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INVESTMENTS
12 Months Ended
Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]  
INVESTMENTS
4. INVESTMENTS

As of December 31, 2022 and 2021, investments consisted of the following:

 As of December 31,
 20222021
Amortized Cost(1)Fair ValueAmortized Cost(1)Fair Value
First lien senior secured loans(2)$9,684 $9,373 $9,583 $9,459 
Second lien senior secured loans4,218 3,934 4,614 4,524 
Subordinated certificates of the SDLP(3)1,274 1,249 987 987 
Senior subordinated loans1,163 1,079 896 890 
Preferred equity2,095 2,027 1,547 1,561 
Ivy Hill Asset Management, L.P.(4)2,048 2,201 781 936 
Other equity1,561 1,917 1,402 1,652 
Total$22,043 $21,780 $19,810 $20,009 
________________________________________

(1)The amortized cost represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest or dividends.
    
(2)First lien senior secured loans include certain loans that the Company classifies as “unitranche” loans. The total amortized cost and fair value of the loans that the Company classified as “unitranche” loans were $4,983 and $4,841 respectively, as of December 31, 2022, and $5,210 and $5,163, respectively, as of December 31, 2021.

(3)The proceeds from these certificates were applied to co-investments with Varagon and its clients to fund first lien senior secured loans to 22 and 19 different borrowers as of December 31, 2022 and 2021, respectively.

(4)Includes the Company’s equity and subordinated loan investments in IHAM, as applicable.
  
The Company uses Global Industry Classification Standards for classifying the industry groupings of its portfolio companies. The industrial and geographic compositions of the Company’s portfolio at fair value as of December 31, 2022 and 2021 were as follows:
 As of December 31,
20222021
Industry
Software & Services21.9 %21.9 %
Diversified Financials(1)13.3 7.5 
Health Care Services10.8 10.8 
Commercial & Professional Services9.5 9.2 
Investment Funds and Vehicles(2)6.0 5.2 
Insurance Services5.2 5.8 
Power Generation4.5 4.5 
Consumer Services4.2 3.9 
Consumer Durables & Apparel3.7 4.4 
Capital Goods3.6 4.8 
Automobiles & Components2.6 4.6 
Media & Entertainment2.1 2.2 
Food & Beverage2.0 2.2 
Energy2.0 1.9 
Pharmaceuticals, Biotechnology & Life Sciences1.7 1.9 
Other6.9 9.2 
Total100.0 %100.0 %
________________________________________

(1)Includes the Company’s investment in IHAM.

(2)Includes the Company’s investment in the SDLP, which had made first lien senior secured loans to 22 and 19 different borrowers as of December 31, 2022 and 2021, respectively. The portfolio companies in the SDLP are in industries similar to the companies in the Company’s portfolio.

 As of December 31,
20222021
Geographic Region
West(1)24.5 %26.6 %
Midwest23.9 27.9 
Southeast17.1 17.2 
Mid-Atlantic14.9 14.5 
Northeast(2)14.0 9.4 
International5.6 4.4 
Total100.0 %100.0 %
________________________________________

(1)Includes the Company’s investment in the SDLP, which represented 5.7% and 4.9% of the total investment portfolio at fair value as of December 31, 2022 and 2021, respectively.

(2)Includes the Company’s investment in IHAM, which represented 10.1% and 4.7% of the total investment portfolio at fair value as of December 31, 2022 and 2021, respectively.
As of December 31, 2022 and 2021, loans on non-accrual status represented 1.7% of the total investments at amortized cost (or 1.1% at fair value) and 0.8% at amortized cost (or 0.5% at fair value), respectively.

Senior Direct Lending Program

The Company has established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. Varagon was formed in 2013 as a lending platform by American International Group, Inc. and other partners. The joint venture is called the SDLP. In July 2016, the Company and Varagon and its clients completed the initial funding of the SDLP. The SDLP may generally commit and hold individual loans of up to $450. The Company and other accounts managed by the Company’s investment adviser and its affiliates may directly co-invest with the SDLP to accommodate larger transactions. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of the Company and Varagon (with approval from a representative of each required).

The Company provides capital to the SDLP in the form of subordinated certificates (the “SDLP Certificates”), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. As of December 31, 2022 and 2021, the Company and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.

As of December 31, 2022 and 2021, the Company and Varagon and its clients had agreed to make capital available to the SDLP of $6,150 and $6,150, respectively, in the aggregate, of which $1,444 and $1,444, respectively, is to be made available from the Company. The Company will continue to provide capital to the SDLP in the form of SDLP Certificates, and Varagon and its clients will provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. This capital will only be committed to the SDLP upon approval of transactions by the investment committee of the SDLP as discussed above. Below is a summary of the funded capital and unfunded capital commitments of the SDLP.

 As of December 31,
20222021
Total capital funded to the SDLP(1)$5,127 $4,168 
Total capital funded to the SDLP by the Company(1)$1,274 $987 
Total unfunded capital commitments to the SDLP(2)$294 $262 
Total unfunded capital commitments to the SDLP by the Company(2)$68 $62 
___________________________________________________________________________
(1)At principal amount.

(2)These commitments to fund delayed draw loans have been approved by the investment committee of the SDLP and will be funded if and when conditions to funding such delayed draw loans are met.

The SDLP Certificates pay a coupon equal to LIBOR plus 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses, which may result in a return to the holders of the SDLP Certificates that is greater than the stated coupon. The SDLP Certificates are junior in right of payment to the senior notes and intermediate funding notes.

The amortized cost and fair value of the SDLP Certificates held by the Company were $1,274 and $1,249, respectively, as of December 31, 2022 and $987 and $987, respectively, as of December 31, 2021. The Company’s yield on its investment in the SDLP Certificates at amortized cost and fair value was 13.5% and 13.8%, respectively, as of December 31, 2022, and 13.5% and 13.5%, respectively, as of December 31, 2021. The interest income from the Company’s investment in the SDLP Certificates and capital structuring service and other fees earned for the years ended December 31, 2022, 2021 and 2020 were as follows:

For the Years Ended December 31,
202220212020
Interest income
$146 $138 $127 
Capital structuring service and other fees
$22 $22 $23 
As of December 31, 2022 and 2021, the SDLP’s portfolio was comprised entirely of first lien senior secured loans to U.S. middle-market companies and were in industries similar to the companies in the Company’s portfolio. As of December 31, 2022, one of the loans was on non-accrual status. As of December 31, 2021, none of the loans were on non-accrual status. Below is a summary of the SDLP’s portfolio.
As of December 31,
20222021
Total first lien senior secured loans(1)(2)$5,174 $4,194 
Largest loan to a single borrower(1)$377 $342 
Total of five largest loans to borrowers(1)$1,631 $1,540 
Number of borrowers in the SDLP22 19 
Commitments to fund delayed draw loans(3)$294 $262 
___________________________________________________________________________

(1)At principal amount.

(2)First lien senior secured loans include certain loans that the SDLP classifies as “unitranche” loans. As of December 31, 2022 and 2021, the total principal amount of loans in the SDLP portfolio that the SDLP classified as “unitranche” loans was $4,108 and $2,908, respectively.

(3)As discussed above, these commitments have been approved by the investment committee of the SDLP.

Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of the SDLP, in conformity with GAAP, as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 are presented below:

As of December 31,
20222021
Selected Balance Sheet Information:
Investments at fair value (amortized cost of $5,166 and $4,193, respectively)
$4,958 $4,127 
Other assets150 84 
Total assets$5,108 $4,211 
Senior notes$3,538 $2,939 
Intermediate funding notes132 101 
Other liabilities110 51 
Total liabilities3,780 3,091 
Subordinated certificates and members’ capital1,328 1,120 
Total liabilities and members’ capital$5,108 $4,211 

For the Years Ended December 31,
202220212020
Selected Statement of Operations Information:
Total investment income$365 $282 $302 
Interest expense155 91 113 
Other expenses20 18 16 
Total expenses175 109 129 
Net investment income190 173 173 
Net realized and unrealized gains (losses) on investments(147)70 (64)
Net increase in members’ capital resulting from operations$43 $243 $109 
Ivy Hill Asset Management, L.P.

Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of the Company, is an asset management services company and an SEC-registered investment adviser. As of December 31, 2022, IHAM had assets under management of approximately $13.1 billion. As of December 31, 2022, IHAM managed 21 vehicles and served as the sub-manager/sub-servicer for one other vehicle (these vehicles managed or sub-managed/sub-serviced by IHAM are referred to as the “IHAM Vehicles”). IHAM earns fee income from managing the IHAM Vehicles and has also invested in certain of these vehicles as part of its business strategy. The amortized cost of IHAM’s total investments as of December 31, 2022 and 2021 was $2,370 and $966, respectively. For the years ended December 31, 2022, 2021 and 2020, IHAM had management and incentive fee income of $48, $31 and $28, respectively, and other investment-related income of $189, $91 and $75, respectively.

 The amortized cost and fair value of the Company’s investment in IHAM as of December 31, 2022 and 2021 were as follows:

As of December 31,
20222021
Amortized CostFair ValueAmortized CostFair Value
Subordinated debt
$500 $500 $16 $16 
Equity investment
1,548 1,701 765920 
Total Company’s investment in IHAM$2,048 $2,201 $781 $936 


The interest income and dividend income that the Company earned from IHAM for the years ended December 31, 2022, 2021 and 2020 were as follows:

For the Years Ended December 31,
202220212020
Interest income
$23 $$
Dividend income
$205 $93 $74 

From time to time, IHAM or certain IHAM Vehicles may purchase investments from, or sell investments to, the Company. For any such sales or purchases by the IHAM Vehicles to or from the Company, the IHAM Vehicle must obtain approval from third parties unaffiliated with the Company or IHAM, as applicable. During the year ended December 31, 2022, 2021 and 2020, IHAM or certain of the IHAM Vehicles purchased $3,358, $2,407 and $940, respectively, of loans from the Company. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $20, $7 and $21, respectively, of net realized losses from these sales. During the year ended December 31, 2022, the Company purchased $27 of investments from certain IHAM Vehicles.

IHAM is party to an administration agreement, referred to herein as the “IHAM administration agreement,” with Ares Operations. Pursuant to the IHAM administration agreement, Ares Operations provides IHAM with, among other things, office facilities, equipment, clerical, bookkeeping and record keeping services, services relating to the marketing and sale of interests in vehicles managed by IHAM, services of, and oversight of, custodians, depositories, accountants, attorneys, underwriters and such other persons in any other capacity deemed to be necessary. Under the IHAM administration agreement, IHAM reimburses Ares Operations for all of the actual costs associated with such services, including Ares Operations’ allocable portion of the compensation, rent and other expenses of its officers, employees and respective staff in performing its obligations under the IHAM administration agreement.

Selected Financial Information

Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of IHAM, in conformity with GAAP, as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 are presented below.

In conformity with GAAP, IHAM is required to consolidate entities in which IHAM has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model, which include certain of the IHAM Vehicles (the “Consolidated IHAM Vehicles”). As such, for GAAP purposes only, IHAM consolidates (a) entities in which it holds a
majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity and (b) entities that it concludes are variable interest entities in which IHAM has more than insignificant economic interest and power to direct the activities that most significantly impact the entities, and for which IHAM is deemed to be the primary beneficiary.

When IHAM consolidates an IHAM Vehicle for GAAP purposes only, IHAM reflects the assets, liabilities, revenues and expenses of the Consolidated IHAM Vehicles on a gross basis, including the economic interests held by third-party investors in the Consolidated IHAM Vehicles as debt obligations, subordinated notes or non-controlling interests, in the consolidated IHAM financials below. All of the revenues earned by IHAM as the investment manager of the IHAM Consolidated Vehicles are eliminated in GAAP consolidation. However, because the eliminated amounts are earned from and funded by third-party investors, the GAAP consolidation of an IHAM Vehicle does not impact the net income or loss attributable to IHAM. As a result, the Company believes an assessment of IHAM's business and the impact to the Company’s investment in IHAM is best viewed on a stand-alone basis as reflected in the first column in the tables below.

As of December 31, 2022
IHAMConsolidated IHAM Vehicles(1)EliminationsConsolidated
Selected Balance Sheet Information:
Assets
Investments at fair value(2)$2,340 $8,973 $(2,315)$8,998 
Cash and cash equivalents499 — 504 
Other assets55 94 (51)98 
Total assets$2,400 $9,566 $(2,366)$9,600 
Liabilities
Debt$308 $6,968 $— $7,276 
Subordinated note from ARCC500 — — 500 
Subordinated notes(3)— 1,374 (1,093)281 
Other liabilities17 129 (15)131 
Total liabilities825 8,471 (1,108)8,188 
Equity
Contributed capital1,547 — — 1,547 
Accumulated earnings61 — — 61 
Net unrealized losses on investments and foreign currency transactions(33)— — (33)
Non-controlling interests in Consolidated IHAM Vehicles(4)
— 1,095 (1,258)(163)
Total equity1,575 1,095 (1,258)1,412 
Total liabilities and equity$2,400 $9,566 $(2,366)$9,600 
As of December 31, 2021
IHAMConsolidated IHAM Vehicles(1)EliminationsConsolidated
Selected Balance Sheet Information:
Assets
Investments at fair value(2)$966 $5,510 $(927)$5,549 
Cash and cash equivalents416 — 424 
Other assets12 79 (8)83 
Total assets$986 $6,005 $(935)$6,056 
Liabilities
Debt$125 $4,656 $— $4,781 
Subordinated note from ARCC16 — — 16 
Subordinated notes(3)— 983 (700)283 
Other liabilities98 (9)91 
Total liabilities143 5,737 (709)5,171 
Equity
Contributed capital765 — — 765 
Accumulated earnings78 — — 78 
Net unrealized gains on investments and foreign currency transactions— — — — 
Non-controlling interests in Consolidated IHAM Vehicles(4)
— 268(226)42 
Total equity843 268 (226)885 
Total liabilities and equity$986 $6,005 $(935)$6,056 
________________________________________

(1)Consolidated for GAAP purposes only.

(2)The determination of such fair value is determined in accordance with IHAM’s valuation procedures (separate and apart from the Company’s valuation process described elsewhere herein). The amortized cost of IHAM’s total investments as of December 31, 2022 and 2021 was $2,370 and $966, respectively. The amortized cost of the total investments of IHAM on a consolidated basis as of December 31, 2022 and 2021 was $9,306 and $5,588, respectively.

(3)Subordinated notes generally represent the most junior capital in certain of the Consolidated IHAM Vehicles and effectively represent equity in such vehicles.

(4)Non-controlling interests in Consolidated IHAM Vehicles includes net unrealized depreciation in the Consolidated IHAM Vehicles of $309 and $30 as of December 31, 2022 and 2021, respectively.
For the Year Ended December 31, 2022
IHAMConsolidated IHAM Vehicles(1)EliminationsConsolidated
Selected Statement of Operations Information:
Revenues
Investment income$188 $594 $(185)$597 
Management fees and other income49 (46)10 
Total revenues237 601 (231)607 
Expenses
Interest expense35 261 — 296 
Distributions to subordinated notes— 130 (95)35 
Management fees and other expenses14 56 (46)24 
Total expenses49 447 (141)355 
Net operating income188 154 (90)252 
Net realized losses on investments and other transactions— (12)— (12)
Net unrealized losses on investments and other transactions(33)(279)31 (281)
Total net realized and unrealized losses on investments and other transactions(33)(291)31 (293)
Net income (loss)155 (137)(59)(41)
Less: Net income (loss) attributable to non-controlling interests in Consolidated IHAM Vehicles— (137)(59)(196)
Net income attributable to Ivy Hill Asset Management, L.P.$155 $— $— $155 

For the Year Ended December 31, 2021
IHAMConsolidated IHAM Vehicles(1)EliminationsConsolidated
Selected Statement of Operations Information:
Revenues
Investment income$97 $285 $(93)$289 
Management fees and other income31 (27)11 
Total revenues128 292 (120)300 
Expenses
Interest expense99 — 104 
Distributions to subordinated notes— 135 (101)34 
Management fees and other expenses12 38 (27)23 
Total expenses17 272 (128)161 
Net operating income111 20 139 
Net realized gains (losses) on investments and other transactions(6)80 (28)46 
Net unrealized gains on investments and other transactions18 91 (15)94 
Total net realized and unrealized gains on investments and other transactions12 171 (43)140 
Net income123 191 (35)279 
Less: Net income attributable to non-controlling interests in Consolidated IHAM Vehicles— 191 (35)156 
Net income attributable to Ivy Hill Asset Management, L.P. $123 $— $— $123 
For the Year Ended December 31, 2020
IHAMConsolidated IHAM Vehicles(1)EliminationsConsolidated
Selected Statement of Operations Information:
Revenues
Investment income$79 $288 $(78)$289 
Management fees and other income28 (26)
Total revenues107 295 (104)298 
Expenses
Interest expense119 — 127 
Distributions to subordinated notes— 113 (79)34 
Management fees and other expenses12 33 (26)19 
Total expenses20 265 (105)180 
Net operating income87 30 118 
Net realized gains (losses) on investments and other transactions(4)50 — 46 
Net unrealized losses on investments and other transactions(7)(26)(27)
Total net realized and unrealized gains (losses) on investments and other transactions(11)24 19 
Net income 76 54 137 
Less: Net income attributable to non-controlling interests in Consolidated Funds— 54 61 
Net income attributable to Ivy Hill Asset Management, L.P.$76 $— $— $76 
________________________________________

(1)Consolidated for GAAP purposes only.