bkcc-8k_20220513.htm

 

As filed with the Securities and Exchange Commission on May 13, 2022

 

1933 Act File No.   333-263419

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-2

 

Check appropriate box or boxes

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. 1

Post-Effective Amendment No. ____ ____________________

 

 

 

BlackRock Capital Investment Corporation

 

 

 

 

 

Registrant Exact Name as Specified in Charter

 

 

 

 

 

40 East 52nd Street

 

 

New York, NY 10022

 

 

 

 

 

Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

 

 

 

 

 

(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 (Number, Street, City, State, Zip Code) of Agent for Service

 

 

Copies to:

 

Laurence D. Paredes

Michael K. Hoffman, Esq.

Kenneth E. Burdon, Esq.

BlackRock Capital Investment Corporation

Skadden, Arps, Meagher & Flom LLP

Skadden, Arps, Meagher & Flom LLP

40 East 52nd Street

One Manhattan West

500 Boylston Street

New York, NY 10022

New York, NY 10001

Boston, MA 02116

 

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

 

 

 

 

Approximate Date of Commencement of Proposed Public Offering

 

 

 

 

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

Check box 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 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 


 

Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

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

when declared effective pursuant to Section 8(c) of the Securities Act

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

immediately upon filing pursuant to paragraph (b)

on (date) pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)

on (date) pursuant to paragraph (a)

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: ________.

This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ________.

Check each box that appropriately characterizes the Registrant:

Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

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 7(a)(2)(B) of Securities Act.

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 


 

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

May 13, 2022

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 debt securities and loans, and our investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component. 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 approval of our common stockholders and our independent directors, or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. Our stockholders approved at our 2021 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. We are currently seeking stockholder approval at our 2022 Special Meeting of Stockholders which was held on May 3, 2022 and adjourned to June 1, 2022, to continue for an additional year our ability 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 12, 2022 was $3.87 per share. The net asset value per share of our common stock at March 31, 2022 (the last date prior to the date of this prospectus on which we determined net asset value) was $4.70.

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 3 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             , 2022

 

 


 

 

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 our affairs 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

RISKS

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

3

USE OF PROCEEDS

4

PORTFOLIO COMPANIES

5

MANAGEMENT OF THE COMPANY

11

CERTAIN RELATIONSHIPS AND TRANSACTIONS

12

DETERMINATION OF NET ASSET VALUE

14

DESCRIPTION OF OUR CAPITAL STOCK

15

ISSUANCE OF WARRANTS, OPTIONS OR RIGHTS TO SUBSCRIBE TO, CONVERT TO, OR PURCHASE SHARES OF OUR COMMON STOCK

18

DESCRIPTION OF OUR PREFERRED STOCK

19

DESCRIPTION OF OUR WARRANTS

20

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

21

DESCRIPTION OF OUR DEBT SECURITIES

22

DESCRIPTION OF OUR UNITS

34

REGULATION

35

BROKERAGE ALLOCATIONS AND OTHER PRACTICES

38

MATERIAL U.S. FEDERAL TAX MATTERS

39

CONFLICTS OF INTEREST

44

PLAN OF DISTRIBUTION

50

CUSTODIAN, TRANSFER AGENT AND TRUSTEE

51

LEGAL MATTERS

51

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

51

ADDITIONAL INFORMATION

51

 

 

 

i

 


 

 

INCORPORATION BY REFERENCE

This prospectus is part of a registration statement that we have filed with the SEC. 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. We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 of 15(d) of the Exchange Act, including any filings on or after the date of this prospectus from the date of filings (excluding any information furnished, rather than filed), until we have sold all of the offered securities to which this prospectus and any accompanying prospectus supplement relates or the offering is otherwise terminated. The information incorporated by reference is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be automatically modified or superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement. The documents incorporated by reference herein include:

 

 

our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 2, 2022 (the “Annual Report”);

 

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 2, 2022;

 

our Current Report on Form 8-K (other than information furnished rather than filed) filed with the SEC on March 2, 2022;

 

our Current Report on Form 8-K filed with the SEC on April 20, 2022;

 

our Current Report on Form 8-K filed with the SEC on April 22, 2022;

 

our Current Report on Form 8-K (other than information furnished rather than filed) filed with the SEC on May 2, 2022;

 

our Current Report on Form 8-K filed with the SEC on May 6, 2022;

 

the Financial Highlights in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 8, 2017;

 

our Definitive Proxy Statement on Schedule 14A with respect to the Annual Meeting of Stockholders filed with the SEC on March 16, 2022;

 

our Definitive Proxy Statement on Schedule 14A with respect to the Special Meeting of Stockholders filed with the SEC on March 16, 2022; and

 

the description of our common stock contained in our Registration Statement on Form 8-A (File No. 001-33559) filed with the SEC on June 25, 2007, as updated by Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 6, 2020 and including any amendment or report filed for the purpose of updating such description prior to the termination of the offering registered hereby.

 

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, primarily in the form of senior debt securities and loans, and our investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component. 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 (“BDC”) under the Investment Company Act of 1940, as amended (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 enterprise value typically between $100 million and $1.5 billion. Our targeted investment typically ranges between $5 million and $25 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 new investments are in senior secured loans to primarily U.S. private middle-market companies, our investment portfolio may include junior secured, unsecured and subordinated loans, 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.

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.

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.

 

 

1

 


 

 

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, 2021 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.

 

2

 


 

 

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 impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general;

 

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

 

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.

3

 


 

 

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.

4

 


 

 

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 March 31, 2022. Percentages shown for class of securities held by us represent percentage of the class owned at March 31, 2022 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 March 31, 2022 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 March 31, 2022 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 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, which is incorporated by reference.

 

Issuer

 

Address

 

Instrument

 

Percentage of Class Held

 

 

Fair Value at March 31, 2022

 

Note

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

Unanet, Inc.

 

22970 Indian Creek Drive, Suite 200, Dulles, VA 20166

 

First Lien Term Loan

 

 

 

 

$

6,632,653

 

 

Unanet, Inc.

 

22970 Indian Creek Drive, Suite 200, Dulles, VA 20166

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

1,709,184

 

 

Unanet, Inc.

 

22970 Indian Creek Drive, Suite 200, Dulles, VA 20166

 

First Lien Revolver

 

 

 

 

 

816,327

 

 

 

 

 

 

 

 

 

 

 

 

 

9,158,164

 

 

Automobiles

 

 

 

 

 

 

 

 

 

 

 

 

 

ALCV Purchaser, Inc. (AutoLenders)

 

305 W Lincoln Hwy, Exton, PA 19341

 

First Lien Term Loan

 

 

 

 

 

2,601,076

 

 

ALCV Purchaser, Inc. (AutoLenders)

 

305 W Lincoln Hwy, Exton, PA 19341

 

First Lien Revolver

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,601,076

 

 

Building Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Porcelain Acquisition Corporation (Paramount)

 

18000 NE 5th Avenue, Miami, FL 33162

 

First Lien Term Loan

 

 

 

 

 

2,208,490

 

 

Porcelain Acquisition Corporation (Paramount)

 

18000 NE 5th Avenue, Miami, FL 33162

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

348,157

 

 

 

 

 

 

 

 

 

 

 

 

 

2,556,647

 

 

Capital Markets

 

 

 

 

 

 

 

 

 

 

 

 

 

Pico Quantitative Trading, LLC

 

32 Old Slip, 16th Floor, New York, NY 10005

 

First Lien Term Loan (1.0% Exit Fee)

 

 

 

 

 

505,000

 

 

Pico Quantitative Trading, LLC

 

32 Old Slip, 16th Floor, New York, NY 10005

 

First Lien Incremental Term Loan

 

 

 

 

 

560,228

 

 

 

 

 

 

 

 

 

 

 

 

 

1,065,228

 

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

Kellermeyer Bergensons Services, LLC

 

3605 Ocean Ranch Blvd., Suite 200, Oceanside, CA 92056

 

First Lien Term Loan

 

 

 

 

 

1,571,667

 

 

Kellermeyer Bergensons Services, LLC

 

3605 Ocean Ranch Blvd., Suite 200, Oceanside, CA 92056

 

First Lien Delayed Draw Term Loan A

 

 

 

 

 

345,782

 

 

Kellermeyer Bergensons Services, LLC

 

3605 Ocean Ranch Blvd., Suite 200, Oceanside, CA 92056

 

First Lien Delayed Draw Term Loan B

 

 

 

 

 

478,828

 

 

Thermostat Purchaser III, Inc. (Reedy Industries)

 

2440 Ravine Way, Suite 200, Glenview, IL 60025

 

Second Lien Term Loan

 

 

 

 

 

2,581,254

 

 

Thermostat Purchaser III, Inc. (Reedy Industries)

 

2440 Ravine Way, Suite 200, Glenview, IL 60025

 

Second Lien Delayed Draw Term Loan

 

 

 

 

 

(5,818

)

 

 

 

 

 

 

 

 

 

 

 

 

4,971,713

 

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

Homerenew Buyer, Inc. (Project Dream)

 

101 Huntington Avenue, Boston, MA 02199

 

First Lien Term Loan

 

 

 

 

 

3,103,221

 

 

Homerenew Buyer, Inc. (Project Dream)

 

101 Huntington Avenue, Boston, MA 02199

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

629,789

 

 

Homerenew Buyer, Inc. (Project Dream)

 

101 Huntington Avenue, Boston, MA 02199

 

First Lien Revolver

 

 

 

 

 

(22,562

)

 

PHRG Intermediate, LLC (Power Home)

 

2501 Seaport Drive, 4th Floor, Chester, PA 19013

 

First Lien Term Loan

 

 

 

 

 

2,468,750

 

 

Sunland Asphalt & Construction, LLC

 

1625 E. Northern Avenue, Phoenix, AZ 85020

 

First Lien Term Loan

 

 

 

 

 

2,453,867

 

 

Sunland Asphalt & Construction, LLC

 

1625 E. Northern Avenue, Phoenix, AZ 85020

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

825,113

 

 

 

 

 

 

 

 

 

 

 

 

 

9,458,178

 

 

5

 


 

Issuer

 

Address

 

Instrument

 

Percentage of Class Held

 

 

Fair Value at March 31, 2022

 

Note

Consumer Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

Barri Financial Group, LLC

 

9800 Centre Parkway, Houston, TX 77036

 

First Lien Term Loan

 

 

 

 

$

12,188,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Containers & Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

BW Holding, Inc. (Brook & Whittle)

 

20 Carter Drive, Guilford, CT 06437

 

Second Lien Term Loan

 

 

 

 

 

2,171,259

 

 

BW Holding, Inc. (Brook & Whittle)

 

20 Carter Drive, Guilford, CT 06437

 

Second Lien Delayed Draw Term Loan

 

 

 

 

 

(10,062

)

 

PVHC Holding Corp.

 

5711 Old Buncombe Road, Greenville, SC 29609

 

First Lien Term Loan

 

 

 

 

 

9,334,735

 

 

 

 

 

 

 

 

 

 

 

 

 

11,495,932

 

 

Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

Colony Display LLC

 

2500 Galvin Drive, Elgin, IL 60123

 

First Lien Term Loan

 

 

 

 

 

2,288,971

 

 

Colony Display LLC

 

2500 Galvin Drive, Elgin, IL 60123

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

(38,120

)

 

 

 

 

 

 

 

 

 

 

 

 

2,250,851

 

 

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

Elevate Brands OpCo LLC

 

815 Brazos St, Suite 900, Austin, TX 78701

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

7,748,170

 

 

Razor Group GmbH (Germany)

 

Prinzessinnenstr. 19-20, 10969 Berlin, Germany

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

12,590,486

 

 

Razor Group GmbH (Germany)

 

Prinzessinnenstr. 19-20, 10969 Berlin, Germany

 

First Lien Sr Secured Convertible Term Loan

 

 

 

 

 

2,897,872

 

 

SellerX Germany GmbH & Co. Kg (Germany)

 

Koppenstr. 93, 10243 Berlin, Germany

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

5,493,582

 

 

Thras.io, LLC

 

85 West St. Suite 4, Walpole, MA 02081

 

First Lien Term Loan

 

 

 

 

 

7,210,596

 

 

Thras.io, LLC

 

85 West St. Suite 4, Walpole, MA 02081

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

2,967,765

 

 

Whele LLC (Perch)

 

667 Boylston Street, 3rd Floor, Boston, MA 02116

 

First Lien Incremental Term Loan

 

 

 

 

 

6,835,562

 

 

 

 

 

 

 

 

 

 

 

 

 

45,744,033

 

 

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

2-10 Holdco, Inc.

 

13900 E Harvard Avenue, Aurora, CO 80014

 

First Lien Term Loan

 

 

 

 

 

6,538,755

 

 

2-10 Holdco, Inc.

 

13900 E Harvard Avenue, Aurora, CO 80014

 

First Lien Revolver

 

 

 

 

 

(1,826

)

 

Callodine Commercial Finance, LLC

 

2 International Place, Suite 1830, Boston, MA 02110

 

First Lien Term Loan

 

 

 

 

 

25,200,000

 

 

Callodine Commercial Finance, LLC

 

2 International Place, Suite 1830, Boston, MA 02110

 

Delayed Draw Term Loan

 

 

 

 

 

64,516

 

 

Callodine Commercial Finance, LLC

 

2 International Place, Suite 1830, Boston, MA 02110

 

Subordinated Debt

 

 

 

 

 

5,000,000

 

 

Gordon Brothers Finance Company

 

2 International Place, Suite 1830, Boston, MA 02110

 

Unsecured Debt

 

 

 

 

 

22,083,000

 

 

Oasis Financial, LLC

 

9525 W Bryn Mawr Avenue #900, Rosemont, IL 60018

 

Second Lien Term Loan

 

 

 

 

 

4,915,000

 

 

Worldremit Group Limited (United Kingdom)

 

62 Buckingham Gate, London SW1E 6AJ, United Kingdom

 

First Lien Term Loan (3.0% Exit Fee)

 

 

 

 

 

11,028,800

 

 

 

 

 

 

 

 

 

 

 

 

 

74,828,245

 

 

Diversified Telecommunication Services

 

 

 

 

 

 

 

 

 

 

 

 

 

MetroNet Systems Holdings, LLC

 

3701 Communications Way, Evansville, IN 47715

 

Second Lien Term Loan

 

 

 

 

 

1,420,185

 

 

MetroNet Systems Holdings, LLC

 

3701 Communications Way, Evansville, IN 47715

 

Second Lien Delayed Draw Term Loan

 

 

 

 

 

2,923,911

 

 

 

 

 

 

 

 

 

 

 

 

 

4,344,096

 

 

Electrical Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Advanced Lighting Technologies, Inc.

 

7905 Cochran Road, Suite 300, Glenwillow, OH, 44139

 

Second Lien Sr Secured Notes

 

 

 

 

 

659,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

Zest Acquisition Corp.

 

2875 Loker Avenue East, Carlsbad, CA 92010

 

Second Lien Term Loan

 

 

 

 

 

14,850,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care Providers & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

INH Buyer, Inc. (IMS Health)

 

6675 Westwood Boulevard Suite 475 Orlando, FL 32821

 

First Lien Term Loan

 

 

 

 

 

2,498,445

 

 

Outcomes Group Holdings, Inc.

 

1277 Treat Blvd, Suite 800, Walnut Creek, CA 94597

 

Second Lien Term Loan

 

 

 

 

 

5,769,231

 

 

Team Services Group, LLC

 

3131 Camino del Rio North, Suite 650, San Diego, CA 92108

 

Second Lien Term Loan

 

 

 

 

 

6,488,998

 

 

Tempus, LLC (Epic Staffing)

 

2041 Rosecrans Avenue, Suite 245, El Segundo, CA 90245

 

First Lien Term Loan

 

 

 

 

 

6,171,252

 

 

 

 

 

 

 

 

 

 

 

 

 

20,927,926

 

 

Health Care Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

Appriss Health, LLC (PatientPing)

 

9901 Linn Station Road, Suite 500, Louisville, KY 40223

 

First Lien Term Loan

 

 

 

 

 

2,789,622

 

 

Appriss Health, LLC (PatientPing)

 

9901 Linn Station Road, Suite 500, Louisville, KY 40223

 

First Lien Revolver

 

 

 

 

 

(5,752

)

 

CareATC, Inc.

 

4500 S 129th E Avenue, Suite 191, Tulsa, OK 74134

 

First Lien Term Loan

 

 

 

 

 

8,048,682

 

 

CareATC, Inc.

 

4500 S 129th E Avenue, Suite 191, Tulsa, OK 74134

 

First Lien Revolver

 

 

 

 

 

 

 

ESO Solutions, Inc.

 

11500 Alterra Pkwy #100, Austin, TX 78758

 

First Lien Term Loan

 

 

 

 

 

8,388,974

 

 

ESO Solutions, Inc.

 

11500 Alterra Pkwy #100, Austin, TX 78758

 

First Lien Revolver

 

 

 

 

 

 

 

Gainwell Acquisition Corp.

 

1775 Tysons Blvd., Suite 900, Tysons, VA 22102

 

Second Lien Term Loan

 

 

 

 

 

2,038,922

 

 

Sandata Technologies, LLC

 

26 Harbor Park Drive, Port Washington, NY 11050

 

First Lien Term Loan

 

 

 

 

 

4,545,000

 

 

Sandata Technologies, LLC

 

26 Harbor Park Drive, Port Washington, NY 11050

 

First Lien Revolver

 

 

 

 

 

200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

26,005,448

 

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

AmeriLife Holdings, LLC

 

2650 McCormick Dr, Clearwater, FL 33759

 

Second Lien Term Loan

 

 

 

 

 

8,908,575

 

 

IT Parent, LLC (Insurance Technologies)

 

2 South Cascade Avenue, Suite 200, Colorado Springs, CO 80903

 

First Lien Term Loan

 

 

 

 

 

1,888,047

 

 

IT Parent, LLC (Insurance Technologies)

 

2 South Cascade Avenue, Suite 200, Colorado Springs, CO 80903

 

First Lien Revolver

 

 

 

 

 

58,917

 

 

 

 

 

 

 

 

 

 

 

 

 

10,855,539

 

 

6

 


 

Issuer

 

Address

 

Instrument

 

Percentage of Class Held

 

 

Fair Value at March 31, 2022

 

Note

Internet & Catalog Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

Syndigo, LLC

 

141 W. Jackson Blvd, Ste 1220, Chicago, IL 60604

 

Second Lien Term Loan

 

 

 

 

$

4,603,370

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internet Software & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

Astra Acquisition Corp. (Anthology)

 

1111 19th St NW, Washington, DC 20036

 

Second Lien Term Loan

 

 

 

 

 

6,987,400

 

 

Magenta Buyer, LLC (McAfee)

 

6220 America Ctr Dr, San Jose, CA, 95002

 

Second Lien Term Loan

 

 

 

 

 

6,921,250

 

 

MetricStream, Inc.

 

6201 America Center Drive, Suite 240, San Jose, CA 95002

 

First Lien Term Loan

 

 

 

 

 

10,694,221

 

 

MetricStream, Inc.

 

6201 America Center Drive, Suite 240, San Jose, CA 95002

 

First Lien Incremental Term Loan (3.25% Exit Fee)

 

 

 

 

 

1,415,627

 

 

Persado, Inc.

 

11 East 26th St, New York, NY 10010

 

First Lien Delayed Draw Term Loan (4.25% Exit Fee)

 

 

 

 

 

1,543,750

 

 

Pluralsight, Inc.

 

42 Future Way, Draper, UT 84020

 

First Lien Term Loan

 

 

 

 

 

11,792,032

 

 

Pluralsight, Inc.

 

42 Future Way, Draper, UT 84020

 

First Lien Revolver

 

 

 

 

 

(21,398

)

 

Quartz Holding Company (Quick Base)

 

150 Cambridge Park Drive, Suite 500, Cambridge, MA 02140

 

Second Lien Term Loan

 

 

 

 

 

5,512,958

 

 

Reveal Data Corporation et al

 

145 S Wells St, Suite 500, Chicago, IL 60606

 

First Lien Term Loan

 

 

 

 

 

2,519,332

 

 

Suited Connector, LLC

 

8123 Interport Blvd, Englewood, CO 80112

 

First Lien Term Loan

 

 

 

 

 

1,410,341

 

 

Suited Connector, LLC

 

8123 Interport Blvd, Englewood, CO 80112

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

(5,114

)

 

Suited Connector, LLC

 

8123 Interport Blvd, Englewood, CO 80112

 

First Lien Revolver

 

 

 

 

 

42,045

 

 

 

 

 

 

 

 

 

 

 

 

 

48,812,444

 

 

IT Services

 

 

 

 

 

 

 

 

 

 

 

 

 

Ensono, Inc.

 

3333 Finley Road, Downers Grove, IL 60515

 

Second Lien Term Loan B

 

 

 

 

 

5,050,000

 

 

Idera, Inc.

 

10801 North Mopac Expressway Building 1, Suite 100, Austin, TX, 78759

 

Second Lien Term Loan

 

 

 

 

 

2,817,118

 

 

Puppet, Inc.

 

308 SW 2nd Avenue, 5th Floor, Portland, OR 97204

 

First Lien Term Loan (3.0% Exit Fee)

 

 

 

 

 

982,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8,849,118

 

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

Sonny's Enterprises, LLC

 

5605 Hiatus Road, Tamarac, FL 33321

 

First Lien Term Loan

 

 

 

 

 

1,469,970

 

 

Sonny's Enterprises, LLC

 

5605 Hiatus Road, Tamarac, FL 33321

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

3,962,637

 

 

 

 

 

 

 

 

 

 

 

 

 

5,432,607

 

 

Media

 

 

 

 

 

 

 

 

 

 

 

 

 

MBS Opco, LLC

 

101 Empty Saddle Trail, Hailey, ID 83333

 

First Lien Term Loan

 

 

 

 

 

14,362,500

 

 

NEP II, Inc.

 

2 Beta Drive, Pittsburg, PA 15238

 

Second Lien Term Loan

 

 

 

 

 

3,015,102

 

 

Terraboost Media Operating Company, LLC

 

440 Quadrangle Drive, Bolingbrook, IL 60440

 

First Lien Term Loan

 

 

 

 

 

3,639,737

 

 

 

 

 

 

 

 

 

 

 

 

 

21,017,339

 

 

Metals & Mining

 

 

 

 

 

 

 

 

 

 

 

 

 

Kemmerer Operations, LLC (WMLP)

 

6520 Elkol County Road 304, Kemmerer, WY 83101

 

First Lien Term Loan

 

 

 

 

 

3,080,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paper & Forest Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Alpine Acquisition Corp II (48Forty)

 

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

 

First Lien Term Loan

 

 

 

 

 

9,227,898

 

 

Alpine Acquisition Corp II (48Forty)

 

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

(20,101

)

 

Alpine Acquisition Corp II (48Forty)

 

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

 

First Lien Revolver

 

 

 

 

 

(20,101

)

 

 

 

 

 

 

 

 

 

 

 

 

9,187,696

 

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

Dude Solutions Holdings, Inc.

 

11000 Regency Pkwy, Suite 110, Carry, NC 27518

 

First Lien Term Loan

 

 

 

 

 

9,191,454

 

 

Dude Solutions Holdings, Inc.

 

11000 Regency Pkwy, Suite 110, Carry, NC 27518

 

First Lien Revolver

 

 

 

 

 

482,699

 

 

GI Consilio Parent, LLC

 

1828 L St. NW, Suite 1070, Washington, DC 20036

 

Second Lien Term Loan

 

 

 

 

 

5,020,000

 

 

JobandTalent USA, Inc. (United Kingdom)

 

199 Bishopgate, Spitalfields, London EC2M 3TY, United Kingdon

 

First Lien Term Loan

 

 

 

 

 

9,941,953

 

 

JobandTalent USA, Inc. (United Kingdom)

 

199 Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

5,326,500

 

 

RigUp, Inc.

 

111 Congress Avenue, Suite 900, Austin, TX 78701

 

First Lien Delayed Draw Term Loan (3.5% Exit Fee)

 

 

 

 

 

491,500

 

 

TLE Holdings, LLC

 

210 Hillsboro Technology Drive, Deerfield Beach, FL 33441

 

First Lien Term Loan

 

 

 

 

 

3,580,845

 

 

TLE Holdings, LLC

 

210 Hillsboro Technology Drive, Deerfield Beach, FL 33441

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

916,518

 

 

VT TopCo, Inc. (Veritext)

 

290 West Mt. Pleasant Avenue, Suite 3200, Livingston, NJ 07039

 

Second Lien Term Loan

 

 

 

 

 

1,048,685

 

 

 

 

 

 

 

 

 

 

 

 

 

36,000,154

 

 

Real Estate Management & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

Greystone Affordable Housing Initiatives, LLC

 

152 West 57th St., 60th Floor, New York, NY 10019

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

1,855,467

 

 

Greystone Select Company II, LLC (Passco)

 

152 West 57th St., 60th Floor, New York, NY 10019

 

First Lien Term Loan

 

 

 

 

 

4,568,106

 

 

Greystone Select Company II, LLC (Passco)

 

152 West 57th St., 60th Floor, New York, NY 10019

 

First Lien Delayed Draw Term Loan

 

 

 

 

 

(134,661

)

 

 

 

 

 

 

 

 

 

 

 

 

6,288,912

 

 

Road & Rail

 

 

 

 

 

 

 

 

 

 

 

 

 

Keep Truckin, Inc.

 

5 Hawthorne St, 4th Floor, San Francisco, CA 94105

 

First Lien Term Loan

 

 

 

 

 

14,835,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Semiconductors & Semiconductor Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerald Technologies (U.S.) AcquisitionCo, Inc

 

1 Stiles Road, Salem, NH 03079

 

First Lien Term Loan

 

 

 

 

 

1,877,265