MVC Capital, Inc. Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the MVC Acquisition:


Common stock issued by the Company	$	160,354
Cash consideration paid by the Company(1)	7,633
Deemed contribution from Barings LLC(2)	3,255
Total purchase price	$	171,242
Assets acquired:
Investments(3)	$	185,042
Cash	71,267
Other assets(4)	10,962
Total assets acquired	$	267,271
Liabilities assumed(5)	(96,029)
Net assets acquired	$	171,242

(1)During the year ended December 31, 2020, the Company incurred $7.6 million in professional fees and other costs related to the MVC Acquisition. For the year ended December 31, 2020, these costs included $2.5 million one-time investment banking fees.

(2)Non-cash operating activity included in “Acquisition of MVC Capital, net of cash acquired” on the Company’s Consolidated Statements of Cash Flows

(3)Investments acquired were recorded at fair value, which is also the Company’s initial cost basis

(4)Other assets acquired in the MVC Acquisition consisted of the following:


Interest receivable	$	9,530
Fees receivable	928
Escrow receivable	500
Other assets	4
Total	$	10,962

(5)Liabilities assumed in the MVC Acquisition consisted of the following:


Notes payable(a)	$	93,816
Accrued interest payable	1,138
Other liabilities	1,075
Total	$	96,029

(a) On December 23, 2020, MVC and the Company deposited with the trustee for the MVC Notes funds from cash on hand sufficient to satisfy all obligations remaining to the redemption date for the MVC Notes under the indenture, and the trustee for the MVC Notes entered into a Satisfaction and Discharge of Indenture with the Company with respect to the indenture governing the MVC Notes. The redemption was completed on January 22, 2021 with such trust funds.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Sierra Merger:


($ in thousands)
Common stock issued by the Company	$	499,418
Cash consideration paid by the Company(1)	10,670
Deemed contribution from Barings LLC	27,729
Total purchase price	$	537,817
Assets acquired:
Investments(2)	$	442,198
Cash	102,006
Other assets(3)	3,519
Total assets acquired	$	547,723
Liabilities assumed(4)	(9,906)
Net assets acquired	$	537,817

(1)The Company incurred $10.6 million in professional fees and other costs related to the Sierra Merger, including $4.0 million in investment banking fees.

(2)Investments acquired were recorded at fair value, which is also the Company’s initial cost basis

(3)Other assets acquired in the Sierra Merger consisted of the following:


($ in thousands)
Interest and fees receivable	$	2,874

Escrow receivable	645

Total	$	3,519

(4)Liabilities assumed in the Sierra Merger consisted of the following:


($ in thousands)
Accrued merger expenses	$	3,327
Current and deferred tax liability	3,814
Other liabilities	2,765
Total	$	9,906