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BORROWINGS | 12 Months Ended
--- | ---
Mar. 31, 2024
Debt Disclosure [Abstract] |
BORROWINGS | BORROWINGS In accordance with the 1940 Act, effective April 25, 2019, the Company is only allowed to borrow amounts such that its asset coverage (i.e., the ratio of assets less liabilities not represented by senior securities to senior securities such as borrowings), calculated pursuant to the 1940 Act, is at least 150% after such borrowing. The Board of Directors also approved a resolution that limits the Company’s issuance of senior securities such that the asset coverage ratio, taking into account any such issuance, would not be less than 166%, which became effective April 25, 2019. On August 11, 2021, we received an exemptive order from SEC to permit us to exclude the senior securities issued by SBIC I or any future SBIC subsidiary of the Company from the definition of senior securities in the asset coverage requirement applicable to the Company under the 1940 Act. As of March 31, 2024, the Company’s asset coverage was 221%. The Company had the following borrowings outstanding as of March 31, 2024 and March 31, 2023 (amounts in thousands):
| Outstanding Balance |  | Unamortized Debt Issuance Costs and Debt Discount/Premium(1) |  | Recorded Value |  | Estimated Fair Value(2)
March 31, 2024 |  |  |  |  |  |  |
SBA Debentures | $ | 153,000 |  |  | $ | (4,305) |  |  | $ | 148,695 |  |  | $ | 141,638 |
Corporate Credit Facility | 265,000 |  |  | — |  |  | 265,000 |  |  | 265,000 |
SPV Credit Facility | — |  |  | — |  |  | — |  |  | — |
January 2026 Notes | 140,000 |  |  | (612) |  |  | 139,388 |  |  | 118,249 |
October 2026 Notes | 150,000 |  |  | (1,923) |  |  | 148,077 |  |  | 127,150 |
August 2028 Notes | 71,875 |  |  | (2,182) |  |  | 69,693 |  |  | 74,261 |
| $ | 779,875 |  |  | $ | (9,022) |  |  | $ | 770,853 |  |  | $ | 726,298 |
March 31, 2023 |  |  |  |  |  |  |
SBA Debentures | $ | 120,000 |  |  | $ | (3,670) |  |  | $ | 116,330 |  |  | $ | 115,836 |
Corporate Credit Facility | 235,000 |  |  | — |  |  | 235,000 |  |  | 235,000 |
January 2026 Notes | 140,000 |  |  | (949) |  |  | 139,051 |  |  | 122,768 |
October 2026 Notes | 150,000 |  |  | (2,737) |  |  | 147,263 |  |  | 132,238 |
| $ | 645,000 |  |  | $ | (7,356) |  |  | $ | 637,644 |  |  | $ | 605,842 |
(1)The unamortized debt issuance costs for the Corporate Credit Facility and the SPV Credit Facility are reflected as Debt issuance costs on the Consolidated Statements of Assets and Liabilities. (2)Each estimated fair value for the SBA Debentures, January 2026 Notes and October 2026 Notes is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis. The estimated fair value of the August 2028 Notes is based on the closing price of the security on The Nasdaq Global Select Market, which is a Level 1 input under ASC 820. The estimated fair value of the Corporate Credit Facility approximates its recorded value due to its variable interest rate. Credit Facilities As of March 31, 2024, the Company had in place one revolving credit facility and one special purpose vehicle financing facility, the Corporate Credit Facility and the SPV Facility, respectively (each defined below and together, the "Credit Facilities"). For the year ended March 31, 2024, the weighted average interest rate on the Credit Facilities was 7.66%, and the average debt outstanding under the Credit Facilities was $217.5 million. Corporate Credit Facility In August 2016, CSWC entered into a senior secured revolving credit facility (the “Corporate Credit Facility”) to provide additional liquidity to support its investment and operational activities. On August 2, 2023, the Company entered into the Third Amended and Restated Senior Secured Revolving Credit Agreement (as amended or otherwise modified from time to time, including the Amendment (as defined below), the "Credit Agreement"). Borrowings under the Corporate Credit Facility accrue interest at a rate equal to the applicable Adjusted Term SOFR plus 2.15% per annum. The Credit Agreement (1) increased commitments under the Corporate Credit Facility from $400 million to $435 million from a diversified group of lenders; (2) added an uncommitted accordion feature that could increase the maximum commitments up to $750 million; (3) extended the end of the Corporate Credit Facility's revolving period from August 9, 2025 to August 2, 2027 and extended the final maturity from August 9, 2026 to August 2, 2028; and (4) amended several financial covenants. On December 7, 2023, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $435 million to $460 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to ten participants. On March 1, 2024, the Company entered into Amendment No. 1 to the Credit Agreement (the "Amendment"). The Amendment amends the Credit Agreement and other related loan documents to, among other things, permit the Company to enter into special purpose vehicle financings and exclude assets held by any such special purpose vehicle from the assets pledged as collateral securing the Corporate Credit Facility. CSWC pays unused commitment fees of 0.50% to 1.00% per annum, based on utilization, on the unused lender commitments under the Corporate Credit Facility. The Corporate Credit Facility contains certain affirmative and negative covenants, including but not limited to: (1) certain reporting requirements; (2) maintaining RIC and BDC status; (3) maintaining a minimum senior coverage ratio of 2.00 to 1; (4) maintaining a minimum shareholders’ equity; (5) maintaining a minimum consolidated net worth; (6) maintaining a regulatory asset coverage of not less than 150%; and (7) maintaining an interest coverage ratio of at least 2.00 to 1. The Credit Agreement also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, bankruptcy, and change of control, with customary cure and notice provisions. If the Company defaults on its obligations under the Credit Agreement, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests. The Corporate Credit Facility is secured by (1) all of the present and future property and assets of the Company and the guarantors and (2) 100% of the equity interests in certain of the Company’s wholly-owned subsidiaries (except for the assets held in SBIC I and SPV). As of March 31, 2024, all of the Company’s assets were pledged as collateral for the Corporate Credit Facility, except for assets held by SBIC I and Capital Southwest SPV. As of March 31, 2024 and 2023, CSWC was in compliance with all financial covenants under the Credit Agreement. The summary information regarding the Corporate Credit Facility is as follows (dollars in thousands):
| Years Ended March 31, |
| 2024 |  | 2023 |  | 2022 |
Interest expense and unused commitment fees | $ | 17,813 |  |  | $ | 12,008 |  |  | $ | 5,166 |  |
Amortization of deferred financing costs | 1,813 |  |  | 1,144 |  |  | 992 |  |
Total interest and amortization of deferred financing costs | $ | 19,626 |  |  | $ | 13,152 |  |  | $ | 6,158 |  |
Weighted average effective interest rate | 7.66 | % |  | 5.22 | % |  | 2.50 | % |
Average borrowings | $ | 217,500 |  |  | $ | 213,658 |  |  | $ | 173,500 |  |
SPV Credit Facility On March 20, 2024, SPV entered into a Loan Financing and Servicing Agreement (the “Loan Agreement”) for a special purpose vehicle financing credit facility (the “SPV Credit Facility”) to provide additional liquidity to support its investment and operational activities. The SPV Credit Facility includes total commitments of $150.0 million of initial commitments with (i) an increase to $200.0 million of total commitments on the earlier of (a) June 20, 2024 or (b) the date requested by the Company, in its sole discretion, and (ii) an accordion feature that allows increases up to $400 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the SPV Credit Facility bear interest at three-month Term SOFR plus 2.50% per annum during the revolving period ending on March 20, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. SPV pays unused commitment fees of (i) 0.10% through April 20, 2024 and (ii) 0.35% thereafter, on the unused lender commitments under the SPV Credit Facility, in addition to other customary fees. The SPV Credit Facility matures on March 20, 2029. The Loan Agreement contains customary terms and conditions, including affirmative and negative covenants. The Loan Agreement also contains customary events of default including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, bankruptcy, and change of control, with customary cure and notice provisions. The SPV Credit Facility is secured by all of the assets of SPV. As of March 31, 2024, SPV was in compliance with all financial covenants under the Loan Agreement. At March 31, 2024, there were no borrowings outstanding under the SPV Credit Facility. For the year ended March 31, 2024, SPV recognized interest expense related to the SPV Credit Facility, including unused commitment fees and amortization of deferred loan costs, of $45.0 thousand. October 2024 Notes In September 2019, the Company issued $65.0 million in aggregate principal amount of 5.375% Notes due 2024 (the “Existing October 2024 Notes”). In October 2019, the Company issued an additional $10.0 million in aggregate principal amount of the October 2024 Notes (the "Additional October 2024 Notes"). In August 2020, the Company issued an additional $50.0 million in aggregate principal amount of the October 2024 Notes (the "New Notes" together with the Existing October 2024 Notes and the Additional October 2024 Notes, the "October 2024 Notes"). The Additional October 2024 Notes and the New Notes were treated as a single series with the Existing October 2024 Notes under the indenture and had the same terms as the Existing October 2024 Notes. The maturity date of the October 2024 Notes was October 1, 2024, and the October 2024 Notes were redeemable in whole or in part at any time prior to July 1, 2024, at par plus a “make-whole” premium, and thereafter at par. The October 2024 Notes bore interest at a rate of 5.375% per year. On September 24, 2021, the Company redeemed $125.0 million in aggregate principal amount of the issued and outstanding October 2024 Notes. The October 2024 Notes were redeemed at 100% of their principal amount, plus (i) the accrued and unpaid interest thereon, through, but excluding the redemption date, and (ii) a "make-whole" premium. Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs of $1.8 million and the "make-whole" premium of $15.2 million during the three months ended September 30, 2021. The Company did not recognize any interest expense related to the October 2024 Notes for the years ended March 31, 2024 and 2023. For the year ended March 31, 2022, the Company recognized interest expense related to the October 2024 Notes, including amortization of deferred issuance costs, of $3.6 million. From April 1, 2021 through September 24, 2021 (the redemption date of the October 2024 Notes), average borrowings were $125.0 million. The October 2024 Notes had a weighted average effective yield of 5.375%. January 2026 Notes In December 2020, the Company issued $75.0 million in aggregate principal amount of 4.50% Notes due 2026 (the "Existing January 2026 Notes"). The Existing January 2026 Notes were issued at par. In February 2021, the Company issued an additional $65.0 million in aggregate principal amount of the January 2026 Notes (the "Additional January 2026 Notes" together with the Existing January 2026 Notes, the "January 2026 Notes"). The Additional January 2026 Notes were issued at a price of 102.11% of the aggregate principal amount of the Additional January 2026 Notes, resulting in a yield-to-maturity of approximately 4.0% at issuance. The Additional January 2026 Notes are treated as a single series with the Existing January 2026 Notes under the indenture and have the same terms as the Existing January 2026 Notes. The January 2026 Notes mature on January 31, 2026 and may be redeemed in whole or in part at any time prior to October 31, 2025, at par plus a "make-whole" premium, and thereafter at par. The January 2026 Notes bear interest at a rate of 4.50% per year, payable semi-annually on January 31 and July 31 of each year. The January 2026 Notes are the direct unsecured obligations of the Company, rank pari passu with the Company's other outstanding and future unsecured unsubordinated indebtedness and are effectively or structurally subordinated to all of the Company's existing and future secured indebtedness, including borrowings under the Credit Facilities and the SBA Debentures. The summary information regarding the January 2026 Notes is as follows (dollars in thousands):
| Years Ended March 31, |
| 2024 |  | 2023 |  | 2022 |
Interest expense and unused commitment fees | $ | 6,300 |  |  | $ | 6,300 |  |  | $ | 6,300 |  |
Amortization of deferred financing costs | 337 |  |  | 344 |  |  | 361 |  |
Total interest and amortization of deferred financing costs | $ | 6,637 |  |  | $ | 6,644 |  |  | $ | 6,661 |  |
Weighted average effective interest rate | 4.46 | % |  | 4.46 | % |  | 4.46 | % |
Average borrowings | $ | 140,000 |  |  | $ | 140,000 |  |  | $ | 140,000 |  |
The indenture governing the January 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the January 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These covenants are subject to important limitations and exceptions that are described in the indenture and the third supplemental indenture relating to the January 2026 Notes. In addition, holders of the January 2026 Notes can require the Company to repurchase some or all of the January 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the third supplemental indenture relating to the January 2026 Notes. October 2026 Notes In August 2021, the Company issued $100.0 million in aggregate principal amount of 3.375% Notes due 2026 (the "Existing October 2026 Notes"). The Existing October 2026 Notes were issued at a price of 99.418% of the aggregate principal amount of the Existing October 2026 Notes, resulting in a yield-to-maturity of 3.5%. In November 2021, the Company issued an additional $50.0 million in aggregate principal amount of the October 2026 Notes (the "Additional October 2026 Notes" together with the Existing October 2026 Notes, the "October 2026 Notes"). The Additional October 2026 Notes were issued at a price of 99.993% of the aggregate principal amount, resulting in a yield-to-maturity of approximately 3.375% at issuance. The Additional October 2026 Notes are treated as a single series with the Existing October 2026 Notes under the indenture and have the same terms as the Existing October 2026 Notes. The October 2026 Notes mature on October 1, 2026 and may be redeemed in whole or in part at any time prior to July 1, 2026, at par plus a "make-whole" premium, and thereafter at par. The October 2026 Notes bear interest at a rate of 3.375% per year, payable semi-annually in arrears on April 1 and October 1 of each year. The October 2026 Notes are the direct unsecured obligations of the Company, rank pari passu with the Company's other outstanding and future unsecured unsubordinated indebtedness and are effectively or structurally subordinated to all of the Company's existing and future secured indebtedness, including borrowings under the Credit Facilities and the SBA Debentures. The summary information regarding the October 2026 Notes is as follows (dollars in thousands):
| Years Ended March 31, |
| 2024 |  | 2023 |  | 2022 |
Interest expense and unused commitment fees | $ | 5,062 |  |  | $ | 5,062 |  |  | $ | 2,658 |  |
Amortization of deferred financing costs | 814 |  |  | 734 |  |  | 435 |  |
Total interest and amortization of deferred financing costs | $ | 5,876 |  |  | $ | 5,796 |  |  | $ | 3,093 |  |
Weighted average effective interest rate | 3.50 | % |  | 3.50 | % |  | 3.50 | % |
Average borrowings 1 | $ | 150,000 |  |  | $ | 150,000 |  |  | $ | 132,900 |  |
1 Average borrowings for the year ended March 31, 2022 are calculated from August 27, 2021 (the issuance date of the October 2026 Notes) through March 31, 2022. The indenture governing the October 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the October 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture and the fourth supplemental indenture relating to the October 2026 Notes. In addition, holders of the October 2026 Notes can require the Company to repurchase some or all of the October 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the fourth supplemental indenture relating to the October 2026 Notes. August 2028 Notes In June 2023, the Company issued approximately $71.9 million in aggregate principal amount, including the underwriters' full exercise of their option to purchase an additional $9.4 million in aggregate principal amount to cover over-allotments, of 7.75% notes due 2028 (the "August 2028 Notes"). The August 2028 Notes mature on August 1, 2028 and may be redeemed in whole or in part at any time, or from time to time, at the Company’s option on or after August 1, 2025. The August 2028 Notes bear interest at a rate of 7.75% per year, payable quarterly on February 1, May 1, August 1 and November 1 of each year. The August 2028 Notes are the direct unsecured obligations of the Company, rank pari passu with the Company's other outstanding and future unsecured unsubordinated indebtedness and are effectively or structurally subordinated to all of the Company's existing and future secured indebtedness, including borrowings under the Credit Facilities and the SBA Debentures. The August 2028 Notes are listed on the Nasdaq Global Select Market under the trading symbol "CSWCZ." The summary information regarding the August 2028 Notes is as follows (dollars in thousands):
| Years Ended March 31, |
| 2024 |  | 2023 |  | 2022 |
Interest expense and unused commitment fees | $ | 4,425 |  |  | $ | — |  |  | $ | — |  |
Amortization of deferred financing costs | 423 |  |  | — |  |  | — |  |
Total interest and amortization of deferred financing costs | $ | 4,848 |  |  | $ | — |  |  | $ | — |  |
Weighted average effective interest rate | 7.75 | % |  | — | % |  | — | % |
Average borrowings 1 | $ | 71,875 |  |  | $ | — |  |  | $ | — |  |
1 Average borrowings for the year ended March 31, 2024 are calculated from June 14, 2023 (the issuance date of the August 2028 Notes) through March 31, 2024. The indenture governing the August 2028 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the August 2028 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture and the fifth supplemental indenture relating to the August 2028 Notes. SBA Debentures On April 20, 2021, SBIC I received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. The license allows SBIC I to obtain leverage by issuing SBA Debentures, subject to the issuance of a leverage commitment by the SBA. SBA Debentures are loans issued to an SBIC which have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. Interest on SBA Debentures is payable semi-annually on March 1 and September 1. Current statutes and regulations permit SBIC I to borrow up to $175 million in SBA Debentures with at least $87.5 million in regulatory capital (as defined in the SBA regulations). On May 25, 2021, SBIC I received a leverage commitment from the SBA in the amount of $40.0 million to be issued on or prior to September 30, 2025. On January 28, 2022, SBIC I received an additional leverage commitment in the amount of $40.0 million to be issued on or prior to September 30, 2026. On November 22, 2022, SBIC I received an additional leverage commitment in the amount of $50.0 million to be issued on or prior to September 30, 2027. On December 20, 2023, SBIC I received an additional leverage commitment in the amount of $45.0 million to be issued on or prior to September 30, 2028. The SBA may limit the amount that may be drawn each year under these commitments, and each issuance of leverage is conditioned on SBIC I's full compliance, as determined by the SBA, with the terms and conditions set forth in the SBA regulations. As of March 31, 2024, SBIC I had regulatory capital of $87.5 million and leverageable capital of $87.5 million. As of March 31, 2024, SBIC I had a total leverage commitment from the SBA in the amount of $175.0 million, of which $22.0 million remains unused. The summary information regarding the SBA Debentures is as follows (dollars in thousands):
| Years Ended March 31, |
| 2024 |  | 2023 |  | 2022 |
Interest expense and fees | $ | 5,418 |  |  | $ | 2,792 |  |  | $ | 220 |  |
Amortization of deferred financing costs | 619 |  |  | 426 |  |  | 126 |  |
Total interest and amortization of deferred financing costs | $ | 6,037 |  |  | $ | 3,218 |  |  | $ | 346 |  |
Weighted average effective interest rate | 4.18 | % |  | 3.38 | % |  | 1.30 | % |
Average borrowings | $ | 129,708 |  |  | $ | 82,641 |  |  | $ | 16,971 |  |
As of March 31, 2024, the Company's issued and outstanding SBA Debentures mature as follows (amounts in thousands):
Pooling Date (1) |  | Maturity Date |  | Fixed Interest Rate |  | Debenture Amount
9/22/2021 |  | 9/1/2031 |  | 1.575% |  | $ | 15,000 |
3/23/2022 |  | 3/1/2032 |  | 3.209% |  | 25,000 |
9/21/2022 |  | 9/1/2032 |  | 4.435% |  | 40,000 |
3/22/2023 |  | 3/1/2033 |  | 5.215% |  | 40,000 |
9/20/2023 |  | 9/1/2033 |  | 5.735% |  | 10,000 |
3/20/2024 |  | 3/1/2034 |  | 5.164% |  | 15,000 |
(2) |  | (2) |  | (2) |  | 8,000 |
|  |  |  |  |  | $ | 153,000 |
(1)The SBA has two scheduled pooling dates for SBA Debentures (in March and in September). Certain SBA Debentures funded during the reporting periods may not be pooled until the subsequent pooling date. (2)The Company issued $8.0 million in SBA Debentures that will pool in September 2024. Until the pooling date, the SBA Debentures bear interest at a fixed rate with a weighted-average interim interest rate of 5.91%. Contractual Payment Obligations A summary of the Company's contractual payment obligations for the repayment of outstanding indebtedness at March 31, 2024 is as follows:
| Years Ending March 31, |  |  |  |
| 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029 |  | Thereafter |  | Total
SBA Debentures | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 153,000 |  |  | $ | 153,000 |
Corporate Credit Facility | — |  |  | — |  |  | — |  |  | — |  |  | 265,000 |  |  | — |  |  | 265,000 |
January 2026 Notes | — |  |  | 140,000 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 140,000 |
October 2026 Notes | — |  |  | — |  |  | 150,000 |  |  | — |  |  | — |  |  | — |  |  | 150,000 |
August 2028 Notes | — |  |  | — |  |  | — |  |  | — |  |  | 71,875 |  |  | — |  |  | 71,875 |
Total | $ | — |  |  | $ | 140,000 |  |  | $ | 150,000 |  |  | $ | — |  |  | $ | 336,875 |  |  | $ | 153,000 |  |  | $ | 779,875 |

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