bkcc-8k_20190528.htm

 

As filed with the Securities and Exchange Commission on May 29, 2019

Securities Act Registration No. 333-230610  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-2

Registration Statement under the Securities Act of 1933

Pre-Effective Amendment No. 1

Post-Effective Amendment No.

 

BlackRock Capital Investment Corporation

(Exact name of Registrant as specified in its charter)

 

 

40 East 52nd Street

New York, NY 10022

(Address of Principal Executive Offices)

(212) 810-5800

(Registrant’s Telephone Number, Including Area Code)

James E. Keenan

BlackRock Capital Investment Corporation

40 East 52nd Street

New York, NY 10022

(Name and Address of Agent for Service)

 

Copies to:

Michael K. Hoffman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Laurence D. Paredes

BlackRock Capital Investment Corporation

40 East 52nd Street

New York, NY 10022

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

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

 

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

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

 

when declared effective pursuant to section 8(c).

If appropriate, check the following box:

 

This post-effective amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

 

This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is

 

 

 


 

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

Title of Securities

Being Registered

 

Amount Being

Registered

 

Proposed

Maximum

Offering Price

Per Unit

 

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

 

Amount of

Registration Fee(2)

 

Common Stock, $0.001 par
value(3)(4)

$

 

 

$

 

 

 

$

 

 

 

 

 

 

Preferred Stock, $0.001 par
value(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription Rights(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

$

500,000,000

(8)

 

$

57,950

(9)

(1)

Estimated pursuant to Rule 457 solely for the purposes of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this registration statement.

(2)

Pursuant to Rule 415(a)(6) under the Securities Act of 1933, this registration statement covers a total of $500,000,000 of unsold securities that had initially been registered under the registrant’s registration statement on Form N-2, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2015 (No. 333- 203068) and declared effective on May 18, 2015 (the “2015 Registration Statement”) and that have been carried forward to the registrant’s registration statement on Form N-2, filed with the SEC on March 24, 2017 (the “2017 Registration Statement” (No. 333-216928) and together with the 2015 Registration Statement, the “Prior Registration Statements”) . The 2015 Registration Statement registered securities for a maximum aggregate offering price of $1,500,000,000. Of that amount the registrant has previously sold securities for an aggregate offering price of $143,750,000 pursuant to the Prior Registration Statements, leaving a balance of unsold securities with an aggregate offering price of $1,356,250,000 on the Prior Registration Statements. $500,000,000 of such unsold securities and the registration fee paid by the registrant for such unsold securities is being carried forward to this registration statement and will continue to be applied to such unsold securities pursuant to Rule 415(a)(6). The registrant has not paid any additional amounts because it is not registering securities in addition to such unsold securities from the Prior Registration Statements.  Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Registration Statements will be deemed terminated as of the date of effectiveness of this registration statement. If the registrant sells any of such unsold securities pursuant to the Prior Registration Statements after the date of the initial filing, and prior to the date of effectiveness, of this registration statement, the registrant will file a pre-effective amendment to this registration statement which will reduce the number of such unsold securities included on this registration statement. Accordingly, we may offer, from time to time, in one or more offerings or series, together or separately, under this registration statement up to $500,000,000 of our Securities to provide us with additional capital.

(3)

Subject to Note 8 below, there is being registered hereunder an indeterminate number of shares of common stock, preferred stock or subscription rights to purchase shares of common stock as may be sold, from time to time separately or as units in combination with other securities registered hereunder.

(4)

Includes such indeterminate number of shares of common stock as may, from time to time, be issued upon conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock.

(5)

Subject to Note 8 below, there is being registered hereunder an indeterminate number of warrants as may be sold, from time to time separately or as units in combination with other securities registered hereunder, representing rights to purchase common stock, preferred stock or debt securities.

(6)

Subject to Note 8 below, there is being registered hereunder an indeterminate principal amount of debt securities as may be sold, from time to time separately or as units in combination with other securities registered hereunder.

(7)

Subject to Note 8 below, there is being registered hereunder an indeterminate number of units. Each unit may consist of a combination of any one or more of the securities being registered hereunder.

(8)

In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $500,000,000.

(9)

Previously paid.

 

 

 


 

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

May 29, 2019

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

 

 

$500,000,000

 

BLACKROCK CAPITAL INVESTMENT CORPORATION

Common Stock

Preferred Stock

Warrants

Subscription Rights

Debt Securities

Units

We are an externally-managed, non-diversified closed-end management investment company. We have elected to be regulated as a business development company under the Investment Company Act of 1940, which we refer to as the 1940 Act.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of senior and junior secured, unsecured and subordinated debt securities and loans, each of which may include an equity component, and by making direct preferred, common and other equity investments in such companies. We fund a portion of our investments with borrowed money, a practice commonly known as leverage. We can offer no assurances that we will continue to achieve our objective.

We are managed by BlackRock Capital Investment Advisors, LLC. BlackRock Financial Management, Inc. serves as our administrator.

We may offer, from time to time, in one or more offerings or series, together or separately, up to $500,000,000 of our common stock, preferred stock, debt securities, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities and subscription rights, or units comprised of any combination of the foregoing, which we refer to, collectively, as the “securities.”  The preferred stock, warrants, subscription rights and debt securities (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 not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our independent directors, or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. Our stockholders approved at our 2018 Special Meeting of Stockholders a proposal that authorizes us, with approval of our Board of Directors, to sell or otherwise issue shares of our common stock at a price below our then current net asset value per share in one or more offerings, subject to certain limitations. Sales of common stock below net asset value per share dilute the interests of existing stockholders, have the effect of reducing the net asset value per share and may reduce the market price per share of our common stock. Our stockholders approved at our adjourned 2019 Special Meeting of Stockholders, held on May 8, 2019, our ability to continue for an additional year to sell or otherwise issue shares of our common stock at a price below our then current net asset value per share in one or more offerings, subject to certain limitations. See "Risks" beginning on page 5 and “Sales of Common Stock Below Net Asset Value” incorporated by reference herein.

Our common stock is traded on The NASDAQ Global Select Market under the symbol “BKCC.” The last reported closing price for our common stock on May 28, 2019 was $6.09 per share. The net asset value per share of our common stock at March 31, 2019 (the last date prior to the date of this prospectus on which we determined net asset value) was $7.15.

This prospectus, and the accompanying prospectus supplement or any free writing prospectus, if any, sets forth the important information you should know before investing in our securities. Please read it before you invest and keep it 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 contacting us at 40 East 52nd Street, New York, NY 10022 or by telephone at (212) 810-5800 or on our website at www.blackrockbkcc.com. The SEC also maintains a website at www.sec.gov that contains such information free of charge.

Investing in our securities involves a high degree of risk, including the risk of the use of leverage. Before investing in our securities, you should read the discussion of the material risks of investing in the Company in "Risks" beginning on page 5 of this prospectus, our most recent Annual Report on Form 10-K, in any of our other filings with the Securities and Exchange Commission, and in any applicable prospectus supplement and in any free writing prospectus.

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.

Prospectus dated             , 2019

 

 


 

You should rely only on the information contained in this prospectus, any applicable prospectus supplement, any free writing prospectus, the documents incorporated by reference in this prospectus and any applicable prospectus supplement, or any other information which we have referred you. We have not authorized anyone to provide you with additional information, or information different from that contained in this prospectus, any free writing prospectus and the accompanying prospectus supplement, if any. If anyone provides you with different or additional information, you should not rely on it. In the event of a conflict between this prospectus, any free writing prospectus and the accompanying prospectus supplement, if any, the prospectus supplement shall govern.

We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information in this prospectus, any applicable prospectus supplement, and any free writing prospectus is accurate only as of its date, and under no circumstances should the delivery of this prospectus, any applicable prospectus supplement, or any free writing prospectus or the sale of any securities imply that the information in this prospectus, any applicable prospectus supplement, or any free writing prospectus is accurate as of any later date or that the affairs of the Company have not changed since the date hereof. Our business, financial condition, results of operations and prospects may have changed since then. We will update these documents to reflect material changes as required by law.

 

 

 


 

TABLE OF CONTENTS

 

INCORPORATION BY REFERENCE

ii

ABOUT THIS PROSPECTUS

iii

PROSPECTUS SUMMARY

1

FEES AND EXPENSES

3

RISKS

5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

6

USE OF PROCEEDS

7

SENIOR SECURITIES

8

PRICE RANGE OF COMMON STOCK

10

PORTFOLIO COMPANIES

11

MANAGEMENT OF THE COMPANY

18

CERTAIN RELATIONSHIPS AND TRANSACTIONS

19

THE ADVISOR

21

DETERMINATION OF NET ASSET VALUE

32

DIVIDEND REINVESTMENT PLAN

34

DESCRIPTION OF OUR CAPITAL STOCK

36

ISSUANCE OF WARRANTS OR SECURITIES TO SUBSCRIBE FOR OR CONVERTIBLE INTO SHARES OF OUR COMMON STOCK

39

DESCRIPTION OF OUR PREFERRED STOCK

40

DESCRIPTION OF OUR WARRANTS

41

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

43

DESCRIPTION OF OUR DEBT SECURITIES

44

DESCRIPTION OF OUR UNITS

58

REGULATION

59

BROKERAGE ALLOCATIONS AND OTHER PRACTICES

63

MATERIAL U.S. FEDERAL TAX MATTERS

64

CONFLICTS OF INTEREST

70

PLAN OF DISTRIBUTION

77

CUSTODIAN, TRANSFER AGENT AND TRUSTEE

78

LEGAL MATTERS

78

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

78

ADDITIONAL INFORMATION

78

 


i


 

INCORPORATION BY REFERENCE

This prospectus supplement is part of a registration statement that we have filed with the SEC. Pursuant to the Small Business Credit Availability Act, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information.

 

We incorporate by reference the documents listed below and any future filings (including those made after the date of the filing of the registration statement of which this prospectus is a part) we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the securities covered by this prospectus; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference:

 

our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 6, 2019;

 

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the SEC on May 1, 2019;

 

our Current Report on Form 8-K (other than information furnished rather than filed) filed with the SEC on May 3, 2019;

 

our Definitive Proxy Statement on Schedule 14A with respect to the Annual Meeting of Stockholders filed with the SEC on March 19, 2019; and

 

our Definitive Proxy Statement on Schedule 14A with respect to the Special Meeting of Stockholders filed with the SEC on March 19, 2019.

 

These documents may also be accessed on our website at www.blackrockbkcc.com. Information contained in, or accessible through, our website is not a part of this prospectus supplement.

 

You may request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) at no cost by writing or calling Investor Relations at the following address and telephone number:

BlackRock Capital Investment Corporation

40 East 52nd Street

New York, NY 10022

(212) 810-5800

 


ii


 

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC using the “shelf” registration process. Under the shelf registration process, we may offer, from time to time, up to $500,000,000 of our common stock, preferred stock, debt securities, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities and subscription rights, or units comprised of any combination of the foregoing, on the 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. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and any prospectus supplement together with any exhibits and the additional information described under the headings “Additional Information” and "Risks" before you make an investment decision.

 

iii


 

 

 

PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read the entire prospectus and the accompanying prospectus supplement, if any, carefully, including "Risks." Throughout this prospectus, we refer to BlackRock Capital Investment Corporation as the “Company,” “we,” “us” or “our.”

The Company

BlackRock Capital Investment Corporation provides middle-market companies with flexible financing solutions, including senior and junior secured, unsecured and subordinated debt securities and loans, and equity securities. Our strategy is to provide capital to meet our clients’ current and future needs across this spectrum, creating long-term partnerships with growing middle-market companies.

We were incorporated on April 13, 2005, commenced operations with private funding on July 25, 2005, and completed our initial public offering on July 2, 2007. We are an externally-managed, non-diversified closed-end management investment company. We have elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, which we refer to as the 1940 Act. In addition, for tax purposes we intend to continue to qualify as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, (the “Code”). As a BDC, we are required to comply with certain regulatory requirements. See “Regulation” for discussion of BDC regulation and other regulatory considerations. We are also registered as an investment advisor under the Investment Advisers Act of 1940, which we refer to as the “Advisers Act.”

Our investment objective is to generate both current income and capital appreciation through our debt and equity investments. We invest primarily in middle-market companies and target investments throughout the capital structure that we believe provide an attractive risk-adjusted return. The term “middle-market” refers to companies with annual revenues typically between $50 million and $1 billion. Our targeted investment typically ranges between $10 million and $50 million, although the investment sizes may be more or less than the targeted range and the size of our investments may grow with our capital availability. We generally seek to invest in companies that operate in a broad variety of industries and that generate positive cash flow.

Although most of our investments are in senior and junior secured, unsecured and subordinated loans to U.S. private and certain public middle-market companies, we invest throughout the capital structure, which may include common and preferred equity, options and warrants, credit derivatives, high-yield bonds, distressed debt and other structured securities. We may from time to time invest up to 30% of our assets opportunistically in other types of investments, including securities of other public companies and foreign securities. In addition, part of our strategy involves a joint venture with Windward Investments LLC (“Windward”) through the BCIC Senior Loan Partners, LLC (“Senior Loan Partners”). Senior Loan Partners’ principal purpose is to make investments primarily in senior secured loans to middle-market companies.

The senior and junior secured loans in which we invest generally have stated terms of three to ten years and the subordinated debt investments we make generally have stated terms of up to ten years, but the expected average life of such senior and junior secured loans and subordinated debt is generally between three and seven years. However, we may invest in securities of any maturity or duration. The debt that we invest in typically is not initially rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any rating, as well as debt that has not been rated by any nationally recognized statistical rating organization.

 

 

1

 


 

Company information

Our administrative and executive offices are located at 40 East 52nd Street, New York, NY 10022, and our telephone number is (212) 810-5800.

2

 


 

FEES AND EXPENSES

The following table will assist you in understanding the various costs and expenses that an investor in shares of our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you” or “us” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in the Company.

 

Stockholder Transaction Expenses

 

 

 

 

Sales Load (as a percentage of offering price)

 

 

%

(1)

Offering Expenses (as a percentage of offering price)

 

 

%

(2)

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

 

 

%

(3)

Estimated Annual Expenses (as a Percentage of Net Assets Attributable

   to Common Shares)(4)

 

 

 

 

Management Fees

 

2.87

%

(5)

Incentive Fees Payable Under the Management Agreement

 

1.94

%

(6)

Interest Payments on Borrowed Funds

 

3.13

%

(7)

Other Expenses

 

1.45

%

(8)

Acquired Fund Fees and Expenses

 

3.29

%

(9)

Total Annual Expenses

 

12.68

%

(10)

 

(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.

(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 our dividend reinvestment plan are included in “Other Expenses.”

(4)

“Net Assets Attributable to Common Shares” equals our net assets at December 31, 2018.

(5)

Effective March 7, 2017, our management fee is 1.75% of our total assets (excluding cash), payable quarterly in arrears based on our total asset valuation at the end of the prior quarter. See “The Advisor” included elsewhere in this prospectus. Management fees used for the purpose of this table equal the annualized base management fee during the most recent fiscal quarter.

(6)

The Advisor, in consultation with the Company’s Board of Directors, has agreed to waive incentive fees based on income through December 31, 2018, which has subsequently been extended to June 30, 2019. Incentive Fees used for the purpose of this table equal the annualized incentive fee during the most recent fiscal quarter, pre fee waiver. The Incentive Fee, which is based on our performance, will vary from year to year and will not be paid unless our performance exceeds certain thresholds. As we cannot predict whether we will meet these thresholds, the Incentive Fee paid in future years, if any, may be substantially different than the fee earned historically. The terms pursuant to which our investment advisor may earn an Incentive Fee changed as of March 7, 2017. For more detailed information about the Incentive Fee, please see “The Advisor.”

(7)

“Interest Payments on Borrowed Funds” is based upon actual fees incurred for the year ended December 31, 2018 and represents interest and credit facility fees as well as debt issuance costs. Our outstanding debt balance at December 31, 2018 was approximately $193 million. For more detailed information about debt, please see Note 7 to the consolidated financial statements from our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference.

(8)

“Other Expenses” includes our overhead expenses, including expenses of the Advisor reimbursable under the Company's current investment management agreement with the Advisor (the “Current Management Agreement” or the “Management Agreement”) and of the Administrator reimbursable under the administration agreement. Such expenses are based on actual amounts incurred for the year ended December 31, 2018, which the Company believes to be a reasonable estimate of the current fiscal year expenses.

(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 Investment Company Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment Company Act (“Acquired Funds”). “Acquired Fund Fees and Expenses” includes our share of the estimated annual fees and expenses of BCIC Senior Loan Partners, LLC, First Boston Construction Holdings, LLC, and Marsico Holdings LLC, which are Acquired Funds as of December 31, 2018.

(10)

“Total Annual Expenses” as a percentage of net assets attributable to common shares are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets 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), rather than the total assets, including assets that have been funded with borrowed monies. If the “Total Annual Expenses” percentage were calculated instead as a percentage of total assets, our “Total Annual Expenses” would be 8.90% of total assets.

3


 

Example

The following example illustrates the projected dollar amount of total cumulative expenses that you would pay on a $1,000 hypothetical investment in common shares, assuming (1) a 4.50% sales load (underwriting discounts and commissions) and offering expenses totaling 0.20%, (2) total net annual expenses of 10.74% of net assets attributable to common shares as set forth in the table above (other than Incentive Fees based on income), and (3) a 5% annual return:

 

 

 

1 Year

 

 

3 Years

 

 

5 Years

 

 

10 Years

 

Total Expenses Incurred*

 

$

146

 

 

$

328

 

 

$

490

 

 

$

820

 

Total Expenses Incurred**

 

$

155

 

 

$

351

 

 

$

521

 

 

$

855

 

 

 

*

Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.

**

Assumes no unrealized capital depreciation or realized capital losses and annual returns resulting entirely from net realized capital gains (and therefore subject to the capital gains incentive fee).

This example and the expenses in the table above should not be considered a representation of our future expenses. Actual expenses may be greater or less than those assumed. 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%. Assuming a 5% annual return, the Incentive Fee based on income under the Management Agreement would not be earned or payable and is not included in the example. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger such 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, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined in accordance with our dividend reinvestment plan. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.

4


 

RISKS

Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider the risk factors incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 814-00712) and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus and before the termination of the offering of securities under this prospectus, and all other information contained or incorporated by reference into this prospectus and any free writing prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, or the Exchange Act, and the risk factors and other information contained in any prospectus supplement and any free writing prospectus before acquiring any of such securities. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. Each of the risk factors could materially adversely affect our business, financial condition and results of operations. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment.

 

5


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

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

 

our future operating results;

 

our business prospects and the prospects of our portfolio companies;

 

the impact of investments that we expect to make;

 

our contractual arrangements and relationships with third parties;

 

the dependence of our future success on the general economy and its impact on the industries in which we invest;

 

the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

 

our expected financings and investments;

 

the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms;

 

the timing of cash flows, if any, from the operations of our portfolio companies;

 

the impact of increased competition;

 

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

 

potential conflicts of interest in the allocation of opportunities between us and other investment funds managed by the Advisor or its affiliates;

 

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

 

changes in law and policy accompanying the new administration and uncertainty pending any such changes;

 

increased geopolitical unrest, terrorist attacks or acts of war, which may adversely affect the general economy, domestic and local financial and capital markets, or the specific industries of our portfolio companies;

 

changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets;

 

the unfavorable resolution of legal proceedings; and

 

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

The forward-looking statements in this prospectus, including the documents incorporated by reference herein, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934.

6

 


 

USE OF PROCEEDS

We intend to use the net proceeds from selling securities pursuant to this prospectus for general corporate purposes, which include investing in portfolio companies in accordance with our investment objective and strategies and, pending such investments, investing the net proceeds of an offering in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the date of investment and repaying indebtedness. The supplement to this prospectus relating to an offering will 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 will be used for the above purposes within two years, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. Our portfolio currently consists primarily of senior loans, subordinated loans and equity securities. Pending our investments in new or existing portfolio companies, we plan to invest a portion of the net proceeds in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the date of investment and may use such funds for other general corporate purposes. See “Regulation—Temporary investments” for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

 

7

 


 

 

SENIOR SECURITIES

Information about our senior securities is shown in the following table as of each December 31 since 2009, unless otherwise noted. The information as of each December since 2009 has been derived from our consolidated financial statements which have been audited by Deloitte & Touche LLP. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.

 

Class and Year(1)

 

Total

Amount

Outstanding

(in 000’s)

 

 

Asset

Coverage

per Unit(2)

 

 

Involuntary

Liquidating

Preference

Per Unit(3)

 

 

Average

Market

Value

Per Unit(4)

Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018 (as of December 31, 2018)

 

$

49,000

 

 

$

3,542

 

 

$

 

 

N/A

Fiscal 2017 (as of December 31, 2017)

 

$

16,000

 

 

$

3,655

 

 

$

 

 

N/A

Fiscal 2016 (as of December 31, 2016)

 

$

190,000

 

 

$

2,754

 

 

$

 

 

N/A

Fiscal 2015 (as of December 31, 2015)

 

$

60,000

 

 

$

3,023

 

 

$

 

 

N/A

Fiscal 2014 (as of December 31, 2014)

 

$

144,000

 

 

$

2,713

 

 

$

 

 

N/A

Fiscal 2013 (as of December 31, 2013)

 

$

179,000

 

 

$

2,460

 

 

$

 

 

N/A

Fiscal 2012 (as of December 31, 2012)

 

$

171,850

 

 

$

2,952

 

 

$

 

 

N/A

Fiscal 2011 (as of December 31, 2011)

 

$

168,000

 

 

$

3,009

 

 

$

 

 

N/A

Fiscal 2010 (as of December 31, 2010)

 

$

170,000

 

 

$

4,929

 

 

$

 

 

N/A

Fiscal 2009 (as of December 31, 2009)

 

$

296,000

 

 

$

2,817

 

 

$

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Notes Due 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018 (as of December 31, 2018)

 

$

143,750

 

 

$

3,542

 

 

$

 

 

N/A

Fiscal 2017 (as of December 31, 2017)

 

$

143,750

 

 

$

3,665

 

 

$

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Notes Due 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018 (as of December 31, 2018)

 

N/A

 

 

N/A

 

 

$

 

 

N/A

Fiscal 2017 (as of December 31, 2017)

 

$

55,041

 

 

$

3,665

 

 

$

 

 

N/A

Fiscal 2016 (as of December 31, 2016)

 

$

115,000

 

 

$

2,754

 

 

$

 

 

N/A

Fiscal 2015 (as of December 31, 2015)

 

$

115,000

 

 

$

3,023

 

 

$

 

 

N/A

Fiscal 2014 (as of December 31, 2014)

 

$

115,000

 

 

$

2,713

 

 

$

 

 

N/A

Fiscal 2013 (as of December 31, 2013)

 

$

115,000

 

 

$

2,460

 

 

$

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Secured Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018 (as of December 31, 2018)

 

N/A

 

 

N/A

 

 

$

 

 

N/A

Fiscal 2017 (as of December 31, 2017)

 

N/A

 

 

N/A

 

 

$

 

 

N/A

Fiscal 2016 (as of December 31, 2016)

 

$

17,000

 

 

$

2,754

 

 

$

 

 

N/A

Fiscal 2015 (as of December 31, 2015)

 

$

175,000

 

 

$

3,023

 

 

$

 

 

N/A

Fiscal 2014 (as of December 31, 2014)

 

$

175,000

 

 

$

2,713

 

 

$

 

 

N/A

Fiscal 2013 (as of December 31, 2013)

 

$

175,000

 

 

$

2,460

 

 

$

 

 

N/A

Fiscal 2012 (as of December 31, 2012)

 

$

175,000

 

 

$

2,952

 

 

$

 

 

N/A

Fiscal 2011 (as of December 31, 2011)

 

$

175,000

 

 

$

3,009

 

 

$

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018 (as of December 31, 2018)

 

N/A

 

 

N/A

 

 

$

 

 

N/A

Fiscal 2017 (as of December 31, 2017)

 

N/A

 

 

N/A

 

 

$

 

 

N/A

Fiscal 2016 (as of December 31, 2016)

 

$

15,000

 

 

$

2,754

 

 

$

 

 

N/A

Fiscal 2015 (as of December 31, 2015)

 

$

15,000

 

 

$

3,023

 

 

$

 

 

N/A

Fiscal 2014 (as of December 31, 2014)

 

$

15,000

 

 

$

2,713

 

 

$

 

 

N/A

Fiscal 2013 (as of December 31, 2013)

 

$

10,000

 

 

$

2,460

 

 

$

 

 

N/A

 

(1)

On June 13, 2017, the Company issued $143,750,000 in aggregate principal amount ($125,000,000 of the initial offering and $18,750,000 of the underwriters’ exercise of the overallotment option) of 5.00% Convertible Notes due 2022 (the “2022 Convertible Notes”) under an indenture, dated as of June 13, 2017. Net proceeds to the Company from the offering, including the exercise of the overallotment option, were approximately $139,800,000. The 2022 Convertible Notes will mature on June 15, 2022, unless previously converted, repurchased or redeemed in accordance with their terms. The interest rate on the notes is 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. Holders may convert their notes at their option prior to the close of

8

 


 

business on the business day immediately preceding December 15, 2021, in integral multiples of $1,000 principal amount, only under certain circumstances. Upon conversion of a note, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election at an initial conversion rate of 118.2173 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $8.46 per share of the Company’s common stock. On or after December 23, 2021, the Company may redeem the 2022 Convertible Notes for cash, in whole or from time to time in part, at its option in accordance with their terms.

On February 19, 2016, the Company entered into an Amended and Restated Senior Secured Revolving Credit Facility (the “Credit Facility”), which has an initial aggregate principal amount of up to $440,000,000, a stated commitment termination date of February 19, 2020, and a stated maturity date of February 19, 2021. The interest rate applicable to Eurocurrency borrowings thereunder is generally the London Interbank Offer Rate ("LIBOR") plus an applicable margin of either 1.75% or 2.00% based on a pricing grid using the borrowing base as a multiple of the combined debt amount. The interest rate applicable to ABR borrowings thereunder is generally the prime rate in effect plus an applicable margin of either 0.75% or 1.00% based on a pricing grid using the borrowing base as a multiple of the combined debt amount. The Credit Facility’s commitment may increase in size, under certain circumstances, up to a total of $750,000,000. From the commitment termination date to the stated maturity date, the Company is required to repay outstanding principal amounts under the Credit Facility on a monthly basis in an amount equal to 1/12th of the outstanding amount at the commitment termination date. On June 5, 2017, the Company entered into a Second Amendment to the Second Amended and Restated Senior Secured Revolving Credit Facility which extended the commitment termination date on the Credit Facility from February 29, 2020 to June 5, 2021 and the maturity date from February 19, 2021 to June 5, 2022, respectively. On March 15, 2018, the Company entered into a Third Amendment to the Second Amended and Restated Senior Secured Revolving Credit Facility which (i) permanently reduces the aggregate amount of multicurrency commitments under the Credit Facility from $440,000,000 to $400,000,000 and (ii) reduces the amount of shareholders’ equity required under the Credit Facility from $500,000,000 plus any proceeds from the sale of equity interests to $450,000,00 plus any proceeds from the sale of equity interests.

On January 19, 2016, $158 million in aggregate principal amount of five year, senior secured notes with a fixed interest rate of 6.50% matured.

On February 19, 2016, the Company entered into an Amended and Restated Senior Secured Term Loan Credit Agreement (the “Term Loan”) which has a principal amount of $15,000,000. The Term Loan has a stated maturity date of March 27, 2019. The interest rate applicable to borrowings thereunder is generally LIBOR plus an applicable margin of 3.25%. On June 22, 2017, the Term Loan was repaid.

On February 19, 2013, the Company closed a private offering of $100,000,000 in aggregate principal amount of 5.50% unsecured convertible senior notes due 2018 (the “Convertible Notes”). The initial purchasers of the Convertible Notes fully exercised their overallotment option and purchased an additional $15,000,000 in aggregate principal amount of the Convertible Notes. The closing of the overallotment option took place on March 4, 2013. With the exercise of the overallotment option, a total of $115,000,000 in aggregate principal amount of the Convertible Notes was sold. Net proceeds to the Company from the offering, including the exercise of the overallotment option, were approximately $111,300,000. The Convertible Notes were only offered to qualified institutional buyers as defined in the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 144A under the Securities Act. The Convertible Notes are unsecured and bear interest at a rate of 5.50% per year, payable semi-annually in arrears. In certain circumstances and during certain periods, the Convertible Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 86.0585 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $11.62 per share of the Company’s common stock, subject to defined anti-dilution adjustments. The Company does not have the right to redeem the Convertible Notes prior to maturity. On September 27, 2017, the Company purchased $59,959,000 in aggregate principal amount of its existing $115,000,000 Convertible Notes pursuant to a cash tender offer at a purchase price equal to $1,015 per $1,000 principal amount of notes purchased, plus accrued and unpaid interest, using borrowings under the Credit Facility and cash on hand. All Convertible Notes purchased in the tender offer were retired and cancelled, and are no longer outstanding under the indenture. The aggregate purchase price of the Convertible Notes was $60,858,385, plus approximately $144,852 of reacquisition costs, for a total reacquisition price of $61,003,237, excluding $384,737 of interest expense. The net carrying amount of the Convertible Notes purchased in the tender offer at the time of purchase was $59,754,389, net of unamortized debt issuance costs and unamortized discount. As such, in accordance with ASC 470-50, Debt – Modifications and Extinguishments, the difference between the reacquisition price and the net carrying amount of the Convertible Notes was recorded in the accompanying Consolidated Statements of Operations as a $1,323,442 loss on extinguishment of debt. On February 15, 2018, the remaining Convertible Notes of $55,041,000 matured and the Company paid the principal and interest in cash.

On January 18, 2011, we closed a private placement issuance of $17 million in aggregate principal amount of seven-year senior secured notes with a fixed interest rate of 6.60% and a maturity date of January 18, 2018. The $158,000,000 five-year, senior secured notes matured on January 18, 2016 and were repaid using proceeds from the Company’s Credit Facility. On April 17, 2017, the Company redeemed the $17,000,000 aggregate principal amount of 6.60% senior secured notes due 2018, using proceeds from the Credit Facility. The notes were prepaid at 100% of the principal amount, plus accrued and unpaid interest through the prepayment date, as well as $651,472 make-whole premium.

(2)

The asset coverage ratio for senior securities representing indebtedness is calculated as our consolidated total assets, less all consolidated liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. 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 the involuntary liquidation of the issuer in preference to any security junior to it.

(4)

Not applicable, as senior securities are not registered for public trading.


9

 


 

PRICE RANGE OF COMMON STOCK

Our common stock has been quoted on The NASDAQ Global Select Market under the symbol “BKCC” since June 27, 2007. The following table lists the high and low closing bid price for our common stock, the closing bid price as a percentage of NAV, and quarterly dividends per share for the last two completed fiscal years. On May 28, 2019, the last reported closing price of our common stock was $6.09 per share.

 

 

 

 

 

 

 

Closing

Sales Price

 

 

Premium/

Discount of

High Sales Price

 

 

Premium/

Discount of

Low Sales Price

 

 

Declared

 

 

 

NAV(1)

 

 

High

 

 

Low

 

 

to NAV(2)

 

 

to NAV(2)

 

 

Distributions

 

Year Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

8.22

 

 

$

7.88

 

 

$

7.19

 

 

 

(4

)%

 

 

(13

)%

 

$

0.18

 

Second Quarter

 

$

8.33

 

 

$

7.81

 

 

$

7.21

 

 

 

(6

)%

 

 

(13

)%

 

$

0.18

 

Third Quarter

 

$

7.96

 

 

$

7.65

 

 

$

7.12

 

 

 

(4

)%

 

 

(11

)%

 

$

0.18

 

Fourth Quarter

 

$

7.83

 

 

$

7.56

 

 

$

6.13

 

 

 

(3

)%

 

 

(22

)%

 

$

0.18

 

Year Ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

7.65

 

 

$

6.25

 

 

$

5.49

 

 

 

(18

)%

 

 

(28

)%

 

$

0.18

 

Second Quarter

 

$

7.56

 

 

$

6.49

 

 

$

5.83

 

 

 

(14

)%

 

 

(23

)%

 

$

0.18

 

Third Quarter

 

$

7.66

 

 

$

6.32

 

 

$

5.90

 

 

 

(17

)%

 

 

(23

)%

 

$

0.18

 

Fourth Quarter

 

$

7.07

 

 

$

6.06

 

 

$

5.13

 

 

 

(14

)%

 

 

(27

)%

 

$

0.18

 

Year Ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

7.15

 

 

$

6.60

 

 

$

5.41

 

 

 

(8)

%

 

 

(24

)%

 

$

0.18

 

Second Quarter (up to May 28, 2019)

 

*

 

 

$

6.25

 

 

$

5.98

 

 

 

*

 

 

 

*

 

 

$

0.18

 

 

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each relevant quarter.

(2)

The High/Low Closing Sales Price is based on the close of trading on the NASDAQ on a given day in the applicable quarter and calculated as the respective High/Low Sales Price divided by NAV, minus 1.

*

Net asset value has not been calculated for this period.


10

 


 

PORTFOLIO COMPANIES

The following is a listing of each portfolio company or its affiliate, together referred to as portfolio companies, in which we had an investment at December 31, 2018. Percentages shown for class of securities held by us represent percentage of the class owned at December 31, 2018 and do not necessarily represent voting ownership or economic ownership. Percentages shown for equity securities other than warrants or options represent the actual percentage of the class of security held at December 31, 2018 before dilution. Percentages shown for warrants and options held represent the percentage of class of security we may own on a fully diluted basis assuming we exercise our warrants or options. Our portfolio is actively managed and the information set forth in the table below is as of December 31, 2018 and does not reflect subsequent changes to the portfolio resulting from purchases, sales, redemptions, repayment or other actions we may have taken with respect to our portfolio securities.

We make available significant managerial assistance to our portfolio companies. We may receive rights to observe the meetings of our portfolio companies’ board of directors, and may have one or more voting seats on their boards.

For more information relating to our investments in portfolio companies, see our schedules of investments included in our consolidated financial statements from our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference.

 

Name and Address of

Portfolio Company

 

Nature of

Business

 

Type of

Investment

 

Percentage

of Class Held

 

 

Fair Value at

December 31, 2018

 

Senior Secured Notes

 

 

 

 

 

 

 

 

 

 

 

 

Advanced Lighting Technologies, Inc.

   32000 Aurora Rd Solon, OH 44139

 

Capital

Equipment

 

Senior Secured

Notes, Second Lien

 

 

 

 

$

671,375

 

AGY Holding Corp.2556 Wagener

   Road Aiken, SC 29801

 

Chemicals,

Plastics & Rubber

 

Senior Secured

Notes, Second Lien

 

 

 

 

 

22,959,438

 

Total Senior Secured Notes

 

 

 

 

 

 

 

 

 

$

23,630,813

 

Unsecured Debt

 

 

 

 

 

 

 

 

 

 

 

 

CB-HDT Holdings, Inc.

   (Hunter Defense Technologies, Inc.)

   30500 Aurora Road, Suite 100 Solon,

   OH 44139

 

Aerospace

& Defense

 

Unsecured Debt

 

 

 

 

$

8,117,338

 

Gordon Brothers Finance Company

   Prudential Tower 800 Boylston

   Street, 27th Floor Boston, MA 02199

 

Finance

 

Unsecured Debt

 

 

 

 

 

110,689,939

 

Total Unsecured Debt

 

 

 

 

 

 

 

 

 

$

118,807,277

 

Subordinated Debt

 

 

 

 

 

 

 

 

 

 

 

 

First Boston Construction Holdings, LLC

   One Adams Place, 859 Willard St., Suite

   501 Quincy, MA 02169

 

Finance

 

Subordinated Debt

 

 

 

 

$

40,000,000

 

Total Subordinated Debt

 

 

 

 

 

 

 

 

 

$

40,000,000

 

 


11

 


 

 

Name and Address of

Portfolio Company

 

Nature of

Business

 

Type of

Investment

 

Percentage

of Class Held

 

 

Fair Value at

December 31, 2018

 

Senior Secured Loans

 

 

 

 

 

 

 

 

 

 

 

 

Advanced Lighting Technologies, Inc.

   32000 Aurora Rd Solon, OH 44139

 

Capital Equipment

 

Senior Secured

Loans, First Lien

 

 

 

 

$

5,141,099

 

AGY Holding Corp 2556 Wagener

   Road Aiken, SC 29801

 

Chemicals,

Plastics & Rubber

 

Senior Secured

Loans, First Lien

 

 

 

 

 

24,021,390

 

MBS OpCo LLC 101 Empty

   Saddle Trail Hailey, ID 83333

 

Services: Business

 

Senior Secured

Loans, First Lien

 

 

 

 

 

14,701,500

 

Midwest Physician Administrative Services,

   LLC 1100 W 31st Street, Suite 300

   Downers Grove, IL 60515

 

Healthcare &

Pharmaceuticals

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

15,000,000

 

NorthStar Financial Services Group, LLC

   17605 Wright Street Omaha, NE 68130

 

Services: Business

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

13,930,000

 

Outcomes Group Holdings, Inc.

   1277 Treat Blvd, Suite 800

   Walnut Creek, CA 94597

 

Services: Business

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

14,962,500

 

Paragon Films, Inc.3500 W. Tacoma

   Broken Arrow, OK 74012

 

Containers,

Packaging & Glass

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

25,312,500

 

PharmaLogic Holdings Corp.

   1 South Ocean Blvd. Suite #206

   Boca Raton, Florida 33432

 

Healthcare &

Pharmaceuticals

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

6,377,515

 

Red Apple Stores Inc.6877 Goreway Drive,

   Suite 3 Mississauga, Ontario L4V1L9

 

Retail

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

16,135,000

 

12

 


 

 

Name and Address of

Portfolio Company

 

Nature of

Business

 

Type of

Investment

 

Percentage

of Class Held

 

 

Fair Value at

December 31, 2018

 

St. George 5 Logistics Drive

   South Kearny, NJ 07032

 

Transportation:

Cargo

 

Senior Secured

Loans,

First Lien

 

 

 

 

$

29,959,331

 

St. George 5 Logistics Drive

   South Kearny, NJ 07032

 

Transportation:

Cargo

 

Senior Secured

Loans, Delayed

Draw, First Lien

 

 

 

 

 

6,139,430

 

Sur La Table, Inc.

   5701 6th Avenue, Suite 466

   Seattle, WA 98108

 

Retail

 

Senior Secured

Loans, First Lien

 

 

 

 

 

29,850,000

 

United PF Holdings, LLC

   7101 W Highway 71, Suite U-2

   Austin, Texas 78735

 

Services: Consumer

 

Senior Secured

Loans, First Lien

 

 

 

 

 

18,981,605

 

United PF Holdings, LLC

   7101 W Highway 71, Suite U-2

   Austin, Texas 78735

 

Services: Consumer

 

Senior Secured

Loans, Delayed

Draw, First Lien

 

 

 

 

 

2,416,848

 

Vertellus Holdings LLC

   201 N Illinois Suite 1800

   Indianapolis, IN 46204

 

Chemicals,

Plastics &

Rubber

 

Senior Secured

Loans, First Lien

 

 

 

 

 

22,461,298

 

Vertellus Holdings LLC

   201 N Illinois Suite 1800

   Indianapolis, IN 46204

 

Chemicals,

Plastics &

Rubber

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

14,958,791

 

Westmoreland Resource Partners, LP

   (Oxford Mining Company, LLC)

   9540 S Maroon Circle, Suite 300

   Englewood, Colorado 80112

 

Metals & Mining

 

Senior Secured

Loans, First Lien

 

 

 

 

 

5,272,577

 

Zest Acquisition Corp.

   2875 Loker Avenue East

   Carlsbad, CA 92010 USA

 

Healthcare &

Pharmaceuticals

 

Senior Secured

Loans, Second Lien

 

 

 

 

 

24,250,000

 

Total Senior Secured Loans

 

 

 

 

 

 

 

 

 

$

289,871,384

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Insurance Inc.

   American International Plaza, Suite 710

   245 Munoz Rivera Avenue

   San Juan, PR, 00918

 

Insurance

 

Preferred Stock

 

 

9.92

%

 

$

9,052,500

 

Gordon Brothers Finance Company

   Prudential Tower

   800 Boylston Street, 27th Floor

   Boston, MA 02199

 

Finance

 

Preferred Stock

 

 

70.59

%

 

 

33,821,486

 

KAGY Holding Company, Inc.

   (AGY Holding Corp.)

   2556 Wagener Road

   Aiken, SC 29801

 

Chemicals,

Plastics & Rubber

 

Preferred Stock

 

 

27.15

%

 

 

2,276,044

 

13

 


 

 

Name and Address of

Portfolio Company

 

Nature of

Business

 

Type of

Investment

 

Percentage

of Class Held

 

 

 

Fair Value at

December 31, 2018

 

Red Apple Stores Inc.

   6877 Goreway Drive, Suite 3

   Mississauga, Ontario L4V1L9

 

Retail

 

Preferred Stock

 

 

100.00

%

 

 

 

 

Total Preferred Stock

 

 

 

 

 

 

 

 

 

 

$

45,150,030

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Advanced Lighting Technologies, Inc.

   32000 Aurora Rd Solon, OH 44139

 

Capital

Equipment

 

Common Stock

 

 

12.03

%

 

 

$

 

Gordon Brothers Finance Company

   Prudential Tower 800 Boylston

   Street, 27th Floor Boston,

   MA 02199

 

Finance

 

Common Stock

 

 

80.10

%

 

 

 

10,611,548

 

KAGY Holding Company, Inc.

   (AGY Holding Corp.)

   2556 Wagener Road

   Aiken, SC 29801

 

Chemicals,

Plastics &

Rubber

 

Common Stock

 

 

27.27

%

 

 

 

 

Red Apple Stores Inc.

   6877 Goreway Drive, Suite 3

   Mississauga, Ontario L4V1L9

 

Retail

 

Common Stock

 

 

100.00

%

 

 

 

 

U.S. Well Services, Inc.

   1360 Post Oak Boulevard, Suite1800

   Houston, TX 77056

 

Energy: Oil &

Gas

 

Common Stock,

Class A

 

 

0.54

%

 

 

 

1,726,940

 

U.S. Well Services, Inc.

   1360 Post Oak Boulevard, Suite1800

   Houston, TX 77056

 

Energy: Oil &

Gas

 

Common Stock,

Class B

 

 

6.90

%

(2)

 

 

 

Total Common Stock

 

 

 

 

 

 

 

 

 

 

$

12,338,488

 

Limited Partnership/Limited Liability

   Company Interests

 

 

 

 

 

 

 

 

 

 

 

 

 

BCIC Senior Loan Partners, LLC

   40 East 52nd Street, 21st Floor

   New York, NY 10022

 

Finance

 

Limited Liability

Company Interests

 

 

85.00

%

 

 

$

91,516,666

 

ETX Energy, LLC 10441 S. Regal

   Boulevard, Suite 210 Tulsa, OK 74133

 

Energy: Oil &

Gas

 

Limited Liability

Company Interests

 

 

0.45

%

 

 

 

 

ETX Energy Management Company, LLC

   10441 S. Regal Boulevard, Suite 210

   Tulsa, OK 74133

 

Energy: Oil &

Gas

 

Limited Liability

Company Interests

 

 

0.55

%

 

 

 

 

14

 


 

 

Name and Address of

Portfolio Company

 

Nature of

Business

 

Type of

Investment

 

Percentage

of Class Held

 

 

 

Fair Value at

December 31, 2018

 

First Boston Construction Holdings, LLC

   One Adams Place, 859 Willard St.,

   Suite 501 Quincy, MA 02169

 

Finance

 

Limited Liability

Company Interests

 

 

34.84

%

 

 

 

7,324,557

 

Marsico Holdings, LLC

   1200 17th Street Suite 1600

   Denver, CO 80202

 

Finance

 

Limited Liability

Company Interests

 

 

0.31

%

 

 

 

 

MBS Parent, LLC

   101 Empty Saddle Trail

   Hailey, ID 83333

 

Services:

Business

 

Limited Liability

Company Interests

 

 

5.46

%

(1)

 

 

304,865

 

SVP-Singer Holdings LP

   1714 Heil Quaker Boulevard, Suite 130

   La Vergne, TN 37086

 

Consumer Goods:

Durable

 

Limited Partnership

Interests

 

 

14.16

%

 

 

 

 

USWS Holdings LLC

   1360 Post Oak Boulevard, Suite1800

   Houston, TX 77056

 

Energy: Oil & Gas

 

Limited Liability Company

Interests

 

 

6.90

%

(2)

 

 

25,544,031

 

V Global Holdings LLC

   201 N Illinois Suite 1800

   Indianapolis, IN 46204

 

Chemicals, Plastics & Rubber

 

Limited Liability Company

Interests

 

 

12.09

%

(3)

 

 

17,164,835

 

Westward Dough Holdings, LLC

   2190 East Pebble Road

   Las Vegas, NV 89123

 

Beverage, Food &

Tobacco

 

Limited Liability Company

Interests, Class D

 

 

15.00

%

(4)

 

 

 

Total Limited Partnership/Limited

   Liability Company Interests

 

 

 

 

 

 

 

 

 

 

$

141,854,954

 

Equity Warrants/Options

 

 

 

 

 

 

 

 

 

 

 

 

 

Advanced Lighting Technologies, Inc.

   32000 Aurora Rd

   Solan, OH 44139

 

Capital

Equipment

 

Equity Warrants

 

 

2.47

%

 

 

 

 

Facet Investment, Inc.

   3900 N Commerce Dr

   East Point, GA 30344

 

Healthcare &

Pharmaceuticals

 

Equity Warrants

 

 

1.80

%

 

 

 

 

Marsico Parent Superholdco, LLC

   1200 17th Street Suite 1600

   Denver, CO 80202

 

Finance

 

Equity Warrants

 

 

2.35

%

 

 

 

 

Total Equity Warrants/Options