Bain Capital Specialty Finance Earnings 2019-09-30

BCSF 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

10-Q 1 a19-17620_110q.htm 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		81-2878769
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

200 Clarendon Street, 37th Floor Boston, MA (Address of principal executive offices)		02116 (Zip Code)

(617) 516-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BCSF		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting companyo
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 6, 2019, the registrant had 51,649,812.27 shares of common stock, $0.001 par value, outstanding.

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TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION	4

Item 1.	Consolidated Financial Statements	4

	Consolidated Statements of Assets and Liabilities as of September 30, 2019 (unaudited) and December 31, 2018	4

	Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 (unaudited)	5

	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2019 and 2018 (unaudited)	6

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (unaudited)	7

	Consolidated Schedules of Investments as of September 30, 2019 (unaudited) and December 31, 2018	8

	Notes to Consolidated Financial Statements (unaudited)	17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79

Item 4.	Controls and Procedures	80

PART II	OTHER INFORMATION	81

Item 1.	Legal Proceedings	81

Item 1A.	Risk Factors	81

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81

Item 3.	Defaults Upon Senior Securities	81

Item 4.	Mine Safety Disclosures	81

Item 5.	Other Information	81

Item 6.	Exhibits	82

Signatures		83

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FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2018 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

	As of			As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $2,456,038 and $1,449,749, respectively)	$	2,431,395		$	1,422,837
Non-controlled/affiliate investment (amortized cost of $6,720 and $6,720, respectively)	6,720			6,720
Controlled affiliate investment (amortized cost of $66,298 and $296,648, respectively)	68,619			298,249
Cash and cash equivalents	70,637			14,693
Foreign cash (cost of $1,066 and $589, respectively)	992			591
Restricted cash	86,402			17,987
Collateral on forward currency exchange contracts	64			4
Deferred financing costs	3,471			4,018
Interest receivable on investments	18,600			6,249
Prepaid insurance	—			1
Receivable for sales and paydowns of investments	28,070			1,634
Other assets	2,147			—
Unrealized appreciation on forward currency exchange contracts	9,308			9,322
Dividend receivable	1,037			8,709
Total Assets	$	2,727,462		$	1,791,014

Liabilities
Debt (net of unamortized debt issuance costs of $4,685 and $2,040, respectively)	$	1,657,578		$	634,925
Offering costs payable	1,731			1,820
Interest payable	12,381			4,835
Payable for investments purchased	3,033			119,166
Base management fee payable	6,328			2,950
Incentive fee payable	3,567			3,300
Accounts payable and accrued expenses	3,443			1,281
Distributions payable	21,176			21,108
Total Liabilities	1,709,237			789,385

Commitments and Contingencies (See Note 10)

Net Assets
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	$	—		$	—
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 51,649,812 and 51,482,137 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	52			51
Paid in capital in excess of par value	1,037,577			1,034,255
Total distributable earnings (loss)	(19,404		)	(32,677		)
Total Net Assets	1,018,225			1,001,629
Total Liabilities and Total Net assets	$	2,727,462		$	1,791,014

Net asset value per share	$	19.71		$	19.46

See Notes to Consolidated Financial Statements

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Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	50,710		$	20,271		$	126,037		$	48,707
Dividend income	46			—			62			—
Other income	236			92			627			300
Total investment income from non-controlled/non-affiliate investments	50,992			20,363			126,726			49,007
Investment income from controlled affiliate investments:
Interest from investments	781			96			1,023			195
Dividend income	915			6,204			15,425			16,345
Other income	—			—			4			—
Total investment income from controlled affiliate investments	1,696			6,300			16,452			16,540
Total investment income	52,688			26,663			143,178			65,547

Expenses
Interest and debt financing expenses	19,427			6,524			46,592			16,138
Base management fee	8,910			4,639			23,644			11,643
Incentive fee	4,330			3,242			12,905			6,158
Professional fees	789			900			1,615			1,740
Directors fees	159			68			370			203
Other general and administrative expenses	1,243			330			3,672			954
Total expenses before fee waivers	34,858			15,703			88,798			36,836
Base management fee waiver	(2,582		)	(2,319		)	(6,450		)	(5,821		)
Incentive fee waiver	(763		)	(620		)	(2,745		)	(1,624		)
Total expenses, net of fee waivers	31,513			12,764			79,603			29,391
Net investment income	21,175			13,899			63,575			36,156

Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments	27			(3,175		)	(1,394		)	(5,021		)
Net realized gain on controlled affiliate investments	—			—			265			—
Net realized gain (loss) on foreign currency transactions	122			(103		)	(190		)	(367		)
Net realized gain (loss) on forward currency exchange contracts	346			177			11,042			(2,696		)
Net change in unrealized appreciation (depreciation) on foreign currency translation	162			(17		)	461			(43		)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts	9,135			1,529			(14		)	9,123
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments	(12,373		)	7,124			2,269			(2,197		)
Net change in unrealized appreciation (depreciation) on controlled affiliate investments	(395		)	(443		)	720			1,562
Total net gains (losses)	(2,976		)	5,092			13,159			361

Net increase in net assets resulting from operations	$	18,199		$	18,991		$	76,734		$	36,517

Per Common Share Data
Basic and diluted net investment income per common share	$	0.41		$	0.33		$	1.23		$	1.02
Basic and diluted increase in net assets resulting from operations per common share	$	0.35		$	0.46		$	1.49		$	1.03
Basic and diluted weighted average common shares outstanding	51,649,812			41,733,013			51,587,779			35,461,497

See Notes to Consolidated Financial Statements

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Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Operations:
Net investment income	$	21,175		$	13,899		$	63,575		$	36,156
Net realized gain (loss)	495			(3,101		)	9,723			(8,084		)
Net change in unrealized appreciation (depreciation)	(3,471		)	8,193			3,436			8,445
Net increase in net assets resulting from operations	18,199			18,991			76,734			36,517
Stockholder distributions:
Distributions from distributable earnings	(21,176		)	(17,967		)	(63,460		)	(42,061		)
Net decrease in net assets resulting from stockholder distributions	(21,176		)	(17,967		)	(63,460		)	(42,061		)
Capital share transactions:
Issuance of common stock, net	—			125,973			—			376,948
Reinvestment of stockholder distributions	—			2,408			3,322			5,594
Net increase in net assets resulting from capital share transactions	—			128,381			3,322			382,542

Total increase (decrease) in net assets	(2,977		)	129,405			16,596			376,998
Net assets at beginning of period	1,021,202			754,556			1,001,629			506,963
Net assets at end of period	$	1,018,225		$	883,961		$	1,018,225		$	883,961

Net asset value per common share	$	19.71		$	20.17		$	19.71		$	20.17
Common stock outstanding at end of period	51,649,812			43,821,596			51,649,812			43,821,596

See Notes to Consolidated Financial Statements

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Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)

	For the Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities
Net increase in net assets resulting from operations	$	76,734		$	36,517
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments	(1,068,880		)	(675,407		)
Proceeds from principal payments and sales of investments	730,260			195,036
Net realized loss from investments	1,129			5,021
Net realized loss on foreign currency transactions	190			367
Net change in unrealized (appreciation) depreciation on forward currency exchange contracts	14			(9,123		)
Net change in unrealized (appreciation) depreciation on investments	(2,989		)	635
Net change in unrealized (appreciation) depreciation on foreign currency translation	(461		)	43
Increase in investments due to PIK	(35		)	—
Accretion of discounts and amortization of premiums	(2,884		)	(1,256		)
Amortization of deferred financing costs and debt issuance costs	1,106			1,074
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts	(60		)	3,598
Interest receivable on investments	(12,351		)	(1,593		)
Prepaid insurance	1			135
Distribution receivable	—			(61		)
Dividend receivable	7,672			(6,084		)
Other assets	(2,147		)	—
Interest payable	7,546			(217		)
Base management fee payable	3,378			1,075
Incentive fee payable	267			1,913
Accounts payable and accrued expenses	2,162			909
Excise tax payable	—			(5		)
Net cash used in operating activities	(259,348		)	(447,423		)

Cash flows from financing activities
Borrowings on debt	1,149,248			635,700
Repayments on debt	(700,929		)	(487,361		)
Payments of financing costs	(409		)	—
Payments of offering costs	(89		)	—
Payments of debt issuance costs	(2,795		)	(1,683		)
Proceeds from issuance of common stock	—			376,948
Stockholder distributions paid	(60,070		)	(26,242		)
Net cash provided by financing activities	384,956			497,362

Net increase in cash, foreign cash, restricted cash and cash equivalents	125,608			49,939
Effect of foreign currency exchange rates	(848		)	(385		)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period	33,271			140,918
Cash, foreign cash, restricted cash and cash equivalents, end of period	$	158,031		$	190,472

Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	37,940		$	15,281
Cash paid for excise taxes during the period	$	—		$	5
Supplemental disclosure of non-cash information:
Reinvestment of stockholder distributions	$	3,322		$	5,594
Distribution to owner from ABCS JV	$	346,329		$	—

	As of September 30,
	2019		2018
Cash	$	70,637	$	151,070
Restricted cash	86,402		37,736
Foreign cash	992		1,666
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$	158,031	$	190,472

See Notes to Consolidated Financial Statements

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Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of September 30, 2019

(In thousands)

(Unaudited)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index (1)	Interest Rate		Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 8.25%	10.35	%	10/9/2026	$	6,540	6,479			6,278
		Forming & Machining Industries Inc. (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 4.00%	6.10	%	10/9/2025	$	16,820	16,688			16,274
		Kellstrom Aerospace Group, Inc (14) (19) (25)	Equity Interest	—	—		—	1		1,963			1,963
		Kellstrom Commercial Aerospace, Inc. (2) (3) (5) (18) (19)	First Lien Senior Secured Loan - Delayed Draw	—	—		7/1/2025	$	—	(37		)	(38		)
		Kellstrom Commercial Aerospace, Inc. (3) (18) (19) (26)	First Lien Senior Secured Loan - Revolver	L+ 5.00%	8.24	%	7/1/2025	$	2,964	2,840			2,836
		Kellstrom Commercial Aerospace, Inc. (12) (18) (19) (21) (29)	First Lien Senior Secured Loan	L+ 5.00%	7.32	%	7/1/2025	$	34,035	33,369			33,354
		MRO Holdings, Inc. (6) (18) (29)	First Lien Senior Secured Loan	L+ 5.00%	7.10	%	6/4/2026	$	3,243	3,227			3,202
		Novetta, LLC (12) (15) (29)	First Lien Senior Secured Loan	L+ 5.00%	7.05	%	10/17/2022	$	6,598	6,507			6,477
		Salient CRGT, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%	8.05	%	2/28/2022	$	12,814	12,864			12,173
		TCFI Aevex LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 6.25%	8.36	%	5/13/2025	$	2,488	2,430			2,440
		TCFI Aevex LLC (12) (15) (19) (21) (29)	First Lien Senior Secured Loan	L+ 6.25%	8.55	%	5/13/2025	$	38,612	37,931			37,936
		TECT Power Holdings, LLC (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.50%	10.54	%	12/27/2021	$	14,758	14,596			14,758
		WCI-HSG HOLDCO, LLC (14) (19) (25)	Preferred equity	—	—		—	675		675			756
		WCI-HSG Purchaser, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	6.54	%	2/24/2025	$	672	636			652
		WCI-HSG Purchaser, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.54	%	2/24/2025	$	17,824	17,586			17,690
		WP CPP Holdings, LLC. (12) (15) (21) (29)	Second Lien Senior Secured Loan	L+ 7.75%	10.01	%	4/30/2026	$	11,724	11,618			11,675
								Aerospace & Defense Total		$	169,372		$	168,426		16.5	%

	Automotive	CST Buyer Company (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2023	$	—	(8		)	—
		CST Buyer Company (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.00%	7.04	%	3/1/2023	$	9,162	9,072			9,162
		JHCC Holdings, LLC (2) (3) (5) (18) (19) (28)	First Lien Senior Secured Loan - Delayed Draw	—	—		9/9/2025	$	—	(42		)	(85		)
		JHCC Holdings, LLC (3) (18) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.50%	7.54	%	9/9/2025	$	283	241			255
		JHCC Holdings, LLC (7) (18) (19)	First Lien Senior Secured Loan	L+ 5.50%	7.60	%	9/9/2025	$	29,751	29,320			29,453
								Automotive Total		$	38,583		$	38,785		3.8	%

	Banking	Green Street Parent, LLC (2) (3) (5) (18) (19)	First Lien Senior Secured Loan - Revolver	—	—		8/27/2025	$	—	(48		)	(48		)
		Green Street Parent, LLC (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 5.25%	7.29	%	8/27/2026	$	14,516	14,229			14,226
		Transaction Network Services, Inc. (12) (15) (21) (29)	First Lien Senior Secured Loan	L+ 4.00%	6.26	%	8/15/2022	$	18,365	18,152			18,172
								Banking Total		$	32,333		$	32,350		3.2	%

	Beverage, Food & Tobacco	Hearthside Food Solutions, LLC	Corporate Bond	—	8.50	%	6/1/2026	$	10,000	9,809			7,525
		NPC International, Inc. (12) (15) (21)	Second Lien Senior Secured Loan	L+ 7.50%	9.54	%	4/18/2025	$	9,159	9,189			2,828
		NPC International, Inc. (15)	First Lien Senior Secured Loan	L+ 3.50%	5.54	%	4/19/2024	$	4,949	4,977			3,141
								Beverage, Food & Tobacco Total		$	23,975		$	13,494		1.3	%

	Capital Equipment	Dorner Manufacturing Corp. (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/15/2022	$	—	(14		)	—
		Dorner Manufacturing Corp. (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	7.79	%	3/15/2023	$	7,890	7,757			7,890
		DXP Enterprises, Inc. (6) (15) (29)	First Lien Senior Secured Loan	L+ 4.75%	6.79	%	8/29/2023	$	5,139	5,100			5,162
		East BCC Coinvest II,LLC (14) (19) (25)	Equity Interest	—	—		—	1,419		1,419			1,419
		Electronics For Imaging, Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 9.00%	11.10	%	7/23/2027	$	13,070	12,239			12,090
		EXC Holdings III Corp. (12) (15) (21) (29)	Second Lien Senior Secured Loan	L+ 7.50%	9.83	%	12/1/2025	$	8,241	8,252			8,269
		FCG Acquisitions, Inc. (14) (19) (25)	Preferred equity	—	—		—	4		4,251			5,029
		FFI Holdings I Corp (2) (3) (5) (15) (19) (28)	First Lien Senior Secured Loan - Delayed Draw	—	—		1/24/2025	$	—	(73		)	(43		)
		FFI Holdings I Corp (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.75%	7.94	%	1/24/2025	$	1,876	1,804			1,835
		FFI Holdings I Corp (7) (12) (15) (19) (30)	First Lien Senior Secured Loan	L+ 5.75%	8.18	%	1/24/2025	$	63,572	63,023			63,095
		Tidel Engineering, L.P. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2023	$	—	—			—
		Tidel Engineering, L.P. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.25%	8.35	%	3/1/2024	$	38,302	38,302			38,302
		Velvet Acquisition B.V. (6) (18) (19) (21)	Second Lien Senior Secured Loan	EURIBOR+ 8.00%	8.00	%	4/17/2026	€	6,013	7,322			6,556
								Capital Equipment Total		$	149,382		$	149,604		14.7	%

	Chemicals, Plastics & Rubber	AP Plastics Group, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		8/2/2021	$	—	—			—
		AP Plastics Group, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.25%	7.35	%	8/1/2022	$	21,237	20,904			21,025
		Niacet b.v. (6) (15) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 4.50%	5.50	%	2/1/2024	€	3,687	3,950			4,010
		Niacet Corporation (12) (15) (19)	First Lien Senior Secured Loan	L+ 4.50%	6.54	%	2/1/2024	$	2,121	2,106			2,116
		Plaskolite, Inc. (15) (29)	First Lien Senior Secured Loan	L+ 4.25%	6.31	%	12/15/2025	$	8,955	8,790			8,507
								Chemicals, Plastics & Rubber Total		$	35,750		$	35,658		3.5	%

	Construction & Building	Chase Industries, Inc. (3) (15) (19) (21)	First Lien Senior Secured Loan - Delayed Draw	L+ 4.00%	6.10	%	5/12/2025	$	1,118	1,103			1,099
		Chase Industries, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 4.00%	6.10	%	5/12/2025	$	11,831	11,781			11,772
		Crown Subsea (12) (18) (29)	First Lien Senior Secured Loan	L+ 6.00%	8.10	%	11/3/2025	$	13,065	12,886			13,114
		PP Ultimate Holdings B, LLC (14) (19) (25)	Equity Interest	—	—		—	1		1,352			1,508
		Profile Products LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/20/2024	$	—	(67		)	(10		)
		Profile Products LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	7.85	%	12/20/2024	$	35,091	34,428			35,003
		Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	2,051	2,235			2,242
		Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	665	755			727
		Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	6,226	6,700			6,806
								Construction & Building Total		$	71,173		$	72,261		7.1	%

	Consumer Goods: Durable	New Milani Group LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 4.25%	6.35	%	6/6/2024	$	17,143	17,004			16,800
		Stanton Carpet Corp. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		11/21/2022	$	—	—			—
		Stanton Carpet Corp.(7) (15) (19) (23)	First Lien Senior Secured Loan	L+ 5.50%	7.63	%	11/21/2022	$	22,503	22,503			22,503
								Consumer Goods: Durable Total		$	39,507		$	39,303		3.9	%

	Consumer Goods: Non-Durable	FineLine Technologies, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		11/4/2022	$	—	(25		)	(13		)
		FineLine Technologies, Inc. (12) (15) (19) (21) (29)	First Lien Senior Secured Loan	L+ 4.25%	6.35	%	11/4/2022	$	31,464	31,294			31,307
		Kronos Acquisition Holdings Inc. (18) (19) (21)	First Lien Senior Secured Loan	L+ 7.00%	9.26	%	5/15/2023	$	2,653	2,609			2,647
		Kronos Acquisition Holdings Inc.	Corporate Bond	—	9.00	%	8/15/2023	$	10,000	9,441			8,850
		Kronos Acquisition Holdings Inc. (12) (15) (29)	First Lien Senior Secured Loan	L+ 4.00%	6.26	%	5/15/2023	$	13,181	13,142			12,539
		MND Holdings III Corp (15) (19) (21)	First Lien Senior Secured Loan	L+ 3.50%	5.60	%	6/19/2024	$	11,672	11,698			11,395
		RoC Opco LLC (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		2/25/2025	$	—	(185		)	—
		RoC Opco LLC (12) (15) (19) (21) (29)	First Lien Senior Secured Loan	L+ 7.25%	9.35	%	2/25/2025	$	40,793	39,861			40,793
		Solaray, LLC (7) (3) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	7.95	%	9/11/2023	$	13,811	13,811			13,811
		Solaray, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	6.73	%	9/9/2022	$	9,690	9,641			9,690
		Solaray, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.00%	8.12	%	9/11/2023	$	42,720	42,720			42,720
		WU Holdco, Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50%	7.62	%	3/26/2026	$	834	778			834
		WU Holdco, Inc. (3) (5) (18) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/26/2025	$	—	(58		)	—
		WU Holdco, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.50%	7.60	%	3/26/2026	$	39,805	38,998			39,805
								Consumer Goods: Non-Durable Total		$	213,725		$	214,378		21.1	%

	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l. (6) (18) (19) (21)	Second Lien Senior Secured Loan	L+ 7.75%	9.79	%	7/22/2027	$	11,870	11,634			11,633
								Containers, Packaging, & Glass Total		$	11,634		$	11,633		1.1	%

	Energy: Electricity	Infinite Electronics International Inc. (12) (18) (19) (21) (29)	First Lien Senior Secured Loan	L+ 4.00%	6.04	%	7/2/2025	$	19,803	19,789			19,704
		Infinite Electronics International Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.04	%	7/2/2026	$	2,480	2,433			2,480
								Energy: Electricity Total		$	22,222		$	22,184		2.2	%

	Energy: Oil & Gas	Amspec Services, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 3.75%	8.62	%	7/2/2024	$	425	369			425
		Amspec Services, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.25%	8.35	%	7/2/2024	$	44,211	43,695			44,211
		Blackbrush Oil & Gas, L.P. (12) (15) (19) (21) (29)	First Lien Senior Secured Loan	L+ 8.00%	10.46	%	2/9/2024	$	32,075	31,570			31,754
								Energy: Oil & Gas Total		$	75,634		$	76,390		7.5	%

	Environmental Industries	Adler & Allan Group Limited (6) (17) (19) (21) (22)	First Lien Last Out	GBP LIBOR+ 8.25% (2% PIK)	8.96	%	9/30/2022	£	13,012	16,467			15,992
								Environmental Industries Total		$	16,467		$	15,992		1.6	%

	FIRE: Insurance	Ivy Finco Limited (6) (18) (19) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.71	%	5/19/2025	£	7,217	8,940			8,626
		Ivy Finco Limited (3)(6) (18) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.97	%	5/19/2025	£	1,822	2,038			2,000
		Margaux Acquisition Inc. (7) (3) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	8.32	%	12/19/2024

10-Q	2019-09-30	Quarter: 2019-09-30
10-Q	2019-06-30	Quarter: 2019-06-30
10-Q	2019-03-31	Quarter: 2019-03-31
10-K	2018-12-31	Annual: 2018-12-31
10-Q	2018-09-30	Quarter: 2018-09-30
10-Q	2018-06-30	Quarter: 2018-06-30
10-Q	2018-03-31	Quarter: 2018-03-31
10-K	2017-12-31	Annual: 2017-12-31

8-K	2019-11-06	Earnings, Other Events, Exhibits
8-K	2019-10-03	Earnings, Exhibits
8-K	2019-08-28	Enter Agreement, Leave Agreement, Off-BS Arrangement
8-K	2019-08-13	Other Events
8-K	2019-08-07	Earnings, Other Events, Exhibits
8-K	2019-07-17	Officers, Exhibits
8-K	2019-07-08	Earnings, Exhibits
8-K	2019-05-30	Shareholder Vote
8-K	2019-05-08	Earnings, Other Events, Exhibits
8-K	2019-05-06	Enter Agreement, Off-BS Arrangement, Other Events
8-K	2019-04-09	Earnings, Exhibits
8-K	2019-02-28	Earnings, Other Events, Exhibits
8-K	2019-02-19	Enter Agreement, Off-BS Arrangement
8-K	2019-02-01	Earnings, Enter Agreement, Shareholder Vote, Other Events, Exhibits
8-K	2018-09-28	Enter Agreement, Off-BS Arrangement
8-K	2018-06-01	Officers
8-K	2018-05-15	Enter Agreement, Exhibits
8-K	2018-05-10	Earnings, Exhibits
8-K	2018-05-10	Shareholder Vote
8-K	2018-05-01	Officers
8-K	2018-04-27	Earnings, Exhibits
8-K	2018-04-17	Sale of Shares
8-K	2018-03-16	Earnings, Exhibits
8-K	2018-03-12	Earnings, Exhibits
8-K	2018-02-12	Officers
8-K	2018-01-17	Sale of Shares

WSC	Willscot	1,137
CIK	Pinnacle Foods	373
SRET	Sterling Real Estate Trust	132
ARCT	Arcturus Therapeutics	120
IFRX	Inflarx	72
DFP	Delphi Financial Group	0
MVC	MVC Capital	0
GAIN	Gladstone Investment Corporation	0
ABDC	Alcentra Capital	0
SCA	Syncora Holdings	0

EX-10.16	a19-17620_1ex10d16.htm
EX-10.17	a19-17620_1ex10d17.htm
EX-10.18	a19-17620_1ex10d18.htm
EX-10.19	a19-17620_1ex10d19.htm
EX-10.20	a19-17620_1ex10d20.htm
EX-10.21	a19-17620_1ex10d21.htm
EX-31.1	a19-17620_1ex31d1.htm
EX-31.2	a19-17620_1ex31d2.htm
EX-32	a19-17620_1ex32.htm