UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01175
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
81-2878769
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
200 Clarendon Street, 37th Floor Boston, MA
02116
(Address of Principal Executive Office)
(Zip Code)
(617) 516-2000
(Registrant’s Telephone Number, Including Area Code)
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
Non-accelerated filer
x
(Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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
As of May 10, 2018, the registrant had 37,365,170.28 shares of common stock, $0.001 par value, outstanding.
Table of Contents
TABLE OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
4
Item 1.
Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2018 (unaudited) and December 31, 2017
Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 (unaudited)
5
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2018 and 2017 (unaudited)
6
Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited)
7
Consolidated Schedules of Investments as of March 31, 2018 (unaudited) and December 31, 2017
8
Notes to Consolidated Financial Statements (unaudited)
23
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
52
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
75
Item 4.
Controls and Procedures
76
PART II
OTHER INFORMATION
77
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
78
Signatures
79
2
FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2017 and in our filings with the Securities and Exchange Commission (the “SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.
3
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
As of
March 31, 2018
December 31, 2017
(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $711,006,590 and $633,645,701, respectively)
$
723,004,699
643,067,956
Controlled affiliate investments (amortized cost of $189,605,470 and $187,617,223, respectively)
192,363,591
188,510,115
Cash and cash equivalents
120,425,021
139,506,289
Foreign cash (cost of $2,305,610 and $1,383,845, respectively)
2,315,865
1,411,855
Collateral on forward currency exchange contracts
7,873,735
4,421,968
Deferred financing costs
5,455,132
5,808,726
Interest receivable on investments
3,052,319
2,888,847
Prepaid insurance
93,160
137,785
Receivable for sales and paydowns of investments
896,581
2,497,769
Distribution receivable
1,005,009
—
Dividend receivable
4,639,124
Total Assets
1,061,124,236
988,251,310
Liabilities
Revolving credit facilities
389,398,750
451,000,000
Interest payable
660,980
815,402
Payable for investments purchased
17,652,836
14,814,984
Unrealized depreciation on forward currency exchange contracts
2,563,323
3,504,814
Base management fee payable
1,623,781
1,244,033
Incentive fee payable
3,022,467
1,017,919
Accounts payable and accrued expenses
1,122,881
1,143,946
Excise tax payable
4,882
Distributions payable
10,609,643
7,742,502
Total Liabilities
426,654,661
481,288,482
Commitments and Contingencies (See Note 10)
Net Assets
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 31,204,831 and 24,975,812 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
31,205
24,976
Paid in capital in excess of par value
630,284,377
503,533,321
Accumulated undistributed net investment income (loss)
(5,305,002
)
(3,469,772
Accumulated undistributed net realized gain (loss)
(2,744,862
35,676
Net unrealized appreciation
12,203,857
6,838,627
Total Net Assets
634,469,575
506,962,828
Total Liabilities and Total Net assets
Net asset value per share
20.33
20.30
See Notes to Consolidated Financial Statements
Consolidated Statements of Operations
For the Three Months Ended March 31,
2018
2017
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments
12,615,297
2,242,416
Other income
114,004
Total investment income from non-controlled/non-affiliate investments
12,729,301
Investment income from controlled affiliate investments:
21,288
Dividend income
4,707,978
Total investment income from controlled affiliate investments
4,729,266
Total investment income
17,458,567
Expenses
Interest and debt financing expenses
4,288,897
195,477
Amortization of deferred offering costs
103,845
Base management fee
266,584
Incentive fee
2,004,548
93,428
Professional fees
523,677
413,539
Directors fees
68,250
67,812
Other general and administrative expenses
174,692
112,079
Total expenses
8,683,845
1,252,764
Net investment income before taxes
8,774,722
989,652
Excise tax expense
309
Net investment income after taxes
8,774,413
Net realized and unrealized gains (losses)
Net realized gain on non-controlled/non-affiliate investments
257,702
120,132
Net realized gain on foreign currency transactions
279,145
64,701
Net realized loss on forward currency exchange contracts
(3,317,385
Net change in unrealized appreciation (depreciation) on foreign currency translation
(17,344
(15,064
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts
941,491
(261,684
Net change in unrealized appreciation on non-controlled/non-affiliate investments
2,575,854
714,772
Net change in unrealized appreciation on controlled affiliate investments
1,865,229
Total net gains
2,584,692
622,857
Net increase in net assets resulting from operations
11,359,105
1,612,509
Per Common Share Data
Basic and diluted net investment income per common share
0.30
0.09
Basic and diluted increase in net assets resulting from operations per common share
0.39
0.15
Basic and diluted weighted average common shares outstanding
29,133,586
10,880,456
Consolidated Statements of Changes in Net Assets
Operations:
Net investment income
Net realized gain (loss)
(2,780,538
184,833
Net change in unrealized appreciation
5,365,230
438,024
Stockholder distributions:
Distributions from net investment income
(10,609,643
Net decrease in net assets resulting from stockholder distributions
Capital share transactions:
Issuance of common stock
125,427,706
227,513,324
Reinvestment of stockholder distributions
1,329,579
1,264
Net increase in net assets resulting from capital share transactions
126,757,285
227,514,588
Total increase in net assets
127,506,747
229,127,097
Net assets at beginning of period
110,344,258
Net assets at end of period
339,471,355
Net asset value per common share
20.24
Common stock outstanding at end of period
31,204,831
16,772,175
Consolidated Statements of Cash Flows
Cash flows from operating activities
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments
(140,927,335
(69,735,432
Proceeds from principal payments and sales of investments
66,582,086
1,117,093
Net realized gain from investments
(257,702
(120,132
(279,145
Net change in unrealized (appreciation) depreciation on forward currency exchange contracts
(941,491
261,684
Net change in unrealized appreciation on investments
(4,441,083
(714,772
Net change in unrealized depreciation on foreign currency translation
17,344
15,064
Accretion of discounts and amortization of premiums
(334,745
(137,944
Amortization of deferred financing costs and upfront commitment fees
353,594
90,228
Changes in operating assets and liabilities:
(3,451,767
(163,472
(20,820
44,625
48,547
(4,639,124
(1,005,009
Other assets
5,723
(154,422
53,799
379,748
88,380
93,429
(21,065
57,782
(4,882
Net cash used in operating activities
(75,880,192
(67,181,017
Cash flows from financing activities
Borrowings on revolving credit facilities
59,000,000
3,859,900
Repayments on revolving credit facilities
(120,601,250
(62,959,900
Proceeds from issuance of common stock
Stockholder distributions paid
(6,412,923
(81,099
Net cash provided by financing activities
57,413,533
168,332,225
Net increase (decrease) in cash, foreign cash and cash equivalents
(18,466,659
101,151,208
Effect of foreign currency exchange rates
289,401
269,358
Cash, foreign cash and cash equivalents, beginning of period
140,918,144
66,732,154
Cash, foreign cash and cash equivalents, end of period
122,740,886
168,152,720
Supplemental disclosure of cash flow information:
Cash interest paid during the period
4,089,725
50,502
Cash paid for excise taxes during the period
5,191
Supplemental disclosure of non-cash information:
Consolidated Schedule of Investments
As of March 31, 2018
Portfolio Company (4)
Spread Above Index (1)
Interest Rate
Maturity Date
Principal/ Par Amount/ Shares (9)
Amortized Cost
Fair Value
Investments and Cash Equivalents 162.8%
Investments 144.3%
Non-Controlled/Non-Affiliate Investments 114.0%
Corporate Fixed Income 1.9%
Corporate Bond 1.9%
Utilities: Electric 1.9%
CSVC Acquisition Corp
7.75
%
6/15/2025
13,478,000
12,853,894
11,725,860
Total Utilities: Electric
Total Corporate Bond
Total Corporate Fixed Income
Corporate Debt 111.5%
Delayed Draw Term Loan 0.5%
Capital Equipment 0.4%
Endries International, Inc.(3) (15) (19)
P+ 3.75%
8.50
6/1/2023
2,525,067
2,482,363
Total Capital Equipment
Healthcare & Pharmaceuticals 0.0%
Great Expressions Dental Centers PC (2) (3) (5) (15) (19)
9/28/2023
(3,974
(10,005
Total Healthcare & Pharmaceuticals
Media: Diversified & Production 0.1%
International Entertainment Investments Limited (3) (6) (18) (19)
GBP LIBOR+ 3.75%
4.26
2/28/2022
£
599,178
756,962
839,748
Total Media: Diversified & Production
Services: Business 0.0%
Lakeland Tours, LLC (3) (5) (15) (21)
12/16/2024
(450
1,866
Sovos Compliance, LLC (2) (3) (15) (19)
3/1/2022
(48,387
Total Services: Business
(46,521
Total Delayed Draw Term Loan
3,234,901
3,308,289
First Lien Last Out Term Loan 4.8%
Environmental Industries 3.2%
Adler & Allan Group Limited (6) (17) (19) (21) (22)
GBP LIBOR+ 7.50%
8.02
6/30/2024
15,141,463
19,069,122
20,371,930
Total Environmental Industries
Healthcare & Pharmaceuticals 1.6%
Clinical Innovations, LLC (15) (19) (21) (22)
L+ 6.00%
7.88
10/17/2023
10,339,603
10,117,278
10,262,056
Total First Lien Last Out Term Loan
29,186,400
30,633,986
First Lien Senior Secured Loan 82.2%
Aerospace & Defense 3.1%
Anaren, Inc. (15) (19) (21)
L+ 4.50%
6.80
2/18/2021
2,503,048
2,513,430
Novetta, LLC (15)
L+ 5.00%
6.88
10/17/2022
3,844,461
3,773,056
3,738,739
Salient CRGT, Inc. (15) (19) (21)
L+ 5.75%
7.63
3,616,344
3,558,107
3,661,548
StandardAero Aviation Holdings, Inc. (15) (21)
L+ 3.75%
5.63
7/7/2022
9,898,477
9,996,347
10,002,876
Total Aerospace & Defense
19,840,940
19,906,211
Automotive 2.8%
CST Buyer Company(15) (19) (21)
7.45
3/1/2023
9,776,573
9,650,253
9,849,897
OEConnection LLC (15) (19) (21)
L+ 4.00%
6.46
11/22/2024
8,155,340
8,118,096
8,206,311
Total Automotive
17,768,349
18,056,208
Beverage, Food & Tobacco 0.8%
Restaurant Technologies, Inc. (15) (21)
L+ 4.75%
6.69
11/23/2022
5,253,387
5,210,726
5,246,820
Total Beverage, Food & Tobacco
Capital Equipment 4.0%
Dorner Manufacturing Corp. (15) (19) (21)
3/15/2023
8,267,993
8,089,582
8,309,333
DXP Enterprises, Inc. (6) (15) (21)
L+ 5.50%
7.38
8/29/2023
5,217,242
5,169,693
5,240,067
Endries International, Inc. (15) (19) (21)
6,523,927
6,440,497
Wilsonart LLC (15) (21)
L+ 3.25%
5.56
12/19/2023
5,459,994
5,515,853
5,494,605
25,215,625
25,567,932
Chemicals, Plastics & Rubber 1.3%
ASP Chromaflo Intermediate Holdings, Inc. (15) (21)
L+ 3.50%
5.38
11/20/2023
508,702
506,656
513,789
ASP Chromaflo Intermediate Holdings, Inc. (6) (15) (21)
661,475
658,815
666,437
Niacet b.v. (6) (15) (19) (21)
EURIBOR+ 4.50%
5.50
2/1/2024
€
3,855,457
4,123,454
4,775,223
Niacet Corporation (15) (19) (21)
2,217,600
2,198,702
2,228,688
Total Chemicals, Plastics & Rubber
7,487,627
8,184,137
Construction & Building 2.8%
Bolt Infrastructure Merger Sub, Inc. (15) (21)
6/21/2024
2,690,704
2,678,952
2,722,656
Regan Development Holdings Limited (6) (17) (19)
EURIBOR+ 7.00%
7.50
4/18/2022
2,825,002
3,077,840
3,481,533
8,574,506
9,179,876
10,567,221
915,945
1,040,239
1,128,811
Total Construction & Building
15,976,907
17,900,221
Consumer Goods: Durable 1.1%
Harbor Freight Tools USA, Inc. (16) (21)
L+ 2.50%
4.38
8/18/2023
6,962,500
7,008,334
6,980,387
Total Consumer Goods: Durable
Consumer Goods: Non-Durable 3.4%
FineLine Technologies, Inc. (15) (19) (21)
7.04
11/2/2022
14,622,001
14,357,977
Kronos Acquisition Holdings Inc. (15) (21)
5.88
5/15/2023
2,783,522
2,777,594
2,814,547
Melissa & Doug, LLC (15) (19) (21)
6.05
6/19/2024
3,821,055
3,805,558
3,864,042
Total Consumer Goods: Non-Durable
20,941,129
21,300,590
Containers, Packaging & Glass 4.0%
BWAY Holding Company (18) (21)
4.96
4/3/2024
12,909,962
12,906,803
12,989,307
CSP Technologies North America, LLC (15) (19) (21)
L+ 5.25%
7.55
1/29/2022
12,254,084
12,284,720
Total Containers, Packaging & Glass
25,160,887
25,274,027
Energy: Oil & Gas 6.8%
Blackbrush Oil & Gas, L.P. (15) (19) (21)
L+ 8.00%
10.06
2/9/2024
30,000,000
29,410,073
29,550,000
Keane Group, Inc. (6) (15) (19) (21)
L+ 7.25%
9.56
8/18/2022
13,758,811
13,637,749
Total Energy: Oil & Gas
43,047,822
43,308,811
Healthcare & Pharmaceuticals 4.0%
Drive DeVilbiss (15) (21)
7.80
1/3/2023
6,671,033
6,171,001
6,237,416
Great Expressions Dental Centers PC (15) (19) (21)
6.63
8,043,510
7,944,338
7,922,857
Island Medical Management Holdings, LLC (15) (19) (21)
9/1/2022
10,602,336
10,462,256
10,072,219
U.S. Anesthesia Partners, Inc. (15) (21)
L+ 3.00%
4.88
6/23/2024
1,178,395
1,174,670
1,185,760
25,752,265
25,418,252
High Tech Industries 17.3%
Lighthouse Network, LLC (15) (21)
6.38
11/29/2024
16,210,263
16,135,551
16,372,366
Netsmart Technologies, Inc. (15) (21)
4/19/2023
16,125,172
16,158,248
16,346,893
Park Place Technologies (15) (19) (21)
3/29/2025
8,373,651
8,331,783
8,394,585
Qlik Technologies (15) (21)
5.04
4/26/2024
17,872,462
17,827,000
17,665,821
SolarWinds Holdings, Inc. (18) (21)
2/5/2024
14,874,937
14,969,988
14,959,531
VPARK BIDCO AB (6) (16) (19) (21)
CIBOR+ 5.00%
5.75
3/8/2025
DKK 56,999,385
9,114,884
9,188,129
NIBOR+ 5.00%
6.03
NOK 74,019,870
9,165,025
9,203,751
Zywave, Inc. (15) (19) (21)
7.18
11/17/2022
17,683,805
17,544,073
Total High Tech Industries
109,246,552
109,814,881
Hotel, Gaming & Leisure 3.6%
Captain D’s LLC (15) (19) (21)
6.37
12/15/2023
13,506,993
13,379,547
13,371,923
Quidditch Acquisition, Inc. (15) (19) (21)
L+ 7.00%
8.84
3/21/2025
7,990,938
7,831,262
8,050,870
Tacala Investment Corp. (18) (21)
4.91
1/31/2025
1,520,298
1,516,607
1,530,750
Total Hotel, Gaming, & Leisure
22,727,416
22,953,543
Insurance 1.6%
Alliant Holdings Intermediate, LLC (15) (21)
5.13
8/12/2022
7,461,705
7,527,083
7,515,593
Wink Holdco, Inc. (15) (21)
4.66
12/2/2024
2,612,624
2,606,890
2,606,908
Total Insurance
10,133,973
10,122,501
Media: Broadcasting & Subscription 2.7%
Micro Holding Corp. (18) (21)
5.53
9/13/2024
17,072,771
17,033,022
17,097,663
Total Media: Broadcasting & Subscription
Media: Diversified & Production 2.4%
Deluxe Entertainment Services Group Inc. (15) (21)
7.27
2/28/2020
4,831,940
4,641,921
4,787,645
International Entertainment Investments Limited (6) (18) (19) (21)
5/31/2022
7,673,114
9,319,071
10,753,869
13,960,992
15,541,514
Real Estate 1.8%
Spectre (Carrisbrook House) Limited (6) (15) (19)
EURIBOR+ 7.50%
8/9/2021
9,300,000
10,669,051
11,174,787
9
Total Real Estate
Retail 2.1%
CH Hold Corp. (15) (21)
1,509,818
1,507,162
1,521,612
Eyemart Express LLC (15) (21)
4.75
8/4/2024
11,593,068
11,638,091
11,651,033
Total Retail
13,145,253
13,172,645
Services: Business 9.0%
Advantage Sales & Marketing Inc. (15) (21)
5.02
7/23/2021
15,866,508
15,562,046
15,569,011
Comet Bidco Limited (6) (18)
GBP LIBOR+ 5.25%
9/30/2024
6,260,870
8,034,768
8,662,188
Genuine Financial Holdings LLC (15) (19) (21)
7.25
1/26/2023
10,443,344
10,350,183
10,469,452
Lakeland Tours, LLC (15) (21)
6.12
2,265,805
2,260,193
2,288,463
New Insight Holdings, Inc. (15) (21)
7.86
12/20/2024
10,646,788
10,128,366
10,540,321
Sovos Compliance, LLC (15) (19) (21)
7.89
8,666,127
8,588,705
8,579,465
Travel Leaders Group, LLC (18) (21)
6.35
1/25/2024
293,358
292,192
297,392
55,216,453
56,406,292
Telecommunications 1.9%
Masergy Holdings, Inc. (15) (21)
5.55
691,365
688,580
693,814
Polycom, Inc. (15) (21)
7.09
9/27/2023
11,553,171
11,416,383
11,647,041
Total Telecommunications
12,104,963
12,340,855
Transportation: Cargo 1.4%
PS HoldCo, LLC (15) (19) (21)
7.34
3/13/2025
8,681,818
8,638,967
8,768,636
Total Transportation: Cargo
Wholesale 4.3%
American Tire Distributors Inc (15) (21)
L+ 4.25%
6.24
9/1/2021
16,984,847
17,073,526
17,210,423
PT Holdings, LLC (15) (21)
6.30
12/9/2024
9,929,325
9,883,007
10,078,265
Total Wholesale
26,956,533
27,288,688
Total First Lien Senior Secured Loan
513,243,786
521,825,601
Revolver 1.7%
Automotive 0.0%
CST Buyer Company (3) (5) (15) (19)
(11,039
6,731
Banking 0.0%
Tidel Engineering, L.P. (3) (15) (19)
Total Banking
Capital Equipment 0.2%
Dorner Manufacturing Corp. (3) (15) (19)
329,665
306,835
332,412
Endries International, Inc. (3) (15) (19)
6/1/2022
1,260,143
1,219,030
Winchester Electronics Corporation (3) (15) (19)
6/30/2021
1,525,865
1,592,555
Chemicals, Plastics & Rubber 0.1%
AP Plastics Group, LLC (3) (15) (19)
5.69
8/1/2021
935,022
PRCC Holdings, Inc. (3) (19)
2/1/2021
Construction & Building 0.0%
Stanton Carpet Corp. (3) (15) (19)
11/21/2022
Consumer Goods: Non-Durable 0.1%
FineLine Technologies, Inc. (3) (5) (15) (19)
11/2/2021
(42,382
Solaray, LLC (3) (15) (19)
6.27
9/9/2022
425,010
382,628
Healthcare & Pharmaceuticals 0.2%
Clinical Innovations, LLC (3) (15) (19) (22)
153,563
130,005
144,925
Great Expressions Dental Centers PC (3) (12) (15) (19)
6.74
9/28/2022
966,943
953,736
949,438
1,083,741
1,094,363
High Tech Industries 0.0%
Zywave, Inc. (3) (15) (19)
319,780
304,944
Hotel, Gaming, & Leisure 0.1%
Captain D’s LLC (3) (15) (19) (23)
7.13
527,643
509,918
509,021
Media: Advertising, Printing & Publishing 0.0%
Ansira Holdings, Inc. (3)(15)(19)
12/20/2022
Cruz Bay Publishing (3)(15)(19)
06/06/2019
Total Media: Advertising, Printing & Publishing
10
Media: Diversified & Production 0.0%
Efficient Collaborative Retail Marketing Company, LLC (3) (15) (19)
6/15/2022
Retail 0.2%
Batteries Plus Holding Corporation (3) (15) (19)
L+ 6.75%
7/6/2022
1,062,525
Services: Business 0.4%
McKissock, LLC (3) (15) (19)
P+ 2.75%
7.00
8/5/2021
708,350
Sovos Compliance, LLC (2) (3) (5) (15) (19)
(12,422
(14,516
TEI Holdings Inc. (3) (13) (15) (19)
8.54
1,841,710
2,537,638
2,535,544
Transportation: Cargo 0.4%
ENC Holding Corporation (3) (15) (19)
2/8/2023
2,266,720
Transportation: Consumer 0.0%
Direct Travel, Inc. (3) (19)
12/1/2021
Total Transportation: Consumer
Total Revolver
10,597,962
10,747,271
Second Lien Senior Secured Loan 22.3%
Aerospace & Defense 2.3%
TECT Power Holdings, LLC (15) (19) (21)
L+ 8.50%
10.38
12/27/2021
14,757,969
14,499,214
Automotive 1.0%
10.46
11/22/2025
6,460,396
6,400,858
Beverage, Food & Tobacco 0.3%
Restaurant Technologies, Inc. (15) (19) (21)
L+ 8.75%
10.69
11/23/2023
1,693,548
1,664,480
1,685,081
Capital Equipment 0.8%
EXC Holdings III Corp. (15) (21)
L+ 7.50%
9.16
12/1/2025
5,240,489
5,200,540
5,351,849
Energy: Oil & Gas 2.3%
Bruin E&P Partners, LLC (15) (19)
L+ 7.38%
9.09
3/7/2023
14,322,000
14,131,277
14,501,025
Healthcare & Pharmaceuticals 6.4%
Concentra Inc. (15) (19) (21)
L+ 6.50%
8.28
14,104,833
13,828,292
14,316,406
TecoStar Holdings, Inc. (15) (19) (21)
10.28
11/1/2024
9,471,942
9,253,637
U.S. Anesthesia Partners, Inc. (15) (19) (21)
9.13
6/23/2025
16,520,000
16,296,820
16,561,300
39,378,749
40,349,648
High Tech Industries 4.3%
Intralinks, Inc. (15) (21)
9.88
11/14/2025
13,469,388
13,343,418
13,620,918
nThrive, Inc. (15) (19) (21)
L+ 9.75%
11.63
4/20/2023
8,000,000
7,983,511
7,920,000
3/29/2026
5,536,332
5,480,969
5,550,173
26,807,898
27,091,091
Hotel, Gaming & Leisure 2.0%
K-Mac Holdings Corp. (18)
3/16/2026
3,200,000
3,192,000
3,248,000
NPC International, Inc. (15) (21)
9.38
4/18/2025
4,703,667
4,684,260
4,821,259
8.66
1/30/2026
4,323,404
4,302,485
4,420,681
Total Hotel, Gaming & Leisure
12,178,745
12,489,940
Insurance 0.3%
8.42
2,039,478
2,030,737
2,035,654
Media: Advertising, Printing & Publishing 0.6%
Learfield Communications LLC (15) (19) (21)
4,050,000
4,014,158
4,090,500
Retail 0.5%
CH Hold Corp. (15) (19) (21)
2/3/2025
1,215,470
1,210,030
1,236,740
CVS Holdings I, LP (15) (21)
2/6/2026
1,937,301
1,928,198
1,939,722
3,138,228
3,176,462
11
Transportation: Cargo 1.5%
Direct ChassisLink, Inc. (18) (19) (21)
6/15/2023
9,031,936
8,991,884
9,201,285
Total Second Lien Senior Secured Loan
138,436,768
141,190,900
Total Corporate Debt
694,699,817
707,706,047
Equity 0.6%
Series A Preferred Units 0.3%
Healthcare & Pharmaceuticals 0.3%
CB Titan Holdings, Inc. (14) (19)
1,952,879
2,072,792
Total Series A Preferred Units
Equity Interest 0.3%
High Tech Industries 0.3%
Impala Private Investments, LLC (14) (19)
1,500,000
Total Equity Interest
Total Equity
3,452,879
3,572,792
Total Non-Controlled/Non-Affiliate Investments
711,006,590
Controlled Affiliate Investments 30.3%
Corporate Debt 0.3%
First Lien Senior Secured Loan 0.3%
Aerospace & Defense 0.3%
BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20)
10.00
6/2/2022
1,837,216
Equity 30.0%
Equity Interest 1.3%
Aerospace & Defense 1.3%
BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (14) (19) (20)
324,214
424,261
BCC Jetstream Holdings Aviation (Off I), LLC (6) (10) (11) (14) (19) (20)
7,403,505
7,838,833
7,727,719
8,263,094
Investment Vehicles 28.7%
Antares Bain Capital Complete Financing Solution LLC (6) (10) (11) (19)
180,040,535
182,263,281
Total Investment Vehicles
187,768,254
190,526,375
Unfunded Commitment 0.0%
Aerospace & Defense 0.0%
BCC Jetstream Holdings Aviation (On II), LLC (7) (10) (11) (14) (19) (20)
Total Unfunded Commitment
Total Controlled Affiliate Investments
189,605,470
Total Investments
900,612,060
915,368,290
Cash Equivalents 18.5%
Goldman Sachs Financial Square Government Fund
1.23
117,484,094
Total Cash Equivalents
Total Investments and Cash Equivalents
1,018,096,154
1,032,852,384
Forward Foreign Currency Exchange Contracts
Currency Purchased
Currency Sold
Counterparty
Settlement Date
Unrealized Appreciation (Depreciation) (8)
U.S. DOLLARS 244,735
EURO 202,017
Bank of New York Mellon
4/3/2018
(4,257
U.S. DOLLARS 295,686
EURO 236,046
5/2/2018
4,191
U.S. DOLLARS 20,487,308
EURO 16,225,000
1/18/2019
15,646
U.S. DOLLARS 435,493
POUND STERLING 305,318
Citibank
4/30/2018
6,432
U.S. DOLLARS 42,157
POUND STERLING 30,523
4/12/2018
(703
U.S. DOLLARS 11,541,188
POUND STERLING 8,262,000
(201,462
U.S. DOLLARS 38,370
POUND STERLING 27,580
(358
U.S. DOLLARS 10,064,978
DANISH KRONE 59,805,094
(65,214
U.S. DOLLARS 9,957,148
NORWEGIAN KRONE 77,560,211
(40,991
U.S. DOLLARS 20,063,392
POUND STERLING 15,200,000
6/26/2018
(1,344,949
U.S. DOLLARS 12,118,964
EURO 10,080,000
6/22/2018
(377,994
U.S. DOLLARS 65,054
EURO 53,872
(1,345
U.S. DOLLARS 8,060,115
POUND STERLING 6,090,000
9/28/2018
(552,319
(2,563,323
12
(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR or Prime and the current weighted average interest rate in effect at March 31, 2018. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR or Prime interest rate floor.
(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
(4) Percentages are based on the Company’s net assets of $634,469,575 as of March 31, 2018.
(5) The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2018, non-qualifying assets totaled 28.4% of the Company’s total assets.
(7) The assets to be issued will be determined at the time the funds are called.
(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.
(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone and DKK represents Kroner.
(10) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns five percent or more of the portfolio company’s securities.
(11) As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.
(12) $66,686 of the total par amount for this security is at P + 3.75%.
(13) $708,350 of the total par amount for this security is at P + 5.00%.
(14) Non-income producing.
(15) Loan includes interest rate floor of 1.00%.
(16) Loan includes interest rate floor of 0.75%.
(17) Loan includes interest rate floor of 0.50%.
(18) Loan includes interest rate floor of 0.00%.
(19) Security valued using unobservable inputs (Level 3).
(20) The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.
(21) Assets are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 “Borrowings”.
(22) The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “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.
(23) $217,265 of the total par amount for this security is at L + 3.50%.
See Notes to Consolidated Financial Statements.
13
As of December 31, 2017
Principal/
Maturity
Par Amount/
Amortized
Portfolio Company(4)
Spread Above Index(1)
Date
Shares(9)
Cost
Investments and Cash Equivalents 190.4%
Investments 164.0%
Non-Controlled/Non-Affiliate Investments 126.8%
Corporate Fixed Income 1.6%
Corporate Bond 1.6%
Utilities: Electric 1.6%
8,478,000
8,138,880
Corporate Debt 124.5%
Delayed Draw Term Loan 0.1%
Capital Equipment 0.0%
Endries International, Inc.(3)(5)(15)(19)
(44,681
Great Expressions Dental Centers PC(2)(3)(5)(15)(19)
(4,147
Hotel, Gaming & Leisure 0.0%
NPC International, Inc.(2)(3)(5)(15)(19)
(18,711
(20,002
International Entertainment Investments Limited(3)(6)(18)(19)
GBP LIBOR + 4.25%
755,088
795,989
Lakeland Tours, LLC(3)(5)(15)(21)
12/8/2024
(466
Sovos Compliance, LLC(2)(3)(15)(19)
687,083
719,461
14
First Lien Last Out Term Loan 6.0%
Environmental Industries 4.0%
Adler & Allan Group Limited(6)(17)(19)(21)(22)
GBP LIBOR + 7.50%
8.00
19,064,227
20,256,052
Healthcare & Pharmaceuticals 2.0%
Clinical Innovations, LLC(15)(19)(21)(22)
L + 6.00%
7.49
10,365,517
10,136,979
10,132,293
29,201,206
30,388,345
First Lien Senior Secured Loan 93.8%
Aerospace & Defense 3.9%
Anaren, Inc.(15)(19)(21)
L + 4.50%
6.19
2,509,630
2,522,237
2,522,178
Novetta, LLC(15)
L + 5.00%
6.70
3,854,294
3,778,545
3,745,892
Salient CRGT, Inc.(15)(19)(21)
L + 5.75%
7.32
3,708,100
3,645,930
3,740,546
StandardAero Aviation Holdings, Inc.(15)(21)
L + 3.75%
5.32
9,923,858
10,025,652
10,016,894
19,972,364
20,025,510
Automotive 3.6%
CST Buyer Company(15)(19)(21)
L + 6.25%
9,801,261
9,674,796
9,879,671
OEConnection LLC(15)(21)
L + 4.00%
8,175,779
8,134,900
8,165,560
17,809,696
18,045,231
Beverage, Food & Tobacco 6.5%
Captain D’s LLC(15)(19)(21)
5.98
13,540,845
13,405,528
13,405,437
K-Mac Holdings Corp.(15)(19)(21)
L + 4.75%
6.32
14,040,000
13,850,449
14,138,280
Restaurant Technologies, Inc.(15)(21)
6.20
5,266,653
5,221,740
5,260,070
32,477,717
32,803,787
Capital Equipment 5.0%
Dorner Manufacturing Corp.(15)(19)(21)
8,288,872
8,108,458
8,305,450
DXP Enterprises, Inc.(6)(15)(19)(21)
L + 5.50%
7.07
5,230,350
5,180,464
5,282,654
Endries International, Inc.(15)(19)(21)
6.15
6,540,319
6,452,400
Wilsonart LLC(15)(21)
L + 3.25%
4.95
5,473,747
5,531,399
5,511,866
25,272,721
25,640,289
Chemicals, Plastics & Rubber 1.6%
ASP Chromaflo Intermediate Holdings, Inc.(15)(21)
5.57
509,990
507,862
513,496
ASP Chromaflo Intermediate Holdings, Inc.(6)(15)(21)
663,150
660,383
667,709
Niacet b.v.(6)(15)(19)(21)
EURIBOR + 4.50%
3,865,193
4,133,673
4,651,765
Niacet Corporation(15)(19)(21)
2,223,200
2,204,254
2,228,758
7,506,172
8,061,728
15
Construction & Building 3.4%
Bolt Infrastructure Merger Sub, Inc.(15)(21)
L + 3.50%
5.07
2,697,465
2,684,931
2,706,744
Regan Development Holdings Limited(6)(17)(19)
EURIBOR + 7.00%
5/2/2022
3,398,198
9,167,494
10,314,281
1,101,791
15,970,504
17,521,014
Consumer Goods: Durable 3.0%
Harbor Freight Tools USA, Inc.(16)(21)
4.82
15,000,000
15,105,349
15,118,365
Consumer Goods: Non-Durable 4.2%
FineLine Technologies, Inc.(15)(19)(21)
6.44
14,659,018
14,379,947
14,585,723
Kronos Acquisition Holdings Inc.(15)(21)
6.17
8/26/2022
2,776,997
2,809,038
Melissa & Doug, LLC(15)(19)(21)
5.44
3,830,680
3,814,142
3,859,410
20,971,086
21,254,171
Containers, Packaging & Glass 5.0%
BWAY Holding Company(18)(21)
4.60
12,942,481
12,941,997
13,013,264
CSP Technologies North America, LLC(15)(19)(21)
L + 5.25%
6.94
12,285,894
12,316,608
25,227,891
25,329,872
Energy: Oil & Gas 2.7%
Keane Group, Inc.(6)(15)(19)(21)
L + 7.25%
9.00
13,793,468
13,666,341
13,807,262
Healthcare & Pharmaceuticals 5.8%
Drive DeVilbiss(15)(21)
7.19
6,714,072
6,189,778
6,214,545
Great Expressions Dental Centers PC(15)(19)(21)
8,063,925
7,959,637
7,942,966
Island Medical Management Holdings, LLC(15)(19)(21)
10,629,110
10,480,292
10,310,237
U.S. Anesthesia Partners, Inc.(15)(21)
4,987,469
4,969,431
5,006,172
29,599,138
29,473,920
High Tech Industries 16.4%
Lighthouse Network, LLC(15)(21)
6.07
16,250,891
16,171,524
16,332,145
Netsmart Technologies, Inc.(15)(21)
16,166,203
16,200,542
16,375,022
Qlik Technologies(15)(21)
17,917,481
17,867,534
17,559,132
SolarWinds Holdings, Inc.(15)(21)
2/3/2023
14,912,218
15,011,042
14,984,915
Zywave, Inc.(15)(19)(21)
6.61
17,728,574
17,580,683
82,831,325
82,979,788
Insurance 2.0%
Alliant Holdings Intermediate, LLC(15)(21)
4.80
7,480,852
7,550,046
7,528,475
Wink Holdco, Inc.(15)(21)
L + 3.00%
4.49
11/2/2024
2,619,172
2,612,843
2,645,364
10,162,889
10,173,839
16
Media: Broadcasting & Subscription 3.0%
Micro Holding Corp.(18)(21)
5.34
14,962,500
14,927,621
15,019,941
Media: Diversified & Production 4.2%
Deluxe Entertainment Services Group Inc.(15)(21)
10,912,628
10,454,998
10,721,657
International Entertainment Investments Limited(6)(18)(19)(21)
GBP LIBOR + 4.75%
5.24
9,314,218
10,368,679
19,769,216
21,090,336
Real Estate 2.1%
Spectre (Carrisbrook House) Limited(6)(15)(19)
EURIBOR + 7.50%
10,644,272
10,863,204
Retail 2.6%
CH Hold Corp.(15)(21)
4.57
1,514,280
1,511,626
1,525,637
Eyemart Express LLC(15)(21)
4.44
11,622,196
11,667,646
11,647,626
13,179,272
13,173,263
Services: Business 10.8%
Advantage Sales & Marketing Inc.(15)(21)
4.63
15,907,613
15,579,348
15,553,000
Comet Bidco Limited(6)(18)
GBP LIBOR + 5.25%
5.74
10/10/2024
8,025,268
8,321,073
Genuine Financial Holdings LLC(15)(19)(21)
9,493,949
9,394,123
9,588,888
Lakeland Tours, LLC(15)(21)
5.59
2,260,141
New Insight Holdings, Inc.(15)(21)
10,673,472
10,140,377
10,250,984
Sovos Compliance, LLC(15)(19)(21)
7.57
8,687,901
8,610,473
8,601,022
Travel Leaders Group, LLC(18)(21)
5.92
294,097
292,867
298,876
54,302,597
54,902,306
Telecommunications 2.6%
Masergy Holdings, Inc.(15)(21)
693,116
690,187
697,448
Polycom, Inc.(15)(21)
6.78
12,164,688
12,014,392
12,291,408
12,704,579
12,988,856
Wholesale 5.4%
American Tire Distributors Inc(15)(21)
L + 4.25%
5.82
17,028,623
17,120,740
17,171,238
PT Holdings, LLC(15)(21)
11/30/2024
9,954,211
9,904,920
10,016,424
27,025,660
27,187,662
469,126,410
475,460,344
Revolver 1.4%
CST Buyer Company(3)(5)(15)(19)
(11,593
7,180
Tidel Engineering, L.P.(3)(15)(19)
17
Beverage, Food & Tobacco 0.2%
Captain D’s LLC(3)(15)(19)
1,018,981
1,000,490
1,000,358
K-Mac Holdings Corp.(3)(15)(19)
12/20/2021
160,000
171,200
1,160,490
1,171,558
Dorner Manufacturing Corp.(3)(15)(19)
439,553
415,595
443,949
Endries International, Inc.(3)(15)(19)
P + 3.75%
8.25
701,568
658,025
Winchester Electronics Corporation(3)(15)(19)
1,073,620
1,145,517
Chemicals, Plastics & Rubber 0.2%
AP Plastics Group, LLC(3)(15)(19)
PRCC Holdings, Inc.(3)(19)
Stanton Carpet Corp.(3)(15)(19)
Consumer Goods: Non-Durable 0.0%
FineLine Technologies, Inc.(2)(3)(5)(15)(19)
(45,292
(13,104
Solaray, LLC(3)(15)(19)
Clinical Innovations, LLC(3)(15)(19)(22)
128,728
127,649
Great Expressions Dental Centers PC(3)(12)(15)(19)
6.39
983,614
969,683
966,109
1,098,411
1,093,758
High Tech Industries 0.1%
Zywave, Inc.(3)(13)(15)(19)
7.43
287,802
272,177
Media: Advertising, Printing & Publishing 0.1%
Ansira Holdings, Inc.(3)(15)(19)
Cruz Bay Publishing, Inc.(3)(15)(19)
P + 3.00%
6/6/2019
566,680
Efficient Collaborative Retail Marketing Company, LLC(3)(15)(19)
Retail 0.0%
Batteries Plus Holding Corporation(3)(15)(19)
Services: Business 0.1%
McKissock, LLC(3)(15)(19)
P + 2.50%
8/5/2019
Sovos Compliance, LLC(2)(3)(5)(15)(19)
(13,204
TEI Holdings Inc.(3)(15)(19)
695,146
693,834
18
Transportation: Cargo 0.3%
ENC Holding Corporation(3)(15)(19)
1,521,775
Direct Travel, Inc.(3)(19)
7,266,436
7,410,022
Second lien senior secured loan 23.2%
Aerospace & Defense 2.9%
TECT Power Holdings, LLC(15)(19)(21)
L + 8.50%
10.07
14,483,760
14,772,727
Automotive 1.3%
OEConnection LLC(15)(19)(21)
L + 8.00%
9.69
11/17/2025
6,396,132
Restaurant Technologies, Inc.(15)(19)(21)
L + 8.75%
10.20
1,663,433
1,697,782
Capital Equipment 1.1%
EXC Holdings III Corp.(15)(21)
L + 7.50%
11/16/2025
5,197,471
5,319,096
Energy: Oil & Gas 2.6%
Bruin E&P Partners, LLC(15)(19)
L + 7.38%
8.90
13,020,000
12,805,884
13,150,200
Healthcare & Pharmaceuticals 5.1%
TecoStar Holdings, Inc.(15)(19)(21)
9,246,013
9,481,414
U.S. Anesthesia Partners, Inc.(15)(19)(21)
8.82
16,288,816
16,553,040
25,534,829
26,034,454
High Tech Industries 4.2%
Intralinks, Inc.(15)(21)
9.70
11/10/2025
13,335,962
13,458,168
nThrive, Inc.(15)(19)(21)
L + 9.75%
11.32
7,980,000
7,960,000
21,315,962
21,418,168
Hotel, Gaming & Leisure 1.0%
NPC International, Inc.(15)(21)
9.05
4,683,039
Insurance 0.4%
L + 6.75%
8.24
11/2/2025
2,029,614
2,064,972
19
Media: Advertising, Printing & Publishing 1.1%
Learfield Communications LLC(15)(19)(21)
5,400,000
5,351,468
5,454,000
1,210,312
1,242,818
Services: Business 1.0%
OPE Inmar Acquisition, Inc.(15)(21)
9.42
5/1/2025
5,058,410
5,003,214
5,048,925
Telecommunications 0.2%
10.19
778,846
771,793
790,042
Transportation: Cargo 1.8%
Direct ChassisLink, Inc.(18)(19)(21)
7.51
8,986,776
9,212,575
Total Second lien senior secured loan
115,433,687
117,487,414
621,714,822
631,465,586
Equity 0.7%
Series A Preferred Units 0.4%
Healthcare & Pharmaceuticals 0.4%
CB Titan Holdings, Inc.(14)(19)
1,963,490
Impala Private Investments, LLC(14)(19)
3,463,490
633,645,701
Controlled Affiliate Investments 37.2%
Corporate Debt 0.4%
First lien senior secured loan 0.4%
Aerospace & Defense 0.4%
BCC Jetstream Holdings Aviation (On II), LLC(10)(11)(19)(20)
Total First lien senior secured loan
20
Equity 36.8%
Equity Interest 36.8%
Aerospace & Defense 1.6%
BCC Jetstream Holdings Aviation (On II), LLC(10)(11)(14)(19)(20)
BCC Jetstream Holdings Aviation (Off I), LLC(6)(10)(11)(14)(19)(20)
7,838,831
8,263,092
Investment Vehicles 35.2%
Antares Bain Capital Complete Financing
Solution LLC(6)(10)(11)(19)
178,052,288
178,409,807
185,780,007
186,672,899
BCC Jetstream Holdings Aviation (On II), LLC(7)(10)(11)(14)(19)(20)
187,617,223
821,262,924
831,578,071
Cash Equivalents 26.4%
133,639,685
954,902,609
965,217,756
21
Forward Foreign Currency Exchange Contracts(8)
Unrealized
Appreciation
(Depreciation)
U.S. DOLLARS 235,405
1/2/2018
(7,139
U.S. DOLLARS 278,347
EURO 238,447
2/2/2018
(8,463
U.S. DOLLARS 16,380,814
EURO 15,080,000
3/6/2018
(1,792,291
(114,837
U.S. DOLLARS 49,293
POUND STERLING 36,384
115
U.S. DOLLARS 40,752
POUND STERLING 30,542
1/12/2018
(562
U.S. DOLLARS 400,093
1/31/2018
(13,196
U.S. DOLLARS 9,647,586
POUND STERLING 7,635,000
(698,500
(614,324
(255,632
(3,504,814
(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’), the Euro Interbank Offered Rate (‘‘EURIBOR’’ or ‘‘E’’), British Pound Sterling LIBOR Rate (‘‘GBP LIBOR’’) or the Prime Rate (‘‘Prime’’ or ‘‘P’’) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR, EURIBOR, GBP LIBOR or Prime and the current weighted average interest rate in effect at December 31, 2017. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR or Prime interest rate floor.
(4) Percentages are based on the Company’s net assets of $506,962,828 as of December 31, 2017.
(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2017, non-qualifying assets totaled 28.1% of the Company’s total assets.
(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling and A represents Euro.
(10) As defined in the 1940 Act, the Company is deemed to be an ‘‘Affiliated Investment’’ of the Company as the Company owns five percent or more of the portfolio company’s securities.
(11) As defined in the 1940 Act, the Company is deemed to ‘‘Control’’ this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.
(12) $50,014 of the total par amount for this security is at P + 3.75%.
(13) $127,912 of the total par amount for this security is at P + 4.00%.
(14) Non-Income Producing.
(21) Assets are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 ‘‘Borrowings’’.
(22) The Company generally earns a higher interest rate on the ‘‘last out’’ tranche of debt, to the extent the debt has been allocated to ‘‘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.
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Organization
Bain Capital Specialty Finance, Inc. (the “Company”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be subject to tax as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), effective with its taxable year ended December 31, 2016. The Company is externally managed by BCSF Advisors, LP (the “Advisor”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”).
The Company’s investment objective is to provide risk-adjusted returns and current income to investors by investing primarily in middle-market companies. The Company intends to focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indication of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies. The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency.
The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.
Basis of Consolidation
As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly owned subsidiary BCSF I, LLC, which was formed on September 20, 2017, in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value. The Company does not consolidate its interest in ABCS. See further description of the Company’s investment in ABCS in Note 3.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Valuation of Portfolio Investments
Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the board of directors of the Company (the “Board”), based on, among other things, the input of the Advisor, the Company’s Audit Committee and one or more independent third party firms engaged by the Board.
With respect to unquoted securities, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. 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 our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:
· The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment or by an independent valuation firm;
· Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor. Agreed upon valuation recommendations are presented to the Audit Committee;
· The Audit Committee of the Board reviews the valuations presented and recommends values for each of the investments to the Board; and
· The Board will discuss valuations and determine the fair value of each investment in good faith based upon, among other things, the input of the Advisor, independent valuation firms, where applicable, and the Audit Committee.
In following this approach, the types of factors that are taken into account in the fair value pricing investments include, as relevant, but not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion. The Company determines the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments. The Company currently conducts this valuation process on a quarterly basis.
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
· Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
· 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.
24
· Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
Securities Transactions, Revenue Recognition and Expenses
The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.
Dividend income on preferred equity investments is recorded 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 investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.
Expenses are recorded on an accrual basis.
Non-Accrual Loans
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s
25
judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of March 31, 2018 and December 31, 2017, no securities had been placed on non-accrual status.
Distributions
Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.
The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.
Dividend Reinvestment Plan
The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends. Prior to the listing of the Company’s shares on a national securities exchange (a “Listing”), stockholders who “opt in” to the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
Subsequent to a Listing, stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
Stockholders can elect to “opt in” or “opt out” of the Company’s dividend reinvestment plan in their Subscription Agreements, as defined in Note 9. The elections of stockholders that make an election prior to a Listing shall remain effective after the Listing.
Segments
In accordance with ASC Topic 280 — Segment Reporting, the Company has determined that our operations comprise only a single reportable segment.
Cash and Cash Equivalents
Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments.
26
Foreign Currency Translation
The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, currency holdings and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation (depreciation) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments, respectively, on the consolidated statements of operations.
Forward Currency Exchange Contracts
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure in foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the consolidated statements of assets and liabilities with changes in the net unrealized appreciation (depreciation) on forward currency exchange contracts recorded on the consolidated statements of operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation (depreciation) on forward currency exchange contracts are recorded on the consolidated statements of assets and liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.
Changes in net unrealized appreciation (depreciation) are recorded on the consolidated statements of operations in net change in unrealized appreciation (depreciation) on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.
Deferred Financing Costs
The Company records costs related to issuance of debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation.
Income Taxes
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
The Company intends to comply with the applicable provisions of the Code, pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years
27
should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of March 31, 2018, the tax years that remain subject to examination is from the year 2016 forward.
Recent Accounting Pronouncements
In March 2017, the FASB issued ASU 2017-08, “Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium by requiring the premium to be amortized to the earliest call date. This new guidance is effective prospectively for fiscal years beginning after December 15, 2018, as well as for interim periods within those fiscal years. Early adoption is permitted for certain types of transactions. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures.
Note 3. Investments
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of March 31, 2018 (with corresponding percentage of total portfolio investments):
Percentage of Total Portfolio
First Lien Senior Secured Loans
528,783,860
58.7
537,573,452
First Lien Last Out Loans
29,316,405
3.3
30,778,911
3.4
Second Lien Senior Secured Loans
15.4
Corporate Bonds
1.4
1.3
Investment Vehicles (1)
20.0
19.9
Equity Interests
9,227,719
1.0
9,763,094
1.1
Preferred Equity
0.2
Total
100.0
(1) Represents equity investment in ABCS.
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):
478,807,128
58.3
485,319,396
58.4
29,329,934
3.6
30,515,994
3.7
115,414,976
14.1
117,467,412
21.7
21.4
9,763,092
1.2
28
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of March 31, 2018 (with corresponding percentage of total portfolio investments):
United States (1)
817,061,768
90.7
825,221,100
90.2
United Kingdom
37,179,923
4.1
40,627,735
4.4
Ireland
23,967,006
2.7
26,352,352
2.9
Sweden
18,279,909
2.0
18,391,880
Netherlands
0.5
(1) Includes equity investment in ABCS.
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):
756,040,605
92.1
761,507,039
91.6
37,158,801
4.5
39,741,793
4.8
23,929,845
25,677,474
3.1
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2018 (with corresponding percentage of total portfolio investments):
High Tech Industries
137,859,394
15.3
138,725,752
15.2
Healthcare & Pharmaceuticals
78,280,938
8.7
79,187,106
8.6
Services: Business
57,753,641
6.4
58,895,315
Energy: Oil & Gas
57,179,099
57,809,836
6.3
Aerospace & Defense
43,905,089
4.9
44,764,490
Hotel, Gaming & Leisure
35,416,079
3.9
35,952,504
Capital Equipment
34,424,393
3.8
35,037,403
Wholesale
3.0
Containers, Packaging & Glass
2.8
Automotive
24,158,168
24,523,335
Consumer goods: non-durable
21,323,757
2.4
21,725,600
Environmental Industries
2.1
2.2
Transportation: Cargo
19,897,571
20,236,641
Construction & Building
1.8
Retail
17,346,006
1.9
17,411,632
Media: Broadcasting & Subscription
Media: Diversified & Production
14,717,954
1.6
16,381,262
Telecommunications
Insurance
12,164,710
12,158,155
Utilities: Electric
Real Estate
Chemicals, Plastics & Rubber
8,422,649
0.9
9,119,159
Consumer goods: durable
0.8
Beverage, Food & Tobacco
6,875,206
6,931,901
Media: Advertising, Printing & Publishing
0.4
Banking
0.0
Transportation: Consumer
29
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):
105,919,464
12.9
106,185,758
12.8
68,318,089
8.3
68,687,910
60,000,491
7.3
60,598,544
44,021,059
5.4
44,898,545
35,301,640
4.3
35,673,127
31,499,131
32,104,902
26,472,225
3.2
26,957,462
24,194,235
24,512,807
20,524,304
2.5
21,886,325
2.6
Consumer Goods: Non-Durable
20,925,794
21,241,067
2.3
Consumer Goods: Durable
14,389,584
14,416,081
1.7
13,476,372
13,778,898
12,192,503
1.5
12,238,811
10,508,551
10,734,350
8,441,194
8,996,750
5,918,148
0.7
6,020,680
4,664,328
0.6
4,801,257
Antares Bain Capital Complete Financing Solution
The Company has entered into a limited liability company agreement with Antares Midco Inc. (“Antares”) to invest in ABC Complete Financing Solution LLC. ABC Complete Financing Solution LLC, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABC Complete Financing Solution LLC’s principal purpose is to make investments through its wholly owned subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”), primarily in senior secured unitranche loans. The Company records its investment in ABCS at fair value. Distributions of income received from ABCS, if any, are recorded as dividend income from controlled affiliate investments in the consolidated statements of operations.
30
The Company and Antares, as members of ABCS, have agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with the Company and Antares contributing up to $425.0 million and $525.0 million, respectively. ABCS is capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions are funded after they have been approved.
Investment decisions of ABCS require the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of the Company and Antares, respectively. Each of the Advisor and Antares source investments for ABCS. The affairs of the Company are conducted by Antares Credit Opportunities Manager LLC, as manager of ABCS.
As of March 31, 2018, ABCS had the following maximum capital contributions, contributions and unfunded capital contributions from its members.
Maximum Capital Contributions
Contributed Capital
Unfunded Capital Contributions
425,000,000
181,045,544
243,954,456
Antares Midco Inc.
525,000,000
223,639,397
301,360,603
950,000,000
404,684,941
545,315,059
As of December 31, 2017, ABCS had the following maximum capital contributions, contributions and unfunded capital contributions from its members.
246,947,712
219,941,870
305,058,130
397,994,158
552,005,842
ABCS entered into a senior credit facility with JP Morgan on November 29, 2017 (the “ABCS Facility”). The ABCS Facility allows ABCS to borrow up to $1.5 billion subject to leverage and borrowing base restrictions. The maturity date of the ABCS Facility is November 29, 2022. As of March 31, 2018 and December 31, 2017, the ABCS Facility had $627.4 million and $592.1 million of outstanding debt under the credit facility, respectively. As of March 31, 2018 and December 31, 2017, the effective rate on the ABCS Facility was 4.30% and 4.30% per annum, respectively.
As of March 31, 2018 and December 31, 2017, ABCS held total investments at fair value of $1,024.7 million and $956.2 million, respectively. As of March 31, 2018 and December 31, 2017, ABCS’s portfolio was comprised of senior secured unitranche loans of 14 and 14 different borrowers, respectively. As of March 31, 2018 and December 31, 2017, there were no loans on non-accrual status. The portfolio companies in ABCS are in industries similar to those in which the Company may invest directly. Below is a summary of ABCS’s portfolio, followed by a portfolio listing as of March 31, 2018 and December 31, 2017:
Total first lien senior secured loans (1)
1,021,386,949
956,536,905
Weighted average yield on first lien unitranche loans (2)
8.4
8.1
Largest loan to a single borrower (1)
119,485,191
106,231,058
Total of five largest loans to borrowers (1)
515,719,184
465,635,606
Number of borrowers in the ABCS
Commitments to fund delayed draw loans (3)
20,593,017
25,087,777
(1) At principal amount.
(2) Based on par amount.
(3) As discussed above, these commitments have been approved by ABCS.
Below is certain summarized financial information for ABCS as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018:
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Selected Balance Sheet Information
Loans
1,019,783,646
956,184,609
Cash, restricted cash and other assets
31,794,271
33,348,801
Total assets
1,051,577,917
989,533,410
Debt (1)
623,192,443
587,657,029
Other liabilities
13,416,010
3,340,372
Total liabilities
636,608,453
590,997,401
Members’ equity
414,969,464
398,536,009
Total liabilities and members’ equity
(1) Net of $4.2 and $4.5 million deferred financing costs for the ABCS Facility, as of March 31, 2018 and December 31, 2017, respectively.
Selected Statement of Operations Information
For the Three Months Ended
Interest Income
19,918,482
Fee income
79,886
Total revenues
19,998,368
Credit facility expenses (1)
8,907,531
Other fees and expenses
1,348,003
10,255,534
9,742,834
Net realized gains
Net change in unrealized appreciation (depreciation) on investments
Net increase in members’ capital from operations
(1) As of March 31, 2018 and December 31 2017, the ABCS Facility had $627.4 million and $592.1 million of outstanding debt, respectively.
Loan Origination and Structuring Fees
ABCS is obligated to pay sourcing fees to the applicable member affiliate which sources the deal. For the three months ended March 31, 2018, the Company did not earn any sourcing fees.
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Schedule of Investments
Portfolio Company
Principal/ Par Amount
Carrying Value
Fair Value (2)
Investments
Corporate Debt
Delayed Draw Term Loan
Winchester Electronics Corporation
8.59
6/30/2022
11,265,912
11,218,501
PRCC Holdings, Inc. (6)
8.39
12,128,569
Solaray, LLC (9)
8.57
9/9/2023
22,770,893
23,088,717
Ansira Holdings, Inc.
8.80
6,212,949
6,325,329
McKissock, LLC
8.30
2,624,768
2,618,206
Direct Travel, Inc.
8.43
54,955,680
55,426,733
First lien senior secured loan
Tidel Engineering, L.P.
L+ 6.25%
8.55
3/1/2024
80,924,185
75,152,266
75,133,165
AP Plastics Group, LLC
8/1/2022
50,843,172
50,781,024
PRCC Holdings, Inc. (5)
75,387,252
75,605,593
126,386,617
126,230,424
Stanton Carpet Corp.
8.38
64,805,183
Solaray, LLC (8)
8.51
86,243,009
85,755,817
87,105,439
76,415,350
77,179,503
Cruz Bay Publishing, Inc. (3)
11,962,715
Cruz Bay Publishing, Inc. (4)
9.07
3,994,904
92,372,969
93,137,122
Efficient Collaborative Retail Marketing Company, LLC
34,508,075
Batteries Plus Holding Corporation
8.64
68,503,938
69,188,978
33
8.30%
8,132,427
8,213,752
17,057,584
17,014,940
TEI Holdings Inc.
8.20%
12/20/2023
118,819,962
119,186,478
144,009,973
144,415,170
ENC Holding Corporation
8.36%
79,682,514
79,603,856
80,479,339
Direct Travel, Inc. (7)
8.65%
113,286,093
112,824,188
964,827,966
969,232,274
1,024,659,007
(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at March 31, 2018. Certain investments are subject to a LIBOR interest rate floor.
(2) Fair Value determined by the Advisor.
(3) $158,063 of the total par amount for this security is at P + 4.75%.
(4) $52,785 of the total par amount for this security is at P + 5.75%.
(5) $393,462 of the total par amount for this security is at P + 5.50%.
(6) $62,615 of the total par amount for this security is at P + 5.50%.
(7) $283,215 of the total par amount for this security is at P + 5.50%.
(8) $218,341 of the total par amount for this security is at P + 5.50%.
(9) $38,975 of the total par amount for this security is at P + 5.50%.
34
Spread Above
Index (1)
Par Amount
L + 6.50%
8.17
11,294,304
8.08
12,191,184
Solaray, LLC
8.07
15,496,531
8.19
6,228,599
7.94
2,631,338
8.01
7,654,382
55,496,338
First Lien Senior Secured Loan
75,343,060
75,272,510
AP Plastics Group, LLC (3)
50,972,104
75,780,714
126,752,818
35
Stanton Carpet Corp. (7)
65,131,658
86,461,350
86,179,604
76,608,806
Cruz Bay Publishing, Inc.
12,170,869
8.47
4,064,416
92,844,091
8.44
35,840,087
8.32
68,677,806
8,152,786
17,100,285
TEI Holdings Inc. (8)
8.13
74,173,614
99,426,685
8.05
71,062,151
7.95
98,576,676
900,688,271
(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’) or the Prime Rate (‘‘Prime’’ or ‘‘P’’) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at December 31, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.
(3) $128,932 of the total par amount for this security is at P + 5.25%.
(7) $163,237 of the total par amount for this security is at P + 5.50%.
(8) $186,836 of the total par amount for this security is at P + 5.50%.
36
Note 4. Fair Value Measurements
Fair Value Disclosures
The following table presents fair value measurements of investments, by major class, cash equivalents and derivatives as of March 31, 2018, according to the fair value hierarchy:
Fair Value Measurements
Level 1
Level 2
Level 3
Investments:
252,878,005
284,695,447
35,438,083
105,752,817
Equity Interest (1)
300,041,948
615,326,342
Cash equivalents
Forward currency exchange contracts (liability)
The following table presents fair value measurements of investments, by major class, as of December 31, 2017, according to the fair value hierarchy:
269,980,309
215,339,087
32,745,280
84,722,132
310,864,469
520,713,602
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2018:
37
Equity Interest
Balance as of January 1, 2018
Purchases of investments and other adjustments to cost
102,664,923
20,618,726
2,993,256
126,276,905
Net accretion of discounts (amortization of premiums)
135,971
11,826
61,933
209,730
Proceeds from principal repayments and sales of investments
(37,696,682
(25,355
(1,337,905
(40,064,951
1,367,669
276,446
426,620
1,865,227
109,302
4,045,266
Net realized gains on investments
1,573
18,493
20,066
Transfers out of Level 3
(5,282,654
Transfers to Level 3
9,408,378
Balance as of March 31, 2018
Change in unrealized appreciation attributable to investments still held at March 31, 2018
1,666,700
4,344,297
Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the three months ended March 31, 2018, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the three months ended March 31, 2018, the transfer from Level 3 to Level 2 was primarily due to increased price transparency.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2017:
Balance as of January 1, 2017
32,735,307
70,438,807
Net accretion of discounts and (amortization of premiums)
46,891
1,094
47,985
(481,504
149,468
(1,094
148,374
20,429,583
22,114,664
Balance as of March 31, 2017
123,318,552
125,003,633
Change in unrealized appreciation Attributable to investments still held at March 31, 2017
149,463
148,369
Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the three months ended March 31, 2017, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the three months ended March 31, 2017, there were no transfers from Level 3 to Level 2.
Significant Unobservable Inputs
ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.
38
Fair Value of Level 3 Assets (1)
Valuation Technique
Range of Significant Unobservable Inputs (Weighted Average (2))
157,139,578
Discounted Cash Flows
Comparative Yields
6.5%-10.5% (8.1%)
Comparable Company Multiple
Book Value Multiple
1x-1x (1x)
6,176,812
Collateral Analysis
Recovery Rate
100%
9.4%-12.0% (11.1%)
48,711,211
8.6%-13.5% (10.0%)
Investment Vehicles(3)
Other
10.0%-10.0% (10.0%)
Total investments
437,242,895
(1) Included within the Level 3 assets of $615,326,342 is an amount of $178,083,447 in which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).
(2) Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.
(3) Represents equity investment in ABCS. The Company determines the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments. The fair value of the loans held by ABCS have been determined based upon recent transactions or the use of discounted cash flows, with comparative yields ranging from 7.8% to 9.7% and a weighted average of 9.2%. The carrying value of the ABCS Facility approximates fair value.
The Company used the discounted cash flows approach and comparable company multiple to determine the fair value of certain Level 3 assets as of March 31, 2018. The significant unobservable input used in the discounted cash flows approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the comparable company multiple approach is the multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2017 were as follows:
151,863,260
3.3%-9.9% (7.6%)
48,767,181
8.6%-12.5% (9.9%)
232,950,291
(1) Included within the Level 3 assets of $520,713,602 is an amount of $287,763,311 in which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions). Of the $287,763,311, $178,409,807 is due to the equity investment in ABCS.
39
The Company used the discounted cash flows approach and comparable company multiple to determine the fair value of certain Level 3 assets as of December 31, 2017. The significant unobservable input used in the discounted cash flows approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the comparable company multiple approach is the multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.
The fair values of the Company’s Revolving Credit Facility and BCSF Revolving Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of March 31, 2018 and December 31, 2017, approximates its carrying value.
Note 5. Related Party Transactions
Investment Advisory Agreement
The Company has entered into an investment advisory agreement as of October 6, 2016, (the “Investment Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities.
Base Management Fee
The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.50% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of our first quarter, our gross assets as of such quarter-end). Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated.
The Advisor, however, has agreed to waive its right to receive Base Management Fee in excess of 0.75% of the aggregate gross assets excluding cash (including capital drawn to pay the Company’s expenses) during any period prior to a Qualified IPO. A “Qualified IPO” is an initial public offering of the Company’s common stock that results in an unaffiliated public float of at least the lower of (A) $75 million and (B) 15% of the aggregate capital commitments received prior to the date of such initial public offering. If a Qualified IPO does not occur, such fee waiver will remain in place through liquidation of the Company. The Advisor will not be permitted to recoup any waived amounts at any time and the waiver agreement may only be modified or terminated prior to a Qualified IPO with the approval of the Board.
For the three months ended March 31, 2018 and 2017, Base Management Fee charged amounted to $1.6 million and $0.3 million, respectively. As of March 31, 2018 and December 31, 2017, $1.6 million and $1.2 million remained payable, respectively.
Incentive Fee
The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.
The first part, the income incentive fee, is calculated and payable quarterly in arrears and equals:
(a) 100% of the excess of our pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.5% per quarter (6% annualized) (the “Hurdle”), until the Advisor has received a “catch-up” equal to:
(i) 15% of the pre-incentive fee net investment income for the current quarter prior to a Qualified IPO, or
(ii) 17.5% of the pre-incentive fee net investment income for the current quarter after a Qualified IPO; and
(b) (i) 15% of all remaining pre-incentive fee net investment income above the “catch-up” prior to a Qualified IPO, or
(ii) 17.5% of all remaining pre-incentive fee net investment income above the “catch-up” after a Qualified IPO.
The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year (or upon a Qualified IPO or termination of the Investment Advisory Agreement), and equals:
40
(a) prior to a Qualified IPO, 15% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”), or
(b) after a Qualified IPO, 17.5% of the Cumulative Capital Gains.
Incentive Fee on Pre-Incentive Fee Net Investment Income
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 we receive 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 incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), 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.
Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee 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 for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.
Pre-incentive fee net investment income will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.5% per quarter (6% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter. If market interest rates rise, the Company may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Advisor to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income. Our pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of our total assets (other than cash but including assets purchased with borrowed amounts) used to calculate the Base Management Fee.
Prior to the occurrence of a Qualified IPO, the Company will pay the income incentive fee in each calendar quarter as follows:
· no income incentive fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle Amount;
· 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 Amount but is less than or equal to an amount (the “Pre-Qualified IPO Catch-Up Amount”) determined on a quarterly basis by multiplying 1.7647% by the Company’s net asset value at the beginning of each applicable calendar quarter. The Pre-Qualified IPO Catch-Up Amount is intended to provide the Advisor with an incentive fee of 15% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches the Pre-Qualified IPO Catch-Up Amount in any calendar quarter; and
· for any calendar quarter in which the Company’s pre-incentive fee net investment income exceeds the Pre-Qualified IPO Catch-Up Amount, the income incentive fee shall equal 15% of the amount of the Company’s pre-incentive fee net investment income for the calendar quarter.
On and after the occurrence of a Qualified IPO, the Company will pay the income incentive fee in each calendar quarter as follows:
· 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 Amount but is less than or equal to an amount (the “Post-Qualified IPO Catch-Up Amount”) determined on a quarterly basis by multiplying 1.8182% by the Company’s net asset value at the beginning of each applicable calendar quarter. The Post-Qualified IPO Catch-Up Amount is intended to provide the Advisor with an incentive fee of 17.5% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches the Post-Qualified IPO Catch-Up Amount in any calendar quarter; and
41
· for any calendar quarter in which the Company’s pre-incentive fee net investment income exceeds the Post-Qualified IPO Catch-Up Amount, the income incentive fee shall equal 17.5% of the amount of the Company’s pre-incentive fee net investment income for the calendar quarter.
These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Company during the current quarter. The Company does not currently intend to institute a share repurchase program and share repurchases will be effected only in extremely limited circumstances in accordance with applicable law. If the Qualified IPO occurs on a date other than the first day of a calendar quarter, the income incentive fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after a Qualified IPO based on the number of days in such calendar quarter before and after a Qualified IPO.
For the three months ended March 31, 2018 and 2017, the Company incurred $1.6 million and $0.0 million of income incentive fees, respectively, which is included in incentive fees on the consolidated statements of operations. As of March 31, 2018 and December 31, 2017, there was $1.6 million and $0.0 million related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.
Annual Incentive Fee Based on Capital Gains
The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals (i) 15% of our realized capital gains as of the end of the fiscal year prior to a Qualified IPO, and (ii) 17.5% of our realized capital gains as of the end of the fiscal year after a Qualified IPO. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal 15% before a Qualified IPO or 17.5% after a Qualified IPO, as applicable, of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.
If a Qualified IPO occurs on a date other than the first day of a fiscal year, a capital gains incentive fee shall be calculated as of the day before the Qualified IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the Qualified IPO occurred. For the avoidance of doubt, such capital gains incentive fee shall be equal to 15% of the Company’s realized capital gains on a cumulative basis from inception through the day before the Qualified IPO, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following a Qualified IPO, solely for the purposes of calculating the capital gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to a Qualified IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to a Qualified IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15%. In the event that the Investment Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.
There was no capital gains incentive fee payable to the Advisor under the Investment Advisory Agreement as of March 31, 2018 and December 31, 2017.
U.S. GAAP requires that the incentive fee accrual considers the cumulative aggregate realized gains and losses and unrealized capital appreciation or depreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such realized gains and losses or unrealized capital appreciation or depreciation were realized, even though such realized gains and losses and unrealized capital appreciation or depreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation or depreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the investment advisory agreement, and may never be paid based upon the computation of incentive fees in subsequent periods.
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For the three months ended March 31, 2018 and 2017, the Company incurred $0.4 million and $0.1 million of incentive fees related to the GAAP Incentive Fee, respectively, which is included in incentive fees on the consolidated statements of operations. As of March 31, 2018 and December 31, 2017, there was $1.4 million and $1.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.
Administration Agreement
The Company has entered into an administration agreement (the “Administration Agreement”) with the Administrator, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company may reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.1 million for the three months ended March 31, 2018 and 2017, respectively, which is included in other general and administrative expenses on the consolidated statement of operations. The Administrator will waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.
Co-investments
We may invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order we received from the SEC initially on August 23, 2016 and amended on March 23, 2018 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
Related Party Commitments
The Advisor has a made commitments of $10.8 million to the Company as of March 31, 2018 and December 31, 2017 of which $5.8 million and $4.8 million have been called by the Company as of March 31, 2018 and December 31, 2017, respectively. As of March 31, 2018 and December 31, 2017, the Advisor held 290,702.14 and 241,527.73 shares of the Company, respectively. An affiliate of the Advisor is the investment manager to certain investment companies which are investors in the Company. Collectively, these investors have made commitments to the Company of $555.3 million as of March 31, 2018 and December 31, 2017 of which $277.6 million and $222.1 million, respectively, has been called by the Company as of March 31, 2018 and December 31, 2017, respectively. These investors held 13,803,351.58 and 11,070,200.25 shares of the Company at March 31, 2018 and December 31, 2017, respectively.
Controlled Affiliate Investments
Transactions during the three months ended March 31, 2018 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control are as follows:
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Fair Value as of December 31, 2017
Gross Addition
Gross Reductions
Change in Unrealized Gains (Losses)
Realized Gains (Losses)
Fair Value as of March 31, 2018
Dividend and Interest Income
Other Income
Antares Bain Capital Complete Financing Solution LLC
BCC Jetstream Holdings Aviation (On II), LLC (1)
BCC Jetstream Holdings Aviation (On II), LLC
BCC Jetstream Holdings Aviation (Off I), LLC
68,854
(1) Non-income producing.
Note 6. Borrowings
In accordance with the 1940 Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the 1940 Act, is at least 2 to 1 after such borrowing. As of March 31, 2018 and December 31, 2017, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 2.63 to 1 and 2.12 to 1, respectively.
The Company’s outstanding borrowings as of March 31, 2018 and December 31, 2017 were as follows:
Total Aggregate Principal Amount Committed
Principal Amount Outstanding
Revolving Credit Facility
150,000,000
139,398,750
BCSF Revolving Credit Facility
500,000,000
250,000,000
301,000,000
Total Debt
650,000,000
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2018 and year ended December 31, 2017 are 3.76% and 3.40%, respectively.
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The following table shows the contractual maturities of our debt obligations as of March 31, 2018:
Payments Due by Period
Less than 1 year
1 — 3 years
3 — 5 years
More than 5 years
Total Debt Obligations
Revolving Credit Agreement
On December 22, 2016, we entered into the revolving credit agreement (“Revolving Credit Agreement”). The maximum commitment amount under the revolving credit facility (the “Revolving Credit Facility”) is $150.0 million, and may be increased up to $350.0 million (“Maximum Commitment”) with the consent of Sumitomo Mitsui Banking Corporation (“SMBC”) or reduced upon request of the Company. Proceeds under the Revolving Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The Revolving Credit Agreement contains certain covenants, including, but not limited to, maintaining an asset coverage ratio of total assets to total borrowings of at least 2 to 1. As of March 31, 2018 and December 31, 2017, we were in compliance with these covenants. The Company’s obligations under the Revolving Credit Agreement are secured by the capital commitments and capital contributions to the Company.
Borrowings under the Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. We pay an unused commitment fee of: (a) where the Maximum Commitment which is unused on such date is greater than fifty (50) percent of the Maximum Commitment, a rate of 20 basis points (0.20%) per annum; or (b) where the Maximum Commitment which is unused on such date is less than or equal to fifty (50) percent of the Maximum Commitment, a rate of 15 basis points (0.15%) per annum. Interest is payable in arrears either on a one month, two month, three month or six month LIBOR period. Any amounts borrowed under the Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) December 22, 2019; (b) the date upon which SMBC declares the obligations, or the obligations become, due and payable after the occurrence of an event of default under the Revolving Credit Facility; (c) the date upon which we terminate the commitments under the Revolving Credit Facility; and (d) 45 days prior to the earlier of (1) the date upon which the commitment period under the Subscription Agreements, as defined in Note 9, terminates and (2) the date upon which the ability to make capital calls and receive capital contributions otherwise terminates.
As of March 31, 2018, we had $139.4 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. As of December 31, 2017, we had $150.0 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. We intend to continue to utilize the Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes.
Costs of $1.1 million were incurred in connection with obtaining the Revolving Credit Agreement which have been recorded as deferred financing costs on the consolidated statements of assets and liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method.
For the three months ended March 31, 2018 and 2017, the components of interest expense related to the Revolving Credit Facility were as follows:
Borrowing interest expense
1,056,935
33,458
Unused facility fee
3,533
71,791
Total interest and debt financing expenses
1,150,696
On October 4, 2017, we entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with the Company as equity holder, BCSF I, LLC as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to
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$750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of March 31, 2018, the Company was in compliance with these covenants.
Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. We pay an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.
As of March 31, 2018 and December 31, 2017, there were $250.0 million and $301.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and were in compliance with the terms of the BCSF Revolving Credit Facility. We intend to continue to utilize the BCSF Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes.
Costs of $5.5 million were incurred in connection with obtaining the BCSF Revolving Credit Facility which have been recorded as deferred financing costs on the consolidated statements of assets and liabilities and are being amortized over the life of the BCSF Revolving Credit Facility using the straight-line method.
For the three months ended March 31, 2018 and 2017, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:
2,696,109
178,725
263,367
3,138,201
Note 7. Derivatives
The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure in foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of March 31, 2018 and December 31, 2017 is included on the consolidated schedule of investments by contract. The Company posted collateral of $7.9 million and $4.4 million with the counterparties on foreign currency exchange contracts at March 31, 2018 and December 31, 2017, respectively. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities.
For the three months ended March 31, 2018, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $82.6 million. For the three months ended March 31, 2017, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $2.0 million.
By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.
The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other
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arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of March 31, 2018.
Account in the consolidated statements of assets and liabilities
Gross amount of assets on the consolidated statements of assets and liabilities
Gross amount of (liabilities) on the consolidated statements of assets and liabilities
Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities
Cash Collateral paid (received) (1)
Net Amounts (2)
Bank of New York
Unrealized depreciation on forward currency contracts
(1,118,243
1,118,243
(1,445,080
1,445,080
(1) Amount excludes excess cash collateral paid.
(2) Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.
The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2017.
(2,877,294
2,877,294
(627,520
627,520
The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended March 31, 2018 and 2017 was as follows:
Total net realized and unrealized losses on forward currency exchange contracts
(2,375,894
Note 8. Distributions
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2018:
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Date Declared
Record Date
Payment Date
Amount Per Share
Total Distributions
March 28, 2018
May 17, 2018
0.34
Total distributions declared
During the three months ended March 31, 2017, there were no distributions declared.
The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Note 9. Common Stock/Capital
The Company has authorized 100,000,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.
Since October 2016, the Company has issued 31,204,831.44 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor has entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor has made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors will be required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice, which will be delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of March 31, 2018 and December 31, 2017, aggregate commitments relating to the Private Offering were $1.3 billion and $1.3 billion, respectively. The remaining unfunded capital commitments related to these Subscription Agreements totaled $627.3 million and $752.6 million as of March 31, 2018 and December 31, 2017, respectively. As of March 31, 2018 and December 31, 2017, BCSF Advisors, LP contributed in aggregate $5.8 million to the Company and received 290,702.14 shares of the Company and contributed $4.8 million to the Company and received 241,527.73 shares of the Company, respectively. At March 31, 2018 and December 31, 2017, BCSF Advisors, LP owned 0.93% and 0.97%, respectively, of the outstanding common stock of the Company.
The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements and shares issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2018 and 2017:
Shares
Amount
Total capital drawdowns
6,163,522.52
11,281,229.37
Dividend reinvestment
65,496.52
62.87
Total capital drawdowns and dividend reinvestment
6,229,019.04
11,281,292.24
Note 10. Commitments and Contingencies
Commitments
The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
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As of March 31, 2018, the Company had $95.9 million of unfunded commitments under loan and financing agreements as follows:
Expiration Date (1)
Unfunded Commitments (2) (3)
Ansira Holdings, Inc. — Revolver
7,083,500
AP Plastics Group, LLC — Revolver
7,565,178
Batteries Plus Holding Corporation — Revolver
3,187,575
Captain D’s LLC — Revolver
1,334,627
Clinical Innovations — Revolver
998,161
Cruz Bay Publishing R/C — Revolver
2,833,400
CST Buyer Company — Revolver
897,478
Direct Travel, Inc.— Revolver
4,250,100
Dorner Manufacturing Corp. — Revolver
769,218
Efficient Collaborative Retail Marketing Company, LLC — Revolver
3,541,750
ENC Holding Corporation — Revolver
9,066,880
Endries International, Inc. — Delayed Draw Term Loan
753,288
Endries International, Inc. — Revolver
2,018,212
FineLine Technologies, Inc. — Revolver
2,620,724
Great Expressions Dental Centers PC — Delayed Draw Term Loan
667,000
Great Expressions Dental Centers PC — Revolver
200,057
International Entertainment Investments Limited — Delayed Draw Term Loan
579,154
Lakeland Tours, LLC — Delayed Draw Term Loan
12/6/2024
186,596
McKissock, LLC — Revolver
2,125,050
PRCC Holdings, Inc. — Revolver
Solaray, LLC — Revolver
8,075,190
Sovos Compliance, LLC — Delayed Draw Term Loan
4,838,710
Sovos Compliance, LLC — Revolver
1,451,615
Stanton Carpet Corp. — Revolver
TEI Holdings Inc. — Revolver
2,408,390
Tidel Engineering, L.P. — Revolver
5,666,800
Winchester Electronics Corporation — Revolver
Zywave, Inc. — Revolver
959,339
Total First Lien Senior Secured Loans
86,119,942
Other Unfunded Commitments
9,735,064
Total Other Unfunded Commitments
95,855,006
(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2) Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of March 31, 2018.
(3) Unfunded commitments represent unfunded commitments to fund investments, excluding our investment in ABCS as of March 31, 2018.
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As of December 31, 2017, the Company had $111.3 million of unfunded commitments under loan and financing agreements as follows:
843,289
659,330
9,811,825
3,278,355
2,576,787
183,386
558,414
K-Mac Holdings Corp. — Revolver
1,440,000
8,500,200
991,316
93,544,434
NPC International, Inc. — Delayed Draw Term Loan
8,000,716
Total Second Lien Senior Secured Loans
111,280,214
(2) Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2017.
(3) Unfunded commitments represent unfunded commitments to fund investments, excluding our investment in ABCS as of December 31, 2017.
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Contingencies
In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.
Note 11. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of March 31, 2018 and December 31, 2017, there were no dilutive shares.
The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the three months ended March 31, 2018 and 2017:
Basic and diluted
Net increase in net assets from operations
Weighted average common shares outstanding
Earnings per common share-basic and diluted
Note 12. Financial Highlights
The following is a schedule of financial highlights for the three months ended March 31, 2018 and 2017:
Per share data:
Net asset value at beginning of period
20.10
Net investment income (1)
Net realized gain (loss) (1) (7)
(0.10
0.02
Net change in unrealized appreciation (1) (2) (8)
0.17
0.03
Net increase in net assets resulting from operations (1) (9) (10)
0.37
0.14
Stockholder distributions from net investment income (3)
(0.34
Net asset value at end of period
Shares outstanding at end of period
31,204,831.44
16,772,174.54
Total return based on net asset value (4)
1.82
0.70
Ratios:
Ratio of net investment income to average net assets (5) (12)
7.06
1.91
Ratio of total expenses to average net assets (5) (12)
4.93
2.13
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5) (12)
2.95
0.35
Ratio of expenses (without incentive fees) to average net assets (5) (12)
4.59
2.09
Ratio of incentive fees to average net assets (5) (11)
0.04
Average debt outstanding
404,632,500
6,351,969
Portfolio turnover (6)
7.44
2.77
Total committed capital, end of period
1,255,319,125
842,159,090
Ratio of total contributed capital to total committed capital, end of period
50.03
40.06
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(1) The per share data was derived by using the weighted average shares outstanding during the period.
(2) Net change in unrealized appreciation on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.
(3) The per share data for distributions reflects the actual amount of distributions declared during the period.
(4) Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan. Total return has not been annualized.
(5) The computation of average net assets during the period is based on averaging net assets for the period reported.
(6) Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the period reported.
(7) Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts and net realized gain (loss) on foreign currency transactions.
(8) Net change in unrealized appreciation (depreciation) includes net change in unrealized appreciation on investments, net change in unrealized depreciation on forward currency exchange contracts and net change in unrealized appreciation on foreign currency translation.
(9) The sum of quarterly per share amounts may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.
(10) Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase in net assets per share on the consolidated statements of operations due to rounding.
(11) Ratio is not annualized.
(12) Ratio is annualized. Incentive fees included within the ratio are not annualized.
Note 13. Subsequent Events
On April 17, 2018, the Company delivered a capital drawdown notice to its investors due on May 1, 2018 relating to the sale of 6,160,338.84 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of $125,547,705.50. The sale closed on May 1, 2018. Following this sale, approximately 60% of the Company’s total commitments are drawn.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2018. The information contained in this section should also be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).
Overview
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 as a Delaware corporation structured as an externally managed, closed-end, non-diversified management investment company. The Company commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Company will not be subject to tax on its income to the extent that it distributes substantially all of its income each taxable year and satisfies other applicable income tax requirements.
The Company is managed by BCSF Advisors, LP (the “Advisor”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”). The Company management consists of investment and administrative professionals from the Advisor and Administrator along with the board of directors (the “Board”). The Advisor directs and executes the investment operations and capital raising activities of the Company subject to oversight from the Board, which sets the
broad policies of the Company. The Board has delegated investment management of the Company’s investment assets to the Advisor. The Board consists of five directors, three of whom are independent.
Our primary focus is capitalizing on opportunities within Bain Capital Credit’s senior direct lending strategy which seeks to provide risk-adjusted returns and current income to investors by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). We intend to focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. We may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. We may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities. Our investments are subject to a number of risks. Leverage is expected to be utilized to help us meet our investment objective. Any such leverage, if incurred, would be expected to increase the total capital available for investment by us.
We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
We may borrow money from time to time within the levels permitted by the 1940 Act (which generally allows us to incur leverage for up to one-half of our assets). In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook.
We expect that our level of investment activity will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make. During the quarter ended March 31, 2018, the Company’s investment pace was slower than the target. However, the Advisor currently believes that, as the Company continues to ramp up its portfolio, the investment pace will increase towards the target rate over time.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Market Overview
With respect to returns, while loan spreads have tightened in the past few quarters, yields have remained relatively stable due to upward movement in LIBOR rates. During recent quarters, the Advisor has also noted stable all-in-yields. In addition, as we move later in the credit cycle, the Advisor has observed that sponsors and companies are more frequently utilizing EBITDA add-backs to demonstrate run-rate profitability. In an environment where the Advisor believes corporate profits are nearing cyclical peaks, the Advisor is increasingly skeptical of these add-backs and always incorporates such add-backs into its loan underwriting process. Despite the aforementioned headwinds, the Advisor continues to believe the investment set broadly provides attractive risk/return investment opportunities for the Company although caution is warranted.
Revenues
We primarily generate revenue in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market
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discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2018 and December 31, 2017, 98.1% and 98.4%, respectively, of our debt investments, based on fair value, bear interest at a floating rate, which may be subject to interest rate floors. Trends in base interest rates, such as LIBOR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income on preferred equity investments is recorded 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 investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Our primary operating expenses include the payment of fees to the Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
· our initial organizational costs incurred prior to the commencement of our operations up to a maximum of $1.5 million;
· operating costs incurred prior to the commencement of our operations;
· the cost of calculating our net asset value, including the cost of any third-party valuation services;
· the cost of effecting sales and repurchases of shares of our common stock and other securities;
· fees payable to third parties relating to making investments, including the Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
· interest expense and other costs associated with our indebtedness;
· transfer agent and custodial fees;
· out-of-pocket fees and expenses associated with marketing efforts;
· federal and state registration fees and any stock exchange listing fees;
· U.S. federal, state and local taxes;
· independent directors’ fees and expenses;
· brokerage commissions and markups;
· fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;
· direct costs, such as printing, mailing, long distance telephone and staff;
· fees and expenses associated with independent audits, tax compliance and outside legal costs;
· costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
· other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of the Board) of overhead.
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All of the foregoing expenses are ultimately borne by our stockholders.
From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. We will reimburse the Administrator or such affiliates thereof for any such amounts paid on our behalf. The Administrator will waive its right to be reimbursed in the event that such reimbursements would cause any distributions to our stockholders to constitute a return of capital.
We may also enter into additional credit facilities or other debt arrangements to partially fund our operations, and could incur costs and expenses including commitment, origination, or structuring fees and the related interest costs associated with any amounts borrowed.
Portfolio and Investment Activity
During the three months ended March 31, 2018, we invested $143.7 million in 25 portfolio companies, including ABCS, and had $65.0 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $78.8 million for the period.
During the three months ended March 31, 2017, we invested $89.8 million in 13 portfolio companies and had $4.2 million in aggregate amount of principal repayments and sales, resulting in net investments of $85.6 million for the period.
The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2018:
Weighted Average Yield
First Lien Senior Secured Loans (1)
6.7
First Lien Last Out Loans (1)
8.0
Second Lien Senior Secured Loans (1)
9.5
Corporate Bonds (1)
7.8
Investment Vehicles (1) (2)
13.5
N/A
Total (1)
(1) Computed for debt investments based upon the annual interest rate at March 31, 2018, divided by the total par amount of investments. For investments with floating interest rates, the yield calculation is computed using the contract rate at March 31, 2018. Weighted average yield for Investment Vehicles represents the weighted average levered yield of the Company’s proportionate investment in ABCS at March 31, 2018. Weighted average yield for Investment Vehicles is computed based upon (1) the weighted average of the interest rate of investments held by ABCS less (2) the weighted average interest rate of the ABCS Facility, divided by the Company’s par amount in ABCS. Total weighted average yield is the weighted average of the yields of the debt investments and the Investment Vehicles in ABCS. The weighted average yield does not represent the total return to our stockholders.
(2) Represents equity investment in ABCS.
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2017:
6.2
9.4
13.0
8.2
(1) Computed for debt investments based upon the annual interest rate at December 31, 2017, divided by the total par amount of investments. For investments with floating interest rates, the yield calculation is computed using the contract
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rate at December 31, 2017. Weighted average yield for Investment Vehicles represents the weighted average levered yield of the Company’s proportionate investment in ABCS at December 31, 2017. Weighted average yield for Investment Vehicles is computed based upon (1) the weighted average of the interest rate of investments held by ABCS less (2) the weighted average interest rate of the ABCS Facility, divided by the Company’s par amount in ABCS. Total weighted average yield is the weighted average of the yields of the debt investments and the Investment Vehicles in ABCS. The weighted average yield does not represent the total return to our stockholders.
The following table presents certain selected information regarding our investment portfolio as of March 31, 2018:
Number of portfolio companies (2)
92
Percentage of debt bearing a floating rate(1)
98.1
Percentage of debt bearing a fixed rate (1)
(1) Measured on a fair value basis.
(2) Includes ABCS as a single portfolio company. For details of portfolio companies held within ABCS, refer to the selected financial data of ABCS.
The following table presents certain selected information regarding our investment portfolio as of December 31, 2017:
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98.4
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of March 31, 2018:
Percentage at Amortized Cost
Percentage at Fair Value
Performing
Non-accrual
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2017:
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s
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judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of March 31, 2018:
Percentage of Total
11.8
11.6
Foreign cash
2,305,610
51.7
51.8
13.6
17.6
1,023,342,691
1,038,109,176
The following table shows the amortized cost and fair value of the investment portfolio and cash and cash equivalents and foreign cash as of December 31, 2017:
14.5
14.4
1,383,845
0.1
49.8
49.9
12.0
12.1
18.5
18.4
962,153,058
972,496,215
57
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The Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
· assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
· periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
· comparisons to our other portfolio companies in the industry, if any;
· attendance at and participation in board meetings or presentations by portfolio companies; and
· review of monthly and quarterly financial statements and financial projections of portfolio companies.
The Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, the Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
· An investment is rated 1 if, in the opinion of the Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.
· An investment is rated 2 if, in the opinion of the Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.
· An investment is rated 3 if, in the opinion of the Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).
· An investment is rated 4 if, in the opinion of the Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of March 31, 2018:
Investment Performance Rating
Number of Companies
1
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The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2017:
The Company has entered into a limited liability company agreement with Antares Midco Inc. (“Antares”) to invest in ABC Complete Financing Solution LLC. ABC Complete Financing Solution LLC, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABC Complete Financing Solution LLC’s principal purpose is to make investments through its wholly owned subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”), primarily in senior secured unitranche loans. The Company records its investment in ABCS at fair value. Distributions of income received from ABCS, if any, are recorded as dividend income from controlled investments in the consolidated statements of operations.
The following table shows the ABCS maximum capital contributions, contributions and unfunded capital contributions from its members as of March 31, 2018.
The following table shows the ABCS maximum capital contributions, contributions and unfunded capital contributions from its members as of December 31, 2017.
ABCS entered into a senior credit facility with JP Morgan on November 29, 2017 (the “ABCS Facility”). The ABCS Facility allows ABCS to borrow up to $1.5 billion subject to leverage and borrowing base restrictions. The maturity date of the ABCS Facility is November 29, 2022. As of March 31, 2018 and December 31, 2017, the ABCS Facility had $627.4 million and $592.1 million of outstanding debt under the ABCS facility, respectively. As of March 31, 2018 and December 31, 2017, the effective rate on the ABCS Facility was 4.30% and 4.30% per annum, respectively.
As of March 31, 2018 and December 31, 2017, ABCS held total investments at fair value of $1,024.7 million and $956.2 million, respectively. As of March 31, 2018 and December 31, 2017, ABCS’s portfolio was comprised of senior secured unitranche loans of 14 and 14 different borrowers, respectively. As of March 31, 2018 and December 31, 2017, there were no loans on
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non-accrual status. The portfolio companies in ABCS are in industries similar to those in which the Company may invest directly. Below is a summary of ABCS’s portfolio, followed by a portfolio listing as of March 31, 2018 and December 31, 2017:
(1) As of March 31, 2018 and December 31 2017, the ABCS Facility had $ million and $592.1 million of outstanding debt, respectively.
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62
63
64
65
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Results of Operations
Operating results of the Company for the three months ended March 31, 2018 and 2017 were as follows:
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.
Investment Income
During the three months ended March 31, 2018, the Company’s investment income was comprised of $17.5 million of interest income and other income, which includes $0.3 million from the accretion of discounts and $4.6 million from the distribution from ABCS.
During the three months ended March 31, 2017, the Company’s investment income was comprised of $2.2 million of interest income, which includes $0.2 million from the accretion of discounts.
Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2018 and 2017 were as follows:
Interest and Debt Financing Expenses
Interest and debt financing expenses includes interest, amortization of deferred financing costs, upfront commitment fees and fees on the unused portion of the revolving credit facility (the “Revolving Credit Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”) and the revolving credit agreement (the “BCSF Revolving Credit Facility”, together with the BCSF Revolving Credit Facility, the “Revolving Credit Facilities”) with Goldman Sachs Bank USA. As of March 31, 2018, the Revolving Credit Facilities had an outstanding balance of $389.4 million. As of December 31, 2017, the Revolving Credit Facility had an outstanding balance of $451.0 million. Interest and debt financing expenses for the three months ended March 31, 2018 and March 31, 2017 were approximately
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$4.3 million and $0.2 million, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 3.76% and 3.40% as of March 31, 2018 and December 31, 2017, respectively.
Net Change in Unrealized Appreciation (Depreciation) on Investments and Forward Currency Exchange Contracts
For the three months ended March 31, 2018, we had $4.4 million in net unrealized appreciation on 119 investments in 92 portfolio companies. Unrealized appreciation for the three months ended March 31, 2018 resulted from an increase in fair value, primarily due to positive valuation adjustments. During the three months ended March 31, 2018, we entered into forward currency exchange contracts to reduce our exposure to foreign currency exchange rate fluctuations. For the three months ended March 31, 2018, we had $0.9 million in unrealized appreciation on forward currency exchange contracts, which was substantially offset by an increase in the unrealized appreciation on our investments due to foreign currency fluctuations.
For the three months ended March 31, 2017, we had $0.7 million in unrealized appreciation on 37 investments in 25 portfolio companies. Unrealized appreciation for the three months ended March 31, 2017 resulted from an increase in fair value, primarily due to positive valuation adjustments. During the three months ended March 31, 2017, we entered into forward currency exchange contracts to reduce our exposure to foreign currency exchange rate fluctuations. For the three months ended March 31, 2017, we had ($0.3) million in unrealized depreciation on forward currency exchange contracts, which was substantially offset by an increase in the unrealized appreciation on our investments due to foreign currency fluctuations.
Net Realized Gain (Loss) on Investments
During the three months ended March 31, 2018, we had sales and principal repayments of $65.0 million resulting in $0.3 million of net realized gains. During the three months ended March 31, 2017, we had sales and principal repayments of $4.2 million, resulting in $0.1 million of net realized gains.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2018 and 2017, the net increase in net assets resulting from operations was $11.4 million and $1.6 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2018 and 2017, our per share net increase in net assets resulting from operations was $0.39 and $0.15, respectively.
Cash Flows
For the three months ended March 31, 2018, cash, foreign cash and cash equivalents decreased by $18.2 million. During the same period, we used $75.9 million in operating activities, primarily as a result of purchases of investments, slightly offset by proceeds from principal payments of investments. During the three months ended March 31, 2018, we generated $57.4 million from financing activities, primarily from borrowings on our Revolving Credit Facilities and the issuance of common stock, offset by repayments on our Revolving Credit Facilities.
For the three months ended March 31, 2017, cash, foreign cash and cash equivalents increased by $101.4 million. During the same period, we used $67.2 million in operating activities, primarily as a result of purchases of investments, slightly offset by proceeds from principal payments of investments. During the three months ended March 31, 2017, we generated $168.3 million from financing activities, primarily from issuance of common stock reduced by net repayments on our Revolving Credit Facility.
Financial Condition, Liquidity and Capital Resources
At March 31, 2018 and December 31, 2017, we had $122.7 million and $140.9 million in cash, foreign cash and cash equivalents, respectively. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.
We expect to generate additional cash from (1) future offerings of our common or preferred shares; (2) borrowings from our Revolving Credit Facilities and from other banks or lenders; and, (3) cash flows from operations.
At March 31, 2018 cash on hand, combined with our uncalled capital commitments of $627.3 million and $250.0 million undrawn amount on our Revolving Credit Facilities, is expected to be sufficient for our investing activities and to conduct our operations for at least the next twelve months.
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Capital Share Activity
The Company has entered into Subscription Agreements with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 business days’ prior notice. As of March 31, 2018 and December 31, 2017, we had received capital commitments of $1.3 billion, of which $10.8 million was from BCSF Advisors, LP. As of March 31, 2018, we had received capital contributions totaling $628.0 million, of which $5.8 million was from BCSF Advisors, LP. As of December 31, 2017, we had received capital contributions totaling $502.6 million, of which $4.8 million was from BCSF Advisors, LP.
During the three months ended March 31, 2018, pursuant to the Subscription Agreements, we delivered capital drawdown notices to our investors relating to the issuance of 6,163,522.52 of our common shares for an aggregate offering of $125.4 million. During the three months ended March 31, 2017, we received additional capital commitments of $295.8 million, and pursuant to the Subscription Agreements, we delivered capital drawdown notices to our investors relating to the issuance of 11,281,229.37 of our common shares for an aggregate offering of $227.5 million. Proceeds from the issuance were used to fund our investing activities and for other general corporate purposes.
As of March 31, 2018 and December 31, 2017, we received all amounts relating to the capital drawdown notices. During the three months ended March 31, 2018, we issued 65,496.52 shares of our common stock to investors who have opted into our dividend reinvestment plan. During the three months ended March 31, 2017, we issued 62.87 shares of our common stock to investors who have opted into our dividend reinvestment plan.
On December 22, 2016, we entered into the revolving credit agreement (the “Revolving Credit Agreement”). The maximum commitment amount under the Revolving Credit Facility is $150.0 million, and may be increased up to $350.0 million (“Maximum Commitment”) with the consent of SMBC or reduced upon request of the Company. Proceeds under the Revolving Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The Revolving Credit Agreement contains certain covenants, including, but not limited to maintaining an asset coverage ratio of total assets to total borrowings of at least 2 to 1. As of March 31, 2018 and December 31, 2017, we were in compliance with these covenants. The Company’s obligations under the Revolving Credit Agreement are secured by the capital commitments and capital contributions to the Company.
Borrowings under the Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. We pay an unused commitment fee of: (a) where the Maximum Commitment which is unused on such date is greater than fifty (50) percent of the Maximum Commitment, a rate of 20 basis points (0.20%) per annum; or (b) where the Maximum Commitment which is unused on such date is less than or equal to fifty (50) percent of the Maximum Commitment, a rate of 15 basis points (0.15%) per annum. Interest is payable in arrears either on a one month, two month, three month or six month LIBOR period. Any amounts borrowed under the Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) December 22, 2019; (b) the date upon which SMBC declares the obligations, or the obligations become, due and payable after the occurrence of an event of default under the Revolving Credit Facility; (c) the date upon which we terminate the commitments under the Revolving Credit Facility; and (d) 45 days prior to the earlier of (1) the date upon which the commitment period under the subscription agreements terminates and (2) the date upon which the ability to make capital calls and receive capital contributions otherwise terminates.
As of March 31, 2018, we had $139.4 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. As of December 31, 2017, we had $150.0 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. We intend to continue to utilize the Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes. See “Note 6. Borrowings” for more detail on the Revolving Credit Facility.
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On October 4, 2017, we entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with the Company as equity holder, BCSF I, LLC as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of March 31, 2018, the Company was in compliance with these covenants.
As of March 31, 2018 and December 31, 2017, there were $250.0 million and $301.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and were in compliance with the terms of the BCSF Revolving Credit Facility. We intend to continue to utilize the BCSF Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes. See “Note 6. Borrowings” for more detail on the BCSF Revolving Credit Facility.
In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain limited exceptions, we are currently permitted to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, is at least 2 to 1 after such borrowing. As of March 31, 2018 and December 31, 2017, our asset coverage ratio was 2.63 to 1 and 2.12 to 1, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
Distribution Policy
Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.
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We have elected to be subject to tax as a RIC under the Code, beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we did not incur any U.S. federal income tax.
We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.
The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends. Prior to the listing of the Company’s shares on a national securities exchange (a “Listing”), stockholders who “opt in” to the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions. Subsequent to a Listing, stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions. Stockholders can elect to “opt in” or “opt out” of the Company’s dividend reinvestment plan in their Subscription Agreements, as defined. The elections of stockholders that make an election prior to a Listing shall remain effective after the Listing. Any dividends reinvested through the issuance of shares through our dividend reinvestment plan will increase our gross assets on which the base management fee and the incentive fee are determined and paid to the Advisor.
The following table summarizes distributions declared during the three months ended March 31, 2018:
There were no distributions declared to stockholders for the three months ended March 31, 2017.
Commitments and Off-Balance Sheet Arrangements
As of March 31, 2018 and December 31, 2017, the Company had unfunded capital commitments related to Subscription Agreements of $627.3 million and $752.6 million, respectively.
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.
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As of March 31, 2018, our unfunded capital commitments consisted of the following:
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As of December 31, 2017, our unfunded capital commitments consisted of the following:
(3) Unfunded commitments represent unfunded commitments to fund investments.
Significant Accounting Estimates and Critical Accounting Policies
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The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Revenue Recognition
We record our investment transactions on a trade date basis. Realized gains and losses are based on the specific identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
Dividend income on preferred equity investments is recorded 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 investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by us are recorded as other income when the services are rendered.
Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be representative with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained, in some cases, primarily illiquid securities, multiple quotes may not be available and the mid of the bid/ask from one broker will be used. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board, based on, among other things, the input of the Advisor, the Company’s Audit Committee and one or more independent third party firms engaged by the Board.
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· The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment or by an independent valuation firm.
· Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor. Agreed upon valuation recommendations are presented to the Audit Committee.
· The Audit Committee of the Board reviews the valuations presented and recommends values for each of the investments to the Board: and
In following this approach, the types of factors that are taken into account in the fair value pricing investments include, as relevant, but not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio companies ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion. The Company determines the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments. The Company currently conducts this valuation process on a quarterly basis.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. 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 our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
Assuming that the statement of financial condition as of March 31, 2018 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Increase (Decrease) in
Net Increase (Decrease) in
Change in Interest Rates
Interest Expense
Net Investment Income
Down 25 basis points
(1,610,187
(973,497
(636,690
Up 100 basis points
6,807,353
3,893,988
2,913,365
Up 200 basis points
14,787,369
7,787,975
6,999,394
Up 300 basis points
22,816,153
11,681,963
11,134,190
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our Revolving Credit Agreement. Instead of entering into a foreign exchange forward contract in connection with loans or other
investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment.
Item 4. Controls and Procedures
As of March 31, 2018 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the three months ended March 31, 2018, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended March 31, 2018, we issued 65,496.52 shares of common stock under our dividend reinvestment plan. The issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our dividend reinvestment plan during the quarter ended March 31, 2018 was approximately $1,392,579. Other than the shares issued under our dividend reinvestment plan during the quarter ended March 31, 2018, we did not sell any unregistered equity securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2018 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).
Exhibit
Number
Description of Document
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.1
Investment Advisory Agreement, dated October 6, 2016, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.2
Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.3
Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.4
Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.5
Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.6
Revolving Credit Agreement, dated December 22, 2016, among the Company, as Borrower, BCSF Holdings, L.P., as the Feeder Fund, and BCSF Holdings Investors, L.P., as the Feeder Fund General Partner and Sumitomo Mitsui Banking Corporation, as Sole Lead Arranger, Administrative Agent, Letter of Credit Issuer and Lender. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on December 23, 2016).
10.7
Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.7. to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 13, 2017).
24.1
Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on March 29, 2017).
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
* Filed herewith.
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: May 10, 2018
By:
/s/ Michael A. Ewald
Name:
Michael A. Ewald
Title:
Chief Executive Officer
/s/ Sally F. Dornaus
Sally F. Dornaus
Chief Financial Officer