Filed Pursuant to Rule 424(b)(2)
Registration No.: 333-255478
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated August 6, 2021)
2,500,000 Shares
Common Stock
We are offering for sale 2,500,000 shares of our common stock.
Crescent Capital BDC, Inc. is a business development company that seeks to provide capital solutions to middle market companies with sound business fundamentals. We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. We may on occasion invest in larger or smaller companies. Our investments may include non-cash income features, including payment-in-kind interest and original issue discount. We may also invest in securities that are rated below investment grade (e.g., junk bonds) by rating agencies or that would be rated below investment grade if they were rated.
We are externally managed by our investment advisor, Crescent Cap Advisors, LLC, an investment advisor that is registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. CCAP Administration LLC provides certain administrative services and other services necessary for us to operate.
Our common stock is traded on The NASDAQ Global Market under the symbol CCAP. On November 12, 2021, the last reported sales price of our common stock on The NASDAQ Global Market was $20.79, per share. The net asset value per share of our common stock at September 30, 2021 (the last date prior to the date of this prospectus on which we determined net asset value) was $21.16.
Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the matters discussed under Risk Factors beginning on page 15 of the accompanying prospectus and the matters discussed in the documents incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.
This prospectus supplement and the accompanying prospectus concisely provide important information about us that you should know before investing in our common stock. We may also authorize one or more free writing prospectuses to be provided to you in connection with this offering (such free writing prospectus and this prospectus supplement collectively referred to hereinafter as the prospectus supplement). Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference, before you invest and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the SEC). This information is available free of charge by calling us collect at (310) 235-5900, by sending an e-mail to us at investor.relations@crescentcap.com or on our website at https://www.crescentbdc.com. The SEC also maintains a website at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into this prospectus supplement or the accompanying prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Share |
Total |
|||||||
Public offering price |
$ | 19.35 | $ | 48,375,000 | ||||
Underwriting discounts and commissions (sales load)(1) |
$ | | $ | | ||||
Additional supplemental payment to the underwriters by Crescent Cap Advisors, LLC(2) |
$ | 1.98 | $ | 4,950,000 | ||||
Proceeds to Crescent Capital BDC, Inc. (before estimated expenses of $500,000) |
$ | 21.33 | $ | 53,325,000 |
(1) | Crescent Cap Advisors, LLC has agreed to pay all of the underwriting commissions to the underwriters of approximately $1.9 million, or $0.774 per share (or approximately $2.2 million, or $0.774 per share if the option to purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table. All other expenses of the offering will be borne by us. |
(2) | Crescent Cap Advisors, LLC has agreed to pay the underwriters an additional supplemental payment of approximately $5.0 million, or $1.98 per share (or approximately $5.7 million, or $1.98 per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering. |
The underwriters may also purchase up to an additional 375,000 shares from us at the public offering price, within 30 days from the date of this prospectus supplement. If the underwriters exercise this option in full, the total public offering price will be approximately $55.6 million, the underwriting commissions (sales load) paid by Crescent Cap Advisors, LLC will be approximately $2.2 million, the additional supplemental payment to the underwriters paid by Crescent Cap Advisors, LLC will be approximately $5.7 million and our total proceeds, before estimated expenses, will be approximately $61.3 million.
The shares will be ready for delivery on or about November 18, 2021.
BofA Securities | Wells Fargo Securities | Morgan Stanley | Keefe, Bruyette & Woods | |||
A Stifel Company |
RBC Capital Markets |
Co-Managers | ||
Oppenheimer & Co. | SMBC Nikko |
The date of this prospectus supplement is November 15, 2021.
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement or the accompanying prospectus, as applicable. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus supplement may add, update or change information contained in the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.
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Prospectus
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Some of the statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference herein and therein, involve a number of risks and uncertainties, including statements concerning:
| uncertainty surrounding the financial stability of the United States, Europe and China; |
| the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; |
| potential fluctuation in quarterly operating results; |
| potential impact of economic recessions or downturns; |
| adverse developments in the credit markets; |
| regulations governing our operation as a business development company; |
| operation in a highly competitive market for investment opportunities; |
| changes in interest rates may affect our cost of capital and net investment income; |
| the impact of changes in the London Interbank Offered Rate (LIBOR) on our operating results; |
| financing investments with borrowed money; |
| potential adverse effects of price declines and illiquidity in the corporate debt markets; |
| the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general; |
| lack of liquidity in investments; |
| the outcome and impact of any litigation; |
| the timing, form and amount of any dividend distributions; |
| risks regarding distributions; |
| potential adverse effects of new or modified laws and regulations; |
| the social, geopolitical, financial, trade and legal implications of Brexit; |
| potential resignation of the Advisor and or the Administrator; |
| uncertainty as to the value of certain portfolio investments; |
| defaults by portfolio companies; |
| our ability to successfully complete and integrate any acquisitions; |
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| risks associated with original issue discount (OID) and payment-in-kind (PIK) interest income; and |
| the market price of our common stock may fluctuate significantly. |
We use words such as anticipates, believes, expects, intends, will, should, may and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in Risk Factors in the accompanying prospectus and the other information included in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference herein and therein.
You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus supplement or the accompanying prospectus, as applicable, including any documents incorporated by reference. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
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This summary highlights some of the information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under Risk Factors in the accompanying prospectus and the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. Except where the context suggests otherwise, the terms CCAP, Crescent Capital, we, us, our, and the Company refer to Crescent Capital BDC, Inc. The term Advisor refers to Crescent Cap Advisors, LLC, a Delaware limited liability company. The term Administrator refers to CCAP Administration LLC, a Delaware limited liability company. The term Crescent refers to Crescent Capital Group LP and its controlled affiliates.
Overview
We are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (the Inception). On January 30, 2020, we changed our state of incorporation from the State of Delaware to the State of Maryland. On January 31, 2020, the Company completed a transaction to acquire Alcentra Capital Corporation in a cash and stock transaction (the Alcentra Acquisition). The Company was listed and began trading on the NASDAQ stock exchange on February 3, 2020.
We have elected to be treated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). In addition, we have 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 such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in qualifying assets, source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
We are managed by our investment advisor, Crescent Cap Advisors, LLC (the Advisor), an investment advisor that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the Advisers Act). An affiliate of our Advisor, CCAP Administration LLC (the Administrator) provides the administrative services necessary for us to operate. Our management consists of investment and administrative professionals from the Advisor and Administrator along with our Board of Directors (the Board). The Advisor directs and executes our investment operations and capital raising activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Advisor. The Board consists of five directors, four of whom are independent.
Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to achieve our investment objectives by investing primarily in secured debt (including senior secured first lien, unitranche and senior secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated over-the-counter market (i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, we may from time to time invest in more liquid broadly syndicated loans and bonds to complement our private credit transactions.
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Our investment objective is accomplished through:
| accessing the origination channels that have been developed and established by Crescent; |
| originating investments in what we believe to be middle-market companies with strong business fundamentals, generally controlled by private equity investors that require capital for growth, acquisitions, recapitalizations, refinancings and leveraged buyouts; |
| applying Crescents underwriting standards; and |
| leveraging Crescents experience and resources to monitor our investments. |
Our investment philosophy emphasizes capital preservation through credit selection and risk mitigation. We expect our targeted portfolio to provide downside protection through conservative cash flow and asset coverage requirements, priority in the capital structure and information requirements.
As a BDC under the 1940 Act and a RIC under the Code, our portfolio is subject to diversification and other requirements. See Certain U.S. Federal Income Tax Consequences in our most recent Annual Report on Form 10-K and Certain U.S. Federal Income Tax Consequences in the accompanying prospectus.
We may borrow money from time to time within the levels permitted by the 1940 Act (up to 150% of asset coverage requirement). In determining whether to borrow money, we 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. The use of borrowed funds or the proceeds of preferred stock offerings to make investments has its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock. See Item 1A. Risk FactorsRisks Relating to Our Business and StructureWe are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income. Further, changes in LIBOR or its discontinuation may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio in the accompanying prospectus.
The Investment Advisor
The Advisor, a Delaware limited liability company and an affiliate of Crescent, acts as our investment adviser. The Advisor is a registered investment adviser under the Advisers Act. Our investment activities are managed by the Advisor, which is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. The Advisor has entered into a Resource Sharing Agreement (the Resource Sharing Agreement) with Crescent, pursuant to which Crescent provides the Advisor with experienced investment professionals (including the members of the Advisors investment committee) and access to Crescents resources so as to enable the Advisor to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Advisor capitalizes on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Crescents investment professionals.
About Crescent
Crescent Capital Corporation, a predecessor to the business of Crescent, was formed in 1991 by Mark Attanasio and Jean-Marc Chapus as an asset management firm specializing in below-investment grade debt securities. In
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1995, Crescent Capital Corporation was acquired by The TCW Group, Inc. (TCW) and rebranded as TCWs Leveraged Finance Group. On January 1, 2011, Messrs. Attanasio and Chapus, along with the entire investment team, spun out of TCW and formed Crescent, an employee-owned, registered investment adviser. With its headquarters in Los Angeles, Crescent has over 180 employees based in four offices in the U.S. and Europe. Messrs. Attanasio and Chapus head Crescents management committee, which oversees all of Crescents operations. On January 5, 2021, Sun Life Financial Inc. (together with its subsidiaries and joint ventures, Sun Life) acquired a majority interest in Crescent (the Sun Life Transaction). There were no changes to our investment objective, strategies and process or to the Crescent team responsible for the investment operations as a result of the Sun Life Transaction.
Corporate Information
Our administrative and principal executive offices are located at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, telephone number (310) 235-5900.
Recent Developments
On October 27, 2021, we entered into a senior secured revolving credit agreement (the SMBC Corporate Revolving Facility) with Sumitomo Mitsui Banking Corporation, as Administrative Agent, Collateral Agent and Lender and concurrently terminated our $200.0 million corporate revolving facility with Ally Bank (the Corporate Revolving Facility). The maximum principal amount of the SMBC Corporate Revolving Facility is $300.0 million, subject to availability under the borrowing base. Borrowings under the SMBC Corporate Revolving Facility bear interest at LIBOR plus 1.875% or 2.000%, subject to certain provisions in the SMBC Corporate Revolving Facility agreement, with no LIBOR floor. Any amounts borrowed under the SMBC Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on October 27, 2026.
On November 5, 2021, our Board of Directors declared the following cash dividends:
Cash Dividend Type |
Record Date | Payment Date | Amount Per Share |
|||||
Regular |
December 31, 2021 | January 17, 2022 | $ | 0.41 | ||||
Special |
December 3, 2021 | December 15, 2021 | $ | 0.05 | ||||
Special |
March 4, 2022 | March 15, 2022 | $ | 0.05 | ||||
Special |
June 3, 2022 | June 15, 2022 | $ | 0.05 | ||||
Special |
September 2, 2022 | September 15, 2022 | $ | 0.05 |
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The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus supplement or the accompanying prospectus contains a reference to our fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, stockholders will indirectly bear such fees or expenses as investors in Crescent Capital.
Stockholder transaction expenses (as a percentage of offering price): |
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Sales load |
| (1) | ||
Offering expenses |
1.03 | %(2) | ||
Dividend reinvestment plan expenses |
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Variable Transaction Fees |
(3) | |
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Total stockholder transaction expenses paid |
1.03 | % | ||
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Annual expenses (as a percentage of consolidated net assets attributable to common stock)(4): |
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Base management fees |
2.30 | %(5) | ||
Incentive fees payable under Investment Advisory Agreement |
1.72 | %(6) | ||
Interest payments on borrowed funds |
3.11 | %(7) | ||
Other expenses |
0.90 | %(8) | ||
Acquired fund fees and expenses |
0.44 | %(9) | ||
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Total annual expenses |
8.47 | %(10) | ||
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(1) | The underwriting discounts and commissions with respect to the shares sold in this offering, which is a one-time fee, is the only sales load paid in connection with this offering. Crescent Cap Advisors, LLC has agreed to pay all of the underwriting commissions to the underwriters of approximately $1.9 million, or $0.774 per share (or approximately $2.2 million, or $0.774 per share if the option to purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table. |
(2) | Amount reflects estimated offering expenses of approximately $500,000 based on the 2,500,000 shares offered in this offering (assuming that the underwriters do not exercise their option to purchase additional shares). |
(3) | The expenses of the dividend reinvestment plan are included in Other expenses. The plan administrators fees under the plan are paid by us. If a participant elects by notice to the plan administrator in advance of termination to have the plan administrator sell part or all of the shares held by the plan administrator in the participants account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of up to $15.00 plus a $0.10 per share fee from the proceeds. See Dividend Reinvestment Plan in the accompanying prospectus for more information. |
(4) | The consolidated net assets attributable to common stock used to calculate the percentages in this table is our average net assets of $585,720,000 for the nine months ended September 30, 2021. |
(5) | The base management fee referenced in the table above is estimated by annualizing the actual base management fees incurred during the nine months ended September 30, 2021. The base management fee under the Amended and Restated Investment Advisory Agreement, dated as of January 5, 2021, by and between us and the Advisor (the Investment Advisory Agreement) is calculated and payable quarterly in arrears at an annual rate of 1.25% of our average gross assets, including assets purchased with borrowed funds or other forms of leverage, but, excluding cash and cash equivalents, investment in Great American Capital Partners II LP (GACP II) and WhiteHawk III Onshore Fund LP (Whitehawk) and adjusted for |
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share issuances or repurchases. For more detailed information about the base management fee and the Investment Advisory Agreement, please see Note 3 to our consolidated financial statements for the quarter ended September 30, 2021. |
(6) | The incentive fee referenced in the table above is estimated by annualizing the actual income fees incurred during the nine months ended September 30, 2021. |
The incentive fee consists of two parts, one based on income and the other based on capital gains, that are determined independent of each other, with the result 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 100% of the pre-incentive fee net investment income for the immediately preceding calendar quarter, if any, that exceeds a preferred return of 1.75% per quarter (7% annualized) (the Hurdle), but is less than or equal to 2.1212% in the calendar quarter; and 17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.1212% in the calendar quarter provided, however, that the Advisor has agreed to waive the Income Incentive Fee from February 1, 2020 through July 31, 2021. The Advisor has notified the Company that, upon expiration of the current fee waivers on July 31, 2021, it intends to voluntarily waive income incentive fees to the extent net investment income falls short of the declared dividend on a full dollar basis through December 31, 2022. The Advisor has also voluntarily waived its right to receive the income incentive fees attributable to the investment income accrued by the Company as a result of its investments in GACP II and WhiteHawk III Onshore Fund LP. |
| The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year at a rate of 17.5% of our realized capital gains, if any, on a cumulative basis from the 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. |
For more detailed information about the incentive fee, please see Note 3 to our consolidated financial statements for the quarter ended September 30, 2021.
(7) | Interest payments on borrowed funds referenced in the table above are estimated by annualizing the actual amounts incurred during the nine month ended September 30, 2021 adjusted to remove a one-time acceleration of deferred financing costs. |
At September 30, 2021, the weighted average effective interest rate for total debt outstanding was 3.32%. We may borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. Our stockholders indirectly bear the costs of borrowings under any debt instruments that we may enter into.
(8) | Other expenses referenced in the table above are estimated by annualizing the actual amounts incurred during the nine months ended September 30, 2021. |
Other expenses include various overhead expenses, professional fees, director fees, and payments under the Amended and Restated Administration Agreement. See Corporate Governance-Certain Relationships and Related Party Transactions-Administration Agreements in our most recent Annual Report on Form 10-K.
(9) | Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under Section 3(a) of the 1940 Act but for the exceptions to that definition provided for in Sections 3(c)(1) and 3(c)(7) of the 1940 Act. |
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(10) | Total annual expenses as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage and increase our total assets. The SEC requires that the Total annual expenses percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any income based fees or capital gains incentive fees accrued during the period), rather than the total assets, including assets that have been funded with borrowed monies. |
Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock, assuming asset coverage ratio of 205% (Corporations actual asset coverage as of September 30, 2021) and total annual expenses of 8.47% of net assets attributable to common stock as set forth in the fees and expenses table above, and (x) a 5.0% annual return resulting entirely from net realized capital gains (none of which is subject to the incentive fee) and (y) a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains). Transaction expenses are included in the following example. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including cost of debt, if any, and other expenses) may be greater or less than those shown.
1 year | 3 years | 5 years | 10 years | |||||||||||||
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the capital gains incentive fee)(1) |
$ | 89 | $ | 257 | $ | 411 | $ | 749 | ||||||||
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the capital gains incentive fee)(2) |
$ | 98 | $ | 279 | $ | 444 | $ | 792 |
(1) | Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation. |
(2) | Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely. |
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Because the income portion of the incentive fee under the Investment Advisory Agreement is unlikely to be significant assuming a 5% annual return, the second example assumes that the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the capital gains portion of the incentive fee under the Investment Advisory Agreement. The income portion of the incentive fee under the Investment Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. If we achieve sufficient returns on our investments, including through net realized capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from net asset value.
This example and the expenses in the table above should not be considered a representation of our future expenses as actual expenses (including the cost of debt, if any, and other expenses) that we may incur in the future and such actual expenses may be greater or less than those shown.
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The following table of financial highlights is intended to help a prospective investor understand the Companys financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2020 and 2019 are derived from our consolidated financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus supplement or the accompanying prospectus or our Annual Reports on Form 10-K filed with the SEC, which may be obtained from www.sec.gov or upon request. The financial data set forth in the following table as of and for the nine months ended September 30, 2021 and 2020 are derived from our unaudited financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim period. Interim results as of and for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations included in the accompanying prospectus, any documents incorporated by reference in this prospectus supplement or the accompanying prospectus or our Annual Reports on Form 10-K filed with the SEC.
For the nine months ended September 30, 2021 |
For the nine months ended September 30, 2020 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
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Per Share Data: |
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Net asset value, beginning of period |
$ | 19.88 | $ | 19.50 | $ | 19.50 | $ | 19.43 | ||||||||
Net investment income after tax |
1.25 | 1.33 | 1.80 | 1.83 | ||||||||||||
Net realized and unrealized gains (losses) on investments and forward contracts, net of taxes |
1.26 | (0.60 | ) | 0.18 | (0.14 | ) | ||||||||||
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Net increase (decrease) in net assets resulting from operations |
2.51 | 0.73 | 1.98 | 1.69 | ||||||||||||
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Effect of equity issuances, net of share repurchases and rounding |
| 0.07 | 0.04 | 0.03 | ||||||||||||
Distributions declared from net investment income |
(1.23 | ) | (1.23 | ) | (1.64 | ) | (1.64 | ) | ||||||||
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Distributions from net realized gains |
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Total distributions to stockholders |
(1.23 | ) | (1.23 | ) | (1.64 | ) | (1.64 | ) | ||||||||
Offering costs |
| | | (0.01 | ) | |||||||||||
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Total increase (decrease) in net assets |
1.28 | (0.43 | ) | 0.38 | 0.07 | |||||||||||
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Net asset value, end of period |
$ | 21.16 | $ | 19.07 | $ | 19.88 | $ | 19.50 | ||||||||
Shares outstanding, end of period |
28,167,360 | 28,167,360 | 28,167,360 | 20,862,314 | ||||||||||||
Weighted average shares outstanding |
28,167,360 | 27,518,708 | 27,681,757 | 17,344,640 | ||||||||||||
Market value at end of period |
$ | 19.13 | $ | 12.75 | $ | 14.57 | $ | | ||||||||
Total return based on market value |
40.31 | % | -14.10 | % | 1.47 | % | | % | ||||||||
Total return based on net asset value |
12.63 | % | 4.10 | % | 10.36 | % | 8.81 | % |
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For the nine months ended September 30, 2021 |
For the nine months ended September 30, 2020 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
|||||||||||||
Ratio/Supplemental Data: |
||||||||||||||||
Net assets, end of period |
$ | 596,152 | $ | 537,090 | $ | 560,000 | $ | 406,917 | ||||||||
Ratio of total net expenses to average net assets |
8.01 | % | 5.43 | % | 5.34 | % | 6.54 | % | ||||||||
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets |
2.85 | % | 2.25 | % | 2.24 | % | 2.50 | % | ||||||||
Ratio of net investment income before taxes to average net assets |
8.43 | % | 10.29 | % | 10.10 | % | 9.61 | % | ||||||||
Ratio of interest and credit facility expenses to average net assets |
3.34 | % | 3.18 | % | 3.10 | % | 4.03 | % | ||||||||
Ratio of incentive fees to average net assets |
1.82 | % | | | % | | % | |||||||||
Ratio of portfolio turnover to average investments at fair value |
28.50 | % | 20.31 | % | 28.01 | % | 23.97 | % | ||||||||
Weighted average debt outstanding |
$ | 507,072 | $ | 405,912 | $ | 421,066 | $ | 275,905 | ||||||||
Asset coverage ratio |
205 | % | 225 | % | 217 | % | 225 | % |
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We estimate that the net proceeds we will receive from the sale of 2,500,000 shares of our common stock in this offering will be approximately $52.8 million (or approximately $60.8 million if the underwriters fully exercise their option to purchase 375,000 additional shares), in each case based on proceeds to us of approximately $21.33 per share, representing a public offering price of approximately $19.35 per share, including the additional supplemental payment of approximately $1.98 per share that the Advisor has agreed to pay to the underwriters, which reflects the difference between the public offering price and the proceeds per share received by us in this offering, and also including estimated offering expenses of $500,000 payable by us, but excluding the underwriting commissions of approximately $1.9 million (or approximately $2.2 million if the underwriters fully exercise their option to purchase additional shares). The Advisor has agreed to pay all of the underwriting discounts and commissions in connection with this offering.
We expect to use the net proceeds of this offering for general corporate purposes, which may include the repayment of outstanding indebtedness, if any, under our $350 million loan and security agreement of our wholly owned subsidiary Crescent Capital BDC Funding, LLC (the SPV Asset Facility) ($306.5 million outstanding as of November 12, 2021) and our $300 million SMBC Corporate Revolving Facility ($104.3 million outstanding as of November 12, 2021) and investing in portfolio companies in accordance with our investment objective.
The interest charged on the indebtedness incurred under the SPV Asset Facility is based on LIBOR plus an applicable spread between 1.65% or 2.10%, determined based on the proportion of liquid and illiquid loans pledged to the SPV Asset Facility. The stated maturity date for the SPV Asset Facility is June 22, 2026. The interest rate charged on the indebtedness incurred under the SMBC Corporate Revolving Facility is based on LIBOR plus 1.875% or 2.000%, subject to certain provisions in the SMBC Corporate Revolving Facility agreement, with no LIBOR floor. Any amounts borrowed under the SMBC Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on October 27, 2026.
Affiliates of certain of the underwriters are lenders under the SPV Asset Facility and the SMBC Corporate Revolving Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the SPV Asset Facility and the SMBC Corporate Revolving Facility.
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The following table sets forth our cash and capitalization on September 30, 2021. You should read this table together with Use of Proceeds described in this prospectus supplement and our most recent balance sheet included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2021, filed with the SEC on November 10, 2021 and incorporated by reference herein.
As of September 30, 2021 (unaudited, in $ thousands) |
||||
Cash and cash equivalents (including restricted cash) |
$ | 19,494 | ||
|
|
|||
Debt(1) |
||||
SPV Asset Facility(1) |
$ | 276,747 | ||
Corporate Revolving Facility(1) |
100,154 | |||
2023 Unsecured Notes |
50,000 | |||
2026 Unsecured Notes |
135,000 | |||
Total Debt |
561,901 | |||
Stockholders Equity |
||||
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively) |
| |||
Common stock, par value $0.001 per share (200,000,000 common shares authorized and 28,167,360 common shares issued and outstanding, respectively) |
28 | |||
Paid-in capital in excess of par value |
594,658 | |||
Accumulated earnings (loss) |
1,466 | |||
|
|
|||
Total stockholders equity |
596,152 | |||
|
|
|||
Total capitalization |
$ | 1,158,053 | ||
|
|
(1) | The above table reflects the principal amount of indebtedness outstanding as of September 30, 2021. On October 27, 2021, the Company entered into the SMBC Corporate Revolving Facility with Sumitomo Mitsui Banking Corporation as Administrative Agent, Collateral Agent and lender and concurrently terminated pursuant to its terms, the Corporate Revolving Facility, which was previously disclosed in the Companys Current Report on Form 8-K filed with the SEC on September 5, 2019. As of November 12, 2021, indebtedness under the SPV Asset Facility and the SMBC Corporate Revolving Facility were $306.5 million and $104.3 million, respectively. The net proceeds from this offering are expected to be used for general corporate purposes, which may include the repayment of indebtedness under our SPV Asset Facility and SMBC Corporate Revolving Facility and investing in portfolio companies in accordance with our investment objective. See Use of Proceeds. |
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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
The information required by this item is contained in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 10, 2021 and incorporated by reference herein.
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BofA Securities, Inc., Wells Fargo Securities LLC, Morgan Stanley & Co. LLC and Keefe, Bruyette & Woods, Inc. (the Representatives) are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in a purchase agreement between us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.
Underwriter |
Number of Shares |
|||
BofA Securities, Inc. |
647,750 | |||
Wells Fargo Securities, LLC |
583,000 | |||
Morgan Stanley & Co. LLC |
583,000 | |||
Keefe, Bruyette & Woods, Inc. |
323,750 | |||
RBC Capital Markets, LLC |
259,000 | |||
Oppenheimer & Co. Inc. |
51,750 | |||
SMBC Nikko Securities America, Inc. |
51,750 | |||
|
|
|||
Total |
2,500,000 | |||
|
|
Subject to the terms and conditions set forth in the purchase agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreement may be terminated.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.
The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officers certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Commissions and Discounts
The underwriters have advised us that they propose initially to offer the shares to the public at the public offering price on the cover page of this prospectus supplement and to certain other Financial Industry Regulatory Authority (FINRA) members at that price less a concession not in excess of $0.46 per share. After the public offering, the public offering price, concession and discount may be changed. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.
The following table shows the per share and total underwriting discounts and commissions to the underwriters assuming both no exercise and full exercise of the underwriters option to purchase up to an additional 375,000 shares.
Per Share | Without Option | With Option | ||||||||||
Public offering price |
$ | 19.35 | $ | 48,375,000 | $ | 55,631,250 | ||||||
Underwriting discounts and commissions (sales load)(1) |
$ | | $ | | $ | | ||||||
Additional supplemental payment to the underwriters by the Advisor(2) |
$ | 1.98 | $ | 4,950,000 | $ | 5,692,500 | ||||||
Proceeds to Crescent Capital BDC, Inc. (before offering expenses of $500,000) |
$ | 21.33 | $ | 53,325,000 | $ | 61,323,750 |
(1) | Our Advisor has agreed to pay all of the underwriting commissions to the underwriters of approximately $1.9 million, or $0.774 per share (or approximately $2.2 million, or $0.774 per share if the option to |
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purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table. All other expenses of the offering will be borne by us. |
(2) | Our Advisor has agreed to pay the underwriters an additional supplemental payment of approximately $5.0 million, or $1.98 per share (or approximately $5.7 million, or $1.98 per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering. |
Option to Purchase Additional Shares
We have granted an option to the underwriters to purchase up to 375,000 additional shares of common stock at the price per share set forth on the cover page of this prospectus supplement. The underwriters may exercise this option for 30 days from the date of this prospectus supplement. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriters initial amount reflected in the above table.
No Sales of Similar Securities
We have agreed, with exceptions, not to sell or transfer any common stock, or any securities convertible into or exercisable or exchangeable for common stock, for 90 days after the date of this prospectus supplement without first obtaining the written consent of the Representatives.
Our executive officers and directors and Crescent Cap Advisors and certain of its affiliates have agreed, with exceptions, not to sell or transfer any common stock, or any securities convertible into or exercisable or exchangeable for common stock, for 90 days after the date of this prospectus supplement without first obtaining the written consent of the Representatives. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:
| offer, pledge, sell or contract to sell any common stock, |
| sell any option or contract to purchase any common stock, |
| purchase any option or contract to sell any common stock, |
| grant any option, right or warrant for the sale of any common stock, |
| lend or otherwise dispose of or transfer any common stock, |
| request or demand that we file a registration statement related to the common stock, or |
| enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. |
This lock-up provision applies to common stock and any securities convertible into or exercisable or exchangeable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.
NASDAQ Global Market Listing
The shares are listed on The NASDAQ Global Market under the symbol CCAP.
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Short Positions
In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. Naked short sales are sales in excess of the option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering.
Similar to other purchase transactions, the underwriters purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on The NASDAQ Global Market, in the over-the-counter market or otherwise.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Passive Market Making
In connection with this offering, the underwriters may engage in passive market making transactions in the common stock on The NASDAQ Global Market in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act), during a period before the commencement of offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market makers bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters are not required to engage in passive market making and may end passive market making activities at any time.
Electronic Offer, Sale and Distribution of Shares
The underwriters may make prospectuses available in electronic (PDF) format. A prospectus in electronic (PDF) format may be made available on a web site maintained by the underwriters, and the underwriters may distribute such prospectuses electronically. The underwriters may allocate a limited number of shares for sale to their online brokerage customers.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial
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and non-financial activities and services. The underwriters and their respective affiliates have provided in the past and may provide from time to time in the future in the ordinary course of their business certain commercial banking, financial advisory, investment banking and other services to Crescent and its affiliates and managed funds and Crescent Capital or our portfolio companies for which they have received or will be entitled to receive separate fees. In particular, the underwriters or their affiliates may execute transactions with Crescent Capital or on behalf of Crescent Capital, Crescent or any of our or their portfolio companies, affiliates and/or managed funds. In addition, the underwriters or their affiliates may act as arrangers, underwriters or placement agents for companies whose securities are sold to or whose loans are syndicated to Crescent, Crescent Capital or Crescent Cap Advisors, LLC and their affiliates and managed funds.
Affiliates of certain of the underwriters may be investors in private investment funds affiliated with our investment adviser, Crescent Cap Advisors, LLC.
The underwriters or their affiliates may also trade in our securities, securities of our portfolio companies or other financial instruments related thereto for their own accounts or for the account of others and may extend loans or financing directly or through derivative transactions to Crescent, Crescent Capital, Crescent Cap Advisors, LLC or any of our portfolio companies.
We may purchase securities of third parties from the underwriters or their affiliates after the offering. However, we have not entered into any agreement or arrangement regarding the acquisition of any such securities, and we may not purchase any such securities. We would only purchase any such securities ifamong other thingswe identified securities that satisfied our investment needs and completed our due diligence review of such securities.
After the date of this prospectus supplement, the underwriters and their affiliates may from time to time obtain information regarding specific portfolio companies or us that may not be available to the general public. Any such information is obtained by the underwriters and their affiliates in the ordinary course of their business and not in connection with the offering of the common stock. In addition, after the offering period for the sale of our common stock, the underwriters or their affiliates may develop analyses or opinions related to Crescent, Crescent Capital or our portfolio companies and buy or sell interests in one or more of our portfolio companies on behalf of their proprietary or client accounts and may engage in competitive activities. There is no obligation on behalf of these parties to disclose their respective analyses, opinions or purchase and sale activities regarding any portfolio company or regarding Crescent Capital to our stockholders.
In the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Affiliates of certain of the underwriters serve as agents and/or lenders under our credit facilities or other debt instruments. Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, is the administrative agent and collateral agent under our SPV Asset Facility. Sumitomo Mitsui Banking Corporation, an affiliate of SMBC Nikko Securities America, Inc., is the administrative agent and collateral agent under the SMBC Corporate Revolving Facility.
Proceeds of this offering will be used for general corporate purposes, which may include the repayment of indebtedness under our SPV Asset Facility and SMBC Corporate Revolving Facility. Affiliates of certain of the underwriters are lenders under the SPV Asset Facility and SMBC Corporate Revolving Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the SPV Asset Facility and SMBC Corporate Revolving Facility.
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The principal business address of BofA Securities, Inc. is One Bryant Park, New York, NY 10036. The principal business address of Wells Fargo Securities, LLC is 550 South Tryon Street, Charlotte, NC 28202. The principal business address of Morgan Stanley & Co. LLC is 180 Varick Street, 2nd Floor, New York, NY 10014. The principal business address of Keefe, Bruyette & Woods, Inc. is 787 Seventh Avenue, 4th Floor, New York, NY 10019.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC) in relation to this offering. This prospectus supplement does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.
Any offer in Australia of our common stock may only be made to persons, or Exempt Investors, who are sophisticated investors (within the meaning of section 708(8) of the Corporations Act), professional investors (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer our common stock without disclosure to investors under Chapter 6D of the Corporations Act.
The common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.
This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Notice to Prospective Investors in the Dubai International Financial Centre
This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The common stock to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common stock offered should conduct their own due diligence on the common stock. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.
Notice to Prospective Investors in Hong Kong
Shares of our common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to professional investors within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which
S-18
do not result in the document being a prospectus within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation, or document relating to shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
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Certain legal matters in connection with the offering will be passed upon for us by Kirkland & Ellis LLP, Los Angeles, California and New York, New York and Venable LLP, Baltimore, Maryland. Kirkland & Ellis LLP has from time to time represented certain underwriters, Crescent and Crescent Capital Management on unrelated matters. Certain legal matters in connection with the offering will be passed upon for the underwriters by Ropes & Gray LLP.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This prospectus supplement is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus supplement. Any reports filed by us with the SEC subsequent to the date of this prospectus supplement will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference herein.
We incorporate by reference into this prospectus supplement our filings listed below and any future filings that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus supplement until all of the securities offered by this prospectus supplement and the accompanying prospectus have been sold or we otherwise terminate the offering of these securities; provided, however, that information furnished under Item 2.02 or Item 7.01 of Form 8-K or other information furnished to the SEC that is not deemed filed is not incorporated by reference in this prospectus supplement.
This prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC:
| our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 24, 2021; |
| those portions of our Definitive Proxy Statement on Schedule 14A for our 2021 Annual Meeting of Stockholders, filed with the SEC on April 2, 2021, that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020; |
| our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 filed with the SEC on May 12, 2021, August 11, 2021 and November 10, 2021, respectively; and |
| our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on January 6, 2021, February 17, 2021, May 14, 2021, May 18, 2021, June 28, 2021, July 2, 2021 and October 29, 2021. |
See Available Information in the accompanying prospectus for information on how to obtain a copy of these filings.
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PROSPECTUS
Common Stock
Preferred Stock
Debt Securities
Subscription Rights
Warrants
Units
Crescent Capital BDC, Inc. is a business development company that seeks to provide capital solutions to middle market companies with sound business fundamentals. We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. We may on occasion invest in larger or smaller companies. Our investments may include non-cash income features, including payment-in-kind interest and original issue discount. We may also invest in securities that are rated below investment grade (e.g., junk bonds) by rating agencies or that would be rated below investment grade if they were rated.
We are externally managed by our investment advisor, Crescent Cap Advisors, LLC, an investment advisor that is registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. CCAP Administration LLC provides certain administrative services and other services necessary for us to operate.
Our common stock is traded on The NASDAQ Global Market under the symbol CCAP. On August 4, 2021, the last reported sales price of our common stock on The NASDAQ Global Market was $18.56, per share. The net asset value per share of our common stock at March 31, 2021 (the last date prior to the date of this prospectus on which we determined net asset value) was $20.24.
Investing in our securities involves risks that are described in the Risk Factors section beginning on page 15 of this prospectus, including the risk of leverage.
We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, which we refer to, collectively, as the securities. The preferred stock, debt securities, subscription rights and warrants (including as part of a unit) offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock less any underwriting commissions or discounts will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of a majority (as defined in the 1940 Act) of (1) the outstanding shares of our common stock and (2) the outstanding shares of the our common stock held by persons that are not affiliated persons of the Company or (c) under such circumstances as the U.S. Securities and Exchange Commission (the SEC) may permit.
This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The accompanying prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the accompanying prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein, before investing in our securities and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the SEC. This information is available free of charge by calling us collect at (310) 235-5900, by sending an e-mail to us at investor.relations@crescentcap.com or on our website at http://www.crescentbdc.com. The SEC also maintains a website at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into this prospectus or the accompanying prospectus supplement.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is September 1, 2021.
You should rely only on the information contained in this prospectus, the accompanying prospectus supplement, any related free writing prospectus, the documents incorporated by reference in this prospectus and the applicable prospectus supplement, or any other information to which we have referred you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in, or incorporated by reference in, this prospectus, the accompanying prospectus supplement or any such free writing prospectus is, or will be, accurate only as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since any such date.
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i
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf registration statement that we have filed with the SEC. Under the shelf registration process, we may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement and/or free writing prospectus (collectively referred to hereinafter as the prospectus supplement) may also add, update or change information contained in this prospectus or in the documents we incorporate by reference herein. This prospectus and the prospectus supplement, together with any documents incorporated by reference herein, will include all material information relating to the applicable offering. Please carefully read this prospectus and the prospectus supplement, together with any documents incorporated by reference in this prospectus and the applicable prospectus supplement, any exhibits and the additional information described under the headings Available Information, Incorporation of Certain Information By Reference, Prospectus Summary and Risk Factors before you make an investment decision.
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This summary highlights some of the information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under Risk Factors and the other information included or incorporated by reference in this prospectus and the accompanying prospectus supplement. Except where the context suggests otherwise, the terms CCAP, Crescent Capital, we, us, our, and the Company refer to Crescent Capital BDC, Inc. The term Advisor refers to Crescent Cap Advisors, LLC, a Delaware limited liability company. The term Administrator refers to CCAP Administration, LLC, a Delaware limited liability company. The term Crescent refers to Crescent Capital Group LP and its controlled affiliates.
Overview
We are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (the Inception). On January 30, 2020, we changed our state of incorporation from the State of Delaware to the State of Maryland. On January 31, 2020, the Company completed a transaction to acquire Alcentra Capital Corporation in a cash and stock transaction (the Alcentra Acquisition). The Company was listed and began trading on the NASDAQ stock exchange on February 3, 2020.
We have elected to be treated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). In addition, we have 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 such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in qualifying assets, source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
We are managed by our investment advisor, Crescent Cap Advisors, LLC (the Advisor, and formerly, CBDC Advisors, LLC), an investment advisor that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the Advisers Act). Our administrator, CCAP Administration LLC (the Administrator, and formerly, CBDC Administration, LLC) provides the administrative services necessary for us to operate. Our management consists of investment and administrative professionals from the Advisor and Administrator along with our Board of Directors (the Board). The Advisor directs and executes our investment operations and capital raising activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Advisor. The Board consists of five directors, four of whom are independent.
A portion of the outstanding shares of our common stock, par value $0.001 per share, are owned by Crescent. Crescent is also the majority member of the Advisor and sole member of the Administrator. We have entered into a license agreement with Crescent under which Crescent granted us a non-exclusive, royalty-free license to use the name Crescent Capital. The Advisor has entered into a resource sharing agreement with Crescent. On January 5, 2021 Sun Life Financial Inc. acquired a majority interest in Crescent.
Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to achieve our investment objectives by investing primarily in secured debt (including senior secured first lien, unitranche and senior
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secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated over-the-counter market (i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, we may from time to time invest in more liquid broadly syndicated loans and bonds to complement our private credit transactions.
Our investment objective is accomplished through:
| accessing the origination channels that have been developed and established by Crescent; |
| originating investments in what we believe to be middle-market companies with strong business fundamentals, generally controlled by private equity investors that require capital for growth, acquisitions, recapitalizations, refinancings and leveraged buyouts; |
| applying Crescents underwriting standards; and |
| leveraging Crescents experience and resources to monitor our investments. |
Our investment philosophy emphasizes capital preservation through credit selection and risk mitigation. We expect our targeted portfolio to provide downside protection through conservative cash flow and asset coverage requirements, priority in the capital structure and information requirements.
As a BDC under the Act and a RIC under the Code, our portfolio is subject to diversification and other requirements. See Certain U.S. Federal Income Tax Consequences in our most recent Annual Report on Form 10-K and Certain U.S. Federal Income Tax Consequences below.
We have formed a wholly owned subsidiary that is structured as a tax blocker, to hold equity or equity-like investments in a portfolio company organized as a limited liability company. We have also formed a special purpose vehicle that holds certain debt investments in connection with a credit facility. These corporate subsidiaries are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of portfolio companies.
We may borrow money from time to time within the levels permitted by the 1940 Act (up to 150% of asset coverage requirement). In determining whether to borrow money, we 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. The use of borrowed funds or the proceeds of preferred stock offerings to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock. See Item 1A. Risk FactorsRisks Relating to Our Business and StructureWe are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income. Further, changes in LIBOR or its discontinuation may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio in our most recent Annual Report on Form 10-K.
See Business in our most recent Annual Report on Form 10-K for additional information about us.
Risk Factors
Investing in Crescent Capital involves risks. The following is a summary of the principal risks that you should carefully consider before investing in our securities. In addition, see Risk Factors beginning on page 15
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and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q incorporated by reference herein for a more detailed discussion of the principal risks as well as certain other risks you should carefully consider before deciding to invest in our securities.
Risks Relating to the COVID-19 pandemic
| Global economic, political and market conditions caused by the current public health crisis have (and in the future, could further) adversely affect our business, results of operations and financial condition and those of our portfolio companies. |
Risks Relating to our Business and Structure
| We have a limited operating history and are dependent upon Crescent and key personnel of Crescent and the Advisor. |
| We may not replicate the historical results achieved by Crescent. |
| Global capital markets could enter a period of severe disruption and instability. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and our business. |
| Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. |
| Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements. |
| The Advisor, the investment committee of the Advisor, Crescent and their affiliates, officers, directors and employees may face certain conflicts of interest. Conflicts of interest may be created by the valuation process for certain portfolio holdings. Conflicts may arise related to other arrangements with Crescent and the Advisor and other affiliates. |
| Crescents principals and employees, the Advisor or their affiliates may, from time to time, possess material non-public information, limiting our investment discretion. |
| Our management and incentive fee structure may create incentives for the Advisor that are not fully aligned with our stockholders interests and may induce the Advisor to make speculative investments. |
| Our Investment Advisory Agreement was negotiated with the Advisor and the Administration Agreement was negotiated with the Administrator, which are both our related parties. The Advisor has limited liability and is entitled to indemnification under the Investment Advisory Agreement. |
| We operate in an increasingly competitive market for investment opportunities, which could make it difficult for us to identify and make investments that are consistent with our investment objectives. Our ability to enter into transactions with our affiliates is restricted. Our ability to sell or otherwise exit investments also invested in by other Crescent investment vehicles is restricted. |
| We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income. We will be subject to corporate level income tax if we are unable to qualify as a RIC. Our business may be adversely affected if we fail to maintain our qualification as a RIC. Stockholders may be required to pay tax in excess of the cash they receive. We may be subject to withholding of U. S. Federal income tax on distributions for non-U.S. stockholders. We may retain income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S. federal excise tax, reducing the amount available for distribution to stockholders. |
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| We may need to raise additional capital. Regulations governing our operation as a BDC affect our ability to, and the way in which we may, raise additional capital. Certain investors are limited in their ability to make significant investments in us. |
| Our business could be adversely affected in the event we default under our existing credit facilities or any future credit or other borrowing facility. |
| Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions. |
| We are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income. Further, the discontinuation of LIBOR may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio. |
| We are and may be subject to restrictions under our credit facilities and any future credit or other borrowing facility that could adversely impact our business. |
| We may be the target of litigation. |
| There is a risk that investors in our common stock may not receive dividends or that our dividends may not grow over time and that investors in our debt securities may not receive all of the interest income to which they are entitled. |
| If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy. |
| The majority of our portfolio investments are recorded at fair value as determined in good faith by our Board and, as a result, there may be uncertainty as to the value of our portfolio investments. |
| We may experience fluctuations in our quarterly operating results. |
| New or modified laws or regulations governing our operations may adversely affect our business. |
| The United Kingdoms withdrawal from the European Union has led to significant risks and uncertainty for global markets and may create significant risks and uncertainty for our investments. |
| Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval. |
| The Advisor and the Administrator each have the ability to resign on 60 days notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in operations that could adversely affect our financial condition, business and results of operations. |
| We are highly dependent on information systems, and systems failures or cyber-attacks could significantly disrupt its business, which may, in turn, negatively affect the value of shares of our common stock and our ability to pay distributions. |
| Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of its confidential information and/or damage to its business relationships. |
| We and the Advisor are subject to regulations and SEC oversight. If we or the Advisor fail to comply with applicable requirements, it may adversely impact our results relative to companies that are not subject to such regulations. |
| We are subject to risks related to corporate social responsibility. |
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Risks Relating to Our Investments
| We may hold the debt securities of leveraged companies. Economic recessions or downturns could impair our portfolio companies, and defaults by our portfolio companies will harm our operating results. Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interests rates may make it more difficult for portfolio companies to make periodic payments on their loans. |
| We typically invest in middle-market companies, which involves higher risk than investments in large companies. |
| The due diligence process that the Advisor undertakes in connection with our investments may not reveal all the facts that may be relevant in connection with an investment. |
| The lack of liquidity in our investments may adversely affect our business. We may invest in high yield debt, or junk-rated debt, which has greater credit and liquidity risk than more highly rated debt obligations. Our subordinated investments may be subject to greater risk than investments that are not similarly subordinated. |
| Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing net asset value through increased net unrealized depreciation. |
| Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. |
| The disposition of our investments may result in contingent liabilities. |
| We will be subject to the risk that the debt investments we make in our portfolio companies may be repaid prior to maturity. |
| We may be subject to risks under hedging transactions and may become subject to risk if we invest in non-U.S. securities. |
| We may not realize anticipated gains on the equity interests in which we invest. |
| Our investments with OID and PIK interest income features may expose us to risks associated with such income being required to be included in accounting income and taxable income prior to receipt of cash. |
| You may receive shares of our common stock as dividends, which could result in adverse tax consequences to you. |
| Changes in healthcare laws and other regulations applicable to some of our portfolio companies may constrain their ability to offer their products and services. |
| Our investments in the consumer products and services sector are subject to various risks including cyclical risks associated with the overall economy. Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. Our investments in technology companies are subject to many risks, including volatility, intense competition, shortened product life cycles, litigation risk and periodic downturn. |
| We may be unable to realize the benefits anticipated by the Alcentra Acquisition, including estimated cost savings and synergies, or it may take longer than anticipated to achieve such benefits. |
Risks Relating to Our Common Stock
| The market price of our common stock may fluctuate significantly. Our shares of common stock trade at a discount from net asset value and may continue to do so, which could limit our ability to raise additional equity capital. |
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| Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan. |
| Provisions of the Maryland General Corporation Law and of our Articles of Amendment and Restatement, as amended (the Charter), and Amended and Restated Bylaws, as amended (the Bylaws) could deter takeover attempts and have an adverse effect on the price of our common stock. |
| Our Charter designates the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees. |
| We incur significant costs as a result of our listing on NASDAQ. |
Our Corporate Information
Our administrative and principal executive offices are located at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, telephone number (310) 235-5900.
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We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our common stock at the time of an offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of a majority (as defined in the 1940 Act), of (1) the outstanding shares of our common stock and (2) the outstanding shares of the our common stock held by persons that are not affiliated persons of the Company or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below net asset value may be dilutive to the net asset value of our common stock. See Risk FactorsRisks Relating to Our Common Stock in our most recent Annual Report on Form 10-K as well as Risk Factors included in this prospectus.
We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See Plan of Distribution below. We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities.
Set forth below is additional information regarding offerings of our securities:
Use of proceeds |
Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which include, among other things, (a) investing in portfolio companies in accordance with our investment objective and (b) repaying indebtedness. Each supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See Use of Proceeds below. |
Distributions |
We currently intend to pay dividends or make other distributions to our stockholders on a quarterly basis out of assets legally available for distribution. We may also pay additional dividends or make additional distributions to our stockholders from time to time. Our quarterly and additional dividends or distributions, if any, will be determined by our Board. For more information, see Price Range of Common Stock and Distributions below. |
Taxation |
We have elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, we generally will not pay U.S. federal corporate-level income taxes on any income and gain that we distribute to our stockholders as dividends on a timely basis. Among other things, in order to maintain our RIC status, we must meet specified source of income and asset diversification requirements and |
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distribute annually generally an amount equal to at least 90% of our investment company taxable income, out of assets legally available for distribution. See Risk FactorsRisks Relating to Our Business and StructureOur business may be adversely affected if it fails to maintain its qualification as a RIC and We may have difficulty paying our required distributions if it recognizes income before, or without, receiving cash representing such income in our most recent Annual Report on Form 10-K and Price Range of Common Stock and Distributions below. |
Dividend reinvestment plan |
We have a dividend reinvestment plan for our stockholders. This is an opt out dividend reinvestment plan. As a result, if we declare a cash dividend, then stockholders dividends will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so as to receive cash. Stockholders whose cash dividends are reinvested in additional shares of our common stock will be subject to the same U.S. federal, state and local tax consequences as stockholders who elect to receive their dividends in cash. See Dividend Reinvestment Plan below. |
The NASDAQ Global Market symbol |
CCAP |
Anti-takeover provisions |
Our Board is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered Board also may serve to deter hostile takeovers or proxy contests, as may certain other measures adopted by us. See Description of Our Capital Stock below. |
Leverage |
We borrow funds to make additional investments. We use this practice, which is known as leverage, to attempt to increase returns to our stockholders, but it involves significant risks. See Risk Factors, Senior Securities and RegulationIndebtedness and Senior Securities below. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing (i.e. we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). See Managements Discussion and Analysis of Financial Condition and Results of OperationsKey Components of Operations in our most recent Annual Report on Form 10-K. |
The amount of leverage that we employ at any particular time will depend on the Advisors and the Boards assessments of market and other factors at the time of any proposed borrowing. |
Management arrangements |
Crescent Cap Advisors, LLC serves as our investment advisor. CCAP Administration, LLC serves as our administrator. For a description of |
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Crescent Cap Advisors, LLC, CCAP Administration, LLC and our contractual arrangements with these companies, see Business in our most recent Annual Report on Form 10-K under the captions Investment Advisory Agreement, and Administration Agreement. |
Available information |
We are required to file periodic reports, proxy statements and other information with the SEC. This information is available free of charge by calling us collect at (310) 235-5900, by sending an e-mail to us at investor.relations@crescentcap.com or on our website at http://www.crescentbdc.com. Information contained on our website is not incorporated into this prospectus and you should not consider such information to be part of this prospectus. Such information is also available from the EDGAR database on the SECs website at www.sec.gov. |
Incorporation of certain information by reference |
This prospectus is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file any such document. Any reports filed by us with the SEC subsequent to the date of this prospectus and before the date that any offering of any securities by means of this prospectus and any supplement thereto is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See Incorporation of Certain Information by Reference below. |
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The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this table contains a reference to our fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, stockholders will indirectly bear these fees or expenses as our investors
Stockholder transaction expenses (as a percentage of offering price): |
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Sales load |
| (1) | ||
Offering expenses |
| (2) | ||
Dividend reinvestment plan expenses |
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Variable Transaction Fee |
(3) | |
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Total stockholder transaction expenses paid |
| (4) | ||
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Annual expenses (as a percentage of consolidated net assets attributable to common stock)(5): |
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Base management fees |
2.28 | %(6) | ||
Incentive fees payable under Investment Advisory Agreement |
1.62 | %(7) | ||
Interest payments on borrowed funds |
2.98 | %(8) | ||
Other expenses |
0.93 | %(9) | ||
Acquired fund fees and expenses |
0.46 | %(10) | ||
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Total annual expenses |
8.27 | % (11) | ||
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(1) | In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission). Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of our common stock. |
(2) | The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price. |
(3) | The expenses of the dividend reinvestment plan are included in Other expenses. The plan administrators fees under the plan are paid by us. If a participant elects by notice to the plan administrator in advance of termination to have the plan administrator sell part or all of the shares held by the plan administrator in the participants account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of up to $15 plus a $0.10 per share fee from the proceeds. See Dividend Reinvestment Plan below for more information. |
(4) | The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price. |
(5) | The consolidated net assets attributable to common stock used to calculate the percentages in this table is our net assets as of March 31, 2021. |
(6) | The base management fee referenced in the table above is estimated by annualizing the actual base management fees incurred during the three months ended March 31, 2021. |
The base management fee under the Amended and Restated Investment Advisory Agreement, dated as of January 5, 2021, by and between us and the Advisor (the Investment Advisory Agreement) is calculated and payable quarterly in arrears at an annual rate of 1.25% of our average gross assets, including assets purchased with borrowed funds or other forms of leverage, but, excluding cash and cash equivalents, |
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investment in Great American Capital Partners II LP (GACP II) and adjusted for share issuances or repurchases. For more detailed information about the base management fee and the Investment Advisory Agreement, please see Note 3 to our consolidated financial statements for the quarter ended March 31, 2021. |
(7) | The incentive fee referenced in the table above is estimated by annualizing the actual incentive fees incurred during the three months ended March 31, 2021. |
The incentive fee consists of two parts, one based on income and the other based on capital gains, that are determined independent of each other, with the result 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 100% of the pre-incentive fee net investment income for the immediately preceding calendar quarter, if any, that exceeds a preferred return of 1.75% per quarter (7% annualized) (the Hurdle), but is less than or equal to 1.8182% in the calendar quarter; and 17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.8182% in the calendar quarter provided, however, that the Advisor has agreed to waive the Income Incentive Fee from February 1, 2020 through July 31, 2021. The Advisor has notified the Company that, upon expiration of the current fee waivers on July 31, 2021, it intends to voluntarily waive income incentive fees to the extent net investment income falls short of the declared dividend on a full dollar basis through December 31, 2022. |
- | The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year at a rate of 17.5% of our realized capital gains, if any, on a cumulative basis from the 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. |
For more detailed information about the incentive fee, please see Note 3 to our consolidated financial statements for the quarter ended March 31, 2021. |
(8) | Interest payments on borrowed funds referenced in the table above are estimated by annualizing the actual amounts incurred during the three months ended March 31, 2021. |
At March 31, 2021, the weighted average effective interest rate for total debt outstanding was 3.25%. We may borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. Our stockholders indirectly bear the costs of borrowings under any debt instruments that we may enter into.
(9) | Other expenses referenced in the table above are estimated by annualizing the actual amounts incurred during the three months ended March 31, 2021. |
Other expenses include various overhead expenses, professional fees, director fees, and payments under the Amended and Restated Administration Agreement. See Corporate Governance-Certain Relationships and Related Party Transactions-Administration Agreements in our most recent Annual Report on Form 10-K. |
(10) | Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under Section 3(a) of the 1940 Act but for the exceptions to that definition provided for in Sections 3(c)(1) and 3(c)(7) of the 1940 Act. |
(11) | Total annual expenses as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage and increase our total assets. The SEC requires that the Total annual expenses percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any income based fees or capital gains incentive fees accrued during the period), rather than the total assets, including assets that have been funded with borrowed monies. |
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Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock, assuming asset coverage ratio of 216% (Corporations actual asset coverage as of March 31, 2021) and total annual expenses of 5.74% of net assets attributable to common stock as set forth in the fees and expenses table above, and (x) a 5.0% annual return resulting entirely from net realized capital gains (none of which is subject to the incentive fee) and (y) a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains). Transaction expenses are included in the following example. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including cost of debt, if any, and other expenses) may be greater or less than those shown.
You would pay the following expenses on a $1,000 common stock investment: |
1 year | 3 years | 5 years | 10 years | ||||||||||||
assuming a 5% annual return resulting entirely from net realized capital gains (none of which is subject to the capital gains incentive fee)(1) |
$ | 87 | $ | 251 | $ | 403 | $ | 738 | ||||||||
assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)(2) |
$ | 96 | $ | 274 | $ | 436 | $ | 782 |
(1) | Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation. |
(2) | Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely. |
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Because the income portion of the incentive fee under the Investment Advisory Agreement is unlikely to be significant assuming a 5% annual return, the second example assumes that the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the capital gains portion of the incentive fee under the Investment Advisory Agreement. The income portion of the incentive fee under the Investment Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. If we achieve sufficient returns on our investments, including through net realized capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from net asset value.
This example and the expenses in the table above should not be considered a representation of our future expenses as, and actual expenses (including the cost of debt, if any, and other expenses) that we may incur in the future and such actual expenses may be greater or less than those shown.
12
The following table of financial highlights is intended to help a prospective investor understand the Companys financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2020, 2019, 2018, 2017, 2016, and 2015 are derived from our consolidated financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC, which may be obtained from www.sec.gov or upon request. The financial data set forth in the following table as of and for the three months ended March 31, 2021 is derived from our unaudited financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim period. Interim results as of and for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations included in this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC.
For the three months ended March 31, 2021 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
For the year ended December 31, 2018 |
For the year ended December 31, 2017 |
For the year ended December 31, 2016 |
For the period from February 5, 2015 (Inception) to December 31, 2015* |
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Per Share Data:(1) |
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Net asset value, beginning of period |
$ | 19.88 | $ | 19.50 | $ | 19.43 | $ | 20.10 | $ | 20.08 | $ | 19.13 | $ | 20.00 | ||||||||||||||
Net investment income after tax |
0.41 | 1.80 | 1.83 | 1.65 | 1.31 | 1.23 | 0.55 | |||||||||||||||||||||
Net realized and unrealized gains (losses) on investments and forward contracts, net of taxes |
0.35 | 0.18 | (0.14 | ) | (0.89 | ) | (0.11 | ) | 1.04 | (1.87 | ) | |||||||||||||||||
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Net increase (decrease) in net assets resulting from operations |
0.76 | 1.98 | 1.69 | 0.76 | 1.20 | 2.27 | (1.32 | ) | ||||||||||||||||||||
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Effect of equity issuances |
0.01 | 0.04 | 0.03 | 0.06 | 0.02 | (0.20 | ) | 0.77 | ||||||||||||||||||||
Distributions declared from net investment income(2) |
(0.41 | ) | (1.64 | ) | (1.64 | ) | (1.47 | ) | (1.18 | ) | (1.10 | ) | (0.27 | ) | ||||||||||||||
Distributions from net realized gains |
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Total distributions to stockholders |
| (1.64 | ) | (1.64 | ) | (1.47 | ) | (1.18 | ) | (1.10 | ) | (0.27 | ) | |||||||||||||||
Offering costs |
| | (0.01 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | (0.05 | ) | ||||||||||||||||
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Total increase (decrease) in net assets |
0.36 | 0.38 | 0.07 | (0.67 | ) | 0.02 | 0.95 | (0.87 | ) | |||||||||||||||||||
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Net asset value, end of period |
$ | 20.24 | $ | 19.88 | $ | 19.50 | $ | 19.43 | $ | 20.10 | $ | 20.08 | $ | 19.13 | ||||||||||||||
Shares outstanding, end of period |
28,167,360 | 28,167,360 | 20,862,314 | 13,358,289 | 8,597,116 | 6,376,850 | 4,056,316 | |||||||||||||||||||||
Weighted average shares outstanding |
28,167,360 | 27,681,757 | 17,344,640 | 10,719,485 | 7,562,447 | 5,191,589 | 2,855,996 | |||||||||||||||||||||
Per share market value at end of period |
$ | 17.18 | $ | 14.57 | $ | | $ | | $ | | $ | | $ | | ||||||||||||||
Total return based on market value(3) |
20.73 | % | 1.47 | % | | % | | % | | % | | % | | % | ||||||||||||||
Total return based on net asset value(4) |
3.87 | % | 10.36 | % | 8.81 | % | 4.06 | % | 5.99 | % | 10.70 | % | (3.00 | ) |
13
For the three months ended March 31, 2021 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
For the year ended December 31, 2018 |
For the year ended December 31, 2017 |
For the year ended December 31, 2016 |
For the period from February 5, 2015 (Inception) to December 31, 2015* |
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Ratio/Supplemental Data: |
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Net assets, end of period(5) |
$ | 569,987 | $ | 560,000 | $ | 406,917 | $ | 259,579 | $ | 172,800 | $ | 128,056 | $ | 77,586 | ||||||||||||||
Ratio of total net expenses to average net assets(6)(7) |
6.46 | % | 5.34 | % | 6.54 | % | 7.33 | % | 8.02 | % | 7.17 | % | 7.65 | % | ||||||||||||||
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets (7) |
2.32 | % | 2.24 | % | 2.50 | % | 3.06 | % | 3.53 | % | 4.08 | % | 5.53 | % | ||||||||||||||
Ratio of net investment income before taxes to average net assets(7) |
8.30 | % | 10.10 | % | 9.61 | % | 8.48 | % | 6.45 | % | 6.14 | % | 3.17 | % | ||||||||||||||
Ratio of interest and credit facility expenses to average net assets(8) |
3.01 | % | 3.10 | % | 4.03 | % | 4.01 | % | 3.44 | % | 2.59 | % | 2.12 | % | ||||||||||||||
Ratio of incentive fees to average net assets |
1.13 | % | | % | | % | 0.26 | % | 1.05 | % | 0.50 | % | | % | ||||||||||||||
Ratio of portfolio turnover to average investments at fair value(9) |
7.38 | % | 28.01 | % | 23.97 | % | 27.89 | % | 19.27 | % | 34.36 | % | 4.08 | % | ||||||||||||||
Weighted average debt outstanding(5) |
$ | 486,784 | $ | 421,066 | $ | 275,905 | $ | 182,328 | $ | 133,486 | $ | 78,294 | $ | 23,591 | ||||||||||||||
Asset coverage ratio |
216 | % | 217 | % | 225 | % | 209 | % | 214 | % | 236 | % | 242 | % |
* | The Company was formed on February 5, 2015 and commenced operations on June 26, 2015. |
(1) | Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate. |
(2) | The per share data for distributions per share reflects the actual amount of distributions declared per share for the applicable periods. |
(3) | Total return based on market value is calculated as the change in market value per share during the period, taking into account dividends, if any, reinvested in accordance with the Companys dividend reinvestment plan. The beginning market value per share is based on the market price of $16.40 per share on February 3, 2020, the date of the Companys listing on NASDAQ, and not annualized. |
(4) | Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share. |
(5) | In thousands. |
(6) | The ratio of total expenses to average net assets in the table above reflects the Advisors voluntary waivers of its right to receive a portion of the management fees and income incentive fees with respect to the Companys ownership in GACP II. Excluding the effects of waivers, the ratio of total expenses to average net assets would have been 6.48%, 5.37%, 6.58% and 7.36% for the three months ended March 31, 2021 and years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. The GACP II investment was made after 2018, and as such, the 2017, 2016 and 2015 ratios were not affected. |
(7) | Annualized except for organization expenses. |
(8) | Annualized. |
(9) | Not annualized for the three months ended March 31, 2021. |
14
You should carefully consider the risk factors described below, and in the section titled Risk Factors in the applicable prospectus supplement and any related free writing prospectus, and the risks discussed in the section titled Item 1A. Risk Factors in our Annual Report on Form 10-K, which is incorporated by reference herein, and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with all of the other information included in this prospectus, the accompanying prospectus supplement and any documents incorporated by reference herein, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below and described in such documents are not the only risks we face. Additional risks and uncertainties 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. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the net asset value of our common stock and the trading price, if any, of our securities could decline, and you may lose all or part of your investment.
Investors in offerings of our common stock will likely incur immediate dilution upon the closing of such offering.
We generally expect the public offering price of any offering of shares of our common stock to be higher than the book value per share of our outstanding common stock (unless we offer shares pursuant to a rights offering or after obtaining prior approval for such issuance from our stockholders and our independent directors). Accordingly, investors purchasing shares of our common stock in offerings pursuant to this prospectus may pay a price per share that exceeds the tangible book value per share after such offering.
Dilution represents the difference between the offering price and the tangible book value per share immediately after completion of an offering. You could experience dilution both as a result of the offering price and as a result of any shares you purchase in an offering of our common stock having a lower book value than shares held by our existing stockholders.
Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.
In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.
In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial. See Risk FactorsThe net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock and Sales of Common Stock Below Net Asset Value below.
15
We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on our target portfolio investments.
We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our shares may decline.
The net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock.
We may sell our common stock, or warrants, options or rights to acquire shares of our common stock, at a price below the then-current net asset value per share of our common stock if our Board determines that such sale is in our best interests, and if our stockholders, including a majority (as defined in the 1940 Act), of (1) the outstanding shares of our common stock and (2) the outstanding shares of the our common stock held by persons that are not affiliated persons of the Company, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of such securities (less any distributing commission or discount). We do not currently have authorization from our stockholders to issue our common stock at a price below the then-current net asset value per share.
Any decision to sell shares of our common stock below its then current net asset value per share or securities to subscribe for or convertible into shares of our common stock would be subject to the determination by our Board that such issuance is in our and our stockholders best interests.
If we were to sell shares of our common stock below its then current net asset value per share, such sales would result in an immediate dilution to the net asset value per share of our common stock. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in the stockholders interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.
In addition, if we issue warrants or securities to subscribe for or convertible into shares of our common stock, subject to certain limitations, the exercise or conversion price per share could be less than the net asset value per share at the time of exercise or conversion (including through the operation of anti-dilution protections). Because we would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of the net asset value per share at the time of exercise or conversion. This dilution would include reduction in the net asset value per share as a result of the proportionately greater decrease in the stockholders interest in our earnings and assets and their voting interest than the increase in our assets resulting from such issuance.
Further, if our current stockholders do not purchase any shares to maintain their percentage interest when we issue new shares, regardless of whether such offering is above or below the then current net asset value per share, their voting power will be diluted.
16
We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (IRS) and the U.S. Treasury Department. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.
Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.
The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. However, we have borrowed from, and may in the future issue debt securities to, banks, insurance companies and other lenders. Lenders of these funds have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. In addition, under the terms of our credit facilities and any borrowing facility or other debt instrument we may enter into, we are likely to be required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make dividend payments on our common stock or preferred stock. Our ability to service any debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Advisor.
There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facilities or otherwise in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before it matures. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. There can be no assurance that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.
As a BDC, we are generally required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we will not be able to incur additional debt and could be required to sell a portion of our investments to repay some debt when we are otherwise disadvantageous for us to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions.
17
The amount of leverage that we employ will depend on the Advisors assessment of market and other factors at the time of any proposed borrowing. We cannot assure stockholders that we will be able to obtain credit at all or on terms acceptable to it.
The following table illustrates the effect on return to a holder of our common stock of the leverage created by our use of borrowing at the weighted average stated interest rate of 3.25% as of March 31, 2021, together with (a) our total value of net assets as of March 31, 2021; (b) approximately $487.9 million in aggregate principal amount of indebtedness outstanding as of March 31, 2021 and (c) hypothetical annual returns on our portfolio of minus 15% to plus 15%.
Assumed Return on Portfolio (Net of Expenses)(1) |
-15.00 | % | -10.00 | % | -5.00 | % | | % | 5.00 | % | 10.00 | % | 15.00 | % | ||||||||||||||
Corresponding Return to Common Stockholders(2) |
-31.12 | % | -21.67 | % | -12.23 | % | -2.78 | % | 6.66 | % | 16.11 | % | 25.56 | % |
(1) | The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of March 31, 2021. As a result, it has not been updated to take into account any changes in assets or leverage since March 31, 2021. |
(2) | In order to compute the Corresponding Return to Common Stockholders, the Assumed Return on Portfolio is multiplied by the total value of our assets at March 31, 2021 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 3.25% by the approximately $487.9 million of principal debt outstanding) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of March 31, 2021 to determine the Corresponding Return to Common Stockholders. |
18
Some of the statements included or incorporated by reference in this prospectus and the accompanying prospectus supplement, constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus and the accompanying prospectus supplement, including the documents we incorporate by reference herein and therein, involve a number of risks and uncertainties, including statements concerning:
| uncertainty surrounding the financial stability of the United States, Europe and China; |
| the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments; |
| potential fluctuation in quarterly operating results; |
| potential impact of economic recessions or downturns; |
| adverse developments in the credit markets; |
| regulations governing our operation as a business development company; |
| operation in a highly competitive market for investment opportunities; |
| changes in interest rates may affect our cost of capital and net investment income; |
| the impact of the elimination of the London Interbank Offered Rate (LIBOR) on our operating results; |
| financing investments with borrowed money; |
| potential adverse effects of price declines and illiquidity in the corporate debt markets; |
| the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general; |
| lack of liquidity in investments; |
| the outcome and impact of any litigation; |
| the timing, form and amount of any dividends or other distributions; |
| risks regarding distributions; |
| potential adverse effects of new or modified laws and regulations; |
| the social, geopolitical, financial, trade and legal implications of Brexit; |
| potential resignation of the Advisor and or the Administrator; |
| uncertainty as to the value of certain portfolio investments; |
| defaults by portfolio companies; |
| our ability to successfully complete and integrate any acquisitions; |
| risks associated with original issue discount (OID) and payment-in-kind (PIK) interest income; and |
| the market price of our common stock may fluctuate significantly. |
We use words such as anticipates, believes, expects, intends, will, should, may and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in Risk Factors and the other information included in this prospectus and the accompanying prospectus supplement, including the documents we incorporate by reference herein and therein.
19
You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus or the prospectus supplement, as applicable, including any documents incorporated by reference. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
20
Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which include investing in portfolio companies in accordance with our investment objective. We also expect to use the net proceeds of an offering to repay or repurchase outstanding indebtedness, if any, which may include indebtedness ($508.8 million aggregate principal amount outstanding as of August 4, 2021) under (a) the $350 million loan and security agreement of our wholly owned subsidiary Crescent Capital BDC Funding, LLC (the SPV Asset Facility) ($245.2 million outstanding as of August 4, 2021), (b) our $200 million revolving credit facility (the Corporate Revolving Facility) ($78.6 million outstanding as of August 4, 2021), (c) our $50 million in aggregate principal amount of unsecured notes (the 2023 Unsecured Notes) that mature on July 30, 2023 ($50.0 million aggregate principal amount outstanding as of August 4, 2021) and (d) $135.0 million of unsecured notes (the 2026 Unsecured Notes) that mature on February 17, 2026 ($135.0 million aggregate principal amount outstanding as of August 4, 2021.). See Managements Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K.
The interest charged on the indebtedness incurred under the SPV Asset Facility is based on LIBOR plus an applicable spread between 1.65% or 2.10%, determined based on the proportion of liquid and illiquid loans pledged to the SPV Asset Facility. The stated maturity date for the SPV Asset Facility is June 22, 2026. The interest rate charged on the indebtedness incurred under the Corporate Facility is based on LIBOR plus 2.35% per annum. The stated maturity date of the Corporate Revolving Facility is August 20, 2024.
The interest charged on the 2023 Unsecured Notes and the 2026 Unsecured Notes is as follows: (a) 5.95% in the case of the 2023 Unsecured Notes and (b) 4.00% in the case of the 2026 Unsecured Notes. The 2023 Unsecured Notes mature on July 30, 2023 and the 2026 Unsecured Notes mature on February 17, 2026. The supplement to this prospectus relating to an offering may more fully identify the use of the proceeds from such offering.
We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and its related prospectus supplement will be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective, but no longer than within six months of any such offerings.
Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. We may on occasion invest in larger or smaller companies. Our investments may include non-cash income features, including payment-in-kind interest and original issue discount. We may also invest in securities that are rated below investment grade (e.g., junk bonds) by rating agencies or that would be rated below investment grade if they were rated. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the 1940 Act. See Regulation below. Specifically, as part of this 30% basket, we may invest in entities that are not considered eligible portfolio companies (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the 1940 Act. Pending such investments, we will invest a portion of the net proceeds primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our common stock and debt securities may decline. See RegulationTemporary Investments below for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.
21
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
Our common stock is traded on The NASDAQ Global Market under the symbol CCAP. Our common stock has historically traded at prices below our net asset value per share. It is not possible to predict whether our common stock will trade at, above or below net asset value. See Risk FactorsRisks Relating to Our Common StockOur shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise additional equity capital in our most recent Annual Report on Form 10-K.
The following table sets forth, for the first three quarters of the year ending December 31, 2020, the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to net asset value and the dividends or other distributions declared by us. On August 4, 2021, the last reported closing sales price of our common stock on The NASDAQ Global Market was $18.56 per share, which represented a discount of approximately 4.2% to the net asset value per share reported by us as of March 31, 2021.
Net Asset Value(1) |
Price Range | High Sales Price Premium (Discount) to Net Asset Value(2) |
Low Sales Price Premium (Discount) to Net Asset Value(2) |
Cash Dividend Per Share(3) |
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High | Low | |||||||||||||||||||||||
Year ended December 31, 2020 |
||||||||||||||||||||||||
First Quarter(4) |
$ | 16.52 | $ | 17.10 | $ | 6.21 | 3.51 | % | (62.4 | )% | $ | 0.41 | ||||||||||||
Second Quarter |
$ | 18.12 | $ | 13.25 | $ | 8.68 | (26.9 | )% | (52.1 | )% | $ | 0.41 | ||||||||||||
Third Quarter |
$ | 19.07 | $ | 13.81 | $ | 11.65 | (27.6 | )% | (38.9 | )% | $ | 0.41 | ||||||||||||
Fourth Quarter |
$ | 19.88 | $ | 15.25 | $ | 12.40 | (23.3 | )% | (37.6 | )% | $ | 0.41 | ||||||||||||
Year ended December 31, 2021 |
||||||||||||||||||||||||
First Quarter |
$ | 20.24 | $ | 18.17 | $ | 14.72 | (10.2 | )% | (27.3 | )% | $ | 0.41 | ||||||||||||
Second Quarter |
* | $ | 19.95 | $ | 17.05 | * | * | $ | 0.41 | |||||||||||||||
Third Quarter (through August 4, 2021) |
* | $ | 19.09 | $ | 18.40 | * | * | |
(1) | Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter. |
(2) | Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter). |
(3) | Represents the dividend or other distribution declared in the relevant quarter. |
(4) | Shares of our common stock began trading on The NASDAQ Global Market under the symbol CCAP on February 3, 2020, in connection with our acquisition of Alcentra Capital Corporation. The price range for such quarter has been calculated as of such date. |
* | Net asset value has not yet been calculated for this period. |
To the extent that we have taxable income available, we distribute quarterly dividends to our stockholders. The amount of our dividends, if any, are determined by our Board. Dividends and other distributions are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by management. Distributions will generally be paid from net investment income. Net realized capital gains, if any, are distributed at least annually, although we may decide to retain such capital gains for investment. If we do not generate sufficient net investment income during a year, all or part of a distribution may constitute a return of capital. The specific tax characteristics of our dividends and other distributions will be reported to stockholders after the end of each calendar year. Any dividends to our stockholders will be declared out of assets legally available for distribution.
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Internal Revenue Code. So long as we maintain our status as a RIC, we will generally not pay
22
corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our stockholders and will not be reflected in our consolidated financial statements.
In order for us not to be subject to federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of our net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. At our discretion, we may carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If we choose to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. We will accrue excise tax on estimated undistributed taxable income as required.
We intend to make distributions in cash unless a stockholder elects to receive dividends and/or long-term capital gains distributions in additional shares of common stock. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
The following tables summarize our dividends declared and payable for the three months ended March 31, 2021 and the years ended December 31, 2020, 2019, 2018, 2017, 2016 and the period from February 5, 2015 to December 31, 2015(1):
Date Declared | Record Date |
Payment Date |
Per Share Amount |
|||||
May 10, 2021 |
June 30, 2021 | July 15, 2021 | $ | 0.41 | ||||
February 22, 2021 |
March 31, 2021 | April 15, 2021 | $ | 0.41 | ||||
November 4, 2020 |
December 31, 2020 | January 15, 2021 | $ | 0.41 | ||||
August 7, 2020 |
September 30, 2020 | October 15, 2020 | $ | 0.41 | ||||
May 11, 2020 |
June 30, 2020 | July 15, 2020 | $ | 0.41 | ||||
March 3, 2020 |
March 31, 2020 | April 15, 2020 | $ | 0.41 | ||||
November 8, 2019 |
December 30, 2019 | January 17, 2020 | $ | 0.41 | ||||
September 27, 2019 |
September 27, 2019 | October 18, 2019 | $ | 0.41 | ||||
June 28, 2019 |
June 28, 2019 | July 18, 2019 | $ | 0.41 | ||||
March 29, 2019 |
March 29, 2019 | April 12, 2019 | $ | 0.41 | ||||
December 31, 2018 |
December 31, 2018 | January 15, 2019 | $ | 0.40 | ||||
September 27, 2018 |
September 28, 2018 | October 12, 2018 | $ | 0.38 | ||||
June 19, 2018 |
June 20, 2018 | July 13, 2018 | $ | 0.37 | ||||
March 29, 2018 |
March 30, 2018 | April 13, 2018 | $ | 0.32 |
(1) | We were formed on February 5, 2015 and commenced operations on June 26, 2015. |
We cannot assure you that we will achieve results that will permit the payment of any cash distributions. We maintain an opt out dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend, stockholders cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so as to receive cash dividends. See Dividend Reinvestment Plan below.
23
Information about our senior securities (including preferred stock, debt securities and other indebtedness) is shown in the following table as of the dates indicated in the table below. The report of our independent registered public accounting firm, Ernst & Young LLP, on the senior securities table for each of the five years in the period ended December 31, 2020 and the period from February 5, 2015 (inception) through December 31, 2015 is attached as an exhibit to the registration statement of which this prospectus is a part.
Class and Year | Total Amount Outstanding Exclusive of Treasury Securities(1) |
Asset Coverage Per Unit(2) |
Involuntary Liquidating Preference Per Unit(3) |
Average Market Value Per Unit(4) |
||||||||||||
SPV Asset Facility |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | 272,510 | $ | 2,163 | | N/A | ||||||||||
Fiscal 2020 |
$ | 260,210 | $ | 2,166 | | N/A | ||||||||||
Fiscal 2019 |
$ | 220,687 | $ | 2,250 | | N/A | ||||||||||
Fiscal 2018 |
$ | 159,629 | $ | 2,085 | | N/A | ||||||||||
Fiscal 2017 |
$ | 86,629 | $ | 2,135 | | N/A | ||||||||||
Fiscal 2016 |
$ | 47,629 | $ | 2,347 | | N/A | ||||||||||
Fiscal 2015 |
$ | | $ | | | N/A | ||||||||||
Revolving Credit Facility(5) |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | | $ | | | N/A | ||||||||||
Fiscal 2020 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2019 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2018 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2017 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2016 |
$ | 47,810 | $ | 2,347 | | N/A | ||||||||||
Fiscal 2015 |
$ | 54,810 | $ | 2,415 | | N/A | ||||||||||
Revolving Credit Facility II(6) |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | | $ | | | N/A | ||||||||||
Fiscal 2020 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2019 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2018 |
$ | 78,310 | $ | 2,085 | | N/A | ||||||||||
Fiscal 2017 |
$ | 65,310 | $ | 2,135 | | N/A | ||||||||||
Fiscal 2016 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2015 |
$ | | $ | | | N/A | ||||||||||
Corporate Revolving Facility |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | 115,404 | $ | 2,163 | | N/A | ||||||||||
Fiscal 2020 |
$ | 149,904 | $ | 2,166 | | N/A | ||||||||||
Fiscal 2019 |
$ | 104,754 | $ | 2,250 | | N/A | ||||||||||
Fiscal 2018 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2017 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2016 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2015 |
$ | | $ | | | N/A | ||||||||||
2023 Unsecured Notes |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | 50,000 | $ | 2,163 | | N/A | ||||||||||
Fiscal 2020 |
$ | 50,000 | $ | 2,166 | | N/A | ||||||||||
Fiscal 2019 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2018 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2017 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2016 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2015 |
$ | | $ | | | N/A |
24
Class and Year | Total Amount Outstanding Exclusive of Treasury Securities(1) |
Asset Coverage Per Unit(2) |
Involuntary Liquidating Preference Per Unit(3) |
Average Market Value Per Unit(4) |
||||||||||||
2026 Unsecured Notes |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | 50,000 | $ | 2,163 | | N/A | ||||||||||
Fiscal 2020 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2019 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2018 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2017 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2016 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2015 |
$ | | $ | | | N/A | ||||||||||
Internotes(7) |
||||||||||||||||
Fiscal 2021 (As of March 31, 2021, unaudited) |
$ | | $ | | | N/A | ||||||||||
Fiscal 2020 |
$ | 16,418 | $ | 2,166 | | N/A | ||||||||||
Fiscal 2019 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2018 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2017 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2016 |
$ | | $ | | | N/A | ||||||||||
Fiscal 2015 |
$ | | $ | | | N/A |
(1) | Total amount of each class of senior securities outstanding at principal value at the end of the period presented. |
(2) | The asset coverage ratio for a class of senior securities representing indebtedness is calculated as (i) the sum of (A) total assets at end of period and (B) other liabilities excluding total debt outstanding and accrued borrowing expenses at end of period, divided by (ii) the sum of total debt outstanding and accrued borrowing expenses at the end of the period. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit. |
(3) | The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. |
(4) | Not applicable. |
(5) | Our $50 million revolving credit facility with Natixis, New York Branch, as administrative agent and certain of its affiliates as lenders, dated as of June 29, 2015, which has been paid down in full and was terminated on June 29, 2017. |
(6) | Our $75 million revolving credit facility with Capital One, National Association, as Administrative Agent, Lead Arranger, Managing Agent and Committed Lender, dated as of June 29, 2017, which has been paid down in full and was terminated on August 20, 2019. |
(7) | We redeemed or paid down the remaining $16.4 million of InterNotes® during the first quarter of 2021. |
25
The following table describes each of the businesses included in our portfolio and reflects data as of March 31, 2021. Percentages shown for class of investment securities held by us represent percentage of the class owned and do not necessarily represent voting ownership. Percentages shown for equity securities, other than warrants or options, represent the actual percentage of the class of security held before dilution. Percentages shown for warrants and options held represent the percentage of class of security we may own assuming we exercise our warrants or options before dilution.
We have indicated by footnote portfolio companies (a) where we directly or indirectly own more than 25% of the outstanding voting securities of such portfolio company and, therefore, are presumed to be controlled by us under the 1940 Act and (b) where we directly or indirectly own 5% to 25% of the outstanding voting securities of such portfolio company or where we hold one or more seats on the portfolio companys board of directors and, therefore, are deemed to be an affiliated person under the 1940 Act. We directly or indirectly own less than 5% of the outstanding voting securities of all other portfolio companies (or have no other affiliations with such portfolio companies) listed on the table. We offer to make significant managerial assistance to certain of our portfolio companies. Where we do not hold a seat on the portfolio companys board of directors, we may receive rights to observe such board meetings.
Where we have indicated by footnote the amount of undrawn commitments to portfolio companies to fund various revolving and delayed draw senior secured and subordinated loans, such undrawn commitments are presented net of (i) standby letters of credit treated as drawn commitments because they are issued and outstanding, (ii) commitments substantially at our discretion and (iii) commitments that are unavailable due to borrowing base or other covenant restrictions.
26
PORTFOLIO COMPANIES
As of March 31, 2021
(dollar amounts in thousands)
(Unaudited)
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Abode Healthcare, Inc. 1099 Main Avenue, Suite 2000, Durango, CO 81301 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 525 (100 Floor) | 08/2025 | $ | | $ | (17 | ) | $ | | |||||||||||||||
Senior Secured First Lien Term Loan | L + 525 (100 Floor) | 08/2025 | $ | 1,995 | $ | 1,956 | $ | 1,995 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 525 (100 Floor) | 08/2025 | $ | 4,728 | $ | 4,655 | $ | 4,728 | ||||||||||||||||||
Aegis Sciences Corporation 515 Great Circle Road, Nashville, TN 37228 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 550 (100 Floor) | 05/2025 | $ | 7,249 | $ | 6,861 | $ | 6,760 | ||||||||||||||||
Affinitiv, Inc. 300 S. Wacker, Suite 900, Chicago, IL 60606 |
Software & Services | Unitranche First Lien Revolver | L + 600 (100 Floor) | 08/2024 | $ | | $ | (7 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 08/2024 | $ | 6,419 | $ | 6,338 | $ | 6,419 | ||||||||||||||||||
Alion Science and Technology Corporation 1750 Tysons Boulevard Ste 1300, McLean, VA 22102 |
Capital Goods | Common Stock | 745,504 | $ | 766 | $ | 1,619 | 0.15 | % | |||||||||||||||||
Allied Universal holdings, LLC 161 Washington Street, Suite 600, Conshohocken, PA 19428 |
Commercial & Professional Services | Common Stock, Class A | 2,242,341 | $ | 1,011 | $ | 2,806 | 0.07 | % | |||||||||||||||||
Ameda, Inc. 485 Half Day Rd. #320, Buffalo Grove, IL 60089 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 700 (100 Floor) | 09/2022 | $ | 188 | $ | 186 | $ | 167 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 700 (100 Floor) | 09/2022 | $ | 2,194 | $ | 2,181 | $ | 2,042 | ||||||||||||||||||
Anne Arundel Dermatology Management, LLC 1306 Concourse Dr, 201, Linthicum Heights, MD 21090 |
Health Care Equipment & Services | Senior Secured First Lien Delayed Draw Term Loan | L + 600 (100 Floor) | 10/2025 | $ | 800 | $ | 770 | $ | 800 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 600 (100 Floor) | 10/2025 | $ | | $ | (10 | ) | $ | | |||||||||||||||||
Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 10/2025 | $ | 2,444 | $ | 2,399 | $ | 2,444 | ||||||||||||||||||
Ansira Partners, Inc. 2300 Locust Street, St. Louis, MO 63103 |
Software & Services | Unitranche First Lien Delayed Draw Term Loan | L + 650 PIK | 12/2024 | $ | 983 | $ | 931 | $ | 726 | ||||||||||||||||
Unitranche First Lien Term Loan | L + 650 PIK | 12/2024 | $ | 7,252 | $ | 6,687 | $ | 5,355 | ||||||||||||||||||
ASP MCS Acquisition Corp.(4) 350 Highland Drive, Lewisville, TX 75067 |
Commercial & Professional Services | Senior Secured Second Lien Term Loan | L + 600 (100 Floor) | 10/2025 | $ | 294 | $ | 272 | $ | 292 |
27
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Common Stock | 11,792 | $ | 1,150 | $ | 1,722 | 1.18 | % | |||||||||||||||||||
Auction Technology Group(1) The Harlequin Building, 65 Southwark Street, London, SE1 0HR |
Consumer Services | Unitranche First Lien Term Loan | L + 650 | 02/2027 | £ | 1,158.0 | $ | 1,471 | $ | 1,613 | ||||||||||||||||
Unitranche First Lien Revolver | L + 650 | 08/2026 | £ | | $ | | $ | 42 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 650 | 02/2027 | $ | 6,253 | $ | 6,089 | $ | 6,315 | ||||||||||||||||||
Auto-Vehicle Parts, LLC 100 Homan Drive, Cold Spring, KY 41076 |
Automobiles & Components | Senior Secured First Lien Revolver | L + 450 (100 Floor) | 01/2023 | $ | | $ | (3 | ) | $ | (9 | ) | ||||||||||||||
Senior Secured First Lien Term Loan | L + 450 (100 Floor) | 01/2023 | $ | 4,554 | $ | 4,527 | $ | 4,489 | ||||||||||||||||||
Avaap USA LLC 510 Thornall Street, Suite 250, Edison, NJ 08837 |
Software & Services | Senior Secured First Lien Delayed Draw Term Loan | L + 650 (100 Floor) | 03/2023 | $ | 343 | $ | 340 | $ | 340 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 650 (100 Floor) | 03/2023 | $ | | $ | (6 | ) | $ | (5 | ) | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 650 (100 Floor) | 03/2023 | $ | 3,760 | $ | 3,722 | $ | 3,730 | ||||||||||||||||||
Avalign Technologies, Inc. 2275 Half Day Rd. Suite 126, Bannockburn, IL 60015 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 450 | 12/2025 | $ | 16,794 | $ | 16,672 | $ | 16,587 | ||||||||||||||||
BAART Programs, Inc. 1720 Lakepointe Dr., Suite 117, Lewisville, TX 75057 |
Health Care Equipment & Services | Senior Secured Second Lien Delayed Draw Term Loan | L + 800 (100 Floor) | 03/2025 | $ | 1,000 | $ | 957 | $ | 1,000 | ||||||||||||||||
Senior Secured Second Lien Term Loan | L + 825 (100 Floor) | 03/2025 | $ | 7,000 | $ | 6,700 | $ | 7,000 | ||||||||||||||||||
Battery Solutions, Inc.(4) 4930 Holtz Dr, Wixom, MI 48393 |
Commercial & Professional Services | Unsecured Debt | 1200 + 200 PIK | 11/2021 | $ | 1,294 | $ | 1,284 | $ | 1,173 | ||||||||||||||||
Preferred Stock, Class E | 5,381,776 | $ | 3,669 | $ | 779 | 41.67 | % | |||||||||||||||||||
Preferred Stock, Class A | 50,000 | $ | | $ | | 12.84 | % | |||||||||||||||||||
Preferred Stock, Class F | 3,333,333 | $ | | $ | | 8.29 | % | |||||||||||||||||||
Benesys Inc. 700 Tower Drive, Suite 300, Troy, MI 48098 |
Software & Services | Senior Secured First Lien Term Loan | L + 475 (100 Floor) | 10/2024 | $ | 299 | $ | 294 | $ | 296 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 475 (100 Floor) | 10/2024 | $ | | $ | (1 | ) | $ | (2 | ) | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 475 (100 Floor) | 10/2024 | $ | 1,411 | $ | 1,397 | $ | 1,393 | ||||||||||||||||||
BJ Services, LLC(2) 11211 FM 2920 Rd. Tomball, TX 77375 |
Energy | Unitranche First LienLast Out Term Loan | L + 1033 (100 Floor) | 01/2023 | $ | 8,075 | $ | 8,014 | $ | 5,732 |
28
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Unitranche First Lien Term Loan | L + 700 (150 Floor) | 01/2023 | $ | 1,880 | $ | 1,870 | $ | 1,880 | ||||||||||||||||||
BJH Holdings III Corp. 124 West Oxmoor Road, Birmingham, AL 35209 |
Consumer Services | Unitranche First Lien Term Loan | L + 525 (100 Floor) | 08/2025 | $ | 13,119 | $ | 12,967 | $ | 13,053 | ||||||||||||||||
Black Diamond Oilfield Rentals, LLC 9595 Six Pines Dr, #8210, The Woodlands, TX 77380 |
Energy | Senior Secured First Lien Term Loan | L + 650 (100 Floor) | 09/2021 | $ | 10,101 | $ | 10,066 | $ | 9,670 | ||||||||||||||||
C-4 Analytics, LLC 999 Broadway, Suite 500, Saugus, MA 01906 |
Software & Services | Senior Secured First Lien Revolver | L + 525 (100 Floor) | 08/2023 | $ | | $ | (4 | ) | $ | | |||||||||||||||
Senior Secured First Lien Term Loan | L + 525 (100 Floor) | 08/2023 | $ | 9,890 | $ | 9,813 | $ | 9,890 | ||||||||||||||||||
CAT Buyer, LLC 165 N Arlington Heights Rd, Suite 101, Buffalo Grove, IL 60089 |
Software & Services | Unitranche First Lien Revolver | L + 550 (100 Floor) | 04/2024 | $ | | $ | (8 | ) | $ | (13 | ) | ||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 04/2024 | $ | 6,223 | $ | 6,144 | $ | 6,072 | ||||||||||||||||||
CBDC Senior Loan Fund LLC(1)(3) 11100 Santa Monica Blvd, Suite 2000, Los Angeles, CA 90025 |
Diversified Financials | Partnership Interest | 40,000,000 | $ | 40,000 | $ | 39,344 | 50.00 | % | |||||||||||||||||
Centria Subsidiary Holdings, LLC 27777 Inkster Rd., Suite 100, Farmington Hills, MI 48334 |
Health Care Equipment & Services | Unitranche First Lien Revolver | L + 600 (100 Floor) | 12/2025 | $ | | $ | (46 | ) | $ | 6 | |||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 12/2025 | $ | 11,724 | $ | 11,436 | $ | 11,762 | ||||||||||||||||||
Common Stock | 11,910 | $ | 1,191 | $ | 1,407 | 0.43 | % | |||||||||||||||||||
CHA Holdings, Inc. 575 Broadway, Suite 301, Albany, NY 12207 |
Commercial & Professional Services | Senior Secured First Lien Delayed Draw Term Loan | L + 450 (100 Floor) | 04/2025 | $ | 1,011 | $ | 1,008 | $ | 1,002 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 450 (100 Floor) | 04/2025 | $ | 4,793 | $ | 4,778 | $ | 4,754 | ||||||||||||||||||
Claritas, LLC 8044 Montgomery Road, Suite 455, Cincinnati, OH 45236 |
Software & Services | Senior Secured First Lien Revolver | L + 600 (100 Floor) | 12/2023 | $ | 37 | $ | 36 | $ | 37 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 12/2023 | $ | 1,085 | $ | 1,079 | $ | 1,085 | ||||||||||||||||||
Colibri Group LLC 12977 North Outer Forty, St. Louis, MO 63141 |
Consumer Services | Unitranche First Lien Delayed Draw Term Loan | L + 575 (100 Floor) | 05/2025 | $ | 1,333 | $ | 1,310 | $ | 1,346 | ||||||||||||||||
Unitranche First Lien Revolver | L + 575 (100 Floor) | 05/2025 | $ | | $ | (17 | ) | $ | 10 | |||||||||||||||||
Unitranche First Lien Term Loan | L + 575 (100 Floor) | 05/2025 | $ | 8,106 | $ | 7,958 | $ | 8,187 | ||||||||||||||||||
Comet Acquisition, Inc. 1277 Treat Boulevard, Suite 800, Walnut Creek, CA 94597 |
Insurance | Senior Secured Second Lien Term Loan | L + 750 | 10/2026 | $ | 1,782 | $ | 1,778 | $ | 1,739 |
29
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Conisus, LLC(4) 1300 Parkwood Circle SE, Suite 450A, Atlanta, GA 30339 |
Media & Entertainment | Common Stock | 4,914,556 | $ | | $ | 5,011 | 15.79 | % | |||||||||||||||||
Preferred Stock, Series B | 1500 PIK | 19,013,276 | $ | 10,629 | $ | 19,013 | 50.00 | % | ||||||||||||||||||
Consolidated Label Co., LLC 2001 E Lake Mary Blvd, Sanford, FL 32773 |
Commercial & Professional Services | Senior Secured First Lien Revolver | L + 575 (100 Floor) | 07/2026 | $ | | $ | (11 | ) | $ | 13 | |||||||||||||||
Senior Secured First Lien Term Loan | L + 575 (100 Floor) | 07/2026 | $ | 4,328 | $ | 4,250 | $ | 4,415 | ||||||||||||||||||
Continental Battery Company 4919 Woodall St. Dallas, TX 75247 |
Automobiles & Components | Unitranche First Lien Term Loan | L + 600 (100 Floor) | 1/2027 | $ | | $ | (26 | ) | $ | 4 | |||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 1/2027 | $ | 7,321 | $ | 7,178 | $ | 7,331 | ||||||||||||||||||
CRA MSO, LLC 835 Third Avenue, Suite A, Chula Vista, CA 91911 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 700 (100 Floor) | 12/2023 | $ | 60 | $ | 58 | $ | 51 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 700 (100 Floor) | 12/2023 | $ | 1,222 | $ | 1,208 | $ | 1,169 | ||||||||||||||||||
Crusoe Bidco Limited(1) Skyguard House, 457 Kingston Road, Epsom, Surrey, KT19 0DB |
Commercial & Professional Services | Unitranche First Lien Delayed Draw Term Loan | L + 625 | 12/2025 | £ | 272 | $ | 399 | $ | 419 | ||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 625 | 12/2025 | £ | 99 | $ | | $ | | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 625 | 12/2025 | £ | 6,067 | $ | 7,439 | $ | 8,371 | ||||||||||||||||||
Curvature 5910 Landerbrook Drive, Cleveland, OH 44124 |
Software & Services | Residual Interest | 1,975,461 | $ | 1,976 | $ | 1,976 | 0.05 | % | |||||||||||||||||
Digital Room Holdings, Inc. 8000 Haskell Avenue, Van Nuys, CA 91406 |
Commercial & Professional Services | Senior Secured First Lien Term Loan | L + 500 | 05/2026 | $ | 6,877 | $ | 6,597 | $ | 6,771 | ||||||||||||||||
EiKo Global, LLC 23220 W 84th Street, Shawnee, KS 66227 |
Consumer Durables & Apparel | Senior Secured First Lien Revolver | L + 600 (100 Floor) | 06/2023 | $ | | $ | (7 | ) | $ | | |||||||||||||||
Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 06/2023 | $ | 3,215 | $ | 3,183 | $ | 3,215 | ||||||||||||||||||
Empire Auto Parts, LLC 15 Jackson Road, Totowa, NJ 07512 |
Automobiles & Components | Unitranche First Lien Revolver | L + 550 (100 Floor) | 09/2024 | $ | | $ | (5 | ) | $ | (3 | ) | ||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 09/2024 | $ | 2,438 | $ | 2,407 | $ | 2,421 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 09/2024 | $ | 2,364 | $ | 2,330 | $ | 2,348 | ||||||||||||||||||
Envocore Holding, LLC 750 MD Route 3 South, Suite 19, Gambrills, MD 21054 |
Capital Goods | Senior Secured First Lien Term Loan | L + 900 (200 Floor) (including 350 PIK) | 06/2022 | $ | 18,703 | $ | 15,996 | $ | 13,193 | ||||||||||||||||
Preferred Stock | 1,139,725 | $ | | $ | | 1.27 | % |
30
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Everlast Holding, Inc. 2501 Parmenter St, Ste. 300A, Middleton, WI 53562 |
Consumer Services | Common Stock | 948 | $ | 948 | $ | 948 | 0.09 | % | |||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 650 (100 Floor) | 10/2026 | $ | | $ | (40 | ) | | ||||||||||||||||||
Unitranche First Lien Revolver | L + 650 (100 Floor) | 10/2026 | $ | | $ | (37 | ) | | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 650 (100 Floor) | 10/2026 | $ | 13,993 | $ | 13,663 | $ | 13,993 | ||||||||||||||||||
ExamWorks Group, Inc. 3280 Peachtree Rd, Suite 2625, Atlanta, GA 30305 |
Health Care Equipment & Services | Senior Secured Second Lien Term Loan | L + 725 (100 Floor) | 07/2024 | $ | 5,735 | $ | 5,648 | $ | 5,841 | ||||||||||||||||
Common Stock | 7,500 | $ | 750 | $ | 1,675 | 0.06 | % | |||||||||||||||||||
FH MD Buyer, Inc 25700 Interstate 45 North, Suite 300, Spring, TX 77386 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 575 (100 Floor) | 10/2026 | $ | 19,635 | $ | 19,208 | $ | 19,635 | ||||||||||||||||
GACP II LP(1)(4) 11100 Santa Monica Blvd, Suite 800, Los Angeles, CA 90025 |
Diversified Financials | Partnership Interest | 14,456,614 | $ | 14,457 | $ | 14,282 | 7.78 | % | |||||||||||||||||
GH Holding Company 15 S Main St, Suite 500, Greenville, SC 29601 |
Commercial & Professional Services | Senior Secured First Lien Term Loan | L + 450 | 02/2023 | $ | 1,455 | $ | 1,452 | $ | 1,430 | ||||||||||||||||
GI Revelation Acquisition, LLC 13915 Burnet Rd, Austin, TX 78728 1828 L Street NW, Suite 1070, Washington, DC 20036 |
Commercial & Professional Services | Senior Secured First Lien Term Loan | L + 500 | 04/2025 | $ | 7,302 | $ | 7,278 | $ | 7,185 | ||||||||||||||||
Granicus, Inc. 1999 Broadway #3600, Denver, CO 80202 |
Software & Services | Unitranche First Lien Delayed Draw Term Loan | L + 650 (100 Floor) | 01/2027 | $ | | $ | (33 | ) | $ | 3 | |||||||||||||||
Unitranche First Lien Revolver | L + 650 (100 Floor) | 01/2027 | $ | | $ | (19 | ) | $ | 1 | |||||||||||||||||
Unitranche First Lien Term Loan | L + 650 (100 Floor) | 01/2027 | $ | 7,184 | $ | 7,014 | $ | 7,193 | ||||||||||||||||||
GrapeTree Medical Staffing, LLC 1003 23rd Street, Milford, IA 51351 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 525 (100 Floor) | 10/2022 | $ | | $ | (2 | ) | $ | (3 | ) | ||||||||||||||
Senior Secured First Lien Term Loan | L + 525 (100 Floor) | 10/2022 | $ | 1,641 | $ | 1,631 | $ | 1,630 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 525 (100 Floor) | 10/2022 | $ | 1,379 | $ | 1,366 | $ | 1,370 | ||||||||||||||||||
HCAT Acquisition, Inc. 6161 N State Highway 161, Suite 200, Irving, TX 75038 |
Health Care Equipment & Services | Unitranche First Lien Delayed Draw Term Loan | L + 925 (100 Floor) | 11/2022 | $ | 2,288 | $ | 2,176 | $ | 2,174 | ||||||||||||||||
Unitranche First Lien Revolver | L + 925 (100 Floor) | 11/2022 | $ | 3,837 | $ | 3,649 | $ | 3,645 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 925 (100 Floor) | 11/2022 | $ | 14,544 | $ | 13,833 | $ | 13,817 |
31
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
HCOS Group Intermediate III LLC 1550 Liberty Ridge Drive, Wayne, PA 19087 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 600 (100 Floor) | 09/2026 | $ | | $ | (17 | ) | $ | (13 | ) | ||||||||||||||
Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 09/2026 | $ | 11,542 | $ | 11,327 | $ | 11,369 | ||||||||||||||||||
Hepaco, LLC 2711 Burch Dr, Charlotte, NC 28269 |
Commercial & Professional Services | Senior Secured First Lien Delayed Draw Term Loan | L + 500 (100 Floor) | 08/2024 | $ | 4,146 | $ | 4,122 | $ | 3,881 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 500 (100 Floor) | 08/2024 | $ | 825 | $ | 824 | $ | 768 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 500 (100 Floor) | 08/2024 | $ | 5,085 | $ | 5,055 | $ | 4,768 | ||||||||||||||||||
Hercules Borrower LLC 412 Georgia Avenue, Suite 300, Chattanooga, TN 37403 |
Commercial & Professional Services | Unitranche First Lien Revolver | L + 650 (100 Floor) | 12/2026 | $ | | $ | (53 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 650 (100 Floor) | 12/2026 | $ | 19,125 | $ | 18,666 | $ | 19,125 | ||||||||||||||||||
Common Stock | 1,153,075 | $ | 1,153 | $ | 1,153 | 0.15 | % | |||||||||||||||||||
HGH Purchaser, Inc. 320 Century Blvd, Wilmington, DE 19805 |
Consumer Services | Unitranche First Lien Delayed Draw Term Loan | L + 675 (100 Floor) | 11/2025 | $ | | $ | (16 | ) | $ | | |||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 675 (100 Floor) | 11/2025 | $ | 2,946 | $ | 2,859 | $ | 2,946 | ||||||||||||||||||
Unitranche First Lien Revolver | L + 675 (100 Floor) | 11/2025 | $ | 51 | $ | 31 | $ | 51 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 675 (100 Floor) | 11/2025 | $ | 8,007 | $ | 7,846 | $ | 8,007 | ||||||||||||||||||
Common Stock, Class A | 4,171 | $ | 417 | $ | 585 | 0.10 | % | |||||||||||||||||||
Hospice Care Buyer, Inc. 500 Faulconer Dr, Charlottesville, VA 22903 |
Health Care Equipment & Services | Unitranche First Lien Delayed Draw Term Loan | L + 650 (100 Floor) | 12/2026 | $ | 1,293 | $ | 1,236 | $ | 1,293 | ||||||||||||||||
Unitranche First Lien Revolver | L + 650 (100 Floor) | 12/2026 | $ | 162 | $ | 116 | $ | 162 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 650 (100 Floor) | 12/2026 | $ | 12,743 | $ | 12,353 | $ | 12,743 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 650 (100 Floor) | 12/2026 | $ | 2,633 | $ | 2,555 | $ | 2,633 | ||||||||||||||||||
Common Stock | 12,317 | $ | 1,232 | $ | 1,232 | 0.30 | % | |||||||||||||||||||
Hsid Acquisition, LLC 1250 23rd Street NW, 4th Floor, Washington, DC 20037 |
Commercial & Professional Services | Senior Secured First Lien Delayed Draw Term Loan | L + 500 (100 Floor) | 01/2026 | $ | 2,886 | $ | 2,839 | $ | 2,886 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 500 (100 Floor) | 01/2026 | $ | | $ | (12 | ) | $ | | |||||||||||||||||
Senior Secured First Lien Term Loan | L + 500 (100 Floor) | 01/2026 | $ | 3,855 | $ | 3,791 | $ | 3,855 | ||||||||||||||||||
IGT Holding LLC 2105 Skinner Road, Houston, TX 77093 |
Commercial & Professional Services | Preferred Stock | 645,730 | $ | | $ | | 4.67 | % |
32
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Common Stock | 1,000,000 | $ | | $ | | 3.68 | % | |||||||||||||||||||
Impact Group, LLC 915 W. Jefferson Blvd, Boise, ID 83702 |
Commercial & Professional Services | Senior Secured First Lien Term Loan | L + 737 (100 Floor) | 06/2023 | $ | 6,983 | $ | 5,411 | $ | 6,586 | ||||||||||||||||
Senior Secured First Lien Delayed Draw Term Loan | L + 737 (100 Floor) | 06/2023 | $ | 6,591 | $ | 5,107 | $ | 6,217 | ||||||||||||||||||
Integrity Marketing Acquisition, LLC 9111 Cypress Waters Blvd. Ste 450, Dallas, TX 75019 |
Insurance | Unitranche First Lien Delayed Draw Term Loan | L + 575 (100 Floor) | 08/2025 | $ | 3,057 | $ | 2,993 | $ | 3,026 | ||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 575 (100 Floor) | 08/2025 | $ | 5,055 | $ | 4,952 | $ | 5,005 | ||||||||||||||||||
Unitranche First Lien Revolver | L + 575 (100 Floor) | 08/2025 | $ | | $ | (37 | ) | $ | (14 | ) | ||||||||||||||||
Unitranche First Lien Term Loan | L + 575 (100 Floor) | 08/2025 | $ | 12,846 | $ | 12,598 | $ | 12,718 | ||||||||||||||||||
Common Stock | 539,693 | $ | 648 | $ | 1,549 | 0.06 | % | |||||||||||||||||||
Preferred Stock | 1,246 | $ | 1,216 | $ | 1,532 | 0.96 | % | |||||||||||||||||||
Integro Parent, Inc.(1) 1 State Street Plaza, 9th Floor, New York, NY 10004 |
Insurance | Senior Secured First Lien Term Loan | L + 575 (100 Floor) | 10/2022 | $ | 471 | $ | 469 | $ | 471 | ||||||||||||||||
Senior Secured Second Lien Delayed Draw Term Loan | L + 925 (100 Floor) | 10/2023 | $ | 380 | $ | 378 | $ | 369 | ||||||||||||||||||
Senior Secured Second Lien Term Loan | L + 925 (100 Floor) | 10/2023 | $ | 2,915 | $ | 2,891 | $ | 2,828 | ||||||||||||||||||
Common Stock | 4,468 | $ | 454 | $ | 803 | 0.14 | % | |||||||||||||||||||
Isagenix International, LLC 155 East Rivulon Blvd, Gilbert, AZ 85297 |
Food & Staples Retailing | Senior Secured First Lien Term Loan | L + 575 (100 Floor) | 06/2025 | $ | 5,955 | $ | 5,935 | $ | 4,494 | ||||||||||||||||
ISS Compressors Industries, Inc. 10070 Daniels Interstate Court, Suite 140, Fort Myers, FL 33913 |
Commercial & Professional Services | Senior Secured First Lien Revolver | L + 550 (100 Floor) | 02/2026 | $ | | $ | (7 | ) | $ | (56 | ) | ||||||||||||||
Senior Secured First Lien Term Loan | L + 550 (100 Floor) | 02/2026 | $ | 9,033 | $ | 8,958 | $ | 8,427 | ||||||||||||||||||
IvyRehab Intermediate II, LLC 1311 Mamaroneck Avenue, Suite 140, White Plains, NY 10605 |
Health Care Equipment & Services | Unitranche First Lien Delayed Draw Term Loan | L + 675 (100 Floor) | 12/2024 | $ | 137 | $ | 111 | $ | 137 | ||||||||||||||||
Unitranche First Lien Revolver | L + 675 (100 Floor) | 12/2024 | $ | | $ | (9 | ) | $ | | |||||||||||||||||
Unitranche First Lien Term Loan | L + 675 (100 Floor) | 12/2024 | $ | 8,010 | $ | 7,861 | $ | 8,010 | ||||||||||||||||||
JLL XDD, Inc. 5800 Foxridge Dr, Suite 406, Mission, KS 66202 |
Consumer Services | Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 12/2023 | $ | 5,955 | $ | 5,820 | $ | 6,014 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 550 (100 Floor) | 12/2023 | $ | 2,107 | $ | 2,073 | $ | 2,102 |
33
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Jordan Healthcare, Inc. 875 N Michigan Ave, Chicago, IL 60611 |
Commercial & Professional Services | Senior Secured First Lien Delayed Draw Term Loan | L + 600 (100 Floor) | 07/2022 | $ | 689 | $ | 687 | $ | 686 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 600 (100 Floor) | 07/2022 | $ | 279 | $ | 278 | $ | 277 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 07/2022 | $ | 4,420 | $ | 4,404 | $ | 4,398 | ||||||||||||||||||
Kestrel Parent, LLC 1100 Xenium Lane N. Minneapolis, MN 55441 |
Materials | Unitranche First Lien Revolver | L + 575 (100 Floor) | 11/2023 | $ | | $ | (11 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 575 (100 Floor) | 11/2025 | $ | 6,655 | $ | 6,536 | $ | 6,655 | ||||||||||||||||||
Common Stock, Class A | 41,791 | $ | 209 | $ | 235 | 0.08 | % | |||||||||||||||||||
Learn-It Systems, LLC 3600 Clipper Mill Rd. Ste. 330, Baltimore, MD 21211 |
Consumer Services | Senior Secured First Lien Delayed Draw Term Loan | L + 450 (100 Floor) | 03/2025 | $ | 1,235 | $ | 1,175 | $ | 1,209 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 450 (100 Floor) | 03/2025 | $ | 300 | $ | 286 | $ | 294 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 450 (100 Floor) | 03/2025 | $ | 4,326 | $ | 4,225 | $ | 4,282 | ||||||||||||||||||
Legalshield One Pre-Paid Way, Ada, OK 74820 |
Consumer Services | Common Stock | 372 | $ | 372 | $ | 504 | 0.06 | % | |||||||||||||||||
Lightspeed Buyer, Inc. 16260 North 71st Street, Suite 350, Scottsdale, AZ 85254 |
Health Care Equipment & Services | Unitranche First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 02/2026 | $ | 1,143 | $ | 1,119 | $ | 1,117 | ||||||||||||||||
Unitranche First Lien Revolver | L + 550 (100 Floor) | 02/2026 | $ | 350 | $ | 333 | $ | 334 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 02/2026 | $ | 9,900 | $ | 9,734 | $ | 9,752 | ||||||||||||||||||
Lion Cashmere Bidco Limited Flanshaw Lane, Alverthorpe, England WF2, 9, GB(1) |
Consumer Durables & Apparel | Unitranche First Lien Term Loan | L + 600 (50 Floor) | 03/2028 | $ | 9,939 | $ | 9,667 | $ | 9,666 | ||||||||||||||||
Unitranche First Lien Term Loan | L + 600 (50 Floor) | 03/2028 | $ | 4,352 | $ | 4,232 | $ | 4,232 | ||||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 600 | 03/2028 | | (516 | ) | $ | (90 | ) | $ | (89 | ) | |||||||||||||||
Unitranche First Lien Revolver | L + 600 | 03/2026 | | (387 | ) | $ | (12 | ) | $ | (67 | ) | |||||||||||||||
Unitranche First Lien Term Loan | L + 600 (50 Floor) | 03/2028 | $ | 4,953 | $ | 4,818 | $ | 4,817 | ||||||||||||||||||
List Partners, Inc. 3098 Piedmont Road, Suite 200, Atlanta, GA 30305 |
Software & Services | Senior Secured First Lien Revolver | L + 500 (100 Floor) | 01/2023 | $ | | $ | (3 | ) | $ | (5 | ) | ||||||||||||||
Senior Secured First Lien Term Loan | L + 500 (100 Floor) | 01/2023 | $ | 4,321 | $ | 4,287 | $ | 4,270 |
34
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Mann Lake Ltd. 501 1st Street South, Hackensack, MN 56452 |
Food, Beverage & Tobacco | Senior Secured First Lien Revolver | L + 550 (100 Floor) | 10/2024 | $ | 900 | $ | 889 | $ | 899 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 550 (100 Floor) | 10/2024 | $ | 3,817 | $ | 3,767 | $ | 3,812 | ||||||||||||||||||
MDVIP, Inc. 4950 Communication Ave. Ste. 100, Boca Raton, FL 33431 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 425 (100 Floor) | 11/2024 | $ | 9,536 | $ | 9,536 | $ | 9,512 | ||||||||||||||||
Common Stock | 46,807 | $ | 648 | $ | 1,366 | 0.17 | % | |||||||||||||||||||
Medsurant Holdings, LLC One Tower Bridge, 100 Front Street, Suite 280, West Conshohocken, PA 19428 |
Health Care Equipment & Services | Senior Secured Second Lien Term Loan | 1400 (including 175 PIK) | 03/2022 | $ | 7,945 | $ | 7,914 | $ | 7,945 | ||||||||||||||||
MHS Acquisition Holdings, LLC 3235 Levis Commons Blvd. Perrysburg, OH 43528 |
Commercial & Professional Services | Senior Secured Second Lien Delayed Draw Term Loan | L + 875 (100 Floor) | 03/2025 | $ | 467 | $ | 462 | $ | 459 | ||||||||||||||||
Senior Secured Second Lien Term Loan | L + 875 (100 Floor) | 03/2025 | $ | 8,102 | $ | 7,963 | $ | 7,974 | ||||||||||||||||||
Unsecured Debt | 1350 PIK | 03/2026 | $ | 282 | $ | 280 | $ | 276 | ||||||||||||||||||
Unsecured Debt | 1350 PIK | 03/2026 | $ | 845 | $ | 838 | $ | 830 | ||||||||||||||||||
Common Stock | 10 | $ | 10 | $ | | 0.19 | % | |||||||||||||||||||
Preferred Stock | 1,019 | $ | 923 | $ | 1,042 | 0.22 | % | |||||||||||||||||||
MIR Bidco SA(1) Koningstraat 97, 1000 Brussels, Belgium |
Commercial & Professional Services | Unitranche First Lien Term Loan | E + 625 | 04/2026 | | 9,507 | $ | 10,501 | $ | 10,913 | ||||||||||||||||
Common Stock | 921 | $ | 1 | $ | | 0.04 | % | |||||||||||||||||||
Preferred Stock | 81,384 | $ | 91 | $ | 50 | 0.04 | % | |||||||||||||||||||
Unitranche First Lien Term Loan | L + 625 | 04/2026 | $ | 4,162 | $ | 4,065 | $ | 4,154 | ||||||||||||||||||
MRI Software LLC 28925 Fountain Parkway, Solon, OH 44139 |
Software & Services | Unitranche First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 02/2026 | $ | | $ | (13 | ) | $ | | |||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 02/2026 | $ | | $ | (4 | ) | $ | | |||||||||||||||||
Unitranche First Lien Revolver | L + 550 (100 Floor) | 02/2026 | $ | 63 | $ | 48 | $ | 63 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 02/2026 | $ | 585 | $ | 569 | $ | 585 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 02/2026 | $ | 18,034 | $ | 17,806 | $ | 18,034 | ||||||||||||||||||
My Alarm Center, LLC 3803 West Chester Pike, Suite 100, Newtown Square, PA 19073 |
Commercial & Professional Services | Common Stock | 129,582 | $ | | $ | | 4.60 | % | |||||||||||||||||
Junior Preferred Stock | 2,420 | $ | | $ | | 21.04 | % | |||||||||||||||||||
Senior Preferred Stock | 2,999 | $ | | $ | | 3.70 | % | |||||||||||||||||||
NMN Holdings III Corp. 155 Franklin Road, Suite 100, Brentwood, TN 37027 |
Health Care Equipment & Services | Senior Secured Second Lien Delayed Draw Term Loan | L + 775 | 11/2026 | $ | 1,667 | $ | 1,627 | $ | 1,667 |
35
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Senior Secured Second Lien Term Loan | L + 775 | 11/2026 | $ | 7,222 | $ | 7,055 | $ | 7,222 | ||||||||||||||||||
Common Stock | 11,111 | $ | 1,111 | $ | 1,258 | 0.28 | % | |||||||||||||||||||
NMSC Holdings, Inc. 68 S. Service Road, Suite 350, Melville, NY 11747 |
Health Care Equipment & Services | Senior Secured Second Lien Term Loan | L + 1000 (100 Floor) | 10/2023 | $ | 4,308 | $ | 4,236 | $ | 4,307 | ||||||||||||||||
Omni Ophthalmic Management Consultants, LLC 485 Route 1 South, Iselin, NJ 08830 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 750 (100 Floor) | 05/2023 | $ | 900 | $ | 882 | $ | 863 | ||||||||||||||||
Senior Secured Second Lien Delayed Draw Term Loan | L + 750 (100 Floor) | 03/2021 | $ | | $ | | $ | (26 | ) | |||||||||||||||||
Senior Secured First Lien Revolver | L + 750 (100 Floor) | 05/2023 | $ | 850 | $ | 844 | $ | 815 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 750 (100 Floor) | 05/2023 | $ | 6,860 | $ | 6,808 | $ | 6,577 | ||||||||||||||||||
Ontario Systems, LLC 1150 W Kilgore Ave, Muncie, IN 47305 |
Software & Services | Unitranche First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 08/2025 | $ | | $ | (4 | ) | $ | (38 | ) | ||||||||||||||
Unitranche First Lien Revolver | L + 550 (100 Floor) | 08/2025 | $ | 400 | $ | 396 | $ | 383 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 08/2025 | $ | 3,201 | $ | 3,176 | $ | 3,090 | ||||||||||||||||||
Onvoy, LLC 10300 6th Ave. N. Plymouth, MN 55441 |
Technology Hardware & Equipment | Senior Secured Second Lien Term Loan | L + 1050 (100 Floor) | 02/2025 | $ | 2,635 | $ | 2,559 | $ | 2,635 | ||||||||||||||||
Common Stock, Class A | 3,649 | 365 | 451 | 0.11 | % | |||||||||||||||||||||
Common Stock, Class B | 2,536 | $ | | $ | 63 | 0.09 | % | |||||||||||||||||||
Palmetto Moon LLC 1950 Hanahan Road, North Charleston, SC 29406 |
Retailing | Senior Secured First Lien Term Loan | 1150 + 250 PIK | 04/2022 | $ | 4,113 | $ | 3,367 | $ | 3,904 | ||||||||||||||||
Common Stock | 61 | $ | | $ | | 1.70 | % | |||||||||||||||||||
Park Place Technologies, LLC 5910 Landerbrook Drive, Cleveland, OH 44124 |
Software & Services | Unsecured Debt | 1250 PIK | 05/2029 | $ | 822 | $ | 822 | $ | 822 | ||||||||||||||||
Common Stock, Class W | 685,018 | $ | | $ | | 1.96 | % | |||||||||||||||||||
Common Stock, Class B2 | 442,203 | $ | 27 | $ | 27 | 0.06 | % | |||||||||||||||||||
Preferred Stock, Class A2 | 479 | $ | 479 | $ | 479 | 0.06 | % | |||||||||||||||||||
Patriot Acquisition Topco S.A.R.L 247 Station Drive, Suite, NE 1, Westwood, Massachusetts 02090(1) |
Health Care Equipment & Services | Unitranche First Lien Term Loan | L + 675 (100 Floor) | 01/2026 | $ | | $ | (43 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 675 (100 Floor) | 01/2028 | $ | 12,261 | $ | 11,962 | $ | 12,261 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 675 (100 Floor) | 01/2028 | $ | 5,056 | $ | 4,932 | $ | 5,056 |
36
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Common Stock, Class A | 913 | $ | 913 | $ | 913 | 0.15 | % | |||||||||||||||||||
Common Stock, Class B | 12,576 | $ | | $ | | 0.13 | % | |||||||||||||||||||
Perforce Software, Inc. 400 First Avenue North, #200, Minneapolis, MN 55401 |
Software & Services | Senior Secured Second Lien Term Loan |
L + 800 | 07/2027 | $ | 5,000 | $ | 4,978 | $ | 5,000 | ||||||||||||||||
PetIQ, LLC(1) 923 S. Bridgeway Place, Eagle, ID 83616 |
Food & Staples Retailing | Senior Secured First Lien Term Loan | L + 500 (100 Floor) | 07/2025 | $ | 14,775 | $ | 14,671 | $ | 14,775 | ||||||||||||||||
PharComp Parent B.V.(1)(2) Cypresbaan 9 Capelle Aan Den Ijssel, 2908 LT Netherlands | Pharmaceuticals, Biotechnology & Life Sciences | Unitranche First LienLast Out Term Loan | E + 625 | 02/2026 | | 6,910 | $ | 7,661 | $ | 8,121 | ||||||||||||||||
Unitranche First Lien Term Loan | E + 625 | 02/2026 | | 881 | $ | 1,110 | $ | 1,171 | ||||||||||||||||||
Pharmalogics Recruiting, LLC 999 North Pacific Coast Highway, 7th Floor, El Segundo, CA 90245 |
Health Care Equipment & Services | Unitranche First Lien Delayed Draw Term Loan | L + 625 (100 Floor) | 02/2027 | $ | | $ | (28 | ) | $ | 3 | |||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 02/2027 | $ | 6,463 | $ | 6,317 | $ | 6,479 | ||||||||||||||||||
Pilot Air Freight, LLC 314 North Middletown Road, Lima, PA 19037 |
Transportation | Senior Secured First Lien Delayed Draw Term Loan | L + 475 (100 Floor) | 07/2024 | $ | 769 | $ | 767 | $ | 769 | ||||||||||||||||
Senior Secured First Lien Delayed Draw Term Loan | L + 475 (100 Floor) | 07/2024 | $ | 1,193 | $ | 1,193 | $ | 1,193 | ||||||||||||||||||
Senior Secured First Lien Revolver | L + 475 (100 Floor) | 07/2024 | $ | 98 | $ | 98 | $ | 98 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 475 (100 Floor) | 07/2024 | $ | 5,349 | $ | 5,331 | $ | 5,349 | ||||||||||||||||||
Pinnacle Treatment Centers, Inc. 1317 Route 73, Suite 200, Mt. Laurel, NJ 08054 |
Health Care Equipment & Services | Unitranche First Lien Delayed Draw Term Loan | L + 575 (100 Floor) | 12/2022 | $ | 682 | $ | 676 | $ | 682 | ||||||||||||||||
Unitranche First Lien Revolver | L + 575 (100 Floor) | 12/2022 | $ | | $ | (4 | ) | $ | | |||||||||||||||||
Unitranche First Lien Term Loan | L + 575 (100 Floor) | 12/2022 | $ | 8,052 | $ | 8,002 | $ | 8,052 | ||||||||||||||||||
Pinstripe Holdings, LLC 200 South Executive Drive, Brookfield, WI 53005 |
Commercial & Professional Services | Unitranche First Lien Term Loan | L + 600 (100 Floor) | 01/2025 | $ | 9,800 | $ | 9,605 | $ | 9,800 | ||||||||||||||||
Potter Electric Signal Company 5757 Phantom Drive, Suite 125, Hazelwood, MO 63042 |
Capital Goods | Senior Secured First Lien Delayed Draw Term Loan | L + 425 (100 Floor) | 12/2025 | $ | 853 | $ | 837 | $ | 836 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 425 (100 Floor) | 12/2024 | $ | | $ | (4 | ) | $ | (8 | ) |
37
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Senior Secured First Lien Term Loan | L + 425 (100 Floor) | 12/2025 | $ | 2,473 | $ | 2,456 | $ | 2,436 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 425 (100 Floor) | 12/2025 | $ | 470 | $ | 467 | $ | 463 | ||||||||||||||||||
Prism Bidco, Inc. 21251 Ridgetop Circle, Suite 100, Dulles, VA 20166 |
Software & Services | Unitranche First Lien Revolver | L + 700 (100 Floor) | 06/2026 | $ | | $ | (22 | ) | $ | (21 | ) | ||||||||||||||
Unitranche First Lien Term Loan | L + 700 (100 Floor) | 06/2026 | $ | 7,444 | $ | 7,243 | $ | 7,258 | ||||||||||||||||||
Professional Physical Therapy 333 Earle Ovington Boulevard, Suite 225, Uniondale, NY 11553 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 850 (100 Floor) (including 250 PIK) | 12/2022 | $ | 9,014 | $ | 8,822 | $ | 6,896 | ||||||||||||||||
PT Network, LLC 501 Fairmount Avenue, Suite 302, Towson, MD 21286 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 750 (100 Floor) (including 200 PIK) | 11/2023 | $ | | $ | (1 | ) | $ | (6 | ) | ||||||||||||||
Senior Secured First Lien Term Loan | L + 750 (100 Floor) (including 200 PIK) | 11/2023 | $ | 4,802 | $ | 4,795 | $ | 4,731 | ||||||||||||||||||
Common Stock, Class C | 1 | $ | | $ | | 3.70 | % | |||||||||||||||||||
Pye-Barker Fire & Safety, LLC 11605 Haynes Bridge Rd. Ste 350, Alpharetta, GA 30009 |
Commercial & Professional Services | Unitranche First Lien Delayed Draw Term Loan | L + 600 (100 Floor) | 11/2025 | $ | 2,275 | $ | 2,177 | $ | 2,275 | ||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 600 (100 Floor) | 11/2025 | $ | 3,724 | $ | 3,631 | $ | 3,724 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 11/2025 | $ | 9,998 | $ | 9,772 | $ | 9,998 | ||||||||||||||||||
Common Stock | 1,125,000 | $ | 1,125 | $ | 1,234 | 0.36 | % | |||||||||||||||||||
Receivable Solutions, Inc. 800 Dutch Square Boulevard, Suite 100, Columbia, SC 29210 |
Commercial & Professional Services | Senior Secured First Lien Revolver | L + 500 (100 Floor) | 10/2024 | $ | | $ | (4 | ) | $ | | |||||||||||||||
Senior Secured First Lien Term Loan | L + 500 (100 Floor) | 10/2024 | $ | 2,014 | $ | 1,988 | $ | 2,014 | ||||||||||||||||||
Preferred Stock, Class A | 137,000 | $ | 137 | $ | 237 | 0.34 | % | |||||||||||||||||||
Right Networks, LLC 14 Hampshire Drive, Hudson, NH 03051 |
Software & Services | Unitranche First Lien Revolver | L + 550 (100 Floor) | 11/2024 | $ | | $ | (4 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 11/2024 | $ | 9,621 | $ | 9,458 | $ | 9,621 | ||||||||||||||||||
Ruffalo Noel Levitz, LLC 1025 Kirkwood Parkway SW, Cedar Rapids, IA 52404 |
Software & Services | Unitranche First Lien Revolver | L + 600 (100 Floor) | 05/2022 | $ | | $ | (1 | ) | $ | (3 | ) | ||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 05/2022 | $ | 2,499 | $ | 2,485 | $ | 2,474 |
38
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Safco Dental Supply, LLC 1111 Corporate Grove Dr, Buffalo Grove, IL 60089 |
Health Care Equipment & Services | Unitranche First Lien Revolver | L + 400 (100 Floor) | 06/2025 | $ | 240 | $ | 233 | $ | 230 | ||||||||||||||||
Unitranche First Lien Term Loan | L + 400 (100 Floor) | 06/2025 | $ | 4,043 | $ | 3,990 | $ | 3,973 | ||||||||||||||||||
Sandvine Corporation(1) 408 Albert St., Waterloo, Ontario, Canada |
Telecommunication Services | Senior Secured Second Lien Term Loan | L + 800 | 11/2026 | $ | 4,500 | $ | 4,364 | $ | 4,271 | ||||||||||||||||
Saturn Borrower Inc 5 Becker Farm Road, Roseland, NJ 07068 |
Software & Services | Unitranche First Lien Term Loan | L + 650 (100 Floor) | 09/2026 | $ | 2,494 | $ | 2,420 | $ | 2,494 | ||||||||||||||||
Unitranche First Lien Revolver | L + 650 (100 Floor) | 09/2026 | $ | | $ | (42 | ) | $ | | |||||||||||||||||
Unitranche First Lien Term Loan | L + 650 (100 Floor) | 09/2026 | $ | 20,473 | $ | 19,899 | $ | 20,473 | ||||||||||||||||||
Common Stock | 411,511 | $ | 411 | $ | 445 | 0.07 | % | |||||||||||||||||||
SavATree, LLC 550 Bedford Road, Bedford Hills, NY 10507 |
Commercial & Professional Services | Senior Secured First Lien Delayed Draw Term Loan | L + 525 (100 Floor) | 06/2022 | $ | 893 | $ | 887 | $ | 893 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 525 (100 Floor) | 06/2022 | $ | | $ | (3 | ) | $ | | |||||||||||||||||
Senior Secured First Lien Term Loan | L + 525 (100 Floor) | 06/2022 | $ | 3,900 | $ | 3,881 | $ | 3,900 | ||||||||||||||||||
Seniorlink Incorporated 120 Saint James, Suite 203, Boston, MA 02116 |
Health Care Equipment & Services | Unitranche First Lien Revolver | L + 700 (100 Floor) | 07/2026 | $ | | $ | (28 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 700 (100 Floor) | 07/2026 | $ | 6,801 | $ | 6,616 | $ | 6,801 | ||||||||||||||||||
Common Stock | 68,182 | $ | 682 | $ | 1,220 | 0.22 | % | |||||||||||||||||||
Service Logic Acquisition, Inc 214 N Tryon Street, Suite 2425, Charlotte, NC 28202 |
Commercial & Professional Services | Senior Secured Second Lien Delayed Draw Term Loan | L + 850 (100 Floor) | 10/2028 | $ | | $ | (69 | ) | $ | | |||||||||||||||
Senior Secured Second Lien Term Loan | L + 850 (100 Floor) | 10/2028 | $ | 8,755 | $ | 8,501 | $ | 8,755 | ||||||||||||||||||
Common Stock | 13,132 | $ | 1,313 | $ | 1,313 | 0.15 | % | |||||||||||||||||||
Slickdeals Holdings, LLC(4) 6010 South Durango Drive, Suite 200, Las Vegas, NV 89113 |
Retailing | Unitranche First Lien Revolver | L + 625 (100 Floor) | 06/2023 | $ | | $ | (9 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 06/2024 | $ | 14,491 | $ | 14,206 | $ | 14,488 | ||||||||||||||||||
Common Stock | 99 | $ | 991 | $ | 1,483 | 0.31 | % | |||||||||||||||||||
Smile Brands, Inc. 100 Spectrum Center Drive, Suite 1500, Irvine, CA 92618 |
Health Care Equipment & Services | Senior Secured First Lien Delayed Draw Term Loan | L + 517 | 10/2024 | $ | 618 | $ | 614 | $ | 608 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 517 | 09/2024 | $ | | $ | (2 | ) | $ | (4 | ) | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 517 | 10/2024 | $ | 2,053 | $ | 2,040 | $ | 2,023 | ||||||||||||||||||
Smile Doctors LLC 2113 SW HK Dodgen Loop, Temple, TX 76502 |
Health Care Equipment & Services | Senior Secured First Lien Revolver | L + 600 (100 Floor) | 10/2022 | $ | | $ | | $ | |
39
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Senior Secured First Lien Term Loan | L + 600 (100 Floor) | 10/2022 | $ | 16,239 | $ | 16,223 | $ | 16,239 | ||||||||||||||||||
Southern HVAC Corporation 485 North Keller Road, Suite 515, Maitland, FL 32751 |
Consumer Services | Unitranche First Lien Delayed Draw Term Loan | L + 625 (100 Floor) | 10/2025 | $ | | $ | (22 | ) | $ | | |||||||||||||||
Unitranche First Lien Revolver | L + 625 (100 Floor) | 10/2025 | $ | | $ | (18 | ) | $ | | |||||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 10/2025 | $ | 5,536 | $ | 5,433 | $ | 5,536 | ||||||||||||||||||
Southern Technical Institute, Inc.(4) 3940 North Dean Road, Orlando, FL 32817 |
Consumer Services | Common Stock, Class A1 | 6,000,000 | $ | | $ | 7,310 | 100.00 | % | |||||||||||||||||
Common Stock, Class A | 3,164,063 | $ | | $ | 278 | 8.12 | % | |||||||||||||||||||
Spear Education 7201 E Princess Boulevard, Scottsdale, AZ 85255 |
Commercial & Professional Services | Senior Secured First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 02/2025 | $ | | $ | (24 | ) | $ | | |||||||||||||||
Senior Secured First Lien Term Loan | L + 550 (100 Floor) | 02/2025 | $ | 6,806 | $ | 6,751 | $ | 6,806 | ||||||||||||||||||
Stepping Stones Healthcare Services, LLC 184 High St, 5th Floor, Boston, MA 02110 |
Consumer Services | Unitranche First Lien Delayed Draw Term Loan | L + 625 (100 Floor) | 03/2027 | $ | | $ | (12 | ) | $ | (8 | ) | ||||||||||||||
Unitranche First Lien Revolver | L + 625 (100 Floor) | 03/2026 | $ | | $ | (11 | ) | $ | (7 | ) | ||||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 03/2027 | $ | 5,900 | $ | 5,812 | $ | 5,842 | ||||||||||||||||||
Teaching Strategies LLC 4500 East West Highway, Suite 300, Bethesda, MD 20814 |
Consumer Services | Unitranche First Lien Revolver | L + 600 (100 Floor) | 05/2024 | $ | | $ | (8 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 05/2024 | $ | 9,117 | $ | 8,985 | $ | 9,117 | ||||||||||||||||||
Teal Acquisition Co., Inc 1200 Lenox Drive, Lawrenceville, NJ 08648 |
Pharmaceuticals, Biotechnology & Life Sciences | Unitranche First Lien Delayed Draw Term Loan | L + 625 (100 Floor) | 09/2026 | $ | | $ | (22 | ) | $ | | |||||||||||||||
Unitranche First Lien Revolver | L + 625 (100 Floor) | 09/2026 | $ | 310 | $ | 275 | $ | 310 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 09/2026 | $ | 9,101 | $ | 8,847 | $ | 9,101 | ||||||||||||||||||
Common Stock | 4,562 | $ | 456 | $ | 472 | 0.14 | % | |||||||||||||||||||
TecoStar Holdings, Inc. 115 Eames Street, Wilmington, MA 01887 |
Commercial & Professional Services | Senior Secured Second Lien Term Loan | L + 850 (100 Floor) | 11/2024 | $ | 5,000 | $ | 4,929 | $ | 5,000 | ||||||||||||||||
Common Stock | 500,000 | $ | 500 | $ | 898 | 0.11 | % | |||||||||||||||||||
The Hilb Group, LLC 6802 Paragon Place, Suite 200, Richmond, VA 23230 |
Insurance | Unitranche First Lien Delayed Draw Term Loan | L + 575 (100 Floor) | 12/2026 | $ | 1,016 | $ | 994 | $ | 991 | ||||||||||||||||
Unitranche First Lien Revolver | L + 575 (100 Floor) | 12/2025 | $ | | $ | (7 | ) | $ | (9 | ) | ||||||||||||||||
Unitranche First Lien Term Loan | L + 575 (100 Floor) | 12/2026 | $ | 3,594 | $ | 3,518 | $ | 3,504 | ||||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 625 (100 Floor) | 12/2026 | $ | 191 | $ | 167 | $ | 191 | ||||||||||||||||||
Unitranche First Lien Revolver | L + 625 (100 Floor) | 12/2025 | $ | | $ | (3 | ) | $ | |
40
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 12/2026 | $ | 1,066 | $ | 1,041 | $ | 1,066 | ||||||||||||||||||
Transportation Insight, LLC 310 Main Ave Way SE, Hickory, NC 28602 |
Software & Services | Senior Secured First Lien Delayed Draw Term Loan | L + 450 | 12/2024 | $ | 1,274 | $ | 1,266 | $ | 1,261 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 450 | 12/2024 | $ | 89 | $ | 85 | $ | 82 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 450 | 12/2024 | $ | 5,129 | $ | 5,096 | $ | 5,077 | ||||||||||||||||||
Tranzonic 26301 Curtiss-Wright Parkway, Cleveland, OH 44143 |
Household & Personal Products | Senior Secured First Lien Revolver | L + 450 (100 Floor) | 03/2023 | $ | 367 | $ | 365 | $ | 367 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 450 (100 Floor) | 03/2023 | $ | 3,802 | $ | 3,785 | $ | 3,802 | ||||||||||||||||||
Trident Technologies, LLC 310 The Bridge Street, Suite 350, Huntsville, AL 35806 |
Software & Services | Senior Secured First Lien Term Loan | L + 600 (150 Floor) | 12/2025 | $ | 14,812 | $ | 14,629 | $ | 14,812 | ||||||||||||||||
Trinity Partners, LLC 230 Third Avenue, Waltham, MA 02451 |
Pharmaceuticals, Biotechnology & Life Sciences | Senior Secured First Lien Revolver | L + 500 (100 Floor) | 02/2025 | $ | | $ | (4 | ) | $ | | |||||||||||||||
Senior Secured First Lien Term Loan | L + 500 (100 Floor) | 02/2025 | $ | 3,700 | $ | 3,675 | $ | 3,700 | ||||||||||||||||||
Unifeye Vision Partners 2651 North Harwood Street, Suite 120, Dallas, TX 75201 |
Health Care Equipment & Services | Senior Secured First Lien Delayed Draw Term Loan | L + 475 (100 Floor) | 09/2025 | $ | 811 | $ | 781 | $ | 739 | ||||||||||||||||
Senior Secured First Lien Revolver | L + 475 (100 Floor) | 09/2025 | $ | 453 | $ | 428 | $ | 413 | ||||||||||||||||||
Senior Secured First Lien Term Loan | L + 475 (100 Floor) | 09/2025 | $ | 5,333 | $ | 5,250 | $ | 5,205 | ||||||||||||||||||
United Language Group, Inc. 1660 Utica Avenue S, Minneapolis, MN 55416 |
Consumer Services | Senior Secured First Lien Revolver | L + 675 (100 Floor) | 12/2021 | $ | 400 | $ | 398 | $ | 387 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 675 (100 Floor) | 12/2021 | $ | 4,629 | $ | 4,611 | $ | 4,480 | ||||||||||||||||||
UP Acquisition Corp. 217 Metro Dr. Terrell, TX 75160 |
Commercial & Professional Services | Unitranche First Lien Delayed Draw Term Loan | L + 625 (100 Floor) | 05/2024 | $ | 1,185 | $ | 1,168 | $ | 1,166 | ||||||||||||||||
Unitranche First Lien Revolver | L + 625 (100 Floor) | 05/2024 | $ | 391 | $ | 375 | $ | 370 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 625 (100 Floor) | 05/2024 | $ | 4,323 | $ | 4,265 | $ | 4,252 | ||||||||||||||||||
VetStrategy(1) 7000 Pine Valley Drive, Suite 201, Woodbridge, ON L4L 4Y8, Canada |
Health Care Equipment & Services | Unsecured Debt | C + 1000 PIK (100 Floor) | 03/2031 | C$ | 2,500 | $ | 1,902 | $ | 1,989 | ||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | C + 700 (100 Floor) | 07/2027 | C$ | 3,170 | $ | 2,032 | $ | 2,137 |
41
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
||||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | C + 700 (100 Floor) | 07/2027 | C$ | 1,725 | $ | 1,312 | $ | 1,372 | ||||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | C + 700 (100 Floor) | 07/2027 | C$ | 1,724 | $ | 1,257 | $ | 1,372 | ||||||||||||||||||
Unitranche First Lien Term Loan | C + 700 (100 Floor) | 07/2027 | C$ | 9,246 | $ | 6,711 | $ | 7,357 | ||||||||||||||||||
Common Stock | 750,000 | $ | 560 | $ | 665 | 0.07 | % | |||||||||||||||||||
Vistage Worldwide, Inc. 11452 El Camino Real, Suite 400, San Diego, CA 92130 |
Consumer Services | Senior Secured First Lien Term Loan | L + 400 (100 Floor) | 02/2025 | $ | 6,134 | $ | 6,143 | $ | 6,115 | ||||||||||||||||
Vital Care Buyer, LLC 1170 Northeast Industrial Park Rd., Meridian, MS 39301 |
Health Care Equipment & Services | Unitranche First Lien Revolver | L + 600 (100 Floor) | 10/2025 | $ | | $ | (35 | ) | $ | | |||||||||||||||
Unitranche First Lien Term Loan | L + 600 (100 Floor) | 10/2025 | $ | 7,758 | $ | 7,633 | $ | 7,758 | ||||||||||||||||||
Vivid Seats Ltd.(4) 111 N. Canal St, #800, Chicago, IL 60606 |
Retailing | Common Stock | 608,108 | $ | 608 | $ | 816 | 0.21 | % | |||||||||||||||||
Preferred Stock | 1,891,892 | $ | 1,892 | $ | 3,003 | 1.35 | % | |||||||||||||||||||
WeddingWire, Inc. 2 Wisconsin Circle, 3rd Floor, Chevy Chase, MD 20815 |
Consumer Services | Senior Secured Second Lien Term Loan | L + 825 | 12/2026 | $ | 5,000 | $ | 4,957 | $ | 4,840 | ||||||||||||||||
Winxnet Holdings LLC 63 Marginal Way, 4th Floor, Portland, ME 04101 |
Software & Services | Unitranche First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 06/2023 | $ | 639 | $ | 631 | $ | 639 | ||||||||||||||||
Unitranche First Lien Delayed Draw Term Loan | L + 550 (100 Floor) | 06/2023 | $ | 1,047 | $ | 1,029 | $ | 1,047 | ||||||||||||||||||
Unitranche First Lien Revolver | L + 550 (100 Floor) | 06/2023 | $ | | $ | (5 | ) | $ | | |||||||||||||||||
Unitranche First Lien Revolver | L + 550 (100 Floor) | 06/2023 | $ | 240 | $ | 236 | $ | 240 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 06/2023 | $ | 1,550 | $ | 1,520 | $ | 1,550 | ||||||||||||||||||
Unitranche First Lien Term Loan | L + 550 (100 Floor) | 06/2023 | $ | 1,945 | $ | 1,926 | $ | 1,945 | ||||||||||||||||||
Wrench Group LLC 1787 Williams Dr. Marietta, GA 30066 |
Consumer Services | Senior Secured Second Lien Term Loan | L + 788 | 04/2027 | $ | 2,500 | $ | 2,438 | $ | 2,482 | ||||||||||||||||
Common Stock, Class A | 1,143 | $ | 115 | $ | 163 | 0.02 | % | |||||||||||||||||||
Common Stock | 4,082 | $ | 410 | $ | 584 | 0.07 | % | |||||||||||||||||||
Xcentric Mold and Engineering Acquisition Company, LLC 24541 Maplehurst Drive, Clinton Twp, MI 48036 |
Commercial & Professional Services | Senior Secured First Lien Revolver | L + 700 (100 Floor) (including 100 PIK) |
01/2022 | $ | 712 | $ | 710 | $ | 603 | ||||||||||||||||
Senior Secured First Lien Term Loan | L + 700 (100 Floor) (including 100 PIK) |
01/2022 | $ | 4,414 | $ | 4,399 | $ | 3,737 | ||||||||||||||||||
Xpress Global Systems, LLC 6137 Shallowford Rd, Chattanooga, TN 37421 |
Transportation | Common Stock | 12,544 | $ | | $ | | 31.36 | % |
42
Name and |
Industry |
Investment |
Interest Term |
Maturity/ Dissolution Date |
Principal Amount, Par Value or Shares |
Cost | Fair Value |
Percentage of Class Held |
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Zest Acquisition Corp. 2061 Wineridge Place, Escondido, CA 92029 |
Health Care Equipment & Services | Senior Secured First Lien Term Loan | L + 350 | 03/2025 | $ | 8,603 | $ | 8,604 | $ | 8,458 | ||||||||||||||||
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Total Investments | $ | 1,026,948 | $ | 1,057,627 | ||||||||||||||||||||||
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(1) | The Company has determined that indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Companys total assets. |
(2) | 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. |
(3) | 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 companys outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. |
(4) | As defined in the 1940 Act, the company is deemed to be an Affiliated Investment of the Company as the Company owns 5% or more of the portfolio companys securities. |
43
The information contained under the captions Proposal 1: Election of Class I and Class II Directors and Corporate Governance in our most recent Proxy Statement for our Annual Meeting of Stockholders and Business of our most recent Annual Report on Form 10-K is incorporated by reference herein.
The description below supplements the information contained under the captions Proposal 1: Election of Class I and Class II Directors and Corporate Governance in our most recent Proxy Statement for our Annual Meeting of Stockholders and Business of our most recent Annual Report on Form 10-K.
PORTFOLIO MANAGEMENT
Crescent Capital BDC considers the members of the Investment Committee of Crescent Cap Advisors, LLC to be Crescent Capital BDCs portfolio managers. The following individuals function as portfolio managers with the most significant responsibility for the day-to-day management of Crescent Capital BDCs portfolio.
Name | Position | Length of |
Principal Occupation(s) During Past Five Years | |||
John S. Bowman |
Managing Director, Crescent Capital Group LP | Since 2012 | Serves on Crescent Cap Advisors investment committee; Managing Director and co-head of Crescent Capital Group LPs U.S. Direct Lending business. Prior to joining Crescent Capital Group LP in 2012, Mr. Bowman was president of HighPoint Capital Management, LLC (a U.S. direct lending business which he co-founded in 2005). | |||
Jason A. Breaux |
Chief Executive Officer, Crescent Capital BDC | Since 2000 | Chairman of Crescent Cap Advisors investment committee and Managing Director of Crescent Capital Group LP within the private credit strategy. | |||
Christopher G. Wright |
Managing Director, Crescent Capital Group LP | Since 2001 | Serves on Crescent Cap Advisors investment committee; Managing Director of Crescent Capital Group LP focusing on mezzanine finance. |
Collectively or separately, John Bowman, Jason Breaux and Chris Wright are also primarily responsible for the day-to-day management of certain other accounts and pooled investment vehicles, with approximately $16.8 billion of capital under management, of which certain accounts and vehicles, with approximately $13.4 billion of capital under management, are subject to performance or incentive fees.
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The following table sets forth the dollar range of Crescent Capital BDCs equity securities based on the closing price of Crescent Capital BDCs common stock as of March 31, 2021 and the number of shares beneficially owned by each of the portfolio managers described above as of December 31, 2020 unless otherwise indicated below.
Name | Aggregate Dollar Range of Equity Securities in Crescent Capital BDC(1) |
|||
John S. Bowman |
None | |||
Jason A. Breaux |
$ | 500,001$1,000,000 | ||
Christopher G. Wright |
$ | 100,001$500,000 |
(1) | Dollar ranges are as follows: none, $1$10,000, $10,001$50,000, $50,001$100,000, $100,001$500,000, $500,001$1,000,000 or over $1,000,000. |
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CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS
To Crescent Capital BDCs knowledge, as of August 4, 2021, there were no persons that owned 25% or more of Crescent Capital BDCs outstanding voting securities and no person would be deemed to control Crescent Capital BDC, as such term is defined in the 1940 Act, as a result of share ownership.
The following table sets forth, as of August 4, 2021 (unless otherwise noted), the number of shares of Crescent Capital BDC common stock beneficially owned by each of its current directors and named executive officers, all directors and executive officers as a group and beneficial owners who directly or indirectly own, control or hold, with the power to vote, five percent or more of the outstanding Crescent Capital BDC common stock. Ownership information for those persons who beneficially own 5% or more of the outstanding shares of Crescent Capital BDC common stock is based upon Schedule 13D, Schedule 13G, Form 4, Form 13F or other filings by such persons with the SEC and other information obtained from such persons.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Name and address(1) |
Type of ownership |
Shares owned |
Percentage of the Corporations outstanding shares as of August 4, 2021 |
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Independent Directors |
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Kathleen S. Briscoe |
Common | | | % | ||||||||
Michael S. Segal |
Common | 3,616 | * | |||||||||
Steven F. Strandberg |
Common | 222,773 | 0.8 | % | ||||||||
George G. Strong, Jr. |
Common | 25,321 | * | |||||||||
Interested Directors |
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Elizabeth E. Ko |
Common | | | % | ||||||||
Executive Officers |
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Jason Breaux |
Common | 29,394 | 0.1 | % | ||||||||
Gerhard Lombard |
Common | 15,234 | * | |||||||||
Joseph A. Hanlon |
Common | 7,071 | * | |||||||||
George P. Hawley |
Common | 4,165 | * | |||||||||
Raymond Barrios |
Common | 8,015 | * | |||||||||
Kirill Bouek |
| | | % | ||||||||
All Directors and Officers as a Group |
Common | 315,589 | 1.1 | % |
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Type of ownership |
Name and address |
Shares owned | Percentage of the Corporations Outstanding Shares as of August 4, 2021 |
|||||||
Five Percent Stockholders: |
| |||||||||
Common |
Texas County & District Retirement Systems Barton Oaks Plaza IV, 901 Mopac South, Ste. 500 Austin, TX 78746(1) |
5,001,752 | (1) | 17.76 | % | |||||
Common |
UFCW Northern California Employers Joint Pension Plan 1000 Burnett Ave, Ste. 200 Concord, CA 94520(2) |
4,228,985 | (2) | 15.01 | % | |||||
Common |
Fidelity & Guaranty Life Insurance Company Two Ruan Center, 601 Locust Street, 14th Fl. Des Moines, IA 50309(3) |
4,205,307 | (3) | 14.93 | % | |||||
Common |
Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7 (4)(5) |
3,796,246 | (4)(5) | 13.48 | % | |||||
Common |
Cresset Asset Management, LLC 444 West Lake Street, Suite 4700 Chicago, IL 60606(6)(7) |
1,413,258 | (6)(7) | 5.02 | % |
(1) | The foregoing information is based on an amended Schedule 13G filed by Texas County & District Retirement System with the SEC on February 10, 2021 reporting common stock ownership as of December 31, 2020. |
(2) | The foregoing information is based on an amended Schedule 13G filed by UFCW Northern California Employers Joint Pension Plan with the SEC on February 17, 2021 reporting common stock ownership as of December 31, 2020. |
(3) | The foregoing information is based on a Form 13F-HR filed by Fidelity National Financial, Inc. with the SEC on May 14, 2021 reporting share ownership as of March 31, 2021. |
(4) | The foregoing information is based on a Schedule 13G filed by Fairfax Financial Holdings Limited with the SEC on January 29, 2021 reporting common stock ownership as of December 31, 2020. |
(5) | Formerly known as Allied World Assurance Company, Ltd. |
(6) | The foregoing information is based on a Form 13F-HR filed by Cresset Asset Management, LLC with the SEC on May 12, 2021 reporting share ownership as of March 31, 2021. |
(7) | The address for the Advisor and each Director or officer is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025. |
* | Less than 0.1% percent. |
47
DETERMINATION OF NET ASSET VALUE
The net asset value per share of our outstanding shares of common stock is determined quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding.
We calculate the value of our investments in accordance with the procedures described in Managements Discussion and Analysis of Financial Condition Results of OperationsCritical Accounting Policies in our most recent Annual Report on Form 10-K under the caption Critical Accounting Policies, which are incorporated by reference herein.
We adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then stockholders who are participating in the dividend reinvestment plan (the Participants), will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.
Prior to February 3, 2020, which is the date of our listing on NASDAQ, only stockholders who opted in to the dividend reinvestment plan had their cash dividends and other distributions automatically reinvested in additional shares of our common stock. After February 3, 2020, stockholders who do not opt out of the dividend reinvestment plan will have their cash dividends and other distributions automatically reinvested in additional shares of our common stock. The elections of stockholders that made an election prior to February 3, 2020 remain effective.
Those stockholders whose shares are held by a