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Fair Value | 12 Months Ended
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Dec. 31, 2022
Fair Value Disclosures [Abstract] |
Fair Value | Fair Value Pursuant to Rule 2a-5, a market quotation is readily available for purposes of Section 2(a)(41) of the 1940 Act with respect to a security only when that “quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.” Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows: Level I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following: •Quoted prices for similar assets or liabilities in active markets; •Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently); •Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and •Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability. Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs. The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period. The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of December 31, 2022:
| Total |  | Level I |  | Level II |  | Level III
First lien | $ | 1,753,967 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,753,967 |
Second lien | 561,207 |  |  | — |  |  | 81,139 |  |  | 480,068 |
Subordinated | 76,659 |  |  | — |  |  | 3,817 |  |  | 72,842 |
Equity and other | 829,414 |  |  | — |  |  | — |  |  | 829,414 |
Total investments | $ | 3,221,247 |  |  | $ | — |  |  | $ | 84,956 |  |  | $ | 3,136,291 |
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2021:
| Total |  | Level I |  | Level II |  | Level III
First lien | $ | 1,657,815 |  |  | $ | — |  |  | $ | 22,672 |  |  | $ | 1,635,143 |
Second lien | 627,356 |  |  | — |  |  | 308,236 |  |  | 319,120 |
Subordinated | 50,742 |  |  | — |  |  | — |  |  | 50,742 |
Equity and other | 838,451 |  |  | — |  |  | — |  |  | 838,451 |
Total investments | $ | 3,174,364 |  |  | $ | — |  |  | $ | 330,908 |  |  | $ | 2,843,456 |
The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at December 31, 2022:
| Total |  | First Lien |  | Second Lien |  | Subordinated |  | Equity and other
Fair value, December 31, 2021 | $ | 2,843,456 |  |  | $ | 1,635,143 |  |  | $ | 319,120 |  |  | $ | 50,742 |  |  | $ | 838,451 |
Total gains or losses included in earnings: |  |  |  |  |  |  |  |  |
Net realized gains on investments | 52,934 |  |  | 12,351 |  |  | — |  |  | — |  |  | 40,583 |
Net change in unrealized (depreciation) appreciation of investments | (70,607) |  |  | (33,350) |  |  | (42,375) |  |  | (4,318) |  |  | 9,436 |
Purchases, including capitalized PIK and revolver fundings | 693,202 |  |  | 621,319 |  |  | 9,187 |  |  | 26,418 |  |  | 36,278 |
Proceeds from sales and paydowns of investments | (604,861) |  |  | (493,579) |  |  | (15,948) |  |  | — |  |  | (95,334) |
Transfers into Level III(1) | 222,167 |  |  | 12,083 |  |  | 210,084 |  |  | — |  |  | — |
Fair value, December 31, 2022 | $ | 3,136,291 |  |  | $ | 1,753,967 |  |  | $ | 480,068 |  |  | $ | 72,842 |  |  | $ | 829,414 |
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (30,244) |  |  | $ | (36,175) |  |  | $ | (42,817) |  |  | $ | (4,318) |  |  | $ | 53,066 |
(1)As of December 31, 2022, portfolio investments were transferred into Level III from Level II at fair value as of the beginning of the period in which the reclassification occurred. The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2021, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at December 31, 2021:
| Total |  | First Lien |  | Second Lien |  | Subordinated |  | Equity and other
Fair value, December 31, 2020 | $ | 2,737,857 |  |  | $ | 1,483,367 |  |  | $ | 570,033 |  |  | $ | 36,939 |  |  | $ | 647,518 |
Total gains or losses included in earnings: |  |  |  |  |  |  |  |  |
Net realized (losses) gains on investments | (6,785) |  |  | (10,329) |  |  | 349 |  |  | (5,150) |  |  | 8,345 |
Net change in unrealized appreciation (depreciation) of investments | 101,260 |  |  | 5,552 |  |  | (7,889) |  |  | 5,688 |  |  | 97,909 |
Purchases, including capitalized PIK and revolver fundings(1) | 1,134,829 |  |  | 821,224 |  |  | 101,881 |  |  | 13,265 |  |  | 198,459 |
Proceeds from sales and paydowns of investments(1) | (987,561) |  |  | (664,671) |  |  | (209,110) |  |  | — |  |  | (113,780) |
Transfers out of Level III(2) | (136,144) |  |  | — |  |  | (136,144) |  |  | — |  |  | — |
Fair value, December 31, 2021 | $ | 2,843,456 |  |  | $ | 1,635,143 |  |  | $ | 319,120 |  |  | $ | 50,742 |  |  | $ | 838,451 |
Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | 94,448 |  |  | $ | 5,392 |  |  | $ | (7,897) |  |  | $ | 538 |  |  | $ | 96,415 |
(1)Includes non-cash reorganizations and restructurings. (2)As of December 31, 2021, portfolio investments were transferred out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred. Except as noted in the tables above, there were no other transfers in or out of Level I, II or III during the years ended December 31, 2022 and December 31, 2021. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs. The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies. The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered: Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation. For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company’s debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company’s debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment. Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiple will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of December 31, 2022 and December 31, 2021, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved. Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of December 31, 2022 and December 31, 2021, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies. The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2022 were as follows:
|  |  |  |  |  |  | Range
Type | Fair Value as of December 31, 2022 |  | Approach |  | Unobservable Input |  | Low |  | High |  | Weighted Average (1)
First lien | $ | 1,663,116 |  |  | Market & income approach |  | EBITDA multiple |  | 4.8x |  | 38.0x |  | 15.3x
|  |  |  |  | Revenue multiple |  | 5.0x |  | 19.5x |  | 9.5x
|  |  |  |  | Discount rate |  | 8.3 | % |  | 29.4 | % |  | 11.1 | %
| 90,851 |  |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
Second lien | 471,350 |  |  | Market & income approach |  | EBITDA multiple |  | 8.2x |  | 32.0x |  | 15.2x
|  |  |  |  | Discount rate |  | 11.2 | % |  | 47.1 | % |  | 13.7 | %
| 8,718 |  |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
Subordinated | 72,842 |  |  | Market & income approach |  | EBITDA multiple |  | 8.0x |  | 23.5x |  | 16.3x
|  |  |  |  | Discount rate |  | 13.5 | % |  | 29.7 | % |  | 17.0 | %
Equity and other | 793,468 |  |  | Market & income approach |  | EBITDA multiple |  | 4.8x |  | 26.5x |  | 13.0x
|  |  |  |  | Revenue multiple |  | 10.5x |  | 19.5x |  | 14.6x
|  |  |  |  | Discount rate |  | 6.4 | % |  | 44.0 | % |  | 13.0 | %
| 35,946 |  |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
| $ | 3,136,291 |  |  |  |  |  |  |  |  |  |  |
(1)Unobservable inputs were weighted by the relative fair value of the investments. (2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date. The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2021 were as follows:
|  |  |  |  |  |  | Range
Type | Fair Value as of December 31, 2021 |  | Approach |  | Unobservable Input |  | Low |  | High |  | Weighted Average (1)
First lien | $ | 1,478,445 |  |  | Market & income approach |  | EBITDA multiple |  | 4.5x |  | 32.5x |  | 14.7x
|  |  |  |  | Revenue multiple |  | 4.0x |  | 19.5x |  | 7.0x
|  |  |  |  | Discount rate |  | 4.8 | % |  | 17.0 | % |  | 7.6 | %
| 55,326 |  |  | Market quote |  | Broker quote |  | N/A |  | N/A |  | N/A
| 101,372 |  |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
Second lien | 253,587 |  |  | Market & income approach |  | EBITDA multiple |  | 7.5x |  | 32.0x |  | 15.2x
|  |  |  |  | Discount rate |  | 7.5 | % |  | 28.2 | % |  | 11.3 | %
| 22,528 |  |  | Market quote |  | Broker quote |  | N/A |  | N/A |  | N/A
| 43,005 |  |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
Subordinated | 39,798 |  |  | Market & income approach |  | EBITDA multiple |  | 8.0x |  | 14.5x |  | 11.5x
|  |  |  |  | Discount rate |  | 11.1 | % |  | 18.4 | % |  | 16.0 | %
| 10,944 |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
Equity and other | 824,151 |  | Market & income approach |  | EBITDA multiple |  | 5.0x |  | 26.5x |  | 12.7x
|  |  |  |  | Revenue multiple |  | 5.0x |  | 19.5x |  | 14.3x
|  |  |  |  | Discount rate |  | 4.0 | % |  | 31.3 | % |  | 10.0 | %
| 14,300 |  |  | Other |  | N/A(2) |  | N/A |  | N/A |  | N/A
| $ | 2,843,456 |  |  |  |  |  |  |  |  |  |  |
(1)Unobservable inputs were weighted by the relative fair value of the investments. (2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date. The carrying value of the collateralized agreement approximates fair value as of December 31, 2022 and is considered Level III. The fair value of other financial assets and liabilities approximates their carrying value based on the short-term nature of these items. The Holdings Credit Facility, NMFC Credit Facility, DB Credit Facility, SBA-guaranteed debentures, Unsecured Notes and NMNLC Credit Facility II are considered Level III. The fair value of the 2018 Convertible Notes and 2022 Convertible Notes (the "Convertible Notes") were based on quoted prices and are considered Level II. See Note 7. Borrowings, for details. The following are the principal amounts and fair values of the Company’s borrowings as of December 31, 2022. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings or market quotes, if available.
|  | As of |
|  | December 31, 2022 |
|  | Principal Amount |  | Fair Value |
Holdings Credit Facility |  | $ | 618,963 |  |  | $ | 604,971 |  |
Unsecured Notes |  | 531,500 |  |  | 499,551 |  |
SBA-guaranteed debentures |  | 300,000 |  |  | 250,442 |  |
Convertible Notes |  | 316,816 |  |  | 317,071 |  |
DB Credit Facility |  | 186,400 |  |  | 183,734 |  |
NMFC Credit Facility (1) |  | 40,359 |  |  | 39,699 |  |
NMNLC Credit Facility II |  | 3,785 |  |  | 3,775 |  |
Total Borrowings |  | $ | 1,997,823 |  |  | $ | 1,899,243 |  |
(1) As of December 31, 2022, the principal amount of the NMFC Credit Facility was $40,359, which included £22,850 denominated in GBP and €700 denominated in EUR that has been converted to U.S. dollars. As of December 31, 2022, the fair value of the NMFC Credit Facility was $39,699, which included £22,476 denominated in GBP and €689 denominated in EUR that has been converted to U.S. dollars. Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and public health conditions (including the COVID-19 pandemic), may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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