of existing commitments and other amounts to its portfolio companies. Below is a summary of the funded capital and unfunded capital commitments of the SSLP.
Total capital funded to the SSLP(1)
5,682.9
8,535.1
Total capital funded to the SSLP by the Company(1)
2,004.0
2,000.9
Total unfunded capital commitments to the SSLP(2)
50.0
198.6
Total unfunded capital commitments to the SSLP by the Company(2)
7.3
32.6
(2) These commitments have been approved by the investment committee of the SSLP and will be funded as the transactions are completed.
The SSLP Certificates have a weighted average contractual coupon of LIBOR plus approximately 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses. However, the SSLP Certificates are junior in right of payment to the Senior Notes held by GE, and the Company expects that for so long as principal proceeds from SSLP repayments are directed entirely to repay the Senior Notes as discussed above, the yield on the SSLP Certificates will be lower than the stated coupon and continue to decline.
The amortized cost and fair value of the SSLP Certificates held by the Company were each $1.9 billion as of September 30, 2016, and each $1.9 billion as of December 31, 2015. The Company’s yield on its investment in the SSLP at amortized cost and fair value was 8.5% and 8.7%, respectively, as of September 30, 2016, and 12.0% and 12.3%, respectively, as of December 31, 2015. For the three and nine months ended September 30, 2016, the Company earned interest income of $49.5 million and $165.9 million, respectively, from its investment in the SSLP Certificates. For the three and nine months ended September 30, 2015, the Company earned interest income of $71.4 million and $209.6 million, respectively, from its investment in the SSLP Certificates. The Company is also entitled to certain fees in connection with the SSLP. For the three and nine months ended September 30, 2016, in connection with the SSLP, the Company earned capital structuring service, sourcing and other fees totaling $4.6 million and $16.0 million, respectively. For the three and nine months ended September 30, 2015, in connection with the SSLP, the Company earned capital structuring service, sourcing and other fees totaling $8.6 million and $41.8 million, respectively.
As of September 30, 2016 and December 31, 2015, the SSLP’s portfolio was comprised of all first lien senior secured loans to U.S. middle-market companies and were in industries similar to the companies in the Company’s portfolio. As of September 30, 2016 and December 31, 2015, none of these loans were on non-accrual status. Below is a summary of the SSLP’s portfolio.
4,731.8
8,138.5
294.0
345.9
1,361.3
1,579.9
Number of borrowers in the SSLP
(2) As discussed above, these commitments have been approved by the investment committee of the SSLP.
Ivy Hill Asset Management, L.P. (“IHAM”) is an asset management services company and an SEC-registered investment adviser. The Company has made investments in IHAM, its wholly owned portfolio company and previously made investments in certain vehicles managed by IHAM. As of September 30, 2016, IHAM had assets under management of approximately $3.6 billion. As of September 30, 2016, IHAM managed 16 vehicles and served as the sub-manager/sub-servicer for five other vehicles (these vehicles managed or sub-managed/sub-serviced by IHAM are collectively referred to as the “IHAM Vehicles”). IHAM earns fee income from managing the IHAM Vehicles and has also invested in certain of these vehicles as part of its business strategy. As of September 30, 2016 and December 31, 2015, IHAM had total investments of $218.0 million and $233.0 million, respectively. For the three and nine months ended September 30, 2016, IHAM had
69
management and incentive fee income of $4.0 million and $13.0 million, respectively, and other investment-related income of $6.0 million and $17.0 million, respectively. For the three and nine months ended September 30, 2015, IHAM had management and incentive fee income of $5.0 million and $15.0 million, respectively, and other investment-related income of $9.5 million and $20.0 million, respectively.
The amortized cost and fair value of the Company’s investment in IHAM was $171.0 million and $233.5 million, respectively, as of September 30, 2016, and $171.0 million and $235.5 million, respectively, as of December 31, 2015. For the three and nine months ended September 30, 2016, the Company received distributions consisting entirely of dividend income from IHAM of $10.0 million and $30.0 million, respectively. For the three and nine months ended September 30, 2015, the Company received distributions consisting entirely of dividend income from IHAM of $10.0 million and $40.0 million, respectively. The dividend income for the nine months ended September 30, 2015, included additional dividends of $10.0 million in addition to the quarterly dividends generally paid by IHAM.
From time to time, IHAM or certain IHAM Vehicles may purchase investments from, or sell investments to, the Company. For any such sales or purchases by the IHAM Vehicles to or from the Company, the IHAM Vehicles must obtain approval from third parties unaffiliated with the Company or IHAM, as applicable. During the nine months ended September 30, 2016 and 2015, IHAM or certain of the IHAM Vehicles purchased $305.3 million and $414.2 million, respectively, of investments from the Company. Net realized gains of $0.7 million and $0.4 million were recorded by the Company on these transactions for the nine months ended September 30, 2016 and 2015, respectively. During the nine months ended September 30, 2016, the Company did not purchase any investments from the IHAM Vehicles. During the nine months ended September 30, 2015, the Company purchased $11.5 million of investments from the IHAM Vehicles.
IHAM is party to an administration agreement, referred to herein as the “IHAM administration agreement,” with Ares Operations. Pursuant to the IHAM administration agreement, Ares Operations provides IHAM with, among other things, office facilities, equipment, clerical, bookkeeping and record keeping services, services relating to the marketing and sale of interests in vehicles managed by IHAM, services of, and oversight of, custodians, depositories, accountants, attorneys, underwriters and such other persons in any other capacity deemed to be necessary. Under the IHAM administration agreement, IHAM reimburses Ares Operations for all of the actual costs associated with such services, including Ares Operations’ allocable portion of overhead and the cost of its officers, employees and respective staff in performing its obligations under the IHAM administration agreement.
See Note 14 for information related to IHAM’s role in the American Capital Acquisition.
5. DEBT
In accordance with the Investment Company Act, with certain limited exceptions, the Company is only allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 200% after such borrowing. On June 21, 2016, the Company, Ares Capital Management, Ares Venture Finance GP LLC and AVF LP received exemptive relief from the SEC allowing the Company to modify the Company’s calculation of asset coverage requirements to exclude the SBA Debentures (defined below). As such, the Company’s ratio of total consolidated assets to outstanding indebtedness may be less than 200%. This exemptive relief provides the Company with increased investment flexibility but also increases the Company’s risk related to leverage. As of September 30, 2016 the Company’s asset coverage was 236% (excluding the SBA Debentures).
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The Company’s outstanding debt as of September 30, 2016 and December 31, 2015 were as follows:
Total Aggregate Principal Amount Committed/ Outstanding(1)
Principal Amount Outstanding
Carrying Value
Revolving Credit Facility
1,265,000
465,000
1,290,000
515,000
Revolving Funding Facility
540,000
(3)
108,000
250,000
SMBC Funding Facility
400,000
110,000
SBA Debentures
75,000
24,461
21,491
February 2016 Convertible Notes
(4)
575,000
573,935
June 2016 Convertible Notes
230,000
228,008
2017 Convertible Notes
162,500
161,519
159,958
2018 Convertible Notes
270,000
266,361
264,392
2019 Convertible Notes
300,000
295,769
294,479
2018 Notes
750,000
744,667
(6)
742,954
2020 Notes
600,000
595,209
(7)
594,201
January 2022 Notes
591,772
(8)
October 2022 Notes
182,500
178,332
177,912
2047 Notes
229,557
181,826
(10)
181,604
5,374,557
3,800,557
5,604,557
4,196,557
4,113,934
(1) Subject to borrowing base, leverage and other restrictions. Represents the total aggregate amount committed or outstanding, as applicable, under such instrument.
(2) Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility (as defined below) to a maximum of $1,897,500.
(3) Provides for a feature that allows the Company and Ares Capital CP (as defined below), under certain circumstances, to increase the size of Revolving Funding Facility (as defined below) to a maximum of $865,000.
(4) See below for more information on the repayments of the February 2016 Convertible Notes and the June 2016 Convertible Notes (each as defined below).
(5) Represents the aggregate principal amount outstanding of the Convertible Unsecured Notes (as defined below), the February 2016 Convertible Notes and the June 2016 Convertible Notes less unamortized debt issuance costs and the unaccreted discount recorded upon the issuances of such notes. As of September 30, 2016, the total unamortized debt issuance costs and the unaccreted discount for the 2017 Convertible Notes, the 2018 Convertible Notes and the 2019 Convertible Notes (each as defined below) were $981, $3,639 and $4,231, respectively. As of December 31, 2015, the total unamortized debt issuance costs and the unaccreted discount for the February 2016 Convertible Notes, the June 2016 Convertible Notes, the 2017 Convertible Notes, the 2018 Convertible Notes and the 2019 Convertible Notes were $1,065, $1,992, $2,542, $5,608 and $5,521, respectively.
(6) Represents the aggregate principal amount outstanding of the 2018 Notes (as defined below) less unamortized debt issuance costs and plus the net unamortized premium that was recorded upon the issuances of the 2018 Notes. As of September 30, 2016 and December 31, 2015, the total unamortized debt issuance costs less the net unamortized premium was $5,333 and $7,046, respectively.
(7) Represents the aggregate principal amount outstanding of the 2020 Notes (as defined below) less unamortized debt issuance costs and the net unaccreted discount recorded upon the issuances of the 2020 Notes. As of September 30, 2016 and December 31, 2015, the total unamortized debt issuance costs and the net unaccreted discount was $4,791 and $5,799, respectively.
(8) Represents the aggregate principal amount outstanding of the January 2022 Notes (as defined below), less unamortized debt issuance costs and the unaccreted discount recorded upon the issuance of the January 2022 Notes. As of September 30, 2016, the total unamortized debt issuance costs and the unaccreted discount was $8,228.
(9) Represents the aggregate principal amount outstanding of the October 2022 Notes (as defined below) less unamortized debt issuance costs. As of September 30, 2016 and December 31, 2015, the total unamortized debt issuance costs was $4,168 and $4,588, respectively.
(10) Represents the aggregate principal amount outstanding of the 2047 Notes (as defined below) less the unaccreted purchased discount recorded as a part of the Allied Acquisition (as defined below). As of September 30, 2016 and December 31, 2015, the total unaccreted purchased discount was $47,731 and $47,953, respectively.
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount, of all the Company’s outstanding debt as of September 30, 2016 were 4.2% and 5.1 years, respectively, and as of December 31, 2015 were 4.4% and 4.5 years, respectively.
The Company is party to a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), which allows the Company to borrow up to $1,265,000 at any one time outstanding. For $1,195,000 of the Revolving Credit Facility, the end of the revolving period and the stated maturity date are May 4, 2020 and May 4, 2021, respectively. For the remaining $70,000 of the Revolving Credit Facility, the end of the revolving period and the stated maturity date are May 4, 2019 and May 4, 2020, respectively. The Revolving Credit Facility also provides for a feature that allows the Company, under certain circumstances, to increase in the size of the Revolving Credit Facility to a maximum of $1,897,500. The Revolving Credit Facility generally requires payments of interest at the end of each LIBOR interest period, but no less frequently than quarterly, on LIBOR based loans, and monthly payments of interest on other loans. From the end of the revolving period to the stated maturity date, the Company is required to repay outstanding principal amounts under the Revolving Credit Facility on a monthly basis in an amount equal to 1/12th of the outstanding principal amount at the end of the revolving period.
Under the Revolving Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, (e) maintaining a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of the Company and its consolidated subsidiaries (subject to certain exceptions) of not less than 2.0:1.0, (f) limitations on pledging certain unencumbered assets, and (g) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. These covenants are subject to important limitations and exceptions that are described in the documents governing the Revolving Credit Facility. Amounts available to borrow under the Revolving Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio that are pledged as collateral. As of September 30, 2016, the Company was in compliance in all material respects with the terms of the Revolving Credit Facility.
As of September 30, 2016 and December 31, 2015, there were $465,000 and $515,000 outstanding, respectively, under the Revolving Credit Facility. As of September 30, 2016, the Revolving Credit Facility also provides for a sub-limit for the issuance of letters of credit for up to an aggregate amount of $150,000. As of September 30, 2016 and December 31, 2015, the Company had $25,380 and $24,111, respectively, in letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued. As of September 30, 2016, there was $774,620 available for borrowing (net of letters of credit issued) under the Revolving Credit Facility.
Since March 26, 2015, the interest rate charged on the Revolving Credit Facility is based on an applicable spread of either 1.75% or 2.00% over LIBOR or 0.75% or 1.00% over an “alternate base rate” (as defined in the agreements governing the Revolving Credit Facility), in each case, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of September 30, 2016, the interest rate in effect was LIBOR plus 1.75%. Prior to and including March 25, 2015, the interest rate charged on the Revolving Credit Facility was based on an applicable spread of 2.00% over LIBOR or an applicable spread of 1.00% over an “alternate base rate.” As of September 30, 2016, the one, two, three and six month LIBOR was 0.53%, 0.65%, 0.85% and 1.24%, respectively. As of December 31, 2015, the one, two, three and six month LIBOR was 0.43%, 0.51%, 0.61% and 0.85%, respectively. In addition to the stated interest expense on the Revolving Credit Facility, the Company is required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. Since March 26, 2015, the Company is also required to pay a letter of credit fee of either 2.00% or 2.25% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. Prior to and including March 25, 2015, the Company paid a letter of credit fee of 2.25% per annum on letters of credit issued.
The Revolving Credit Facility is secured by certain assets in the Company’s portfolio and excludes investments held by Ares Capital CP under the Revolving Funding Facility, those held by ACJB under the SMBC Funding Facility and those held by AVF LP under the SBA Debentures, each as described below, and certain other investments.
For the three and nine months ended September 30, 2016 and 2015, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Credit Facility were as follows:
Stated interest expense
5,084
218
15,229
298
Facility fees
496
1,333
1,401
3,979
593
724
1,850
Total interest and credit facility fees expense
6,173
2,275
18,480
6,162
Cash paid for interest expense
5,536
15,257
395
Average stated interest rate
2.27
2.00
2.23
2.10
Average outstanding balance
876,685
42,609
896,588
18,718
The Company’s consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”), is party to a revolving funding facility (as amended, the “Revolving Funding Facility”), which allows Ares Capital CP to borrow up to $540,000 at any one time outstanding. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, Ares Capital CP. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are May 14, 2017 and May 14, 2019, respectively. The Revolving Funding Facility also includes a feature that allows, under certain circumstances, for an increase in the Revolving Funding Facility to a maximum of $865,000. See Note 14 for information regarding a potential amendment to the Revolving Funding Facility in connection with the American Capital Acquisition.
Amounts available to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types of assets held by Ares Capital CP. Ares Capital CP is also subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions on sector concentrations, loan size, payment frequency and status, collateral interests, loans with fixed rates and loans with certain investment ratings, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow. The Company and Ares Capital CP are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility. As of September 30, 2016, the Company and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility.
As of September 30, 2016 and December 31, 2015, there was $108,000 and $250,000 outstanding, respectively, under the Revolving Funding Facility. The interest rate charged on the Revolving Funding Facility is based on an applicable spread ranging from 2.25% to 2.50% over LIBOR or ranging from 1.25% to 1.50% over a “base rate” (as defined in the agreements governing the Revolving Funding Facility) in each case, determined monthly based on the composition of the borrowing base relative to outstanding borrowings under the Revolving Funding Facility. As of September 30, 2016, the interest rate in effect was LIBOR plus 2.25%. Ares Capital CP is required to pay a commitment fee between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility.
For the three and nine months ended September 30, 2016 and 2015, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Funding Facility were as follows:
917
481
934
577
704
1,652
3,038
1,733
2,072
1,763
6,196
5,705
861
2,560
2,095
2.76
2.44
2.71
2.43
129,913
77,130
136,201
50,670
The Company’s consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB”), is party to a revolving funding facility (as amended, the “SMBC Funding Facility”) with ACJB, as the borrower, and Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent, collateral agent, and lender, which allows ACJB to borrow up to $400,000 at any one time outstanding. The SMBC Funding Facility is secured by all of the assets held by ACJB. The end of the reinvestment period and the stated maturity date for the SMBC Funding Facility are September 14, 2017 and September 14, 2022, respectively. The reinvestment period and the stated maturity date are both subject to two one-year extensions by mutual agreement.
Amounts available to borrow under the SMBC Funding Facility are subject to a borrowing base that applies an advance rate to assets held by ACJB. The Company and ACJB are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the SMBC Funding Facility. As of September 30, 2016, the Company and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
As of September 30, 2016 and December 31, 2015, there was $108,000 and $110,000 outstanding, respectively, under the SMBC Funding Facility. Since June 30, 2015, the interest rate charged on the SMBC Funding Facility is based on an applicable spread of either 1.75% or 2.00% over LIBOR or 0.75% or 1.00% over a “base rate” (as defined in the agreements governing the SMBC Funding Facility), in each case, determined monthly based on the amount of the average borrowings outstanding under the SMBC Funding Facility. As of September 30, 2016, the interest rate in effect was LIBOR plus 1.75%. Prior to and including June 30, 2015, the interest rate charged on the SMBC Funding Facility was based on an applicable spread of 2.00% over LIBOR or 1.00% over a “base rate.” As of September 30, 2016 and December 31, 2015, the interest rate in effect was based on one month LIBOR, which was 0.53% and 0.43%, respectively. ACJB is required to pay a commitment fee of between 0.35% and 0.875% per annum depending on the size of the unused portion of the SMBC Funding Facility.
For the three and nine months ended September 30, 2016 and 2015, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the SMBC Funding Facility were as follows:
631
1,941
254
262
356
1,203
287
286
862
853
870
3,563
2,310
640
217
2,002
308
2.24
2.19
2.20
110,130
40,815
115,854
15,344
In April 2015, the Company’s wholly owned subsidiary, AVF LP, received a license from the Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under the provisions of Section 301(c) of the Small Business Investment Act of 1958, as amended. The SBA places certain limitations on the financing of investments by SBICs in portfolio companies, including regulating the types of financings, restricting investments to only include small businesses with certain characteristics or in certain industries, and requiring capitalization thresholds that may limit distributions to the Company.
The license from the SBA allows AVF LP to obtain leverage by issuing SBA-guaranteed debentures (the “SBA Debentures”), subject to issuance of a capital commitment by the SBA and other customary procedures. Leverage through the SBA Debentures is subject to required capitalization thresholds. Current SBA regulations limit the amount that any SBIC may borrow to $150,000 and as of September 30, 2016, the amount of the SBA Debentures committed to AVF LP by the SBA was $75,000. The SBA Debentures are non-recourse to the Company, have interest payable semi-annually, have a 10-year maturity and may be prepaid at any time without penalty. As of September 30, 2016, AVF LP had $25,000 of the SBA Debentures issued and outstanding, which mature between September 2025 and March 2026. As of September 30, 2016, AVF LP was in compliance in all material respects with SBA regulatory requirements.
The interest rate for the SBA Debentures is fixed at the time the SBA Debentures and other applicable SBA-guaranteed debentures can be pooled and sold to the public and is based on a spread over U.S. treasury notes with 10-year maturities. The pooling of newly issued SBA-guaranteed debentures occurs twice per year. The spread includes an annual charge as determined by the SBA (the “Annual Charge”) as well as a market-driven component. Prior to the 10-year fixed interest rate being determined, the interim interest rate charged for the SBA-guarantee debentures is based on LIBOR plus an applicable spread of 0.30% and the Annual Charge. As of September 30, 2016, the weighted average interest rate in effect for the SBA Debentures was 3.48%.
For the three and nine months ended September 30, 2016, the components of interest expense, cash paid for interest expense, average stated interest rate and average outstanding balances for the SBA Debentures were as follows:
619
101
289
828
171
425
735
3.48
1.52
3.39
1.50
16,011
24,409
15,869
Convertible Unsecured Notes
The Company has issued $162.5 million aggregate principal amount of unsecured convertible notes that mature on March 15, 2017 (the “2017 Convertible Notes”), $270.0 million aggregate principal amount of unsecured convertible notes that mature on January 15, 2018 (the “2018 Convertible Notes”) and $300.0 million aggregate principal amount of unsecured convertible notes that mature on January 15, 2019 (the “2019 Convertible Notes” and together with the 2017 Convertible Notes and the 2018 Convertible Notes, the “Convertible Unsecured Notes”). The Convertible Notes mature upon their respective maturity dates unless previously converted or repurchased in accordance with their terms. The Company does not have the right to redeem the Convertible Unsecured Notes prior to maturity. The 2017 Convertible Notes, the 2018 Convertible Notes and the 2019 Convertible Notes bear interest at a rate of 4.875%, 4.750% and 4.375%, respectively, per year, payable semi-annually.
In certain circumstances, the Convertible Unsecured Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of its common stock, at the Company’s election, at their respective conversion rates (listed below as of September 30, 2016) subject to customary anti-dilution adjustments and the requirements of their respective indenture (the “Convertible Unsecured Notes Indentures”). To the extent the 2017 Convertible Notes are converted, the Company has elected to settle with a combination of cash and shares of its common stock. Prior to the close of business on the business day immediately preceding their respective conversion date (listed below), holders may convert their Convertible Unsecured Notes only under certain circumstances set forth in the Convertible Unsecured Notes Indentures. On or after their respective conversion dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert their Convertible Unsecured Notes at any time. In addition, if the Company engages in certain corporate events as described in their respective Convertible Unsecured Notes Indenture, holders of the Convertible Unsecured Notes may require the Company to repurchase for cash all or part of the Convertible Unsecured Notes at a repurchase price equal to 100% of the principal amount of the Convertible Unsecured Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
Certain key terms related to the convertible features for each of the Convertible Unsecured Notes as of September 30, 2016 are listed below.
Conversion premium
17.5
15.0
Closing stock price at issuance
16.91
17.53
Closing stock price date
March 8, 2012
October 3, 2012
July 15, 2013
Conversion price(1)
18.87
19.64
19.99
Conversion rate (shares per one thousand dollar principal amount)(1)
53.0020
50.9054
50.0292
Conversion dates
September 15, 2016
July 15, 2017
July 15, 2018
(1) Represents conversion price and conversion rate, as applicable, as of September 30, 2016, taking into account certain de minimis adjustments that will be made on the conversion date.
As of September 30, 2016, the principal amounts of each series of the Convertible Unsecured Notes exceeded the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.
The Convertible Unsecured Notes Indentures contain certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act and to provide financial information to the holders of the Convertible Unsecured Notes under certain circumstances. These covenants are subject to important limitations and exceptions that are described in the Convertible Unsecured Notes Indentures. As of September 30, 2016, the Company was in compliance in all material respects with the terms of the Convertible Unsecured Notes Indentures.
The Convertible Unsecured Notes are accounted for in accordance with ASC 470-20. Upon conversion of any of the other Convertible Unsecured Notes, the Company intends to pay the outstanding principal amount in cash and to the extent that the conversion value exceeds the principal amount, the Company has the option to pay in cash or shares of the Company’s common stock (or a combination of cash and shares) in respect of the excess amount, subject to the requirements of the Convertible Unsecured Notes Indentures. The Company has determined that the embedded conversion options in the Convertible Unsecured Notes are not required to be separately accounted for as a derivative under GAAP. In accounting for the Convertible Unsecured Notes, the Company estimated at the time of issuance separate debt and equity components for each of the Convertible Unsecured Notes. An original issue discount equal to the equity components of the Convertible Unsecured Notes was recorded in “capital in excess of par value” in the accompanying consolidated balance sheet. Additionally, the issuance costs associated with the Convertible Unsecured Notes were allocated to the debt and equity components in proportion to the allocation of the proceeds and accounted for as debt issuance costs and equity issuance costs, respectively.
The debt and equity component percentages, the issuance costs and the equity component amounts for each of the Convertible Unsecured Notes are listed below.
Debt and equity component percentages, respectively(1)
97.0% and 3.0%
98.0% and 2.0%
99.8% and 0.2%
Debt issuance costs(1)
4,813
5,712
4,475
Equity issuance costs(1)
149
116
Equity component, net of issuance costs(2)
4,724
5,243
582
(1) At time of issuance.
(2) At time of issuance and as of September 30, 2016.
In addition to the original issue discount equal to the equity components of the Convertible Unsecured Notes, the 2018 Convertible Notes and the 2019 Convertible Notes were each issued at a discount. The Company records interest expense comprised of both stated interest expense as well as accretion of any original issue discount.
As of September 30, 2016, the components of the carrying value of the Convertible Unsecured Notes, the stated interest rate and the effective interest rate were as follows:
Principal amount of debt
Debt issuance costs, net of amortization
(476
(1,575
(1,948
Original issue discount, net of accretion
(505
(2,064
(2,283
Carrying value of debt
Stated interest rate
4.875
4.750
4.375
Effective interest rate(1)
5.5
4.7
(1) The effective interest rate of the debt component of the Convertible Unsecured Notes is equal to the stated interest rate plus the accretion of original issue discount.
In February 2016, the Company repaid in full the $575.0 million aggregate principal amount of unsecured convertible notes (the “February 2016 Convertible Notes”) upon their maturity. In June 2016, the Company repaid in full the $230.0 million aggregate principal amount of unsecured convertible notes (the “June 2016 Convertible Notes”) upon their maturity.
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and cash paid for interest expense for the Convertible Unsecured Notes are listed below. For the nine months ended September 30, 2016 and 2015, and for the three months ended September 30, 2015, the following also includes components of interest expense and cash paid for interest expense on the February 2016 Convertible Notes and the June 2016 Convertible Notes.
8,468
19,680
33,071
59,042
756
1,324
2,970
5,097
Accretion of original issue discount
877
4,027
4,907
11,878
Total interest expense
10,101
25,031
40,948
76,017
16,936
33,467
56,298
72,828
Unsecured Notes
The Company had issued $750,000 in aggregate principal amount of unsecured notes that mature on November 30, 2018 (the “2018 Notes”). The 2018 Notes bear interest at a rate of 4.875% per year, payable semi-annually and all principal is due upon maturity. The 2018 Notes may be redeemed in whole or in part at any time at the Company’s option at a redemption price equal to par plus a “make whole” premium, as determined pursuant to the indenture governing the 2018 Notes, and any accrued and unpaid interest. $600,000 in aggregate principal amount of the 2018 Notes were issued at a discount to the principal amount and $150,000 in aggregate principal amount of the 2018 Notes were issued at a premium to the principal amount.
The Company had issued $600,000 in aggregate principal amount of unsecured notes that mature on January 15, 2020 (the “2020 Notes”). The 2020 Notes bear interest at a rate of 3.875% per year, payable semi-annually and all principal is due upon maturity. The 2020 Notes may be redeemed in whole or in part at any time at the Company’s option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the 2020 Notes, and any accrued and unpaid interest. $400,000 in aggregate principal amount of the 2020 Notes were issued at a discount to the principal amount and $200,000 in aggregate principal amount of the 2020 Notes were issued at a premium to the principal amount.
The Company had issued $600,000 in aggregate principal amount of unsecured notes that mature on January 19, 2022 (the “January 2022 Notes”). The January 2022 Notes bear interest at a rate of 3.625% per year, payable semi-annually and all principal is due upon maturity. The January 2022 Notes may be redeemed in whole or in part at any time at the Company’s option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the January 2022 Notes, and any accrued and unpaid interest. The January 2022 Notes were issued at a discount to the principal amount.
The Company had issued $182,500 in aggregate principal amount of unsecured notes that mature on October 1, 2022 (the “October 2022 Notes”). The October 2022 Notes bear interest at a rate of 5.875% per year, payable quarterly and all principal is due upon maturity. The October 2022 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option, at a par redemption price of $25.00 per security plus accrued and unpaid interest.
As part of the acquisition of Allied Capital Corporation (“Allied Capital”) in April 2010 (the “Allied Acquisition”), the Company assumed $230,000 aggregate principal amount of unsecured notes due on April 15, 2047 (the “2047 Notes” and together with the 2018 Notes, the 2020 Notes, the January 2022 Notes, and the October 2022 Notes, the “Unsecured Notes”). The 2047 Notes bear interest at a rate of 6.875%, payable quarterly and all principal is due upon maturity. The 2047 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option, at a par redemption price of $25.00 per security plus accrued and unpaid interest. As of September 30, 2016 and December 31, 2015, the outstanding principal was $229,557 and $229,557 respectively, and the carrying value was $181,826 and $181,604, respectively. The carrying value represents the outstanding principal amount of the 2047 Notes less the unaccreted purchased discount recorded as a part of the Allied Acquisition.
February 2022 Notes
In March 2015, the Company redeemed the $143,750 aggregate principal amount of unsecured notes that were scheduled to mature on February 15, 2022 (the “February 2022 Notes”) in accordance with the terms of the indenture governing the February 2022 Notes. The February 2022 Notes bore interest at a rate of 7.00% per year, payable quarterly. The February 2022 Notes were redeemed at par plus accrued and unpaid interest for a total redemption price of approximately $144,616, which resulted in a realized loss on the extinguishment of debt of $3,839.
2040 Notes
In October 2015, the Company redeemed the $200,000 aggregate principal amount of unsecured notes that were scheduled to mature on October 15, 2040 (the “2040 Notes”) in accordance with the terms of the indenture governing the 2040 Notes. The 2040 Notes bore interest at a rate of 7.75% per year, payable quarterly. The 2040 Notes were redeemed at par plus accrued and unpaid interest for a total redemption price of approximately $200,560, which resulted in a realized loss on the extinguishment of debt of $6,572.
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and cash paid for interest expense for the Unsecured Notes are listed below. For the three months ended September 30, 2015, the following also includes components of interest expense and cash paid for interest expense for the 2040 Notes. For the nine months ended September 30, 2015, the following also includes components of interest expense and cash paid for interest expense for the 2040 Notes and the February 2022 Notes.
22,304
25,453
65,461
77,877
1,085
1,023
3,141
3,049
Net accretion of original issue discount
Accretion of purchase discount
222
202
23,485
26,554
68,862
81,249
18,976
25,613
62,134
68,278
The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act and to provide financial information to the holders of such notes under certain circumstances. These covenants are subject to important limitations and exceptions set forth in the indentures governing such notes. As of September 30, 2016, the Company was in compliance in all material respects with the terms of the respective indentures governing each of the Unsecured Notes.
The Convertible Unsecured Notes and the Unsecured Notes are the Company’s unsecured senior obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Unsecured Notes and the Unsecured Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. As of September 30, 2016 and December 31, 2015, the counterparty to these forward currency contracts was Bank of Montreal. Net unrealized gains or losses on foreign currency contracts are included in “net unrealized gains (losses) from foreign currency and other transactions” and net realized gains or losses on forward currency contracts are included in “net realized gains (losses) from foreign currency transactions” in the accompanying consolidated statement of operations.
During the three months ended December 31, 2015, the Company entered into an agreement with the SDLP to sell certain of the Company’s investments to the SDLP at a mutually agreed upon price on a future date (the “Forward Sale Agreement”). The value of the Forward Sale Agreement with the SDLP changed as the fair value of the identified loans changed and as additional loans were added to such agreement. In July 2016, the Company and Varagon and its clients completed the initial funding of the SDLP. In conjunction with the initial funding, the Company and Varagon and its clients sold investment commitments to the SDLP and the Forward Sale Agreement was terminated. For the three and nine months ended September 30, 2016, the unrealized gain related to this agreement was included in the “net unrealized gains (losses) from foreign currency and other transactions” in the accompanying consolidated statement of operations and as of December 31, 2015 in “other assets” in the accompanying consolidated balance sheet.
Forward currency contracts are considered undesignated derivative instruments.
79
Certain information related to the Company’s derivative financial instruments is presented below as of September 30, 2016 and December 31, 2015.
Description
Notional Amount
Maturity Date
Gross Amount of Recognized Assets
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Balance Sheet
Balance Sheet Location of Net Amounts
Foreign currency forward contract
CAD
10/5/2016
905
Other Assets
€
2,840
1/6/2016
1,112
3,820
143
Forward sale agreement
316,201
2,602
3,857
7. COMMITMENTS AND CONTINGENCIES
The Company has various commitments to fund investments in its portfolio as described below. As of September 30, 2016 and December 31, 2015, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) the Company’s discretion:
Total net adjusted undrawn revolving and delayed draw loan commitments
Included within the total revolving and delayed draw loan commitments as of September 30, 2016 and December 31, 2015 were delayed draw loan commitments totaling $175,018 and $148,609, respectively. The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels).
Also included within the total revolving and delayed draw loan commitments as of September 30, 2016 were commitments to issue up to $53,469 in letters of credit through a financial intermediary on behalf of certain portfolio companies. As of September 30, 2016, the Company had $12,019 in letters of credit issued and outstanding under these commitments on behalf of portfolio companies. For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of these letters of credit issued and outstanding are recorded as a liability on the Company’s balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company. Of these letters of credit, $22 expire in 2016, $11,983 expire in 2017 and $14 expire in 2018.
80
The Company also has commitments to co-invest in the SSLP and the SDLP for the Company’s portion of the SSLP’s and the SDLP’s commitments to fund delayed draw loans to certain portfolio companies of the SSLP and the SDLP. See Note 4 for more information.
As of September 30, 2016 and December 31, 2015, the Company was party to subscription agreements to fund equity investments in private equity investment partnerships as follows:
Less: private equity commitments substantially at discretion of the Company
In the ordinary course of business, the Company may sell certain of its investments to third party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales) the Company has, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions have given rise to liabilities in the past and may do so in the future.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows ASC 825-10, which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the company’s choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Company has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, all assets and liabilities approximate fair value on the balance sheet. The carrying value of the lines titled “interest receivable,” “receivable for open trades,” “payable for open trades,” “accounts payable and other liabilities,” “base management fees payable,” “income based fees payable,” “capital gains incentive fees payable” and “interest and facility fees payable” approximate fair value due to their short maturity.
The Company also follows ASC 820-10, which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Company to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Company has considered its principal market as the market in which the Company exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:
• Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
• Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
• Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
81
In addition to using the above inputs in investment valuations, the Company continues to employ the net asset valuation policy approved by the Company’s board of directors that is consistent with ASC 820-10 (see Note 2). Consistent with the Company’s valuation policy, it evaluates the source of inputs, including any markets in which the Company’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. The Company’s valuation policy considers the fact that because there is not a readily available market value for most of the investments in the Company’s portfolio, the fair value of the investments must typically be determined using unobservable inputs.
The Company’s portfolio investments (other than as described below in the following paragraph) are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. Enterprise value means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Company may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Company has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where the Company does not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
For other portfolio investments such as investments in the SSLP Certificates, discounted cash flow analysis is the primary technique utilized to determine fair value. Expected future cash flows associated with the investment are discounted to determine a present value using a discount rate that reflects estimated market return requirements.
82
The following tables summarize the significant unobservable inputs the Company used to value the majority of its investments categorized within Level 3 as of September 30, 2016 and December 31, 2015. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.
Unobservable Input
Asset Category
Primary Valuation Techniques
Input
Estimated Range
Weighted Average
Yield analysis
Market yield
3.8% - 21.8%
9.5
8.4% - 20.8%
10.8
Subordinated certificates of the SDLP
Discounted cash flow analysis
Discount rate
8.0% - 9.0%
Subordinated certificates of the SSLP
10.8% - 11.8%
11.3
9.8% - 17.5%
12.7
EV market multiple analysis
EBITDA multiple
3.5x - 14.8x
7.6
x
Other equity securities and other
600,760
5.0x - 15.3x
10.6
Total Investments
8,797,920
4.0% - 16.5%
9.2
8.5% - 19.5%
10.5% - 11.5%
11.0
8.3% - 15.8%
12.2
4.0x - 14.8x
7.2
630,026
10.2
9,044,861
Derivatives
7.0% - 7.6%
7.4
Total Other Assets
Changes in market yields, discount rates or EBITDA multiples, each in isolation, may change the fair value of certain of the Company’s investments. Generally, an increase in market yields or discount rates or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it.
The following table presents fair value measurements of cash and cash equivalents, investments and derivatives as of September 30, 2016:
Fair Value Measurements Using
Level 1
Level 2
Level 3
Investments not measured at net asset value
8,798,674
754
Investments measured at net asset value (1)
5,977
883
(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
The following table presents fair value measurements of cash and cash equivalents, investments and derivatives as of December 31, 2015:
9,048,233
3,372
7,263
1,255
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
The following table presents changes in investments that use Level 3 inputs as of and for the three and nine months ended September 30, 2016:
As of and For the Three Months Ended September 30, 2016
Balance as of June 30, 2016
8,892,514
20,873
(42,673
Purchases
1,378,237
Sales
(920,147
Redemptions
(544,794
12,340
Net accretion of discount on securities
Net transfers in and/or out of Level 3
Balance as of September 30, 2016
84
As of and For the Nine Months Ended September 30, 2016
Balance as of December 31, 2015
74,943
(22,084
2,387,943
(1,208,630
(1,509,713
32,190
4,385
(5,975
As of September 30, 2016, the net unrealized depreciation on the investments that use Level 3 inputs was $128,357. For the nine months ended September 30, 2016, the net transfers out of Level 3 were due to privately held equity investments converting to publicly traded stock.
The following table presents changes in derivatives that use Level 3 inputs as of and for the three and nine months ended September 30, 2016:
4,906
Net unrealized appreciation reversed related to termination of the Forward Sale Agreement
(4,906
(2,602
For the three and nine months ended September 30, 2016, the total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to the Company’s Level 3 assets still held as of September 30, 2016, and reported within the net unrealized gains (losses) from investments, foreign currency and other transactions in the Company’s consolidated statement of operations was $(55,544) and $(27,207), respectively.
The following table presents changes in investments that use Level 3 inputs as of and for the three and nine months ended September 30, 2015:
As of and For the Three Months Ended September 30, 2015
Balance as of June 30, 2015
8,559,859
45,275
(60,222
1,474,831
(677,360
(666,495
3,167
1,013
Balance as of September 30, 2015
8,680,068
As of and For the Nine Months Ended September 30, 2015
Balance as of December 31, 2014
9,016,437
97,033
(94,916
2,863,701
(1,489,919
(1,729,671
15,397
3,107
(1,101
As of September 30, 2015, the net unrealized appreciation on the investments that use Level 3 inputs was $51,007. For the nine months ended September 30, 2015, the net transfers out of Level 3 were due to privately held equity investments converting to publicly traded stock.
For the three and nine months ended September 30, 2015, the total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to the Company’s Level 3 assets still held as of September 30, 2015, and reported within the net unrealized gains (losses) from investments, foreign currency and other transactions in the Company’s consolidated statement of operations was $(21,425) and $(50,001), respectively.
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Following are the carrying and fair values of the Company’s debt obligations as of September 30, 2016 and December 31, 2015. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
Carrying value(1)
Fair value
February 2016 Convertible Notes (principal amount outstanding of $0 and $575,000, respectively)
575,058
June 2016 Convertible Notes (principal amount outstanding of $0 and $230,000, respectively)
230,058
2017 Convertible Notes (principal amount outstanding of $162,500)
164,897
164,206
2018 Convertible Notes (principal amount outstanding of $270,000)
279,650
270,877
2019 Convertible Notes (principal amount outstanding of $300,000)
313,896
299,061
2018 Notes (principal amount outstanding of $750,000)
783,495
777,405
2020 Notes (principal amount outstanding of $600,000)
620,178
607,128
January 2022 Notes (principal amount outstanding of $600,000 and $0, respectively)
604,242
October 2022 Notes (principal amount outstanding of $182,500)
182,813
182,009
2047 Notes (principal amount outstanding of $229,557)
232,560
230,228
3,887,731
4,233,030
(1) The Revolving Credit Facility, the Revolving Funding Facility and the SMBC Funding Facility carrying values are the same as the principal amounts outstanding.
(2) See Note 5 for more information on the repayments of the February 2016 Convertible Notes and the June 2016 Convertible Notes.
(3) Represents the aggregate principal amount outstanding of the Convertible Unsecured Notes less unamortized debt issuance costs and the unaccreted discount recorded upon the issuances of such notes.
(4) Represents the aggregate principal amount outstanding of the 2018 Notes less unamortized debt issuance costs plus the net unamortized premium recorded upon the issuances of the 2018 Notes.
(5) Represents the aggregate principal amount outstanding of the 2020 Notes less unamortized debt issuance costs and the net unaccreted discount recorded upon the issuances of the 2020 Notes.
(6) Represents the aggregate principal amount outstanding of the January 2022 Notes less unamortized debt issuance costs and the unaccreted discount recorded upon the issuance of the January 2022 Notes.
(7) Represents the aggregate principal amount outstanding of the October 2022 Notes less unamortized debt issuance costs.
(8) Represents the aggregate principal amount outstanding of the 2047 Notes less the unaccreted purchased discount.
(9) Total principal amount of debt outstanding totaled $3,800,557 and $4,196,557 as of September 30, 2016 and December 31, 2015, respectively.
The following table presents fair value measurements of the Company’s debt obligations as of September 30, 2016 and December 31, 2015:
415,373
412,237
3,472,358
3,820,793
9. STOCKHOLDERS’ EQUITY
There were no sales of the Company’s equity securities for the nine months ended September 30, 2016 and 2015. See Note 11 for information regarding shares of common stock issued or purchased in accordance with the Company’s dividend reinvestment plan.
Stock Repurchase Program
In September 2015, the Company’s board of directors approved a stock repurchase program authorizing the Company to repurchase up to $100 million in the aggregate of its outstanding common stock in the open market at certain thresholds below its net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. The program will be in effect until February 28, 2017, unless extended or until the approved dollar amount has been used to repurchase shares. The program does not require the Company to repurchase any specific number of shares and it cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. As of September 30, 2016, the Company had repurchased a total of 515 shares of its common stock in the open market under the stock repurchase program since its inception in September 2015, at an average price of $13.92 per share, including commissions paid, leaving approximately $92.8 million available for additional repurchases under the program.
In May 2016, the Company suspended its stock repurchase program pending the completion of the American Capital Acquisition (see Note 14 for more information). During the nine months ended September 30, 2016, the Company repurchased a total of 393 shares of the Company’s common stock in the open market for $5,477 under the stock repurchase program. The shares were repurchased at an average price of $13.94 per share, including commissions paid.
10. EARNINGS PER SHARE
The following information sets forth the computations of basic and diluted net increase in stockholders’ equity resulting from operations per share for the three and nine months ended September 30, 2016 and 2015:
Net increase in stockholders’ equity resulting from operations available to common stockholders
Weighted average shares of common stock outstanding—basic and diluted
Basic and diluted net increase in stockholders’ equity resulting from operations per share
For the purpose of calculating diluted net increase in stockholders’ equity resulting from operations per share, the average closing price of the Company’s common stock for the three and nine months ended September 30, 2016 was less than the conversion price for each of the Convertible Unsecured Notes outstanding as of September 30, 2016. For the three and nine months ended September 30, 2015, the average closing price of the Company’s common stock was less than the conversion
price for each the Convertible Unsecured Notes outstanding as of September 30, 2015 as well as the February 2016 Convertible Notes and the June 2016 Convertible Notes. Therefore, for all periods presented in the financial statements, the underlying shares for the intrinsic value of the embedded options in the Convertible Unsecured Notes, the February 2016 Convertible Notes and the June 2016 Convertible Notes have no impact on the computation of diluted net increase in stockholders’ equity resulting from operations per share.
11. DIVIDENDS AND DISTRIBUTIONS
The following table summarizes the Company’s dividends declared and payable during the nine months ended September 30, 2016 and 2015:
Date declared
Record date
Payment date
Per share amount
Total amount
August 3, 2016
0.38
119,303
May 4, 2016
June 15, 2016
June 30, 2016
February 26, 2016
March 15, 2016
March 31, 2016
119,452
Total declared and payable for the nine months ended September 30, 2016
1.14
August 4, 2015
September 15, 2015
September 30, 2015
119,498
May 4, 2015
June 15, 2015
June 30, 2015
February 26, 2015
March 13, 2015
March 31, 2015
119,361
0.05
(1)
15,705
Total declared and payable for the nine months ended September 30, 2015
1.19
(1) Represents an additional dividend.
The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. When the Company issues new shares in connection with the dividend reinvestment plan, the issue price is equal to the closing price of its common stock on the dividend payment date. Dividend reinvestment plan activity for the nine months ended September 30, 2016 and 2015, was as follows:
Shares issued
361
Average issue price per share
17.17
Shares purchased by plan agent to satisfy dividends declared and payable during the period for stockholders
1,088
Average purchase price per share
14.85
15.70
12. RELATED PARTY TRANSACTIONS
In accordance with the investment advisory and management agreement, the Company bears all costs and expenses of the operation of the Company and reimburses its investment adviser or its affiliates for certain of such costs and expenses incurred in the operation of the Company. For the three and nine months ended September 30, 2016, the Company’s investment adviser or its affiliates incurred such expenses totaling $1,149 and $3,856, respectively. For the three and nine months ended September 30, 2015, the Company’s investment adviser or its affiliates incurred such expenses totaling $1,834 and $4,668, respectively.
The Company is party to office leases pursuant to which it is leasing office facilities from third parties. For certain of these office leases, the Company has also entered into separate subleases with Ares Management LLC, the sole member of Ares Capital Management, and IHAM, pursuant to which Ares Management LLC and IHAM sublease a portion of these leases. For the three and nine months ended September 30, 2016, amounts payable to the Company under these subleases totaled $1,739 and $4,829, respectively. For the three and nine months ended September 30, 2015, amounts payable to the Company under these subleases totaled $1,134 and $3,343, respectively.
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Ares Management LLC has also entered into separate subleases with the Company, pursuant to which the Company subleases certain office spaces from Ares Management LLC. For the three and nine months ended September 30, 2016, amounts payable to Ares Management LLC under these subleases totaled $161 and $486, respectively. For the three and nine months ended September 30, 2015, amounts payable to Ares Management LLC under these subleases totaled $190 and $564, respectively.
The Company has also entered into agreements with Ares Management LLC and IHAM, pursuant to which Ares Management LLC and IHAM are entitled to use the Company’s proprietary portfolio management software. For the three and nine months ended September 30, 2016, amounts payable to the Company under these agreements totaled $25 and $75, respectively. For the three and nine months ended September 30, 2015, amounts payable to the Company under these agreements totaled $25 and $75, respectively.
See Notes 3, 4, 6 and 14 for descriptions of other related party transactions.
13. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights as of and for the nine months ended September 30, 2016 and 2015
As of and For the Nine Months Ended September 30,
Per Share Data:
Net asset value, beginning of period(1)
16.82
Net investment income for period(2)
1.13
1.15
Net realized and unrealized gains for period(2)
0.14
0.01
Net increase in stockholders’ equity
Total distributions to stockholders(3)
(1.14
(1.19
Net asset value at end of period(1)
16.79
Per share market value at end of period
15.50
14.48
Total return based on market value(4)
16.77
Total return based on net asset value(5)
7.69
6.92
Shares outstanding at end of period
Ratio/Supplemental Data:
Net assets at end of period
5,279,802
Ratio of operating expenses to average net assets(6)(7)
9.83
9.98
Ratio of net investment income to average net assets(6)(8)
9.12
9.07
Portfolio turnover rate(6)
(1) The net assets used equals the total stockholders’ equity on the consolidated balance sheet.
(2) Weighted average basic per share data.
(3) Includes an additional dividend of $0.05 per share for the three months ended March 31, 2015.
(4) For the nine months ended September 30, 2016, the total return based on market value equaled the increase of the ending market value at September 30, 2016 of $15.50 per share from the ending market value at December 31, 2015 of $14.25 per share plus the declared and payable dividends of $1.14 per share for the nine months ended September 30, 2016, divided by the market value at December 31, 2015. For the nine months ended September 30, 2015, the total return based on market value equaled the decrease of the ending market value at September 30, 2015 of $14.48 per share from the ending market value at December 31, 2014 of $15.61 per share plus the declared and payable dividends of $1.19 per share for the nine months ended September 30, 2015, divided by the market value at December 31, 2014. The Company’s shares fluctuate in value. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.
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(5) For the nine months ended September 30, 2016, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.14 per share for the nine months ended September 30, 2016, divided by the beginning net asset value for the period. For the nine months ended September 30, 2015, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.19 per share for the nine months ended September 30, 2015, divided by the beginning net asset value for the period. These calculations are adjusted for shares issued in connection with the dividend reinvestment plan, the issuance of common stock in connection with any equity offerings and the equity components of any convertible notes issued during the period. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.
(6) The ratios reflect an annualized amount.
(7) For the nine months ended September 30, 2016, the ratio of operating expenses to average net assets consisted of 2.64% of base management fees, 2.56% of income based fees and capital gains incentive fees, 3.56% of the cost of borrowing and 1.07% of other operating expenses. For the nine months ended September 30, 2015, the ratio of operating expenses to average net assets consisted of 2.53% of base management fees, 2.29% of income based fees and capital gains incentive fees, 4.33% of the cost of borrowing and 0.83% of other operating expenses.
(8) The ratio of net investment income to average net assets excludes income taxes related to realized gains and losses.
14. AMERICAN CAPITAL ACQUISITION
On May 23, 2016, the Company entered into a definitive agreement (the “Merger Agreement”) to acquire American Capital, Ltd. (“American Capital”), a Delaware corporation, in a cash and stock transaction (the “American Capital Acquisition”). As of May 20, 2016, the last full trading day prior to the announcement of the American Capital Acquisition, the transaction had an implied value of approximately $4.0 billion, or $17.40 per fully diluted share of American Capital common stock. As of September 30, 2016, the transaction had an implied value of approximately $4.0 billion, or $17.55 per fully diluted share of American Capital common stock.
Upon the completion of the American Capital Acquisition, each share of American Capital common stock issued and outstanding immediately prior to the effective time of the American Capital Acquisition will be converted into the right to receive from the Company, in accordance with the Merger Agreement, (i) $6.41 per share in cash consideration, (ii) stock consideration at the fixed exchange ratio of 0.483 shares, par value $0.001 per share, of the Company’s common stock (subject to the payment of cash instead of fractional shares) (the “Exchange Ratio”) (iii) $1.20 per share in cash from Ares Capital Management, acting solely on its own behalf (see Transaction Support Agreement discussed below) and (iv) $2.45 per share in cash, which amount represents the per share cash consideration paid to American Capital pursuant to the sale by American Capital of American Capital Mortgage Management, LLC, a wholly owned subsidiary of American Capital Asset Management, LLC (“ACAM”), a wholly owned portfolio company of American Capital, to American Capital Agency Corp.
Additionally, depending on the effective time of the American Capital Acquisition, each share of American Capital common stock issued and outstanding immediately prior to the effective time of the American Capital Acquisition will be converted into the right to receive, if any, the make-up dividend amount. The make-up dividend amount would equal (A) if the closing occurs after the record date with respect to the Company’s dividend payable with respect to the Company’s fourth quarter of 2016, 37.5% of the Exchange Ratio times the Company’s dividend for such quarter, plus (B) if the closing occurs after the record date with respect to the Company’s dividend payable with respect to the first quarter of 2017, 75% of the Exchange Ratio times the Company’s dividend for such quarter, plus (C) if the closing occurs after the record date with respect to the Company’s dividend for any subsequent quarter, 100% of the Exchange Ratio times the Company’s dividend for such quarter. The Exchange Ratio was fixed on the date of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of the Company’s or American Capital’s common stock before the closing of the American Capital Acquisition. Based on the number of shares of American Capital common stock outstanding on the date of the Merger Agreement, the above would result in approximately 110.8 million of the Company’s shares being exchanged for approximately 229.3 million fully diluted shares of American Capital common stock, subject to adjustment in certain limited circumstances.
In connection with the American Capital Acquisition, ACAM will merge with and into IHAM, with IHAM remaining as the surviving entity as a wholly owned portfolio company of the Company.
The completion of the American Capital Acquisition is subject to certain conditions, including, among others, American Capital stockholder approval, the Company’s stockholder approval, required regulatory approvals (including from certain regulatory authorities), receipt of certain third party consents, including third party consents from certain investment funds managed by ACAM and its subsidiaries representing at least 75% of the aggregate assets under management of all such funds as of March 31, 2016 and other customary closing conditions. While there can be no assurances as to the exact timing, or that the American Capital Acquisition will be completed at all, the Company expects to complete the American Capital Acquisition as early as the first week of January 2017.
Additionally, on May 23, 2016, the Company entered into an agreement with Ares Capital Management, its investment adviser (the “Transaction Support Agreement”) in connection with the American Capital Acquisition. Under the terms of the Transaction Support Agreement, the Company’s investment adviser will (i) provide approximately $275 million of cash consideration, or $1.20 per share of American Capital common stock, payable to American Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing and (ii) waive, for each of the first ten calendar quarters beginning with the first full calendar quarter after the closing of the American Capital Acquisition, the lesser of (x) $10 million of income based fees and (y) the amount of income based fees for such quarter, in each case, to the extent earned and payable by the Company in such quarter pursuant to and as calculated under the Company’s investment advisory and management agreement. The financial support contemplated by the Transaction Support Agreement is conditioned upon completion of the American Capital Acquisition, which is subject to the closing conditions described above.
The American Capital Acquisition is expected to be accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. The fair value of the merger consideration paid by the Company is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. If the fair value of the net assets acquired exceeds the fair value of the merger consideration paid by the Company, then the Company would recognize a deemed contribution from Ares Capital Management in an amount up to the cash consideration to be paid by Ares Capital Management described above. If the fair value of the net assets acquired exceeds the fair value of the aggregate merger consideration paid by the Company and by Ares Capital Management, then the Company would recognize a purchase accounting gain. Alternatively, if the fair value of the net assets acquired is less than the fair value of the merger consideration paid by the Company, then Ares Capital would recognize a purchase accounting loss.
Also in connection with the American Capital Acquisition, Ares Capital CP received commitments from certain lenders to provide $460.0 million in new commitments under the Revolving Funding Facility, which would bring the total commitments of the Revolving Funding Facility to $1.0 billion. The new commitments are conditioned upon completion of the American Capital Acquisition, which is subject to certain closing conditions described above, and also are subject to final documentation of the amendment to the Revolving Funding Facility.
In May 2016, in connection with the American Capital Acquisition, the Company suspended its stock repurchase program pending the completion of the American Capital Acquisition.
15. LITIGATION
American Capital and the Company are aware that a consolidated putative shareholder class action has been filed by stockholders of American Capital challenging the American Capital Acquisition. On or about August 18, 2016, shareholders of American Capital filed a consolidated putative shareholder class action allegedly on behalf of holders of the common stock of American Capital against the members of American Capital’s board of directors in the Circuit Court for Montgomery County, Maryland due to the directors’ actions in approving the American Capital Acquisition. This action is a consolidation of putative shareholder complaints filed against the directors of American Capital on June 24, 2016, July 12, 2016, July 21, 2016 and July 27, 2016. The action alleges that the directors failed to adequately discharge their fiduciary duties to the public shareholders of American Capital by hastily commencing a sales process due to the board’s manipulation by a major shareholder, Elliott Management Corp. (together with its affiliates, “Elliott Management”). The complaint also alleges that the directors then failed to obtain for the shareholders the highest value available in the marketplace for their shares. The complaint further alleges that the proposed merger was the product of a flawed sales process due to Elliott Management’s continued manipulation of the directors, the use of deal protection devices in the American Capital Acquisition that precluded other bidders from making a higher offer to American Capital, and the directors’ conflicts of interest due to special benefits, including the full vesting of American Capital stock options and incentive awards, or golden parachutes the directors are due to receive upon consummation of the proposed merger. Additionally, the complaint alleges that the Company’s Registration Statement on Form N-14, which was filed with the SEC on July 20, 2016 and includes a joint proxy statement to American Capital’s
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shareholders, is materially false and misleading because it omits material information concerning the financial and procedural fairness of the proposed merger. The complaint seeks to enjoin the American Capital Acquisition. In the event that the American Capital Acquisition is completed, the complaint seeks to recover compensatory damages for all losses resulting from the alleged breaches of fiduciary duty. The court has ordered that this case proceed to expedited discovery. The Company believes that these claims are without merit.
On May 20, 2013, the Company was named as one of several defendants in an action (the Action) filed in the United States District Court for the Eastern District of Pennsylvania (the Pennsylvania Court) by the bankruptcy trustee of DSI Renal Holdings LLC and two related companies. On March 17, 2014, the Action was transferred to the United States District Court for the District of Delaware (the Delaware Court) pursuant to a motion filed by the defendants and granted by the Pennsylvania Court. On May 6, 2014, the Delaware Court referred the Action to the United States Bankruptcy Court for the District of Delaware. The complaint in the Action alleges, among other things, that each of the named defendants participated in a purported fraudulent transfer involving the restructuring of a subsidiary of DSI Renal Holdings LLC. Among other things, the complaint seeks, jointly and severally from all defendants, (1) damages of approximately $425 million, of which the complaint states the Company’s individual share is approximately $117 million, and (2) punitive damages. The Company is currently unable to assess with any certainty whether it may have any exposure in the Action. The Company believes the plaintiff’s claims are without merit and intends to vigorously defend itself in the Action.
Additionally, the Company is party to certain lawsuits in the normal course of business. In addition, Allied Capital was involved in various legal proceedings that the Company assumed in connection with the Allied Acquisition. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. It is possible that third parties could try to seek to impose liability against the combined company in connection with the matter discussed above or other potential legal proceedings. While the outcome of any such legal proceedings cannot at this time be predicted with certainty, the Company does not expect that these legal proceedings will materially affect its business, financial condition or results of operations.
16. SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the nine months ended September 30, 2016.
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this Quarterly Report (including in the following discussion) constitute forward- looking statements, which relate to future events, the future performance or financial condition of Ares Capital Corporation (the “Company,” “ARCC,” “Ares Capital,” “we,” “us,” or “our”) or the proposed transaction between American Capital, Ltd. (American Capital) and us. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
· our, or our portfolio companies’, future business, operations, operating results or prospects;
· the return or impact of current and future investments;
· the impact of a protracted decline in the liquidity of credit markets on our business;
· the impact of fluctuations in interest rates on our business;
· the impact of changes in laws or regulations (including the interpretation thereof) governing our operations or the operations of our portfolio companies or the operations of our competitors;
· the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
· our ability to recover unrealized losses;
· market conditions and our ability to access alternative debt markets and additional debt and equity capital;
· our contractual arrangements and relationships with third parties, including parties to our co-investment programs;
· the general economy and its impact on the industries in which we invest;
· uncertainty surrounding the financial stability of the U.S., the EU and China;
· Middle East turmoil and the potential for fluctuating energy prices and its impact on the industries in which we invest;
· the social, geographical, financial, trade and legal implications of the referendum by British voters to leave the EU in June 2016;
· the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
· our expected financings and investments;
· our ability to successfully complete and integrate any acquisitions;
· the adequacy of our cash resources and working capital;
· the timing, form and amount of any dividend distributions;
· the timing of cash flows, if any, from the operations of our portfolio companies;
· the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
· the acquisition of American Capital (the “American Capital Acquisition”);
· the outcome and impact of any litigation relating to the American Capital Acquisition;
· the likelihood that the American Capital Acquisition is completed and the anticipated timing of its completion;
· the ability of our business and American Capital’s business to successfully integrate if the American Capital Acquisition is completed; and
· the impact to the periods following the completion of the American Capital Acquisition.
All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined company following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of each of American Capital and Ares Capital may not be obtained; (2) the risk that the mergers or other transactions contemplated by the merger agreement may not be completed in the time frame expected by American Capital and Ares Capital, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of American Capital and Ares Capital; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in achieving synergies and cost savings of the combined company; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the merger agreement; (10) the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in laws or regulations or interpretations of current laws and regulations that would impact Ares Capital’s classification as a business development company; (13) changes in general economic and/or industry specific conditions; and (14) other risk factors as detailed from time to time in American Capital’s and Ares Capital’s reports filed with the SEC, including this Quarterly Report and American Capital’s and Ares Capital’s respective annual reports on Form 10-K for the year ended December 31, 2015, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.
We have based the forward-looking statements included in this Quarterly Report on information available to us on the date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
No Offer or Solicitation
The information in this Quarterly Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Additional Information and Where to Find It
In connection with the proposed transaction, we have filed with the SEC a registration statement on Form N-14 (the “Registration Statement”) that includes a joint proxy statement of Ares Capital and American Capital (the “Joint Proxy Statement”) and that constitutes a prospectus of Ares Capital. The Joint Proxy Statement and Registration Statement, as applicable, are first being mailed or otherwise delivered to stockholders on or about October 18, 2016. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN CAPITAL, ARES CAPITAL, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain the Joint Proxy Statement, the Registration Statement and other documents filed with the SEC by American Capital and Ares Capital, free of charge, from the SEC’s website at www.sec.gov and from either American Capital’s or Ares Capital’s websites at www.americancapital.com or at www.arescapitalcorp.com. Investors and security holders may also obtain free copies of the Joint Proxy Statement, the Registration Statement and other documents filed with the SEC from American Capital by contacting American Capital’s Investor Relations Department at 1-301-951-5917 or from Ares Capital by contacting Ares Capital’s Investor Relations Department at 1-888-818-5298.
Participants in the Solicitation
American Capital, Ares Capital and their respective directors, executive officers, other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Ares Capital and American Capital stockholders in connection with the proposed transaction is set forth in the Joint Proxy Statement and Registration Statement filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement and the Registration Statement when such documents become available. These documents may be obtained free of charge from the sources indicated above.
OVERVIEW
We are a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”).
We are externally managed by Ares Capital Management LLC (“Ares Capital Management” or our “investment adviser”), a subsidiary of Ares Management L.P. (NYSE: ARES) (“Ares Management”), a publicly traded, leading global alternative asset manager, pursuant to our investment advisory and management agreement. Our administrator, Ares Operations LLC (“Ares Operations” or our “administrator”), a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first lien senior secured loans (including unitranche loans), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component like warrants.
To a lesser extent, we also make preferred and/or common equity investments, which have generally been non-control equity investments, of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments.
Since our initial public offering (“IPO”) on October 8, 2004 through September 30, 2016, our exited investments resulted in an aggregate cash flow realized internal rate of return to us of approximately 13% (based on original cash invested, net of syndications, of approximately $14.0 billion and total proceeds from such exited investments of approximately $17.1 billion). Internal rate of return is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. Internal rate of return is gross of expenses related to investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized. Approximately 70% of these exited investments resulted in an aggregate cash flow realized internal rate of return to us of 10% or greater.
Additionally, since our IPO on October 8, 2004 through September 30, 2016, our realized gains have exceeded our realized losses by approximately $558 million (excluding a one-time gain on the acquisition of Allied Capital Corporation (“Allied Capital”) and realized gains/losses from the extinguishment of debt and from other assets). For this same time period, our average annualized net realized gain rate was approximately 1.1% (excluding a one-time gain on the acquisition of Allied Capital and realized gains/losses from the extinguishment of debt and from other assets). Net realized gain/loss rates for a particular period are the amount of net realized gains/losses during such period divided by the average quarterly investments at amortized cost in such period.
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Information included herein regarding internal rates of return, realized gains and losses and annualized net realized gain rates are historical results relating to our past performance and are not necessarily indicative of future results, the achievement of which cannot be assured.
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 and indebtedness of private U.S. companies and certain public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act.
We have elected to be treated as a regulated investment company, or a “RIC”, under the Internal Revenue Code of 1986, as amended (the “Code”), and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay U.S. federal corporate-level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.
Pending American Capital Acquisition
On May 23, 2016, we entered into a definitive agreement (the “Merger Agreement”) to acquire American Capital in a cash and stock transaction. As of May 20, 2016, the last full trading day prior to the announcement of the American Capital Acquisition, the transaction had an implied value of approximately $4.0 billion, or $17.40 per fully diluted share of American Capital common stock. As of September 30, 2016, the transaction had an implied value of approximately $4.0 billion, or $17.55 per fully diluted share of American Capital common stock.
Upon the completion of the American Capital Acquisition, each share of American Capital common stock issued and outstanding immediately prior to the effective time of the American Capital Acquisition will be converted into the right to receive from us, in accordance with the Merger Agreement, (i) $6.41 per share in cash consideration, (ii) stock consideration at the fixed exchange ratio of 0.483 shares, par value $0.001 per share, of our common stock (subject to the payment of cash instead of fractional shares) (the “Exchange Ratio”) (iii) $1.20 per share in cash from Ares Capital Management, acting solely on its own behalf (see Transaction Support Agreement discussed below) and (iv) $2.45 per share in cash, which amount represents the per share cash consideration paid to American Capital pursuant to the sale by American Capital of American Capital Mortgage Management, LLC, a wholly owned subsidiary of American Capital Asset Management, LLC (“ACAM”), a wholly owned portfolio company of American Capital, to American Capital Agency Corp.
Additionally, depending on the effective time of the American Capital Acquisition, each share of American Capital common stock issued and outstanding immediately prior to the effective time of the American Capital Acquisition will be converted into the right to receive, if any, the make-up dividend amount. The make-up dividend amount would equal (A) if the closing occurs after the record date with respect to the our dividend payable with respect to our fourth quarter of 2016, 37.5% of the Exchange Ratio times our dividend for such quarter, plus (B) if the closing occurs after the record date with respect to our dividend payable with respect to the first quarter of 2017, 75% of the Exchange Ratio times our dividend for such quarter, plus (C) if the closing occurs after the record date with respect to our dividend for any subsequent quarter, 100% of the Exchange Ratio times our dividend for such quarter. The Exchange Ratio was fixed on the date of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of our or American Capital’s common stock before the closing of the American Capital Acquisition. Based on the number of shares of American Capital common stock outstanding on the date of the Merger Agreement, the above would result in approximately 110.8 million of our shares being exchanged for approximately 229.3 million fully diluted shares of American Capital common stock, subject to adjustment in certain limited circumstances.
In connection with the American Capital Acquisition, ACAM will merge with and into IHAM, with IHAM remaining as the surviving entity as a wholly owned portfolio company of Ares Capital.
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The Merger Agreement contains (a) customary representations and warranties of American Capital and us, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority and absence of conflicts, third party and governmental consents and approvals, reports and regulatory matters, financial statements, compliance with law and legal proceedings, absence of certain changes, taxes, employee matters, intellectual property, insurance and certain contracts, (b) limited representations and warranties from IHAM and ACAM, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority and absence of conflicts, (c) limited representations and warranties from our investment adviser, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority, absence of conflicts and regulatory matters, (d) covenants of American Capital and us to conduct our respective businesses in the ordinary course until the American Capital Acquisition is completed and (e) covenants of American Capital and ours not to take certain actions during this interim period.
Among other things, American Capital and we have agreed to, and will cause our respective affiliates, consolidated subsidiaries, and each of their respective officers, directors, managers, employees and other advisors, representatives and agents to, immediately cease and cause to be terminated all discussions and negotiations with respect to a Competing Proposal (as defined in the Merger Agreement) from a third party and not to directly or indirectly solicit or take any other action (including providing information) with the intent to solicit any inquiry, discussion, proposal or offer with respect to a Competing Proposal.
However, if either American Capital or we receive a Competing Proposal from a third party, and the board of directors of American Capital or we, as applicable, determines in good faith after consultation with our outside legal counsel and independent financial advisers that (i) failure to consider such proposal would reasonably be expected to be inconsistent with the fiduciary duties of the directors under applicable law and (ii) the Competing Proposal constitutes or is reasonably expected to result in a Superior Proposal (as defined in the Merger Agreement), then the party receiving such proposal may engage in discussions and negotiations with such third party so long as certain notice and other procedural requirements are satisfied. American Capital or we may terminate the Merger Agreement and enter into an agreement with a third party who makes a Superior Proposal, subject to certain procedural requirements and the payment of a $140 million termination fee.
The representations and warranties of each party set forth in the Merger Agreement (a) have been qualified by confidential disclosures made to the other party in connection with the Merger Agreement, (b) will not survive completion of the American Capital Acquisition and cannot be the basis for any claims under the Merger Agreement by the other party after the American Capital Acquisition is completed, (c) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) may have been included in the Merger Agreement for the purpose of allocating risk between American Capital and we rather than establishing matters as facts.
While there can be no assurances as to the exact timing, or that the American Capital Acquisition will be completed at all, we expect to complete the American Capital Acquisition as early as the first week of January 2017. The completion of the American Capital Acquisition is subject to certain conditions, including, among others, American Capital stockholder approval, our stockholder approval, required regulatory approvals (including from certain regulatory authorities), receipt of certain third party consents, including third party consents from certain investment funds managed by ACAM and its subsidiaries representing at least 75% of the aggregate assets under management of all such funds as of March 31, 2016, and other customary closing conditions.
The Merger Agreement also contains certain termination rights for us and American Capital and provides that, in connection with the termination of the Merger Agreement under specified circumstances (including as more specifically described above), American Capital or we may be required to pay the other party a termination fee of $140 million.
Additionally, on May 23, 2016, we entered into an agreement with our investment adviser (the “Transaction Support Agreement”) in connection with the American Capital Acquisition. Under the terms of the Transaction Support Agreement, our investment adviser will (i) provide approximately $275 million of cash consideration, or $1.20 per share of American Capital Common Stock, payable to American Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing and (ii) waive, for each of the first ten calendar quarters beginning with the first full calendar quarter after the closing of the American Capital Acquisition, the lesser of (x) $10 million of income based fees and (y) the amount of income based fees for such quarter, in each case, to the extent earned and payable by us in such quarter pursuant to and as calculated under our investment advisory and management agreement. The financial support contemplated by the Transaction Support Agreement is conditioned upon completion of the American Capital Acquisition, which is subject to the closing conditions described above.
Also in connection with the American Capital Acquisition, our consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”) received commitments from certain lenders to provide $460.0 million in new commitments under Ares Capital CP’s revolving funding facility (as amended, the “Revolving Funding Facility”), which would bring the total commitments of the Revolving Funding Facility to $1.0 billion. The new commitments are conditioned upon completion of the American Capital Acquisition, which is subject to certain closing conditions described above, and also are subject to final documentation of the amendment to the Revolving Funding Facility.
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In May 2016, in connection with the American Capital Acquisition, we suspended our stock repurchase program pending the completion of the American Capital Acquisition.
PORTFOLIO AND INVESTMENT ACTIVITY
Our investment activity for the three months ended September 30, 2016 and 2015 is presented below (information presented herein is at amortized cost unless otherwise indicated).
New investment commitments(1):
New portfolio companies
1,029.5
1,312.6
Existing portfolio companies(2)
499.6
211.3
Total new investment commitments(3)
1,529.1
1,523.9
Less:
Investment commitments exited(4)
1,499.2
1,340.5
Net investment commitments
29.9
183.4
Principal amount of investments funded:
778.6
1,090.2
346.2
322.2
Subordinated certificates of the SDLP(5)
Subordinated certificates of the SSLP(6)
10.7
20.0
51.3
30.8
1.7
13.9
10.4
1,384.8
1,486.5
Principal amount of investments sold or repaid:
1,113.4
1,152.6
279.0
40.2
99.4
55.3
14.8
1.1
4.2
0.4
1,453.0
1,307.4
Number of new investment commitments(7)
Average new investment commitment amount
54.6
66.3
Weighted average term for new investment commitments (in months)(8)
Percentage of new investment commitments at floating rates
Percentage of new investment commitments at fixed rates
Weighted average yield of debt and other income producing securities(9):
Funded during the period at amortized cost
9.8
7.8
Funded during the period at fair value(10)
9.7
Exited or repaid during the period at amortized cost
8.2
8.0
Exited or repaid during the period at fair value(10)
(1) New investment commitments include new agreements to fund revolving credit facilities or delayed draw loans. See “Off Balance Sheet Arrangements” as well as Note 7 to our consolidated financial statements for the three and nine months ended September 30, 2016, for more information on our commitments to fund revolving credit facilities or delayed draw loans.
(2) Includes investment commitments to an unconsolidated Delaware limited liability company, the Senior Direct Lending Program LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”) to make co-investments with Varagon Capital Partners (“Varagon”) and its clients in first lien senior secured loans of middle market companies of $226.8 million for the three months ended September 30, 2016. Also, includes investment commitments to an unconsolidated Delaware limited liability company, the Senior Secured Loan Fund LLC (d/b/a the “Senior Secured Loan Program” or the “SSLP”) to make co-investments with GE Global Sponsor Finance LLC and General Electric Capital Corporation (“GECC”) (together, “GE”) in first lien senior secured loans of middle market companies of $7.3 million for the three months ended September 30, 2015.
(3) Includes both funded and unfunded commitments. Of these new investment commitments, we funded $1,314.1 million and $1,420.1 million for the three months ended September 30, 2016 and 2015, respectively.
(4) Includes both funded and unfunded commitments. For the three months ended September 30, 2016 and 2015, investment commitments exited included exits of unfunded commitments of $84.5 million and $51.6 million, respectively.
(5) See “Senior Direct Lending Program” below and Note 4 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more information on the SDLP.
(6) See “Senior Secured Loan Program” below and Note 4 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more information on the SSLP.
(7) Number of new investment commitments represents each commitment to a particular portfolio company or a commitment to multiple companies as part of an individual transaction (e.g., the purchase of a portfolio of investments).
(8) Includes the subordinated certificates of the SDLP which mature in December 2036.
(9) “Weighted average yield of debt and other income producing securities” is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities, divided by (b) the total accruing debt and other income producing securities at amortized cost or at fair value as applicable.
(10) Represents fair value for investments in the portfolio as of the most recent prior quarter end, if applicable.
As of September 30, 2016 and December 31, 2015, our investments consisted of the following:
2,249.3
2,197.9
2,735.2
2,638.8
2,911.2
2,840.4
2,944.6
2,861.3
Subordinated certificates of the SDLP(1)
Subordinated certificates of the SSLP(2)
1,938.5
1,899.8
1,935.4
1,884.9
701.7
721.1
663.0
654.1
492.6
342.7
435.1
375.8
439.4
607.5
434.4
640.5
0.1
8,928.0
8,804.7
9,147.7
9,055.5
(1) The proceeds from these certificates were applied to co-investments with Varagon and its clients to fund first lien senior secured loans to 10 different borrowers as of September 30, 2016.
(2) The proceeds from these certificates were applied to co-investments with GE to fund first lien senior secured loans to 25 and 41 different borrowers as of September 30, 2016 and December 31, 2015, respectively.
The weighted average yields at amortized cost and fair value of the following portions of our portfolio as of September 30, 2016 and December 31, 2015 were as follows:
Debt and other income producing securities(1)
10.1
10.3
Total portfolio(2)
8.7
8.8
9.1
First lien senior secured loans(2)
8.6
Second lien senior secured loans(2)
9.9
9.4
Subordinated certificates of the SDLP(2)(3)
13.5
Subordinated certificates of the SSLP(2)(4)
12.0
12.3
Senior subordinated debt(2)
11.6
11.7
Income producing equity securities(2)
13.8
(1) “Weighted average yield of debt and other income producing securities” is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities, divided by (b) the total accruing debt and other income producing securities at amortized cost or at fair value as applicable.
(2) “Weighted average yields” are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value as applicable.
(3) The proceeds from these certificates were applied to co-investments with Varagon and its clients to fund first lien senior secured loans.
(4) The proceeds from these certificates were applied to co-investments with GE to fund first lien senior secured loans.
Ares Capital Management, our investment adviser, employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our investment adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. Under this system, investments with a grade of 4 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit. Investments graded 3 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 3. Investments graded 2 indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due. An investment grade of 1 indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 1, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 1, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. For investments graded 1 or 2, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company. The grade of a portfolio investment may be reduced or increased over time.
Set forth below is the grade distribution of our portfolio companies as of September 30, 2016 and December 31, 2015:
Number of Companies
Grade 1
182.1
28.6
0.3
3.7
Grade 2
320.1
3.6
445.6
4.9
Grade 3
7,437.1
84.4
80.0
7,824.5
86.4
174
79.8
Grade 4
865.4
756.8
8.4
As of September 30, 2016 and December 31, 2015, the weighted average grade of the investments in our portfolio at fair value was 3.0 and 3.0, respectively.
As of September 30, 2016, loans on non-accrual status represented 2.3% and 1.2% of the total investments at amortized cost and at fair value, respectively. As of December 31, 2015, loans on non-accrual status represented 2.6% and 1.7% of the total investments at amortized cost and at fair value, respectively.
We established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, to U.S. middle-market companies. Varagon was formed in 2013 as a lending platform by American International Group, Inc. (NYSE:AIG) and other partners. The joint venture is called the SDLP. In July 2016, the Company and Varagon and its clients completed the initial funding of the SDLP. In conjunction with the initial funding, we and Varagon and its clients sold investment commitments to the SDLP. Such investment commitments included $528.9 million of investment commitments sold to the SDLP by us. No realized gains or losses were recorded by us on these transactions. The SDLP may generally commit and hold individual loans of up to $300.0 million. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of ours and Varagon (with approval from a representative of each required).
We provide capital to the SDLP in the form of subordinated certificates (the “SDLP Certificates”), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. As of September 30, 2016, we and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.
As of September 30, 2016, we and Varagon and its clients agreed to make capital available to the SDLP of $2.9 billion in the aggregate, of which $590.6 million has been made available from us. This capital will only be committed to the SDLP upon approval of transactions by the investment committee of the SDLP as discussed above. Below is a summary of the funded capital and unfunded capital commitments of the SDLP.
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The amortized cost and fair value of our SDLP Certificates held by us were $195.3 million and $195.3 million, respectively, as of September 30, 2016. Our yield on our investment in the SDLP at amortized cost and fair value was 13.5% and 13.5%, respectively, as of September 30, 2016. For the three and nine months ended September 30, 2016, we earned interest income of $4.8 million from our investment in the SDLP Certificates for each period. We are also entitled to certain fees in connection with the SDLP. For the three and nine months ended September 30, 2016, in connection with the SDLP, we earned capital structuring service and other fees totaling $0.8 million for each period.
As of September 30, 2016, the portfolio was comprised of all first lien senior secured loans to U.S. middle-market companies and were in industries similar to the companies in our portfolio. As of September 30, 2016, none of the loans were on non-accrual status. Below is a summary of the SDLP’s portfolio as of September 30, 2016:
Weighted average yield on first lien senior secured loans(2)
Commitments to fund delayed draw loans (3)
(2) Computed as (a) the annual stated interest rate on accruing first lien senior secured loans, divided by (b) total first lien senior secured loans at principal amount.
(3) As discussed above, these commitments have been approved by the investment committee of the SDLP.
We and GE have co-invested in first lien senior secured loans of middle market companies through the SSLP. The SSLP has been capitalized as transactions are completed. All portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of ours and GE (with approval from a representative of each required). We have provided capital to the SSLP in the form of subordinated certificates (the “SSLP Certificates”). As of September 30, 2016 and December 31, 2015, we and GE owned 87.5% and 12.5%, respectively, of the outstanding SSLP Certificates.
In August 2015, GE completed the sale of its U.S. Sponsor Finance business, through which GE had participated with us in the SSLP, to Canada Pension Plan Investment Board (“CPPIB”). This sale excluded GE’s interest in the SSLP, and we and GE continue to operate the SSLP. We and GE no longer have an obligation to present senior secured lending investment opportunities to the SSLP and since June 30, 2015, the SSLP has not made any investments related to new portfolio companies; however, we and GE may provide capital to support the SSLP’s funding of existing commitments (see below) and other amounts to its portfolio companies. On August 24, 2015, we were advised that GECC, as the holder of the senior notes of the SSLP (the “Senior Notes”), directed State Street Bank and Trust Company, as trustee of the Senior Notes and the SSLP Certificates, pursuant to the terms of the indenture governing the Senior Notes and the SSLP Certificates, to apply all principal proceeds received by the SSLP from its investments to the repayment of the outstanding principal amount of the Senior Notes until paid in full (prior to the distribution of any such principal proceeds to the holders of the SSLP Certificates, which includes us). GECC had previously elected to waive its right to receive priority repayments on the Senior Notes from principal proceeds in most circumstances. Prior to closing the sale to CPPIB, GE had announced its intention to provide us and CPPIB the opportunity to work together on the SSLP on a go-forward basis. GECC has also stated that if a mutual agreement between us and CPPIB to partner on the SSLP is not reached, it intends to retain its interest in the SSLP and the SSLP would be wound down in an orderly manner. We have been in dialogue with GE and CPPIB to determine if there is an opportunity to work together; however, to date there has been no agreement in respect of the SSLP as a result of these discussions and there can be no assurance that such discussions will continue or any such agreement will be reached.
103
As discussed above, we anticipate that no new investments will be made by the SSLP and that we and GE will only provide additional capital to support the SSLP’s funding of existing commitments and possibly other amounts to its portfolio companies. Below is a summary of the funded capital and unfunded capital commitments of the SSLP.
The SSLP Certificates have a weighted average contractual coupon of LIBOR plus approximately 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses. However, the SSLP Certificates are junior in right of payment to the Senior Notes held by GE, and we expect that for so long as principal proceeds from SSLP repayments are directed entirely to repay the Senior Notes as discussed above, the yield on the SSLP Certificates will be lower than the stated coupon and continue to decline.
The amortized cost and fair value of our SSLP Certificates were $1.9 billion and $1.9 billion, respectively, as of September 30, 2016, and $2.0 billion and $2.0 billion, respectively, as of December 31, 2015. Our yield on our investment in the SSLP at amortized cost and fair value was 8.5% and 8.7%, respectively, as of September 30, 2016, and 12.0% and 12.3%, respectively, as of December 31, 2015. For the three and nine months ended September 30, 2016, we earned interest income of $49.5 million and $165.9 million, respectively, from our investment in the SSLP Certificates. For the three and nine months ended September 30, 2015, we earned interest income of $71.4 million and $209.6 million, respectively, from our investment in the SSLP Certificates.
We are also entitled to certain fees in connection with the SSLP. For the three and nine months ended September 30, 2016, in connection with the SSLP, we earned capital structuring service, sourcing and other fees totaling $4.6 million and $16.0 million, respectively. For the three and nine months ended September 30, 2015, in connection with the SSLP, we earned capital structuring service, sourcing and other fees totaling $8.6 million and $41.8 million, respectively.
As of September 30, 2016 and December 31, 2015, the SSLP’s portfolio was comprised of all first lien senior secured loans to U.S. middle-market companies and were in industries similar to the companies in our portfolio. As of September 30, 2016 and December 31, 2015, none of these loans were on non-accrual status. Below is a summary of the SSLP’s portfolio.
6.9
6.7
Commitments to fund delay draw loans(3)
(3) As discussed above, these commitments have been approved by the investment committee of the SSLP.
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SSLP Loan Portfolio as of September 30, 2016
(dollar amounts in millions) Portfolio Company
Stated Interest Rate(1)
Principal Amount
AMZ Holding Corp.
Specialty chemicals manufacturer
12/2018
6.8
221.2
Athletico Management, LLC and Accelerated Holdings, LLC
Provider of outpatient rehabilitation services
12/2020
Breg, Inc.
Designer, manufacturer, and distributor of non-surgical orthopedic products for preventative, post-operative and rehabilitative use
10/2020
6.5
147.7
Brewer Holdings Corp. and Zywave, Inc.
Provider of software and technology-enabled content and analytical solutions to insurance brokers
3/2021
249.5
Connoisseur Media, LLC
Owner and operator of radio stations
6/2019
95.7
DFS Holding Company, Inc.
Distributor of maintenance, repair, and operations parts, supplies, and equipment to the foodservice industry
2/2022
191.1
Drayer Physical Therapy Institute, LLC
Outpatient physical therapy provider
7/2018
8.3
132.2
ECI Purchaser Company, LLC
Manufacturer of equipment to safely control pressurized gases
6.2
207.2
Excelligence Learning Corporation
Developer, manufacturer and retailer of educational products
174.6
Gehl Foods, LLC(4)
7.5
155.7
Implus Footcare, LLC
Provider of footwear and other accessories
4/2021
7.0
260.7
Intermedix Corporation(3)
12/2019
5.8
255.9
Mavis Tire Supply LLC
Auto parts retailer
240.5
MCH Holdings, Inc.(4)
1/2020
168.5
Oak Parent, Inc.(2)
4/2018
267.6
Palermo Finance Corporation
Provider of mission-critical integrated public safety software and services to local, state, and federal agencies
11/2020
185.0
Penn Detroit Diesel Allison, LLC
Distributor of new equipment and aftermarket parts to the heavy-duty truck industry
10/2019
60.7
Pretium Packaging, L.L.C(4)
6/2020
215.5
Restaurant Technologies, Inc.
Provider of bulk cooking oil management services to the restaurant and fast food service industries
10/2021
227.1
Sanders Industries Holdings, Inc.(4)
5/2020
75.9
Singer Sewing Company
Manufacturer of consumer sewing machines
6/2017
STATS Acquisition, LLC
Sports technology, data and content company
102.4
U.S. Anesthesia Partners, Inc.(3)
259.5
WCI-Quantum Holdings, Inc.(4)
5.9
80.7
Woodstream Group, Inc.
Pet products manufacturer
5/2022
279.5
(1) Represents the weighted average annual stated interest rate as of September 30, 2016. All interest rates are payable in cash except for 0.5% and 2.0% of the interest rates for Singer Sewing Company and STATS Acquisition, LLC, respectively, which are payment-in-kind interest.
(2) We also hold a portion of this company’s first lien senior secured loan.
(3) We also hold a portion of this company’s second lien senior secured loan.
(4) We hold an equity investment in this company.
105
SSLP Loan Portfolio as of December 31, 2015
Fair Value(2)
9/2019
8.1
204.5
225.3
220.8
307.0
148.9
142.9
257.3
Cambridge International, Inc.
Manufacturer of custom designed and engineered metal products
79.5
11/2019
342.4
CIBT Holdings, Inc.(3)(5)
209.0
117.9
114.4
CWD, LLC
Supplier of automotive aftermarket brake parts
6/2016
121.3
192.5
190.6
133.2
131.9
DTI Holdco, Inc.(3)(5)
8/2020
297.2
288.3
227.4
220.6
179.1
177.3
Gehl Foods, LLC(5)
159.2
157.6
83.9
82.3
III US Holdings, LLC
Provider of library automation software and systems
6/2018
204.0
262.7
257.4
Intermedix Corporation(4)
261.0
258.4
ISS Compressors Industries, Inc.
Provider of repairs, refurbishments and services to the broader industrial end user markets
172.8
Laborie Medical Technologies Corp(5)
198.9
196.9
242.4
MCH Holdings, Inc.(5)
173.8
MWI Holdings, Inc.(3)
3/2019
254.9
Oak Parent, Inc.(3)
285.0
188.1
70.9
Pretium Packaging, L.L.C(5)
217.1
212.7
228.9
226.6
Sanders Industries Holdings, Inc.(5)
77.5
106
190.0
184.3
Square Brands International, LLC
Franchisor and operator of specialty battery and light bulb retail stores
6/2021
199.5
197.5
102.7
97.6
Strategic Partners, Inc.(5)
8/2018
286.4
TA THI Buyer, Inc. and TA THI Parent, Inc.(5)
7/2020
343.4
The Linen Group
Provider of outsourced commercial linen and laundry services
8/2019
96.2
95.2
Provider of contracted hospitality services and parking systems
166.1
U.S. Anesthesia Partners, Inc.(4)
261.4
WCI-Quantum Holdings, Inc.(5)
84.1
83.3
281.6
276.0
8,060.3
(1) Represents the weighted average annual stated interest rate as of December 31, 2015. All interest rates are payable in cash.
(2) Represents the fair value in accordance with Accounting Standards Codification (“ASC”) 820-10. The determination of such fair value is not included in our board of directors valuation process described elsewhere herein.
(3) We also hold a portion of this company’s first lien senior secured loan.
(4) We also hold a portion of this company’s second lien senior secured loan.
(5) We hold an equity investment in this company.
Selected financial information for the SSLP as of September 30, 2016 and December 31, 2015 and for the nine months ended September 30, 2016 and 2015, was as follows:
Selected Balance Sheet Information:
Investments in loans receivable, net
4,705.6
8,090.0
Cash and other assets
946.6
437.4
5,652.2
8,527.4
Senior notes
3,392.7
6,248.4
Other liabilities
50.3
72.8
3,443.0
6,321.2
Subordinated certificates and members’ capital
2,209.2
2,206.2
Total liabilities and members’ capital
Selected Statement of Operations Information:
Total interest and other income
383.3
514.0
Interest expense
125.3
172.5
Management and sourcing fees
54.8
Other expenses
17.6
42.1
183.1
269.4
Net income
200.2
244.6
RESULTS OF OPERATIONS
For the three and nine months ended September 30, 2016 and 2015
Operating results for the three and nine months ended September 30, 2016 and 2015 were as follows:
258.6
752.0
763.7
117.4
129.6
383.5
396.0
Net investment income before income taxes
141.2
131.4
368.5
367.7
0.9
12.8
Net investment income
137.6
130.5
355.7
360.7
20.6
47.7
78.5
103.7
(48.0
(61.4
(35.0
(96.6
(3.8
110.2
116.8
399.2
364.0
Net income can vary substantially from period to period due to various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net increase in stockholders’ equity resulting from operations may not be meaningful.
Investment Income
199.8
207.9
611.0
607.9
35.0
29.8
62.9
73.0
16.2
14.1
53.5
3.9
18.4
3.0
11.1
10.9
The decrease in interest income from investments for the three months ended September 30, 2016 from the comparable period in 2015 was primarily due to a decrease in the weighted average yield of our portfolio, partially offset by an increase in the size of our portfolio. The weighted average yield of our portfolio decreased from 9.7% for the three months ended September 30, 2015 to 8.8% for the comparable period in 2016, primarily driven by the decrease in the yield of the SSLP Certificates. The size of our portfolio increased from an average of $8.5 billion at amortized cost for the three months ended September 30, 2015 to an average of $9.0 billion at amortized cost for the comparable period in 2016. The increase in capital structuring service fees for the three months ended September 30, 2016 from the comparable period in 2015 was due to the increase in the weighted average capital structuring fees received on new investment commitments. Dividend income for the three months ended September 30, 2016 and 2015 included dividends received from IHAM totaling $10.0 million for each period. Also during the three months ended September 30, 2016, we received $3.7 million in other non-recurring dividends from non-income producing equity securities compared to $1.0 million for the comparable period in 2015. The decrease in management and other fees for the three months ended September 30, 2016 from the comparable period in 2015 was due to lower sourcing fees from the SSLP resulting from a decrease in the size of the SSLP portfolio.
The increase in interest income from investments for the nine months ended September 30, 2016 from the comparable period in 2015 was primarily due to an increase in the size of our portfolio, partially offset by a decrease in the weighted average yield of our portfolio. The size of our portfolio increased from an average of $8.5 billion at amortized cost for the nine months ended September 30, 2015 to an average of $9.1 billion at amortized cost for the comparable period in 2016. The weighted average yield of our portfolio decreased from 9.5% for the nine months ended September 30, 2015 to 9.0% for the comparable period in 2016, primarily driven by the decrease in the yield of the SSLP Certificates. The decrease in capital structuring service fees for the nine months ended September 30, 2016 from the comparable period in 2015 was due to the decrease in new investment commitments, which decreased from $2.8 billion for the nine months ended September 30, 2015 to $2.5 billion for the comparable period in 2016, partially offset by the increase in the weighted average capital structuring service fees received on new investment commitments, which increased from 2.6% for the nine months ended September 30, 2015 to 3.1% for the comparable period in 2016. Dividend income for the nine months ended September 30, 2016 and 2015 included dividends received from IHAM totaling $30.0 million and $40.0 million, respectively. The dividends received from IHAM for the nine months ended September 30, 2015 included additional dividends of $10.0 million that were paid in addition to the quarterly dividends generally paid by IHAM. IHAM paid the additional dividends out of accumulated earnings that had previously been retained by IHAM. Also during the nine months ended September 30, 2016, we received $9.8 million in other non-recurring dividends from non-income producing equity securities compared to $4.3 million for the comparable period in 2015. The decrease in management and other fees for the nine months ended September 30, 2016 from the comparable period in 2015 was due to lower sourcing fees from the SSLP resulting from a decrease in the size of the SSLP portfolio.
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Operating Expenses
43.3
56.6
138.9
171.6
33.9
33.3
103.1
100.2
33.1
31.8
91.1
90.2
Capital gains incentive fees
(5.5
(2.6
0.8
3.4
10.5
20.8
22.7
Total operating expenses
Interest and credit facility fees for the three and nine months ended September 30, 2016 and 2015, were comprised of the following:
37.6
46.1
119.1
138.5
1.3
2.4
4.0
4.1
Total interest and credit facility fees
Stated interest expense for the three months ended September 30, 2016 decreased from the comparable period in 2015 primarily due to the decrease in our weighted average stated interest rate of our debt outstanding. The weighted average stated interest rate on our outstanding debt was 4.1% for the three months ended September 30, 2016 as compared to 5.0% for the comparable period in 2015 primarily as a result of the repayment at maturity of our $575.0 million aggregate principal amount of 5.75% unsecured convertible notes (the “February 2016 Convertible Notes”) and the $230.0 million aggregate principal amount of 5.125% unsecured convertible notes (the “June 2016 Convertible Notes”), as well as the early repayment of the $200.0 million aggregate principal amount of 7.75% unsecured notes (the “2040 Notes”) and increased utilization of our lower cost revolving facilities, including utilization to repay these term notes. For the three months ended September 30, 2016, our average principal debt outstanding remained steady at $3.7 billion as compared to the comparable period in 2015. Facility fees for the three months ended September 30, 2016 decreased from the comparable period in 2015 primarily due to the increased utilization of our revolving facilities resulting in lower unused commitment fees. Net accretion of discount on notes payable for the three months ended September 30, 2016 decreased from the comparable period in 2015 primarily due to the maturity of the February 2016 Convertible Notes and the June 2016 Convertible Notes as well as the repayment of the 2040 Notes.
Stated interest expense for the nine months ended September 30, 2016 decreased from the comparable period in 2015 primarily due to the decrease in our weighted average stated interest rate of our debt outstanding, partially offset by an increase in the average principal amount of debt outstanding. The weighted average stated interest rate on our outstanding debt was 4.1% for the nine months ended September 30, 2016 as compared to 5.1% for the comparable period in 2015 primarily as a result of the repayment upon maturity of the higher cost February 2016 Convertible Notes and June 2016 Convertible Notes as well as the repayment of the 2040 Notes and increased utilization of our lower cost revolving facilities, as discussed above. For the nine months ended September 30, 2016, our average principal debt outstanding increased to $3.9 billion as compared to $3.6 billion for the comparable period in 2015. Facility fees for the nine months ended September 30, 2016 decreased from the comparable period in 2015 primarily due to the increased utilization of our revolving facilities resulting in lower unused commitment fees. Amortization of debt issuance costs and net accretion of discount on notes payable for the nine months ended September 30, 2016 decreased from the comparable period in 2015 primarily due to the maturity of the February 2016 Convertible Notes and the June 2016 Convertible Notes as well as the repayment of the 2040 Notes.
The increase in base management fees for the three and nine months ended September 30, 2016 from the comparable period in 2015 was primarily due to the increase in the size of the portfolio. The increase in income based fees for the three and nine months ended September 30, 2016 from the comparable period in 2015 was primarily due to the increase in net investment income excluding income based fees and capital gains incentive fees.
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For the three months ended September 30, 2016, the reduction in capital gains incentive fees calculated in accordance with GAAP was $5.5 million. For the nine months ended September 30, 2016, the capital gains incentive fees expense calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) was $8.7 million. For the three months ended September 30, 2015, the reduction in capital gains incentive fees calculated in accordance with GAAP was $2.6 million. For the nine months ended September 30, 2015, the capital gains incentive fees calculated in accordance with GAAP was $0.8 million. The reduction in capital gains incentive fee expense accrual for the three months ended September 30, 2016 increased from the comparable period in 2015 primarily due to net losses on investments, foreign currency and other transactions during the three months ended September 30, 2016 of $27.5 million compared to net losses of $13.6 million during the three months ended September 30, 2015. Capital gains incentive fee expense accrual for the nine months ended September 30, 2016 increased from the comparable period in 2015 primarily due to net gains on investments, foreign currency and other transactions and the extinguishment of debt during the nine months ended September 30, 2016 of $43.5 million compared to net gains of $3.3 million during the nine months ended September 30, 2015. The capital gains incentive fee accrued under GAAP includes an accrual related to unrealized capital appreciation, whereas the capital gains incentive fee actually payable under our investment advisory and management agreement does not. There can be no assurance that such unrealized capital appreciation will be realized in the future. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. As of September 30, 2016, the total capital gains incentive fee accrual calculated in accordance with GAAP was $51.0 million. As of September 30, 2016, there was no capital gains incentive fee actually payable under our investment advisory and management agreement. See Note 3 to our consolidated financial statements for the three and nine months ended September 30, 2016, for more information on the base management fees, income based fees and capital gains incentive fees.
Administrative fees represent fees paid to Ares Operations for our allocable portion of overhead and other expenses incurred by Ares Operations in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers and their respective staffs. Other general and administrative expenses include professional fees, rent, insurance, depreciation and director’s fees, among other costs.
For the three and nine months ended September 30, 2016, the Company incurred $2.6 million and $10.7 million, respectively, in professional fees and other costs related to the American Capital Acquisition that were not incurred in the comparable periods in 2015.
Income Tax Expense, Including Excise Tax
We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must generally (among other requirements) timely distribute to our stockholders at least 90% of our investment company taxable income, as defined by the Code, for each year. In order to maintain our RIC status, we have made and intend to continue to make the requisite distributions to our stockholders which will generally relieve us from U.S. federal corporate-level income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. If we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax on estimated excess taxable income as such taxable income is earned. For the three months ended September 30, 2016, we recorded a net expense of $2.5 million for U.S. federal excise tax. For the nine months ended September 30, 2016, we recorded a net expense of $8.5 million for U.S. federal excise tax, which includes a reduction in expense in the third quarter related to the recording of a requested refund resulting from the overpayment of 2015 excise tax of $1.3 million. For the three months ended September 30, 2015, we recorded a net expense of $1.5 million for U.S. federal excise tax. For the nine months ended September 30, 2015, we recorded a net expense of $5.5 million for U.S. federal excise tax, which includes a reduction in expense in the third quarter related to the recording of a requested refund resulting from the overpayment of 2014 excise tax of $1.5 million.
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three and nine months ended September 30, 2016, we recorded a tax expense of approximately $1.1 million and $4.3 million, respectively, for these subsidiaries. For the three and nine months ended September 30, 2015, we recorded a tax (benefit) expense of approximately $(0.6) million and $1.5 million, respectively, for these subsidiaries.
111
Net Realized Gains/Losses
During the three months ended September 30, 2016, we had $1,465.1 million of sales, repayments or exits of investments resulting in $20.9 million of net realized gains on investments. These sales, repayments or exits included $197.2 million of investments sold to IHAM and certain vehicles managed by IHAM and $473.7 million of investments sold to the SDLP in conjunction with the initial funding of the SDLP. A net realized gain of $0.3 million was recorded on these transactions with IHAM and there was no realized gains or losses recorded on these transactions with the SDLP. See Note 4 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more detail on IHAM and its managed vehicles. During the three months ended September 30, 2016, net realized gains on investments of $20.9 million were comprised of $29.9 million of gross realized gains and $9.0 million of gross realized losses.
The net realized gains on investments during the three months ended September 30, 2016 consisted of the following:
(in millions) Portfolio Company
Net Realized Gains (Losses)
2.6
LM Acquisition Holdings, LLC
Q9 Holdings Inc.
(9.0
Other, net
20.9
During the three months ended September 30, 2016, we also recognized net realized losses on foreign currency transactions of $0.3 million.
During the three months ended September 30, 2015, we had $1,343.4 million of sales, repayments or exits of investments resulting in $45.3 million of net realized gains on investments. These sales, repayments or exits included $143.4 million of investments sold to IHAM and certain vehicles managed by IHAM. A net realized gain of $0.2 million was recorded on these transactions. During the three months ended September 30, 2015, net realized gains on investments of $45.3 million were comprised of $45.4 million of gross realized gains and $0.1 million of gross realized losses.
The net realized gains on investments during the three months ended September 30, 2015 consisted of the following:
Cast & Crew Payroll, LLC
25.9
Global Healthcare Exchange, LLC
Hojeij Branded Foods, Inc.
45.3
During the three months ended September 30, 2015, we also recognized net realized loss on foreign currency transactions of $2.5 million.
During the nine months ended September 30, 2016, we had $2,721.3 million of sales, repayments or exits of investments resulting in $79.6 million of net realized gains on investments. These sales, repayments or exits included $299.0 million of investments sold to IHAM and certain vehicles managed by IHAM and $473.7 million of investments sold to the SDLP in conjunction with the initial funding of the SDLP. A net realized gain of $0.7 million was recorded on these transactions with IHAM and there was no realized gains or losses recorded on these transactions with the SDLP. During the nine months ended September 30, 2016, net realized gains on investments of $79.6 million were comprised of $89.7 million of gross realized gains and $10.1 million of gross realized losses.
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The net realized gains on investments during the nine months ended September 30, 2016 consisted of the following:
15.7
Netsmart Technologies, Inc.
5.0
WorldPay Group PLC
MedAssets, Inc.
14.7
Total, net
79.6
During the nine months ended September 30, 2016, we also recognized net realized losses on foreign currency transactions of $1.1 million.
During the nine months ended September 30, 2015, we had $3.2 billion of sales, repayments or exits of investments resulting in $97.4 million of net realized gains on investments. These sales, repayments or exits included $414.2 million of investments sold to IHAM and certain vehicles managed by IHAM. A net realized gain of $0.4 million was recorded on these transactions. During the nine months ended September 30, 2015, net realized gains on investments of $97.4 million were comprised of $100.8 million of gross realized gains and $3.4 million of gross realized losses.
The net realized gains on investments during the nine months ended September 30, 2015 consisted of the following:
Tripwire, Inc.
TAP Holdings, LLC
11.2
Protective Industries, Inc. dba Caplugs
Driven Brands, Inc.
Woodstream Corporation
3.2
97.4
During the nine months ended September 30, 2015, we also recognized net realized gains on foreign currency transactions of $6.3 million. In addition, during the nine months ended September 30, 2015, we redeemed the entire outstanding $143.8 million principal amount of the unsecured notes that were scheduled to mature on February 15, 2022. The total redemption price (including accrued and unpaid interest) was $144.6 million, which resulted in a realized loss on the extinguishment of debt of $3.8 million.
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Net Unrealized Gains/Losses
We value our portfolio investments quarterly and the changes in value are recorded as unrealized gains or losses in our consolidated statement of operations. Net unrealized gains and losses for our portfolio for the three and nine months ended September 30, 2016 and 2015, were comprised of the following:
Unrealized appreciation
60.2
39.5
165.1
80.8
Unrealized depreciation
(105.7
(181.7
(124.0
Net unrealized (appreciation) depreciation reversed related to net realized gains or losses(1)
1.5
(39.2
(14.4
(51.8
Total net unrealized losses
(44.0
(61.1
(31.0
(95.0
(1) The net unrealized (appreciation) depreciation reversed related to net realized gains or losses represents the unrealized appreciation or depreciation recorded on the related asset at the end of the prior period.
The changes in net unrealized appreciation and depreciation during the three months ended September 30, 2016 consisted of the following:
Net Unrealized Appreciation (Depreciation)
23.7
2.2
Absolute Dental Management LLC
(2.1
(2.4
Community Education Centers, Inc.
(2.5
FastMed Holdings I, LLC
(2.8
(6.9
(7.2
ADF Capital, Inc.
(9.5
Instituto de Banca y Comercio, Inc.
(17.1
(34.0
(45.5
During the three months ended September 30, 2016, we also recognized net unrealized gains on foreign currency and other transactions of $4.0 million.
114
The changes in net unrealized appreciation and depreciation during the three months ended September 30, 2015 consisted of the following:
4.5
Fulton Holdings Corp.
Cleveland East Equity, LLC
(2.2
Feradyne Outdoors, LLC
2329497 Ontario Inc.
(2.7
(3.2
(3.6
(6.6
Senior Secured Loan Fund LLC
(9.9
(21.9
During the three months ended September 30, 2015, we also recognized net unrealized gains on foreign currency and other transactions of $0.3 million.
115
The changes in net unrealized appreciation and depreciation during the nine months ended September 30, 2016 consisted of the following:
39.4
24.6
11.8
R3 Education, Inc.
Green Energy Partners
4.8
TA THI Buyer, Inc.
CFW Co-Invest, L.P.
American Seafoods Investors LLC
(4.0
(5.7
(7.3
(7.9
(10.5
(41.1
(44.1
20.1
(16.6
During the nine months ended September 30, 2016, we also recognized net unrealized losses on foreign currency and other transactions of $4.0 million.
The changes in net unrealized appreciation and depreciation during the nine months ended September 30, 2015 consisted of the following:
Wellspring Distribution Corp
PCG-Ares Sidecar Investment II, L.P.
(2.9
(3.3
(6.0
(6.8
(8.6
(8.7
(18.1
(26.6
5.1
(43.2
During the nine months ended September 30, 2015, we also recognized net unrealized losses on foreign currency and other transactions of $1.6 million.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are generated primarily from the net proceeds of public offerings of equity and debt securities, advances from the Revolving Credit Facility, the Revolving Funding Facility and the SMBC Funding Facility (each as defined below and together, the “Facilities”), net proceeds from the issuance of other securities, including unsecured notes and Small Business Administration (“SBA”)-guaranteed debentures (the “SBA Debentures”), as well as cash flows from operations.
As of September 30, 2016, we had $125.1 million in cash and cash equivalents and $3.8 billion in total aggregate principal amount of debt outstanding ($3.7 billion at carrying value). Subject to leverage, borrowing base and other restrictions, we had approximately $1.5 billion available for additional borrowings under the Facilities and the SBA Debentures as of September 30, 2016.
We may from time to time seek to retire or repurchase our common stock through cash purchases, as well as retire, cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. The amounts involved may be material. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including unsecured debt and/or debt securities convertible into common stock. Any such incurrence or
117
issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the Investment Company Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the Investment Company Act, is at least 200% after such borrowing. On June 21, 2016, we received exemptive relief from the SEC allowing us to modify our calculation of asset coverage requirements to exclude the SBA Debentures. This exemptive relief provides us with increased investment flexibility but also increases our risk related to leverage. As of September 30, 2016, our asset coverage was 236% (excluding the SBA Debentures).
Equity Capital Activities
As of September 30, 2016 and December 31, 2015, our total equity market capitalization was $4.9 billion and $4.5 billion, respectively. There were no sales of our equity securities during the nine months ended September 30, 2016 and 2015.
In September 2015, our board of directors approved a stock repurchase program authorizing us to repurchase up to $100 million in the aggregate of our outstanding common stock in the open market at certain thresholds below our net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. Our stock repurchase program expires on February 28, 2017. The program does not require us to repurchase any specific number of shares and we cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. As of September 30, 2016, we had repurchased a total of 514,677 shares of our common stock in the open market under the stock repurchase program since its inception in September 2015, at an average price of $13.92 per share, including commissions paid, leaving approximately $92.8 million available for additional repurchases under the program.
In connection with our stock repurchase program, in March 2016, we entered into a Rule 10b5-1 plan to repurchase shares of our common stock in accordance with certain parameters set forth in such plan. In May 2016, we suspended our stock repurchase program pending the completion of the American Capital Acquisition. See “Pending American Capital Acquisition” above and Note 14 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more information. During the nine months ended September 30, 2016, we repurchased a total of 393,056 shares of our common stock in the open market for $5.5 million under the stock repurchase program. The shares were repurchased at an average price of $13.94 per share, including commissions paid.
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Debt Capital Activities
Our debt obligations consisted of the following as of September 30, 2016 and December 31, 2015:
Total Aggregate Principal Amount Available/ Outstanding(1)
1,265.0
465.0
1,290.0
515.0
540.0
108.0
250.0
400.0
110.0
75.0
25.0
24.5
22.0
21.4
575.0
573.9
230.0
228.0
162.5
161.5
160.0
270.0
266.4
264.4
300.0
295.8
294.5
750.0
744.7
743.0
600.0
595.2
594.2
591.8
182.5
178.3
177.9
229.6
181.8
181.6
5,374.6
3,800.6
3,721
5,604.6
4,196.6
4,113.9
(2) Provides for a feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility (as defined below) to a maximum of $1,897.5 million.
(3) Provides for a feature that allows us and our consolidated subsidiary, Ares Capital CP, under certain circumstances, to increase the size of the Revolving Funding Facility to a maximum of $865.0 million.
(4) See below for more information on the repayment of the February 2016 Convertible Notes and the June 2016 Convertible Notes.
(5) Represents the aggregate principal amount outstanding of the Convertible Unsecured Notes (as defined below), the February 2016 Convertible Notes and the June 2016 Convertible Notes less unamortized debt issuance costs and the unaccreted discount recorded upon the issuances of such notes. As of September 30, 2016, the total unamortized debt issuance costs and the unaccreted discount for the 2017 Convertible Notes, the 2018 Convertible Notes and the 2019 Convertible Notes (each as defined below) were $1.0 million, $3.6 million and $4.2 million, respectively. As of December 31, 2015, the total unamortized debt issuance costs and the unaccreted discount for the February 2016 Convertible Notes, the June 2016 Convertible Notes, the 2017 Convertible Notes, the 2018 Convertible Notes and the 2019 Convertible Notes were $1.1 million, $2.0 million, $2.5 million, $5.6 million and $5.5 million, respectively.
(6) Represents the aggregate principal amount outstanding of the 2018 Notes (as defined below) less unamortized debt issuance costs and plus the net unamortized premium that was recorded upon the issuances of the 2018 Notes. As of September 30, 2016 and December 31, 2015, the total unamortized debt issuance costs less the net unamortized premium were $5.3 million and $7.0 million, respectively.
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(7) Represents the aggregate principal amount outstanding of the 2020 Notes (as defined below) less unamortized debt issuance costs and the net unaccreted discount recorded upon the issuances of the 2020 Notes. As of September 30, 2016 and December 31, 2015, the total unamortized debt issuance costs and the net unaccreted discount were $4.8 million and $5.8 million, respectively.
(8) Represents the aggregate principal amount outstanding of the January 2022 Notes (as defined below) less unamortized debt issuance costs and the net unaccreted discount recorded upon the issuance of the January 2022 Notes. As of September 30, 2016, the total unamortized debt issuance costs and the unaccreted discount was $8.2 million.
(9) Represents the aggregate principal amount outstanding of the October 2022 Notes (as defined below) less unamortized debt issuance costs. As of September 30, 2016 and December 31, 2015, the total unamortized debt issuance costs were $4.2 million and $4.6 million, respectively.
(10) Represents the aggregate principal amount outstanding of the 2047 Notes (as defined below) less the unaccreted purchased discount recorded as part of the acquisition of Allied Capital Corporation in April 2010 (the “Allied Acquisition”). As of September 30, 2016 and December 31, 2015, the total unaccreted purchased discount was $47.8 million and $48.0 million, respectively.
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount, of all our debt outstanding as of September 30, 2016 were 4.2% and 5.1 years, respectively, and as of December 31, 2015 were 4.4% and 4.5 years, respectively.
The ratio of total principal amount of debt outstanding to stockholders’ equity as of September 30, 2016 was 0.73:1.00 compared to 0.81:1.00 as of December 31, 2015.
We are party to a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), which allows us to borrow up to $1,265.0 million at any one time outstanding. For $1,195.0 million of the Revolving Credit Facility, the end of the revolving period and the stated maturity date are May 4, 2020 and May 4, 2021, respectively. For the remaining $70 million of the Revolving Credit Facility, the end of the revolving period and the stated maturity date are May 4, 2019 and May 4, 2020, respectively. The Revolving Credit Facility also provides for a feature that allowed us, under certain circumstances, to increase the size of the Revolving Credit Facility to a maximum of $1,897.5 million. The interest rate charged on the Revolving Credit Facility is based on an applicable spread of either 1.75% or 2.00% over LIBOR or 0.75% or 1.00% over an “alternate base rate” (as defined in the agreements governing the Revolving Credit Facility), in each case, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of September 30, 2016, the interest rate in effect was LIBOR plus 1.75%. We are also required to pay a letter of credit fee of either 2.00% or 2.25% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. Additionally, we are required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. As of September 30, 2016, there was $465.0 million outstanding under the Revolving Credit Facility and we were in compliance in all material respects with the terms of the Revolving Credit Facility.
Ares Capital CP is party to the Revolving Funding Facility, which allows Ares Capital CP to borrow up to $540.0 million at any one time outstanding. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, Ares Capital CP. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility is May 14, 2017 and May 14, 2019, respectively. The Revolving Funding Facility also provides for a feature that allows, under certain circumstances, for an increase in the size of the Revolving Funding Facility to a maximum of $865.0 million. See “Pending American Capital Acquisition” and Note 14 to our consolidated financial statements for the three and nine months ended September 30, 2016 for information regarding a potential amendment to the Revolving Funding Facility in connection with the American Capital Acquisition. The interest rate charged on the Revolving Funding Facility is based on an applicable spread ranging from 2.25% to 2.50% over LIBOR or ranging from 1.25% to 1.50% over a “base rate” (as defined in the agreements governing the Revolving Funding Facility) in each case, determined monthly based on the composition of the borrowing base relative to outstanding borrowings under the Revolving Funding Facility. As of September 30, 2016, the interest rate in effect was LIBOR plus 2.25%. Additionally, Ares Capital CP is required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility. As of September 30, 2016, there was $108.0 million outstanding under the Revolving Funding Facility and we and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility.
Our consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB”), is party to a revolving funding facility (as amended, the “SMBC Funding Facility”), which allows ACJB to borrow up to $400.0 million at any one time outstanding. The SMBC Funding Facility is secured by all of the assets held by ACJB. As of September 30, 2016, the end of the reinvestment period and the stated maturity date for the SMBC Funding Facility were September 14, 2017 and September 14, 2022, respectively. The reinvestment period and the stated maturity date are both subject to two one-year extensions by mutual agreement. The interest rate charged on the SMBC Funding Facility is based on an applicable spread of either 1.75% or 2.00% over LIBOR or 0.75% or 1.00% over a “base rate” (as defined in the agreements governing the SMBC Funding Facility), in each case, determined monthly based on the amount of the average borrowings outstanding under the SMBC Funding Facility. As of September 30, 2016, the interest rate in effect was LIBOR plus 1.75%. Additionally, ACJB is required to pay a commitment fee of between 0.35% and 0.875% per annum depending on the size of the unused portion of the SMBC Funding Facility. As of September 30, 2016, there was $108.0 million outstanding under the SMBC Funding Facility and we and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
In April 2015, our wholly owned subsidiary, Ares Venture Finance, L.P. (“AVF LP”), received a license from the SBA to operate as a Small Business Investment Company (“SBIC”) under the provisions of Section 301(c) of the Small Business Investment Act of 1958, as amended. The SBA places certain limitations on the financing of investments by SBICs in portfolio companies, including regulating the types of financings, restricting investments to only include small businesses with certain characteristics or in certain industries, and requiring capitalization thresholds that may limit distributions to us.
The license from the SBA allows AVF LP to obtain leverage by issuing the SBA Debentures, subject to issuance of a capital commitment by the SBA and other customary procedures. Leverage through the SBA Debentures is subject to required capitalization thresholds. Current SBA regulations limit the amount that any SBIC may borrow to $150.0 million and as of September 30, 2016, the amount of the SBA Debentures committed to AVF LP by the SBA was $75.0 million. The SBA Debentures are non-recourse to us, have interest payable semi-annually, have a ten-year maturity and may be prepaid at any time without penalty. As of September 30, 2016, AVF LP had $25.0 million of the SBA Debentures issued and outstanding, which mature between September 2025 and March 2026. As of September 30, 2016, AVF LP was in compliance in all material respects with SBA regulatory requirements.
The interest rate for the SBA Debentures is fixed at the time the SBA Debentures and other applicable issued SBA-guaranteed debentures can be pooled and sold to the public and is based on a spread over U.S. treasury notes with ten-year maturities. The pooling of newly issued SBA-guaranteed debentures occurs twice per year. The spread includes an annual charge as determined by the SBA (the “Annual Charge”) as well as a market-driven component. Prior to the ten-year fixed interest rate being determined, the interest rate charged for the SBA Debentures is based on LIBOR plus an applicable spread of 0.30% and the Annual Charge. As of September 30, 2016, the weighted average interest rate in effect for the SBA Debentures was 3.48%.
We have issued $162.5 million aggregate principal amount of unsecured convertible notes that mature on March 15, 2017 (the “2017 Convertible Notes”), $270.0 million aggregate principal amount of unsecured convertible notes that mature on January 15, 2018 (the “2018 Convertible Notes”) and $300.0 million aggregate principal amount of unsecured convertible notes that mature on January 15, 2019 (the “2019 Convertible Notes” and together with the 2017 Convertible Notes and the 2018 Convertible Notes, the “Convertible Unsecured Notes”). The Convertible Notes mature upon their respective maturity dates unless previously converted or repurchased in accordance with their terms. We do not have the right to redeem the Convertible Unsecured Notes prior to maturity. The 2017 Convertible Notes, the 2018 Convertible Notes and the 2019 Convertible Notes bear interest at a rate of 4.875% , 4.750% and 4.375%, respectively, per year, payable semi-annually.
In certain circumstances, the Convertible Unsecured Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, at their respective conversion rates (listed below as of September 30, 2016) subject to customary anti-dilution adjustments and the requirements of their respective indenture (the “Convertible Unsecured Notes Indentures”). To the extent the 2017 Convertible Notes are converted, we have elected to settle with a combination of cash and shares of its common stock. Prior to the close of business on the business day immediately preceding their respective conversion date (listed below), holders may convert their Convertible Unsecured Notes only under certain circumstances set forth in the respective Convertible Unsecured Notes Indenture. On or after their respective conversion
dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert their Convertible Unsecured Notes at any time. In addition, if we engage in certain corporate events as described in their respective Convertible Unsecured Notes Indenture, holders of the Convertible Unsecured Notes may require us to repurchase for cash all or part of the Convertible Unsecured Notes at a repurchase price equal to 100% of the principal amount of the Convertible Unsecured Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
In February 2016, we repaid in full the February 2016 Convertible Notes upon their maturity. In June 2016, we repaid in full the June 2016 Convertible Notes upon their maturity.
We have issued $750.0 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 4.875% per year and mature on November 30, 2018 (the “2018 Notes”). The 2018 Notes require payment of interest semi-annually, and all principal is due upon maturity. These notes are redeemable in whole or in part at any time at our option at a redemption price equal to par plus a “make whole” premium, as determined pursuant to the indenture governing the 2018 Notes, and any accrued and unpaid interest. $600.0 million in aggregate principal amount of the 2018 Notes were issued at a discount to the principal amount and $150.0 million in aggregate principal amount of the 2018 Notes were issued at a premium to the principal amount.
We have issued $600.0 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 3.875% per year and mature on January 15, 2020 (the “2020 Notes”). The 2020 Notes require payment of interest semi-annually, and all principal is due upon maturity. These notes are redeemable in whole or in part at any time at our option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the 2020 Notes, and any accrued and unpaid interest. $400.0 million in aggregate principal amount of the 2020 Notes were issued at a discount to the principal amount and $200.0 million in aggregate principal amount of the 2020 Notes were issued at a premium to the principal amount.
We have issued $600.0 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 3.625% per year and mature on January 19, 2022 (the “January 2022 Notes”). The January 2022 Notes require payment of interest semi-annually, and all principal is due upon maturity. These notes are redeemable in whole or in part at any time at our option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the January 2022 Notes, and any accrued and unpaid interest. The January 2022 Notes were issued at a discount to the principal amount.
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We have issued $182.5 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 5.875% per year and mature on October 1, 2022 (the “October 2022 Notes”). The October 2022 Notes require payment of interest quarterly and all principal is due upon maturity. These notes are redeemable in whole or in part at any time or from time to time at our option, at a par redemption price of $25.00 per security plus accrued and unpaid interest.
As part of the Allied Acquisition, we assumed $230.0 million aggregate principal amount of unsecured notes which bear interest at a rate of 6.875% and mature on April 15, 2047 (the “2047 Notes” and together with the 2018 Notes, the 2020 Notes, the January 2022 Notes and the October 2022 Notes, the “Unsecured Notes”). The 2047 Notes require payment of interest quarterly, and all principal is due upon maturity. These notes are redeemable in whole or in part at any time or from time to time at our option, at a par redemption price of $25.00 per security plus accrued and unpaid interest.
As of September 30, 2016, we were in compliance in all material respects with the terms of the Convertible Unsecured Notes Indentures and the indentures governing the Unsecured Notes.
The Convertible Unsecured Notes and the Unsecured Notes are our senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Unsecured Notes and the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
See Note 5 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more information on our debt obligations.
OFF BALANCE SHEET ARRANGEMENTS
We have various commitments to fund investments in our portfolio, as described below.
As of September 30, 2016 and December 31, 2015, we had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) our discretion:
450.6
418.9
(99.7
(122.9
350.9
296.0
Less: commitments substantially at our discretion
(12.4
338.5
290.0
Included within the total revolving and delayed draw loan commitments as of September 30, 2016 and December 31, 2015 were delayed draw loan commitments totaling $175.0 million and $148.6 million, respectively. Our commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels).
Also included within the total revolving and delayed draw loan commitments as of September 30, 2016 were commitments to issue up to $53.5 million in letters of credit through a financial intermediary on behalf of certain portfolio companies. As of September 30, 2016, we had $12.0 million in letters of credit issued and outstanding under these
commitments on behalf of the portfolio companies. For all these letters of credit issued and outstanding, we would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of these letters of credit issued and outstanding are recorded as a liability on our balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company. Of these letters of credit, $0.0 million expire in 2016, $12.0 million expire in 2017 and $0.0 million expire in 2018.
We also have commitments to co-invest in the SDLP and the SSLP for our portion of the SDLP’s and the SSLP’s commitments to fund delayed draw loans to certain portfolio companies of the SDLP and the SSLP. See “Senior Direct Lending Program” and “Senior Secured Loan Program” above and Note 4 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more information.
As of September 30, 2016 and December 31, 2015, we were party to subscription agreements to fund equity investments in private equity investment partnerships as follows:
107.0
(22.6
(20.9
86.1
Less: private equity commitments substantially our discretion
(83.3
(84.6
In the ordinary course of business, we may sell certain of our investments to third party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales), we have, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions have given rise to liabilities in the past and may do so in the future.
RECENT DEVELOPMENTS
On October 18, 2016, we announced that we will hold a special meeting of stockholders on December 15, 2016 to seek approval of various matters necessary to complete the American Capital Acquisition. On the same date, we also announced that our registration statement on Form N-14, which includes a joint proxy statement of Ares Capital and American Capital and a prospectus of Ares Capital, had been declared effective by the SEC and that the joint proxy statement/prospectus was first being mailed or otherwise delivered to stockholders on or about October 18, 2016. The joint proxy statement/prospectus contains important information about the American Capital Acquisition and the related stockholder approvals.
From October 1, 2016 through October 27, 2016, we made new investment commitments of approximately $73 million, of which $67 million were funded. Of these new commitments, 71% were in second lien senior secured loans and 29% were in first lien senior secured loans. Of the approximately $73 million of new investment commitments, 100% were floating rate. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 9.7%. We may seek to sell all or a portion of these new investment commitments, although there can be no assurance that we will be able to do so.
From October 1, 2016 through October 27, 2016, we exited approximately $182 million of investment commitments. Of these investment commitments, 43% were second lien senior secured loans, 40% were first lien senior secured loans and 17% were senior subordinated loans. Of the approximately $182 million of exited investment commitments, 60% were fixed rate and 40% were floating rate. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 9.6%. On the approximately $182 million of investment commitments exited from October 1, 2016 through October 27, 2016, we recognized total net realized gains of approximately $21 million.
In addition, as of October 27, 2016, we had an investment backlog and pipeline of approximately $540 million and $870 million, respectively. Investment backlog includes transactions approved by our investment adviser’s investment committee and/or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore we believe are likely to close. Investment pipeline includes transactions where due diligence and analysis are in process, but no formal mandate, letter of intent or signed commitment have been issued. The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, we may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.
CRITICAL ACCOUNTING POLICIES
See Note 2 to our consolidated financial statements for the three and nine months ended September 30, 2016, which describes our critical accounting policies and recently issued accounting pronouncements not yet required to be adopted by us.
124
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio.
Interest Rate Risk
Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. 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.
As of September 30, 2016, 80% of the investments at fair value in our portfolio bore interest at variable rates, 10% bore interest at fixed rates, 9% were non-interest earning and 1% were on non-accrual status. Additionally, for the variable rate investments, 69% of these investments contained interest rate floors (representing 55% of total investments at fair value). Also, as of September 30, 2016, all the loans made through the SSLP and SDLP contained interest rate floors. The Facilities all bear interest at variable rates with no interest rate floors, while the SBA Debentures, the Unsecured Notes and the Convertible Unsecured Notes bear interest at fixed rates.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments. In addition, there can be no assurance that we will be able to effectively hedge our interest rate risk.
Based on our September 30, 2016, balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
(in millions) Basis Point Change
Interest Income
Interest Expense
Net Income(1)
Up 300 basis points
179.9
20.4
159.5
Up 200 basis points
116.1
13.6
102.5
Up 100 basis points
52.3
45.5
Down 100 basis points
14.9
18.7
Down 200 basis points
18.5
Down 300 basis points
(1) Excludes the impact of income based fees. See Note 3 to our consolidated financial statements for the three and nine months ended September 30, 2016 for more information on the income based fees.
Based on our December 31, 2015, balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
177.0
26.6
150.4
105.4
17.9
87.5
24.8
(3.4
14.0
17.4
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports it files or submits under the Securities Exchange Act of 1934.
There have been no changes in the Company’s internal control over financial reporting during the three and nine months ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, see Note 15 to our consolidated financial statements for the three and nine months ended September 30, 2016.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and those set forth under the caption “Risk Factors” in pre-effective Amendment No. 2 to our Registration Statement on Form N-14, filed on October 13, 2016 (the “N-14”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K and in the N-14 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Dividend Reinvestment Plan
We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933.
During nine months ended September 30, 2016, as a part of our dividend reinvestment plan for our common stockholders, we purchased 1,218,544 shares of our common stock for an average price per share of $14.45 in the open market in order to satisfy the reinvestment portion of our dividends. The following chart outlines such purchases of our common stock during the nine months ended September 30, 2016.
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2016 through January 31, 2016
453,216
14.28
February 1, 2016 through February 29, 2016
March 1, 2016 through March 31, 2016
April 1, 2016 through April 30, 2016
350,846
14.98
May 1, 2016 through May 31, 2016
June 1, 2016 through June 30, 2016
July 1, 2016 through July 31, 2016
414,482
14.19
August 1, 2016 through August 31, 2016
September 1, 2016 through September 30, 2016
1,218,544
14.45
In September 2015, our board of directors approved a stock repurchase program authorizing us to repurchase up to $100 million in the aggregate of our outstanding common stock in the open market at certain thresholds below its net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. The program will be in effect until February 28, 2017, unless extended or until the approved dollar amount has been used to repurchase shares. The program does not require us to repurchase any specific number of shares and it cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time.
Repurchases of our common stock under our stock repurchase program were as follows:
(dollars in thousands, except share and per share data) Period
Average Price Paid Per Share (1)
98,315
393,056
13.94
92,837
(1) Amount includes commissions paid.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
None.
Item 6. Exhibits.
EXHIBIT INDEX
Number
Articles of Amendment and Restatement, as amended(1)
Second Amended and Restated Bylaws, as amended(2)
Sixth Supplemental Indenture, dated as of September 19, 2016, relating to the 3.625% Notes due 2022, between Ares Capital Corporation and U.S. Bank National Association, as trustee(3)
Form of 3.625% Notes due 2022(3)
31.1
Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
* Filed herewith
(1) Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K (File No. 814-00663) for the year ended December 31, 2015, filed on February 24, 2016.
(2) Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q (File No. 814-00663) for the quarter ended June 30, 2010, filed on August 5, 2010.
(3) Incorporated by reference to Exhibits 4.1 and 4.2, as applicable, to the Company’s Form 8-K (File No. 814-00663), filed on September 19, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 2, 2016
By
/s/ R. Kipp deVeer
R. Kipp deVeer Chief Executive Officer
/s/ Penni F. Roll
Penni F. Roll Chief Financial Officer
/s/ Scott C. Lem
Scott C. Lem Chief Accounting Officer, Vice President and Treasurer