XML 28 R16.htm IDEA: XBRL DOCUMENT v3.24.3
INVESTMENTS
9 Months Ended
Sep. 30, 2024
Schedule of Investments [Abstract]  
INVESTMENTS INVESTMENTS
Portfolio Composition
The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC-registered funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
September 30, 2024:
Senior debt and 1st lien notes
$1,659,800 68 %$1,632,057 68 %137 %
Subordinated debt and 2nd lien notes
214,860 199,971 17 
Structured products99,154 91,493 
Equity shares328,635 13 382,531 16 32 
Equity warrants76 — 2,600 — — 
Royalty rights3,790 — 3,819 — — 
Investment in joint ventures / PE fund140,605 104,243 
$2,446,920 100 %$2,416,714 100 %202 %
December 31, 2023:
Senior debt and 1st lien notes
$1,705,353 67 %$1,670,300 67 %140 %
Subordinated debt and 2nd lien notes
256,850 10 238,215 10 20 
Structured products107,314 93,038 
Equity shares320,335 13 374,704 15 31 
Equity warrants76 — 2,392 — — 
Investment in joint ventures / PE fund145,648 110,066 
$2,535,576 100 %$2,488,715 100 %208 %
During the three months ended September 30, 2024, the Company made 11 new investments totaling $88.4 million and made investments in existing portfolio companies totaling $36.6 million. During the nine months ended September 30, 2024, the Company made 30 new investments totaling $195.9 million and made investments in existing portfolio companies totaling $149.9 million.
During the three months ended September 30, 2023, the Company made 10 new investments totaling $64.5 million, made investments in existing portfolio companies totaling $73.4 million. During the nine months ended September 30, 2023, the Company made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million, made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation and made additional investments in joint venture equity portfolio companies totaling $2.5 million.
Industry Composition
The industry composition of investments at fair value at September 30, 2024 and December 31, 2023 was as follows:
($ in thousands)September 30, 2024Percent
of
Portfolio
Percent of
Total Net
Assets
December 31, 2023Percent
of
Portfolio
Percent of
Total Net
Assets
Aerospace and Defense$110,084 4.6 %9.2 %$132,498 5.3 %11.1 %
Automotive52,532 2.2 4.4 80,828 3.3 6.7 
Banking, Finance, Insurance and Real Estate404,997 16.8 34.0 401,816 16.1 33.6 
Beverage, Food and Tobacco36,388 1.5 3.0 23,135 0.9 1.9 
Capital Equipment112,786 4.7 9.4 128,706 5.2 10.8 
Chemicals, Plastics, and Rubber38,852 1.6 3.3 35,897 1.5 3.0 
Construction and Building27,933 1.2 2.3 30,387 1.2 2.5 
Consumer goods: Durable38,378 1.6 3.2 47,074 1.9 3.9 
Consumer goods: Non-durable44,231 1.8 3.7 28,210 1.1 2.4 
Containers, Packaging and Glass37,033 1.5 3.1 37,524 1.5 3.1 
Electrical Components & Equipment10,451 0.4 0.9 — — — 
Energy: Electricity12,046 0.5 1.0 20,874 0.8 1.7 
Energy: Oil and Gas2,857 0.1 0.2 3,240 0.1 0.3 
Environmental Services51,828 2.1 4.3 53,484 2.1 4.5 
Healthcare & Pharmaceuticals201,303 8.3 16.9 216,952 8.7 18.1 
High Tech Industries251,487 10.4 21.1 303,082 12.2 25.4 
Hotel, Gaming and Leisure56,771 2.3 4.8 54,256 2.2 4.5 
Investment Funds and Vehicles104,243 4.3 8.7 110,066 4.4 9.2 
Media: Advertising, Printing and Publishing42,754 1.8 3.6 39,447 1.6 3.3 
Media: Broadcasting and Subscription12,437 0.5 1.0 13,277 0.5 1.1 
Media: Diversified and Production64,084 2.7 5.3 64,559 2.6 5.4 
Metals and Mining8,720 0.4 0.7 8,993 0.4 0.8 
Services: Business404,614 16.7 33.9 326,762 13.2 27.3 
Services: Consumer64,362 2.7 5.4 61,409 2.5 5.1 
Structured Products99,341 4.1 8.3 102,922 4.1 8.6 
Telecommunications29,618 1.2 2.5 27,565 1.1 2.3 
Transportation: Cargo82,114 3.4 6.9 96,450 3.9 8.1 
Transportation: Consumer— — — 11,951 0.5 1.0 
Utilities: Electric14,470 0.6 1.2 22,696 0.9 1.9 
Utilities: Oil and Gas— — — 4,655 0.2 0.4 
Total$2,416,714 100.0 %202.3 %$2,488,715 100.0 %208.0 %
Jocassee Partners LLC
On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust (“SCRS”) to create and co-manage Jocassee Partners LLC (“Jocassee”), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. Under Jocassee’s current operating agreement, as amended to date, the Company and SCRS have a capital commitment of $100.0 million and $500.0 million, respectively, of equity capital to Jocassee. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
For the three and nine months ended September 30, 2024, Jocassee declared $15.7 million and $47.1 million in dividends, respectively, of which $1.4 million and $4.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, Jocassee declared $15.7 million and $47.1 million in dividends, respectively, of which $1.4 million and $4.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The total value of Jocassee’s investment portfolio was $1,162.6 million as of September 30, 2024, as compared to $1,330.5 million as of December 31, 2023. As of September 30, 2024, Jocassee’s investments had an aggregate cost of $1,202.8 million, as compared to $1,375.7 million as of December 31, 2023. As of September 30, 2024 and December 31, 2023, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments other than non-accrual debt investments was approximately 9.6% and 9.9%, respectively. As of September 30, 2024 and December 31, 2023, the Jocassee investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2024:
Senior debt and 1st lien notes
$1,122,271 93 %$1,105,053 95 %
Subordinated debt and 2nd lien notes20,176 20,333 
Equity shares449 — 239 — 
Equity warrants— — 449 — 
Investment in joint ventures47,892 24,471 
Short-term investments12,030 12,030 
$1,202,818 100 %$1,162,575 100 %
December 31, 2023:
Senior debt and 1st lien notes
$1,284,098 93 %$1,260,183 95 %
Subordinated debt and 2nd lien notes21,728 21,262 
Equity shares449 — 268 — 
Equity warrants— — 467 — 
Investment in joint ventures54,563 33,450 
Short-term investments14,896 14,896 
$1,375,734 100 %$1,330,526 100 %
The industry composition of Jocassee’s investments at fair value at September 30, 2024 and December 31, 2023, excluding short-term investments, was as follows:
($ in thousands)September 30, 2024December 31, 2023
Aerospace and Defense$86,149 7.5 %$82,200 6.3 %
Automotive10,855 0.9 26,087 2.0 
Banking, Finance, Insurance and Real Estate125,185 10.9 121,798 9.3 
Beverage, Food and Tobacco30,731 2.7 30,637 2.3 
Capital Equipment13,351 1.2 17,986 1.4 
Chemicals, Plastics, and Rubber38,367 3.3 37,030 2.8 
Construction and Building20,283 1.8 16,942 1.3 
Consumer goods: Durable26,537 2.3 26,412 2.0 
Consumer goods: Non-durable23,210 2.0 21,850 1.7 
Containers, Packaging and Glass28,120 2.4 26,829 2.0 
Energy: Electricity10,040 0.9 20,250 1.5 
Energy: Oil and Gas11,877 1.0 6,724 0.5 
Environmental Industries6,230 0.5 6,986 0.5 
Forest Products & Paper 1,157 0.1 3,605 0.3 
Healthcare & Pharmaceuticals119,185 10.4 141,070 10.7 
High Tech Industries99,252 8.6 174,572 13.3 
Hotel, Gaming and Leisure21,286 1.9 22,834 1.7 
Investment Funds and Vehicles24,471 2.1 33,450 2.5 
Media: Advertising, Printing and Publishing11,515 1.0 12,081 0.9 
Media: Broadcasting and Subscription20,359 1.8 31,201 2.4 
Media: Diversified and Production36,192 3.1 34,391 2.6 
Metals and Mining4,742 0.4 3,863 0.3 
Retail13,377 1.2 13,141 1.0 
Services: Business208,691 18.1 222,610 16.9 
Services: Consumer59,857 5.2 58,632 4.5 
Telecommunications37,829 3.3 36,027 2.7 
Transportation: Cargo45,757 4.0 57,575 4.4 
Transportation: Consumer5,324 0.5 12,613 1.0 
Utilities: Electric10,616 0.9 9,396 0.7 
Utilities: Oil and Gas— — 6,838 0.5 
Total$1,150,545 100.0 %$1,315,630 100.0 %
The geographic composition of Jocassee’s investments at fair value at September 30, 2024 and December 31, 2023, excluding short-term investments, was as follows:
($ in thousands)September 30, 2024December 31, 2023
Australia$20,778 1.8 %$26,291 2.0 %
Austria6,138 0.5 6,026 0.5 
Belgium21,901 1.9 20,379 1.5 
Canada545 — 3,998 0.3 
Denmark— — 1,082 0.1 
Finland— — 2,207 0.2 
France135,790 11.8 137,072 10.4 
Germany49,363 4.4 50,672 3.9 
Hong Kong14,838 1.3 14,162 1.1 
Ireland7,571 0.7 7,445 0.6 
Luxembourg2,297 0.2 1,839 0.1 
Netherlands43,353 3.8 41,260 3.1 
Panama1,460 0.1 1,466 0.1 
Singapore5,000 0.4 4,980 0.4 
Spain2,237 0.2 4,777 0.4 
Sweden3,840 0.3 4,519 0.3 
Switzerland587 0.1 592 — 
United Kingdom120,027 10.4 120,398 9.2 
USA714,820 62.1 866,465 65.8 
Total$1,150,545 100.0 %$1,315,630 100.0 %
Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $179.5 million and $177.7 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $273.3 million and $398.2 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.7 million and $323.5 million outstanding as of September 30, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of both September 30, 2024 and December 31, 2023, the Company had sold $1,036.1 million of its investments to Jocassee. For both the three and nine months ended September 30, 2024, the Company did not have any sales of its investments to Jocassee. For the three and nine months ended September 30, 2023, the Company realized a loss on the sales of its investments to Jocassee of $0.5 million and $0.3 million, respectively. As of both September 30, 2024 and December 31, 2023, the Company had nil in unsettled receivables due from Jocassee that were included in “Receivable from unsettled transactions” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that Jocassee is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations
of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary. In addition, Jocassee is not an operating company and the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
As of September 30, 2024 and December 31, 2023, Jocassee had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
September 30, 2024
As of
December 31, 2023
Total contributed capital by Barings BDC, Inc.$35,000 $35,000 
Total contributed capital by all members$385,000 $385,000 
Total unfunded commitments by Barings BDC, Inc.$65,000 $65,000 
Total unfunded commitments by all members$215,000 $215,000 
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $75.0 million of equity capital to Thompson Rivers, all of which has been funded as of September 30, 2024. As of September 30, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three and nine months ended September 30, 2024, Thompson Rivers declared $7.0 million and $29.5 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2024, the Company recognized $1.1 million and $4.7 million, respectively, of the dividends as a return of capital. For the three and nine months ended September 30, 2023, Thompson Rivers declared $8.0 million and $106.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2023, the company recognized $1.3 million and $16.5 million, respectively, of the dividends as a return of capital.
As of September 30, 2024, Thompson Rivers had $224.6 million in Ginnie Mae early buyout loans and $5.5 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of September 30, 2024, Thompson Rivers had 1,417 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of September 30, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2024:
Federal Housing Administration (“FHA”) loans $218,501 93 %$208,953 93 %
Veterans Affairs (“VA”) loans16,341 %15,647 %
$234,842 100 %$224,600 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans$360,847 93 %$342,240 93 %
Veterans Affairs (“VA”) loans25,810 %24,491 %
$386,657 100 %$366,731 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $49.5 million and $83.5 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $103.8 million and $170.8 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $32.8 million and $50.0 million outstanding as of September 30, 2024 and December 31, 2023, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of September 30, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
September 30, 2024
As of
December 31, 2023
Total contributed capital by Barings BDC, Inc. (1)$79,411 $79,411 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings BDC, Inc.$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $4.4 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and total contributed capital by related parties of $162.1 million as of both September 30, 2024 and December 31, 2023.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of September 30, 2024. As of September 30, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded.
For the three and nine months ended September 30, 2024, Waccamaw River declared $2.3 million and $17.1 million, respectively, in dividends, of which $0.5 million and $3.1 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2024, the Company recognized nil and $0.3 million of the dividends, respectively, as a return of capital. For the three months ended September 30, 2023, Waccamaw River did not declare a dividend. For the nine months ended September 30, 2023, Waccamaw River declared $7.3 million in dividends, of which $1.5 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of September 30, 2024, Waccamaw River had $58.2 million in unsecured consumer loans and $4.0 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of September 30, 2024, Waccamaw River had 8,766 outstanding loans with an average loan size of $8,605, remaining average life to maturity of 36.8 months and weighted average interest rate of 11.9%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $71.0 million outstanding as of December 31, 2023. On April 15, 2024, Waccamaw River’s secured borrowing with JPMorgan Chase Bank, N.A. was terminated and fully repaid. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $51.3 million outstanding as of December 31, 2023. On September 26, 2024, Waccamaw River’s secured borrowing with Barclays Bank PLC was terminated and fully repaid.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of September 30, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
September 30, 2024
As of
 December 31, 2023
Total contributed capital by Barings BDC, Inc.$30,280 $30,280 
Total contributed capital by all members (1)$139,020 $139,020 
Total unfunded commitments by Barings BDC, Inc.$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $82.0 million of total contributed capital by related parties as of both September 30, 2024 and December 31, 2023.
Sierra Senior Loan Strategy JV I LLC
On February 25, 2022, as part of the Sierra Merger, the Company purchased its interest in Sierra Senior Loan Strategy JV I LLC (“Sierra JV”). The Company and MassMutual Ascend Life Insurance Company (“MMALIC”), a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, are the members of Sierra JV, a joint venture formed as a Delaware limited liability company and commenced operations on July 15, 2015. Sierra JV’s investment objective is to generate current income and capital appreciation by investing primarily in the debt of privately-held middle market companies with a focus on senior secured first lien term loans. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by MMALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and MMALIC.
As of September 30, 2024, Sierra JV had total capital commitments of $124.5 million with the Company committing $110.1 million and MMALIC committing $14.5 million. The Company had fully funded its $110.1 million commitment and total commitments of $124.5 million were fully funded as of September 30, 2024.
For the three and nine months ended September 30, 2024, Sierra JV declared $0.8 million and $1.8 million in dividends, respectively, of which $0.7 million and $1.6 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, Sierra JV declared $1.5 million and $4.4 million in dividends, respectively, of which $1.3 million and $3.9 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The Company has determined that Sierra JV is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Sierra JV as it is not a substantially wholly owned investment company subsidiary. In addition, Sierra JV is not an operating company the Company does not control Sierra JV due to the allocation of voting rights among Sierra JV members.
The total value of Sierra JV’s investment portfolio was $40.0 million as of September 30, 2024, as compared to $79.6 million, as of December 31, 2023. As of September 30, 2024, Sierra JV’s investments had an aggregate cost $42.5 million, as compared to $85.3 million as of December 31, 2023. As of both September 30, 2024 and December 31, 2023, the weighted average yield on the principal amount of Sierra JV’s outstanding debt investments was approximately 9.7%. As of September 30, 2024 and December 31, 2023, the Sierra JV investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2024:
Senior debt and 1st lien notes
$42,464 100 %$39,976 100 %
$42,464 100 %$39,976 100 %
December 31, 2023:
Senior debt and 1st lien notes
$85,304 100 %$79,599 100 %
$85,304 100 %$79,599 100 %
The industry composition of Sierra JV’s investments at fair value at September 30, 2024 and December 31, 2023 was as follows:
($ in thousands)September 30, 2024December 31, 2023
Automotive$2,781 7.0 %$2,463 3.1 %
Banking, Finance, Insurance and Real Estate— — 254 0.3 
Beverage, Food and Tobacco3,586 9.0 3,172 4.0 
Capital Equipment— — 5,271 6.6 
Chemicals, Plastics, and Rubber3,004 7.5 2,942 3.7 
Construction and Building— — 1,867 2.4 
Consumer goods: Durable324 0.8 1,042 1.3 
Environmental Industries— — 3,487 4.4 
Healthcare & Pharmaceuticals3,809 9.5 12,880 16.2 
High Tech Industries9,526 23.8 14,661 18.4 
Retail6,101 15.3 6,255 7.9 
Services: Business4,538 11.3 6,798 8.5 
Services: Consumer— — 8,525 10.7 
Transportation: Cargo6,307 15.8 6,296 7.9 
Transportation: Consumer— — 3,686 4.6 
Total$39,976 100.0 %$79,599 100.0 %
    
Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A., which was non-recourse to the Company, had $45.0 million outstanding as of December 31, 2023. On June 27, 2024, Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A. was terminated and fully repaid.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $89.8 million, a second lien senior secured loan of $4.5 million and unfunded revolver of $13.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $22.7 million. As of September 30, 2024 and December 31, 2023, $6.8 million and $5.5 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead, the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $22.5 million. The total equity invested in Rocade as of September 30, 2024 was $67.5 million (excluding preferred dividends) and the Company had $17.5 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead, the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair
value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2024:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,365,234 Yield AnalysisMarket Yield
6.6% – 75.9%
10.5%Decrease
48,076 Market ApproachAdjusted EBITDA Multiple
0.5x – 10.5x
7.8xIncrease
134,738 Recent TransactionTransaction Price
97.0% – 99.5%
98.3%Increase
Subordinated debt and 2nd lien notes(2)
127,431 Yield AnalysisMarket Yield
8.6% – 18.1%
12.3%Decrease
52,566 Market ApproachAdjusted EBITDA Multiple
5.6x – 23.9x
10.4xIncrease
1,012 Recent TransactionTransaction Price
98.0% – 100.0%
98.6%Increase
Structured products(3)
32,903 Yield AnalysisMarket Yield
7.6% – 10.3%
8.3%Decrease
Equity shares(4)
29,008 Yield AnalysisMarket Yield
11.2% – 33.5%
15.7%Decrease
323,252 Market ApproachAdjusted EBITDA Multiple
0.5x – 28.0x
13.5xIncrease
1,473 Market ApproachRevenue Multiple
5.5x – 9.0x
6.2xIncrease
15,677 Discounted Cash Flow AnalysisDiscount Rate14.4%14.4%Decrease
3,649 Net Asset ApproachLiabilities$(88,826.0)$(88,826.0)Decrease
64 Expected RecoveryExpected Recovery
$0.00 – $61.5
$59.2Increase
2,228 Recent TransactionTransaction Price
$0.98 – $100.00
$11.47Increase
Equity warrants2,597 Market ApproachAdjusted EBITDA Multiple
0.5x – 11.6x
7.9xIncrease
Expected RecoveryExpected Recovery$3.0$3.0Increase
Royalty rights3,819 Yield AnalysisMarket Yield
20.6% – 26.4%
23.0%Decrease
(1)Excludes investments with an aggregate fair value amounting to $11,772, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $6,296, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $12,779, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $2,857, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
During the nine months ended September 30, 2024, two equity positions with an aggregate fair value of $19.2 million transitioned from a market approach to a yield analysis valuation model and one equity position with a fair value of $61.5 thousand transitioned from a market approach to an expected recovery valuation model. In addition, six senior debt and first lien note positions with a fair value of $25.7 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.

December 31, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,399,907 Yield AnalysisMarket Yield
7.8% – 19.6%
11.7%Decrease
32,150 Market ApproachAdjusted EBITDA Multiple
1.1x – 12.5x
3.7xIncrease
136,594 Recent TransactionTransaction Price
95.0% – 100.0%
97.9%Increase
Subordinated debt and 2nd lien notes(2)
167,250 Yield AnalysisMarket Yield
8.5% – 18.9%
13.5%Decrease
39,826 Market ApproachAdjusted EBITDA Multiple
7.0x – 12.3x
8.2xIncrease
5,875 Recent TransactionTransaction Price
98.0% – 100.0%
99.3%Increase
Structured products(3)
30,529 Yield AnalysisMarket Yield
9.2% – 10.3%
9.7%Decrease
Equity shares(4)
8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
328,210 Market ApproachAdjusted EBITDA Multiple
4.5x – 30.0x
10.6xIncrease
1,771 Market ApproachRevenue Multiple
6.5x – 9.5x
6.9xIncrease
12,159 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
3,196 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
Expected RecoveryExpected Recovery$2.5$2.5Increase
12,947 Recent TransactionTransaction Price
$1.00 – $10.00
$9.5Increase
Equity warrants2,389 Market ApproachAdjusted EBITDA Multiple
6.3x – 12.5x
7.3xIncrease
3Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $25,146, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $10,847, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $12,443, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $7,498, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $5.3 million and six senior debt and first lien note positions with an aggregate fair value of $20.0 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $9.9 million and one structured product position with a fair value of $3.3 million transitioned from a discounted cash flow analysis to a broker quote valuation model. Lastly, one equity position with a fair value of nil transitioned from an expected recovery to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
The following tables present the Company’s investment portfolio at fair value as of September 30, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 
Fair Value as of September 30, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $72,237 $1,559,820 $1,632,057 
Subordinated debt and 2nd lien notes
— 12,666 187,305 199,971 
Structured products— 45,811 45,682 91,493 
Equity shares— 4,323 378,208 382,531 
Equity warrants— — 2,600 2,600 
Royalty rights— — 3,819 3,819 
Investments subject to leveling$— $135,037 $2,177,434 $2,312,471 
Investment in joint ventures / PE fund (1)104,243 
$2,416,714 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $76,503 $1,593,797 $1,670,300 
Subordinated debt and 2nd lien notes
— 14,417 223,798 238,215 
Structured products— 50,066 42,972 93,038 
Equity shares132 — 374,572 374,704 
Equity warrants— — 2,392 2,392 
Investments subject to leveling$132 $140,986 $2,237,531 $2,378,649 
Investment in joint ventures / PE fund (1)110,066 
$2,488,715 
(1)The Company’s investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV as a practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2024 and 2023:
Nine Months Ended
September 30, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsRoyalty RightsTotal
Fair value, beginning of period$1,593,797 $223,798 $42,972 $374,572 $2,392 $— $2,237,531 
New investments291,822 28,741 48 7,440 — 3,871 331,922 
Investment restructuring(22,249)— — — — — (22,249)
Transfers into (out of) Level 3, net(5,770)— — (6,269)— — (12,039)
Proceeds from sales of investments(18,512)(4,975)— (4,238)— (81)(27,806)
Loan origination fees received(5,463)(296)— — — — (5,759)
Principal repayments received(271,403)(62,050)(1,483)— — — (334,936)
Payment-in-kind interest / dividends4,590 1,313 — 8,065 — — 13,968 
Accretion of loan premium / discount313 83 — — — — 396 
Accretion of deferred loan origination revenue7,391 651 — — — — 8,042 
Realized gain (loss)(19,528)(5,461)42 (1,486)— — (26,433)
Unrealized appreciation (depreciation)4,832 5,501 4,103 124 208 29 14,797 
Fair value, end of period$1,559,820 $187,305 $45,682 $378,208 $2,600 $3,819 $2,177,434 
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of period$1,591,356 $234,214 $17,827 $283,067 $1,057 $2,127,521 
New investments232,280 32,722 22,669 68,680 — 356,351 
Transfers into (out of) Level 3, net(18,355)16,815 — 914 — (626)
Proceeds from sales of investments(113,358)(2,800)— (4,367)— (120,525)
Loan origination fees received(5,801)(51)— — — (5,852)
Principal repayments received(93,447)(44,129)(1,018)— — (138,594)
Payment-in-kind interest / dividends3,834 7,803 — 5,331 — 16,968 
Accretion of loan premium / discount427 465 — — — 892 
Accretion of deferred loan origination revenue5,380 437 — — — 5,817 
Realized gain (loss)(1,029)(43,902)— (3,434)— (48,365)
Unrealized appreciation (depreciation)1,040 42,023 (3,878)5,430 189 44,804 
Fair value, end of period$1,602,327 $243,597 $35,600 $355,621 $1,246 $2,238,391 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $13.0 million during the nine months ended September 30, 2024 was related to portfolio company investments that were still held by the Company as of September 30, 2024. Pre-tax net unrealized depreciation on Level 3 investments of $5.2 million during the nine months ended September 30, 2023 was related to portfolio company investments that were still held by the Company as of September 30, 2023.
During the nine months ended September 30, 2024, the Company made investments of approximately $272.4 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months
ended September 30, 2024, the Company made investments of $73.3 million in portfolio companies to which it was previously committed to provide such financing.
During the nine months ended September 30, 2023, the Company made investments of approximately $267.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2023, the Company made investments of $81.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of September 30, 2024 and December 31, 2023, the Company had eight and four portfolio companies, respectively, with investments that were on non-accrual. As of September 30, 2024, the eight portfolio companies on non-accrual included one portfolio company purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and six portfolio companies originated by Barings. As of December 31, 2023, the four portfolio companies on non-accrual included one portfolio company purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and two portfolio companies originated by Barings.
Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the
expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible. As of September 30, 2024, the Company had one portfolio company that was current on interest payments and on partial non-accrual status for PIK purposes only.
Fee and Other Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and covenant waiver fees and amendment fees, and are recorded as investment income when earned. Other income includes royalty income received in connection to revenue participation rights which is recorded on an accrual basis in accordance with revenue participation right agreements and recognized as investment income over the term of the rights.
Fee and other income for the three and nine months ended September 30, 2024 and 2023 was as follows:
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
($ in thousands)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Recurring Fee and Other Income:
Amortization of loan origination fees$1,743 $1,740 $5,191 $5,160 
Management, valuation and other fees403 518 1,244 1,712 
Royalty income176 — 251 — 
Total Recurring Fee and Other Income2,322 2,258 6,686 6,872 
Non-Recurring Fee and Other Income:
Prepayment fees44 — 316 329 
Acceleration of unamortized loan origination fees855 208 2,880 882 
Advisory, loan amendment and other fees1,068 184 1,650 2,167 
Total Non-Recurring Fee and Other Income1,967 392 4,846 3,378 
Total Fee and Other Income$4,289 $2,650 $11,532 $10,250 
General and Administrative Expenses
General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of September 30, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of September 30, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 6.1% and 6.3%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of September 30, 2024, all of the Company’s assets were or will be pledged as collateral for the February 2019 Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currencies
As of September 30, 2024, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 12 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, 72 investments that were denominated in Euros and 27 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, 67 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair
values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the nine months ended September 30, 2024 and September 30, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.