497 1 v449810_497.htm 497

 

Filed pursuant to Rule 497

File No. 333-203683

 

 

CĪON INVESTMENT CORPORATION

 

Supplement No. 6 dated October 3, 2016

 

To

 

Prospectus dated July 27, 2016

 

This supplement contains information that amends, supplements or modifies certain information contained in the accompanying prospectus of CĪON Investment Corporation dated July 27, 2016, as previously supplemented and amended (as so supplemented and amended, the “Prospectus”). This supplement is part of, and should be read in conjunction with, the Prospectus. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available free of charge at www.sec.gov or by calling (877) 822-4276. Capitalized terms used in this supplement have the same meanings as in the Prospectus, unless otherwise stated herein.

 

Before investing in shares of our common stock, you should read carefully the Prospectus and this supplement and consider carefully our investment objective, risks, charges and expenses. You should also carefully consider the “Risk Factors” beginning on page 33 of the Prospectus before you decide to invest in our common stock.

 

STATUS OF OUR CONTINUOUS PUBLIC OFFERINGS

 

Our initial continuous public offering ended on December 31, 2015 and our follow-on continuous public offering commenced on January 25, 2016.  Since commencing our initial continuous public offering on July 2, 2012 and through September 30, 2016, we received and accepted subscriptions in our offerings for approximately 99,723,900 shares of our common stock at an average price per share of $10.28, for corresponding gross proceeds of approximately $1,024,878,900, including shares purchased by our affiliates and shares repurchased pursuant to our share repurchase program but excluding shares issued pursuant to and proceeds from our distribution reinvestment plan, as amended and restated.

 

This supplement amends the indicated sections of the Prospectus as follows:

 

PROSPECTUS SUMMARY

 

The section of the Prospectus entitled “Prospectus Summary — Recent Developments — JPMorgan Credit Facility” is hereby amended by adding the following as the sixth paragraph thereof on page 22:

 

  In connection with the CS Park View Acquisition (as described below), on September 30, 2016, 34th Street Funding, JPM, U.S. Bank National Association and CIM entered into an amended and restated loan and security agreement, or the Amended Loan Agreement, to amend the JPM Credit Facility. Under the Amended Loan Agreement, the aggregate principal amount available for delayed-draw borrowings under the JPM Credit Facility was increased from $150,000,000 to $225,000,000, of which $25,000,000 may be funded as a revolving credit facility, each subject to compliance with a borrowing base. On September 30, 2016, 34th Street Funding drew down $167,423,393 of additional borrowings under the JPM Credit Facility. 34th Street Funding incurred certain customary costs and expenses in connection with the Amended Loan Agreement. No other material terms of the JPM Credit Facility were revised in connection with the Amended Loan Agreement. In addition, on September 30, 2016, we terminated a guarantee under which we had agreed to guarantee to 34th Street Funding and JPM the performance obligations of CIM under the portfolio management agreement by entering into a release and termination agreement, dated as of September 30, 2016, or the Termination Agreement, with 34th Street Funding and JPM. As a result of the revisions to the JPM Credit Facility pursuant to the Amended Loan Agreement and termination of the guarantee, 34th Street Funding, CIM and JPM entered into an amended and restated portfolio management agreement, dated as of September 30, 2016, to make certain corresponding, immaterial changes to the original portfolio management agreement.

 

 1 

 

 

The section of the Prospectus entitled “Prospectus Summary — Recent Developments” is hereby amended by adding the following as a new subsection thereof on page 22:

 

CS Park View Acquisition

 

On September 30, 2016, Park South Funding, LLC, our newly-formed, wholly-owned subsidiary, or Park South, and Credit Suisse Alternative Capital, LLC, or CSAC, the sole owner of Credit Suisse Park View BDC, Inc., or CS Park View, entered into a purchase and sale agreement, or the Purchase Agreement, to effect and consummate the acquisition of CS Park View by Park South. Pursuant to the Purchase Agreement, Park South acquired one hundred percent of the issued and outstanding shares of common stock of CS Park View, or the CS Park View Shares, from CSAC for a gross purchase price of $276,852,116, subject to post-closing adjustment to reflect certain transaction costs and expenses, the pay-off of debt obligations previously incurred by CS Park View and certain assets and liabilities.

 

The Purchase Agreement contains customary representations, warranties and covenants of Park South and CSAC. Pursuant to the Purchase Agreement, CSAC provided an indemnity to Park South and each of its affiliates and their respective officers, directors, members and other specified persons, or the Park South Indemnified Parties, from losses, damages and other similar liabilities incurred by the Park South Indemnified Parties due to the breach of, or inaccuracy in, certain fundamental representations in the Purchase Agreement or relating to the tender offer conducted by CSAC to acquire one hundred percent of the CS Park View Shares prior to entering into the Purchase Agreement.

 

On September 30, 2016, following the entry into the Purchase Agreement and completion of the CS Park View Share acquisitionPark South effected a name change of CS Park View to Park South, Inc. and also effected a statutory conversion of CS Park View from a Maryland corporation to a Maryland limited liability company to achieve certain CS Park View-level tax benefits and efficiencies.

 

FINANCIAL STATEMENTS

 

The following consolidated financial statements of Credit Suisse Park View BDC, Inc. for the period ended June 30, 2016 (unaudited) and the year ended December 31, 2015 (audited) shall be included in the Prospectus:

 

 2 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 

   June 30, 2016
(Unaudited)
   December 31,
2015
 
Assets          
Investments at fair value:          
Non-controlled, non-affiliated investments (amortized cost of $283,992,825 and $332,480,856, respectively)  $279,517,539   $322,112,255 
Controlled, affiliated investments (amortized cost of $17,388,460 and $15,626,459, respectively)   15,165,800    15,626,459 
Total investments at fair value (amortized cost of $301,381,285 and $348,107,315, respectively)   294,683,339    337,738,714 
Cash   6,981,141    6,578,741 
Receivable for investments sold   187,119    155,023 
Interest receivable   2,544,766    2,044,017 
Deferred offering costs       375,000 
Prepaid expenses and other assets   373,996    321,608 
Total assets  $304,770,361   $347,213,103 
           
Liabilities          
Revolving credit facility (Note 10)  $97,000,000   $125,000,000 
Deferred financing costs (net of accumulated amortization of $661,904 and $425,564, respectively) (Note 10)   (1,575,596)   (1,811,936)
Revolving credit facility, net   95,424,404    123,188,064 
Management fee payable to affiliate (Note 5)   1,159,267    904,497 
Incentive fee payable to affiliate (Note 5)   1,257,093    1,133,783 
Interest payable (Note 10)   155,278    216,349 
Directors fees payable   28,756     
Accrued expenses and other liabilities   506,327    796,600 
Total liabilities  $98,531,125   $126,239,293 
           
Commitments and Contingencies (Note 14)          
           
Net Assets          
Common stock, par value $0.01 per share (23,468,463 and 23,453,847 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively)  $234,685   $234,538 
Paid-in capital in excess of par value   242,401,890    242,272,590 
Accumulated net realized gain (loss)   (27,617,715)   (8,603,104)
Undistributed (overdistributed) net investment income   (2,081,678)   (2,561,613)
Net unrealized depreciation on investments   (6,697,946)   (10,368,601)
Total net assets  $206,239,236   $220,973,810 
Net asset value per share  $8.79   $9.42 

 

See accompanying notes to consolidated financial statements (unaudited)

 

 3 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
   2016   2015   2016   2015 
Investment Income:                    
Non-controlled, non-affiliated investments:                    
Interest income  $7,821,116   $8,047,212   $15,885,795   $14,747,106 
Other income   1,045,440    45,970    1,056,656    68,445 
Controlled, affiliated investments:                    
Interest income   150,437        275,815     
Total investment income   9,016,993    8,093,182    17,218,266    14,815,551 
                     
Expenses:                    
Management fees (Note 5)   1,352,918    1,236,785    2,806,216    2,401,166 
Incentive fees (Note 5)   1,232,427    1,098,551    2,067,662    1,807,907 
Interest and credit facility fees (Note 10)   1,096,630    689,610    2,332,955    1,272,997 
Professional fees   308,333    235,400    638,333    426,500 
Offering costs       375,000    375,000    375,000 
Directors fees   19,500    16,500    39,000    36,250 
Other expenses   300,943    244,593    552,677    490,577 
Total expenses   4,310,751    3,896,439    8,811,843    6,810,397 
Less management fee waived (Note 5)   (193,274)   (176,684)   (400,888)   (343,024)
Net expenses   4,117,477    3,719,755    8,410,955    6,467,373 
Net investment income   4,899,516    4,373,427    8,807,311    8,348,178 
                     
Net realized and unrealized gains (losses) on investment transactions:                    
Net realized gain (loss) from investments   (19,066,097)   (7,099,169)   (19,016,097)   (7,099,169)
Net realized gain (loss) from foreign currency transactions   347        1,486     
Net change in unrealized appreciation (depreciation) from:                    
Non-controlled, non-affiliated investments   17,403,382    7,270,921    5,893,315    309,682 
Controlled, affiliated investments   (2,222,660)       (2,222,660)    
Net realized/unrealized gains (losses)   (3,885,028)   171,752    (15,343,956)   (6,789,487)
Net increase (decrease) in net assets resulting from operations  $1,014,488   $4,545,179   $(6,536,645)  $1,558,691 
Per share information (basic and diluted):                    
Earnings per share (basic and diluted):  $0.04   $0.20   $(0.28)  $0.07 
Net investment income per share (basic and diluted):  $0.21   $0.19   $0.38   $0.37 
Weighted average shares outstanding:   23,462,998    23,237,559    23,459,524    22,783,342 
Dividends declared per share  $0.195   $0.195   $0.355   $0.195 

 

See accompanying notes to consolidated financial statements (unaudited)

 

 4 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

 

   For the Six Months Ended
June 30,
 
   2016   2015 
Increase (decrease) in net assets resulting from operations:          
Net investment income  $8,807,311   $8,348,178 
Net realized loss on investments   (19,014,611)   (7,099,169)
Net change in unrealized appreciation (depreciation) on investments   3,670,655    309,682 
Net increase (decrease) in net assets resulting from operations   (6,536,645)   1,558,691 
           
Dividends to shareholders from:          
Net investment income   (8,327,376)   (4,536,432)
Total dividends to shareholders   (8,327,376)   (4,536,432)
           
Capital transactions:          
Issuance of common shares (0 and 1,153,636 shares, respectively)       11,679,000 
Issuance of common shares pursuant to dividend reinvestment plan (14,616 and 7,187 shares, respectively)   129,447    72,516 
Net increase in net assets resulting from capital transactions   129,447    11,751,516 
Total increase (decrease) in net assets   (14,734,574)   8,773,775 
Net assets at beginning of period   220,973,810    226,142,353 
Net assets at end of period (including undistributed (overdistributed) net investment income of $(2,081,678) and $10,310,530, respectively)  $206,239,236   $234,916,128 

 

See accompanying notes to consolidated financial statements (unaudited)

 

 5 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

   For the Six Months Ended
June 30,
 
   2016   2015 
Cash flows from operating activities          
Net increase (decrease) in net assets resulting from operations  $(6,536,645)  $1,558,691 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:          
Purchases of investments, net   (18,194,474)   (99,145,725)
Paid-in-kind interest income   (380,330)   (721,713)
Proceeds from sales of investments, net   46,896,055    31,354,605 
Net realized (gain) loss on investments   19,014,799    7,099,169 
Net change in unrealized (appreciation) depreciation on investments   (3,670,655)   (309,682)
Amortization of premium/accretion of discount on investments, net   (610,020)   (629,448)
Amortization of deferred financing costs   236,340    164,224 
(Increase) decrease in operating assets:          
Receivable for investments sold   (32,096)   (1,757,549)
Interest receivable   (500,749)   356,438 
Due from Adviser       315,725 
Prepaid expenses and other assets   (52,388)   56,852 
Deferred offering costs   375,000    (1,125,000)
Increase (decrease) in outstanding liabilities:          
Management fees payable to affiliate   254,770    70,322 
Incentive fees payable to affiliate   123,310    (247,128)
Interest payable   (61,071)   163,210 
Directors fees payable   28,756    30,250 
Payable for organization and offering expenses       (567,904)
Accrued expenses and other liabilities   (290,273)   228,288 
Net cash provided by (used in) operating activities   36,600,329    (63,106,375)
Cash flows from financing activities          
Issuance of common stock       11,635,000 
Borrowings on revolving credit facility   25,500,000    112,000,000 
Repayments of credit facility   (53,500,000)   (35,000,000)
Financing costs       (1,187,500)
Dividend paid   (8,197,929)   (4,463,916)
Net cash provided by (used in) financing activities   (36,197,929)   82,983,584 
Net increase (decrease) in cash   402,400    19,877,209 
Cash and cash denominated in foreign currency at beginning of period   6,578,741    7,241,675 
Cash and cash denominated in foreign currency at end of period  $6,981,141   $27,118,884 
Supplemental disclosure of cash flow information:          
Cash paid during the period for interest  $1,796,527   $600,302 
Non-Cash financing activities:          
Issuance of common shares  $   $44,000 
Issuance of common shares in connection with dividend reinvestment plan  $129,447   $72,516 

 

See accompanying notes to consolidated financial statements (unaudited)

 

 6 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

 

JUNE 30, 2016

 

 

Company(*)(#)(x)  Industry 

Interest

Rate(1)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount(2)
   Amortized
Cost(3)
   Fair Value 
Senior Secured Loans - 136.06%               
First Lien/Senior Secured Loans - 70.71%               
Adams Publishing Group, LLC  Media: Advertising,
Printing & Publishing
  L + 6.75% (7.75%)
(1.00% floor)
  11/9/2015  11/3/2020  $4,266,818   $4,180,789   $4,170,243 
American Clinical Solutions LLC  Healthcare &
Pharmaceuticals
  L + 9.50% (10.50%)
(1.00% floor)
  6/11/2015  6/11/2020   9,409,000    9,291,202    9,267,865 
CF Entertainment Inc.  Media: Diversified &
Production
  L+ 11.00% (12.00%)
(1.00% floor)
  9/5/2014  6/26/2020   17,181,250    17,062,334    17,009,438 
Dodge Data & Analytics, LLC / Skyline Data News and Analytics, LLC  Construction &
Building
  L + 8.75% (9.75%)
(1.00% floor)
  11/4/2014  10/31/2019   10,462,120    10,309,056    10,331,344 
Entrans International, LLC  Transportation:
Cargo
  L + 7.50% (8.50%)
(1.00% floor)
  6/22/2015  6/4/2020   13,593,750    13,474,447    12,227,734 
Homeland HealthCare, LLC(4)  Healthcare &
Pharmaceuticals
  L + 7.00% (8.00%)
(1.00% floor)
  12/31/2015  1/5/2018   7,962,000    7,962,000    7,165,800 
Infinity Sales Group, LLC  Services: Business  L + 10.50% (11.50%)
(1.00% floor)
  9/5/2014  11/21/2018   8,993,740    8,695,614    8,355,764 
KPC Health Care, Inc.  Healthcare &
Pharmaceuticals
  L + 9.25% (10.25%)
(1.00% floor)
  8/28/2015  8/28/2020   9,916,340    9,613,923    9,585,100 
Labvantage Solutions Inc.  High Tech Industries  L + 8.00% (9.00%)
(1.00% floor)
  12/29/2015  12/29/2020   4,937,500    4,848,625    4,838,750 
Labvantage Solutions Ltd. (EUR)(5)  High Tech Industries  E + 8.00% (9.00%)
(1.00% floor)
  12/29/2015  12/29/2020  4,523,218    4,878,370    4,893,318 
Lift Brands, Inc.  Services: Consumer  L + 7.50% (8.50%)
(1.00% floor)
  5/19/2015  12/23/2019   9,677,419    9,639,445    9,483,871 
Pacific Coast Holding Investment LLC  Healthcare &
Pharmaceuticals
  L + 9.70% (11.70%)
(2.00% floor)
  3/4/2016  2/14/2017   5,250,000    5,195,959    5,171,250 
Petroflow Energy Corporation(6)  Energy: Oil & Gas  L + 8.00% (9.00%)
(1.00% floor)
  6/29/2016  6/29/2019   4,800,000    4,474,498    4,474,285 
Sequoia Healthcare Management, LLC  Healthcare &
Pharmaceuticals
  12.00% and
(4.00% PIK) (16.00%)
  9/5/2014  7/17/2019   6,784,810    6,696,427    6,649,114 
Spinal USA, Inc.  Healthcare &
Pharmaceuticals
  L + 9.50% (10.50%)
(1.00% floor)
  1/22/2015  1/21/2020   12,312,500    12,191,868    12,068,743 
Spinal USA, Inc. (Tack-on)  Healthcare &
Pharmaceuticals
  10.50% PIK  5/19/2016  7/21/2020   124,950    124,950    123,700 
Worley Claims Services, LLC  Services: Business  L + 8.00% (9.00%)
(1.00% floor)
  10/31/2014  10/31/2020   20,217,761    20,037,678    20,015,583 
Total First Lien/Senior Secured Loans       $148,677,185   $145,831,902 
                            
First Lien/Last-Out Unitranche - 45.19%               
AbelConn, LLC / CBT Technology, LLC / SIE Computing Solutions, LLC(7)  Aerospace &
Defense
  L + 8.50% (9.50%)
(1.00% floor)
  9/5/2014  7/17/2019  $22,824,752   $22,543,507   $22,448,026 
AMPORTS, Inc.(7)  Automotive  L + 5.00% (6.00%)
(1.00% floor)
  9/5/2014  5/19/2020   19,100,000    19,100,000    18,718,000 

 

See accompanying notes to consolidated financial statements (unaudited)

 

 7 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED) (UNAUDITED)

 

JUNE 30, 2016

 

 

Company(*)(#)(x)   Industry  

Interest

Rate(1)

  Acquisition
Date
  Maturity   Par/Unit/
Partnership
Interest
Amount(2)
    Amortized
Cost(3)
    Fair Value  
Senior Secured Loans - (continued) 136.06%                        
First Lien/Last-Out Unitranche - (continued) 45.19%                        
Forbes Media LLC(7)   Media: Advertising,
Printing & Publishing
  L + 6.75% (7.75%)
(1.00% floor)
  9/12/2014   9/12/2019   $ 15,000,000     $ 14,820,964     $ 14,773,978  

Ipsen International

GmbH(5)(7)

  Capital Equipment   L + 8.00% (9.00%)
(1.00% floor)
  2/23/2015   9/30/2019     1,489,947       1,478,853       1,475,048  
Ipsen, Inc.(7)   Capital Equipment   L+ 7.00% (8.00%)
(1.00% floor)
  2/23/2015   9/30/2019     8,095,238       8,035,241       8,014,286  

ITC Service Group ACQ

LLC(7)

  High Tech Industries   L + 9.50% (10.00%)
(0.50% floor)
  5/24/2016   5/23/2021     11,250,000       10,940,858       10,940,625  

NWN Acquisition

Holding Co LLC(7)

  High Tech Industries   L + 9.00% (10.00%)
(1.00% floor)
  10/16/2015   10/16/2020     17,171,875       16,867,272       16,828,437  
Total First Lien/Last-Out Unitranche           $ 93,786,695     $ 93,198,400  
Second Lien/Senior Secured Loans - 20.16%                        
Conisus, LLC   Services: Business   L + 8.75% (9.75%)
(1.00% floor)
  6/23/2015   6/23/2021   $ 11,750,000     $ 11,750,000     $ 11,515,000  
Encapsys, LLC   Chemicals, Plastics
& Rubber
  L + 10.00% (11.00%)
(1.00% floor)
  8/3/2015   3/3/2021     11,165,000       11,018,591       10,997,525  
Mississippi Sand, LLC   Metals & Mining   L + 10.00% (11.00%)
(1.00% floor)
  11/21/2014   11/21/2019     12,750,000       12,529,020       11,475,000  

TexOak Petro Holdings

LLC(8)(16)

  Energy: Oil & Gas   8.00% PIK   6/29/2016   12/29/2019     6,500,522       1,625,130       1,625,130  

TouchTunes Interactive

Networks, Inc

  Hotel, Gaming &
Leisure
  L + 8.25% (9.25%)
(1.00% floor)
  6/18/2015   5/29/2022     6,000,000       5,935,596       5,977,500  
Total Second Lien/Senior Secured Loans           $ 42,858,337     $ 41,590,155  
Total Senior Secured Loans           $ 285,322,217     $ 280,620,457  
Partnership Interest - 6.82%                        

Encapsys, LLC (Class A

Units)(9)(10)

  Chemicals, Plastics
& Rubber
  Partnership Interest             10,000     $ 1,000,000     $ 1,000,000  

Homeland HealthCare,

LLC(4)(10)(11)

  Healthcare &
Pharmaceuticals
  Partnership Interest             750       9,426,460       8,000,000  

Mooregate ITC Acquisition,

LLC(10)(12)

  High Tech Industries   Partnership Interest             500       500,000       500,000  
NS NWN Acquisition, LLC(10)(13)   High Tech Industries   Partnership Interest             346       348,803       348,803  
NSG Co-Invest (Bermuda) LP(5)(10)(14)   Consumer Goods:
Non-Durable
  Partnership Interest             1,575       1,093,483       1,000,010  
Speed Commerce Investment Part LLC Units(10)(15)   High Tech Industries   Partnership Interest             629       3,376,253       2,900,000  
Texoak Petro Holdings LLC Common Stock Unit(8)(10)   Energy: Oil & Gas   Partnership Interest             60,000       314,069       314,069  
Total Partnership Interest           $ 16,059,068     $ 14,062,882  
Total Investments                           $ 301,381,285     $ 294,683,339  

 

See accompanying notes to consolidated financial statements (unaudited)

 

 8 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED) (UNAUDITED)

 

JUNE 30, 2016

 

 

Each of our investments or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Capital One, N.A Branch (see Note 10).
(#)We generally acquire our investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Our investments are, therefore, generally subject to certain limitations on resale and may be deemed to be “restricted securities” under the Securities Act.
(x)The Company invests in illiquid securities, including debt and equity investments, of middle-market companies, unless otherwise noted.
(1)Current interest rate in effect as of June 30, 2016.
(2)Denominated in U.S. dollar unless otherwise noted.
(3)The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method. The tax cost of the Company’s investments as of June 30, 2016, approximates their amortized cost.
(4)Under the 1940 Act, the portfolio company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Transactions during the 6 months ended June 30, 2016 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company is as follows:

 

Company  Type of Asset  Amount of
Interest
and
Other
Income
   Beginning
Fair Value
December 31,
2015
   Gross
Additions
   Gross
Reductions
   Realized
Gain/
(Loss)
   Change in
Unrealized
Gain/
(Loss)
   Fair Value
June 30,
2016
 
Homeland HealthCare, LLC  First Lien/Senior Secured Loan  $275,875   $6,200,000   $1,762,000           $(796,200)  $7,165,800 
Homeland HealthCare, LLC  Partnership Interest      $9,426,459               $(1,426,459)  $8,000,000 
Total Control Investments     $275,875   $15,626,459   $1,762,000           $(2,222,659)  $15,165,800 

 

(5)This portfolio company is a non-U.S. issuer and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time of such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(6)Petroflow Energy Corporation’s margins above 3.00% can be paid-in-kind at the option of the borrower.
(7)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts as a result of an arrangement between the Company and other lenders in any syndication.
(8)These investments are stapled together for trading purposes, which may impact the Company’s ability to dispose of them.
(9)Encapsys, LLC is held through Clocktower Rise, LLC, a wholly-owned taxable subsidiary.
(10)Non-income producing security.
(11)Homeland HealthCare, LLC is held through Clocktower Home, LLC, a wholly-owned taxable subsidiary.
(12)Mooregate ITC Acquisition, LLC is held through Clocktower ITC, LLC, a wholly-owned taxable subsidiary.
(13)NS NWN Acquisition, LLC is held through Clocktower NWN, LLC.
(14)NSG Co-Invest (Bermuda) LP is held through Clocktower North, LLC.
(15)Speed Commerce Investment Part LLC Units is held through Clocktower Speed, LLC.
(16)This investment was on non-accrual status as of June 30, 2016.

 

E - EURIBOR (Euro Interbank Offered Rate)

 

EUR - Euro; local currency investment denominated in Euros.

 

L - Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (“LIBOR”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, which reset periodically based on the terms of the loan agreement.

 

PIK - Payment In-Kind interest

 

See accompanying notes to consolidated financial statements (unaudited)

 

 9 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS

 

DECEMBER 31, 2015

 

 

Company*(#)  Industry 

Interest

Rate(2)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount(3)
   Amortized
Cost(4)
   Fair Value 
Senior Secured Loans - 147.40%                     
First Lien/Senior Secured Loans - 79.78%                     
Adams Publishing Group, LLC  Media: Advertising,
Printing & Publishing
 

L + 6.75% (7.75%)

(1.00% floor)

  11/9/2015  11/3/2020  $4,875,000   $4,780,153   $4,777,500 
American Clinical Solutions LLC  Healthcare &
Pharmaceuticals
 

L + 9.50% (10.50%)

(1.00% floor)

  6/11/2015  6/11/2020   9,750,000    9,616,403    9,603,750 
CF Entertainment Inc.  Media: Diversified &
Production
 

L+ 11.00% (12.00)%

(1.00% floor)

  9/5/2014  6/26/2020   17,268,750    17,132,209    17,096,063 
Dodge Data & Analytics, LLC / Skyline Data News and Analytics, LLC  Construction &
Building
 

L + 8.75% (9.75%)

(1.00% floor)

  11/4/2014  10/31/2019   10,612,120    10,438,861    10,479,469 
Entrans International, LLC  Transportation: Cargo 

L + 7.50% (8.50%)

(1.00% floor)

  6/22/2015  6/4/2020   14,812,500    14,677,184    13,923,750 
Gaming & Entertainment Management - Illinois LLC  Hotel, Gaming &
Leisure
 

L + 9.00% (10.00%)

(1.00% floor)

  5/22/2015  11/22/2020   16,003,448    15,962,491    16,003,448 
Homeland HealthCare, LLC(1)  Healthcare &
Pharmaceuticals
 

L + 7.00% (8.00%)

(1.00% floor)

  12/31/2015  1/5/2018   6,200,000    6,200,000    6,200,000 
Infinity Sales Group, LLC  Services: Business 

L + 10.50% (11.50%)

(1.00% floor)

  9/5/2014  11/21/2018   8,993,740    8,656,490    8,544,053 
KPC Health Care, Inc.  Healthcare &
Pharmaceuticals
 

ABR(12) + 8.25%

(11.75%)

  8/28/2015  8/28/2020   10,723,259    10,494,895    10,481,985 
Labvantage Solutions Inc.  High Tech Industries 

L + 9.50% (10.50%)

(1.00% floor)

  12/29/2015  12/29/2020   5,000,000    4,900,107    4,900,000 
Labvantage Solutions Ltd.(13) (EUR)  High Tech Industries 

L + 9.50% (10.50%)

(1.00% floor)

  12/29/2015  12/29/2020  4,580,474    4,930,006    4,874,231 
Land Holdings I, LLC  Hotel, Gaming &
Leisure
  12.00%  6/17/2015  6/26/2019   10,000,000    10,000,000    10,000,000 
Lift Brands, Inc.  Services: Consumer 

L + 7.50% (8.50%)

(1.00% floor)

  5/19/2015  12/23/2019   9,806,452    9,763,361    9,757,419 
Petroflow Energy Corporation and TexOak Energy - Project 1C, LLC(5)  Energy: Oil & Gas  L + 8.00% (12.00%) (1.00% floor and 3.00% PIK)  9/5/2014  7/31/2017   15,684,886    15,364,043    10,383,597 
Sequoia Healthcare Management, LLC  Healthcare &
Pharmaceuticals
 

12.00% and

(4.00% PIK) (16.00%)

  9/5/2014  7/17/2019   6,915,076    6,811,709    6,776,775 
Spinal USA, Inc.  Healthcare &
Pharmaceuticals
 

L + 9.50% (10.50%)

(1.00% floor)

  1/22/2015  1/21/2020   12,375,000    12,375,000    12,375,000 
Worley Claims Services, LLC 

Services:

Business

 

L + 8.00% (9.00%)

(1.00% floor)

  10/31/2014  10/31/2020   20,320,087    20,123,253    20,116,886 
Total First Lien/Senior Secured Loans             $182,226,165   $176,293,926 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 10 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS (CONTINUED)

 

DECEMBER 31, 2015

 

 

Company*(#)  Industry 

Interest

Rate(2)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount(3)
   Amortized
Cost(4)
   Fair Value 
Senior Secured Loans - (continued) 147.40%                     
First Lien/Last-Out Unitranche - 49.13%                     

AbelConn, LLC / CBT

Technology, LLC / SIE

Computing Solutions, LLC(6)

  Aerospace &
Defense
 

L + 8.50% (9.50%)

(1.00% floor)

  9/5/2014  7/17/2019  $23,681,313   $23,352,987   $23,286,168 
AMPORTS, Inc.(6)  Automotive 

L + 5.00% (6.00%)

(1.00% floor)

  9/5/2014  5/19/2020   19,100,000    19,100,000    19,100,000 

Evanta Ventures, Inc./ Sports

Leadership Institute, Inc.(6)

 

Services:

Business

 

L + 5.90% (6.90%)

(1.00% floor)

  12/23/2014  12/23/2019   15,200,000    15,012,086    14,972,000 
Forbes Media LLC(6)  Media: Advertising,
Printing & Publishing
 

L + 6.75% (7.75%)

(1.00% floor)

  9/12/2014  9/12/2019   15,000,000    14,795,661    14,762,282 
Ipsen International GmbH(6)(13)  Capital Equipment 

L + 8.00% (9.00%)

(1.00% floor)

  2/23/2015  9/30/2019   1,752,381    1,737,650    1,734,857 
Ipsen, Inc.(6)  Capital Equipment 

L+ 7.00% (8.00%)

(1.00% floor)

  2/23/2015  9/30/2019   8,095,238    8,027,357    8,014,286 
NWN Acquisition Holding Co LLC(6)  High Tech Industries 

L + 9.00% (10.00%)

(1.00% floor)

  10/16/2015  10/16/2020   17,390,625    17,055,779    17,042,812 
Speed Commerce Inc.(5)(6)(7)  High Tech Industries  16.5% PIK  11/21/2014  11/21/2019   12,546,438    12,451,534    8,782,507 
Speed Commerce Inc.
(Tack-on)(5)(6)(7)
  High Tech Industries  16.5% PIK  10/6/2015  11/21/2019   958,571    958,571    862,714 
Total First Lien/Last-Out Unitranche             $112,491,625   $108,557,626 
Second Lien/Senior Secured Loans - 18.49%                     
Conisus, LLC 

Services:

Business

 

L + 10.25% (11.25%)

(1.00% floor)

  6/23/2015  6/23/2021  $11,750,000   $11,750,000   $11,750,000 
Encapsys, LLC  Chemicals,
Plastics & Rubber
 

L + 10.00% (11.00%)

(1.00% floor)

  8/3/2015  3/3/2021   11,165,000    11,007,252    10,997,525 
Mississippi Sand, LLC  Metals & Mining 

L + 10.00% (11.00%)

(1.00% floor)

  11/21/2014  11/21/2019   13,125,000    12,871,878    12,206,250 
TouchTunes Interactive Networks, Inc  Hotel, Gaming &
Leisure
 

L + 8.25% (9.25%)

(1.00% floor)

  6/18/2015  5/29/2022   6,000,000    5,931,753    5,910,000 
Total Second Lien/Senior Secured Loans             $41,560,883   $40,863,775 
Total Senior Secured Loans             $336,278,673   $325,715,327 
Partnership Interest - 5.44%                     
Encapsys, LLC (Class A Units)(8)(10)  Chemicals, Plastics
& Rubber
  Partnership Interest         10,000   $1,000,000   $1,000,000 
Homeland HealthCare, LLC(1)(8)(9)  Healthcare &
Pharmaceuticals
  Partnership Interest         750    9,426,459    9,426,459 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 11 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS (CONTINUED)

 

DECEMBER 31, 2015

 

 

Company*(#)  Industry 

Interest

Rate(2)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount(3)
   Amortized
Cost(4)
   Fair Value 
Partnership Interest - (continued) 5.44%                     
NSG Co-Invest (Bermuda) LP(8)(11)(13)  Consumer Goods:
Non-Durable
  Partnership Interest          1,521   $1,053,380   $1,248,125 
NS NWN Acquisition, LLC  High Tech Industries  Partnership Interest         346    348,803    348,803 
Total Partnership Interest             $11,828,642   $12,023,387 
Total Investments                   $348,107,315   $337,738,714 

 

*Each of our investments or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Capital One, N.A. Branch (see Note 10).
(#)We generally acquire our investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Our investments are, therefore, generally subject to certain limitations on resale and may be deemed to be “restricted securities” under the Securities Act.
(1)Under the 1940 Act, the portfolio company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Transactions during the 12 months ended December 31, 2015 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company is as follows:

 

Company  Type of Asset  Amount of
Interest
and
Other
Income
   Beginning
Fair Value
December 31,
2014
   Gross
Additions(a)
   Gross
Reductions(b)
   Realized
Gain/
(Loss)
   Change in
Unrealized
Gain/
(Loss)
   Fair Value
December 31,
2015
 
Homeland HealthCare, LLC  First Lien/Senior
Secured Loan
      $9,454,080   $6,200,000   $9,454,080   $   $   $6,200,000 
Homeland HealthCare, LLC  Partnership
Interest
           9,426,459               $9,426,459 
Total Control Investments     $   $9,454,080   $15,626,459   $9,454,080   $   $   $15,626,459 

 

(a)Gross additions include increases in the cost basis of investments resulting from the December 30, 2015 restructuring of the portfolio company and the addition of partnership interest in the portfolio company.
(b)Gross reductions include decreases in the cost basis of investments resulting from the December 30, 2015 restructuring of the portfolio company.

 

(2)Current interest rate in effect as of December 31, 2015.
(3)Denominated in U.S. dollar unless otherwise noted.
(4)The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method. The tax cost of the Company’s investments as of December 31, 2015, approximates their amortized cost.
(5)The investment was on non-accrual status as of December 31, 2015.
(6)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts as a result of an arrangement between the Company and other lenders in any syndication.
(7)The senior secured loan for Speed Commerce Inc. was amended on May 11, 2015 to include among other terms, the ability for the borrower to elect to pay interest in kind (PIK) at an annual rate of 16.5% through December 31, 2015.
(8)Non-income producing security.
(9)Homeland HealthCare, LLC is held through Clocktower Home, LLC, a wholly-owned taxable subsidiary.
(10)Encapsys, LLC is held through Clocktower Rise, LLC, a wholly-owned taxable subsidiary.
(11)NSG Co-Invest (Bermuda) LP is held through Clocktower North, LLC.
(12)ABR- Alternate Base Rate (3.5%)
(13)This portfolio company is a non-U.S. corporation and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time of such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

 

EUR - Euro; local currency investment denominated in Euros.

 

L - Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (“LIBOR”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, which reset periodically based on the terms of the loan agreement.

 

PIK - Payment In-Kind

 

See accompanying notes to consolidated financial statements (unaudited).

 

 12 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

Notes to Consolidated Financial Statements

June 30, 2016 (Unaudited)

 

1.Organization

 

Credit Suisse Park View BDC, Inc. (the “Company”) was initially organized as Credit Suisse Corporate Credit Solutions, LLC, a single member Delaware limited liability company, on August 5, 2014 and commenced operations on September 5, 2014 with Credit Suisse Alternative Capital, LLC (“CSAC”), an indirect, wholly owned subsidiary of Credit Suisse Group AG (“Credit Suisse”) as its sole member. On January 30, 2015, the Company converted to a Maryland corporation and changed its name to Credit Suisse Park View BDC, Inc. (the “Conversion”). On February 2, 2015, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We intend to elect to be treated for U.S. federal income tax purposes, and have qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

 

In connection with the Conversion, all common units were converted to common shares at a ratio of 1.0 common share to 1.0 unit. Accordingly, earnings and other per unit data in the accompanying consolidated financial statements and related notes give retroactive effect to the Conversion.

 

The Company was formed primarily to lend to and selectively invest in middle-market companies in the United States. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation through debt and equity investments. The Company invests in secured debt (including first and second lien senior loans), unsecured debt (including mezzanine debt), and to a lesser extent, equity securities of middle-market U.S. companies.

 

The Company formed a series of Delaware limited liability companies as wholly-owned subsidiaries to hold certain of its investments. The financial statements of these entities are consolidated into the financial statements of the Company. All significant intercompany balances and transactions have been eliminated through consolidation.

 

Credit Suisse Asset Management, LLC (“CSAM” or the “Adviser”), an indirect, wholly-owned subsidiary of Credit Suisse, is the investment adviser of the Company pursuant to an investment advisory agreement (the “Advisory Agreement”). CSAM is a registered investment adviser under the Investment Advisers Act of 1940, as amended.

 

As a BDC, the Company is required to comply with certain regulatory requirements. For instance, as a BDC, the Company must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of total assets are qualifying assets. Qualifying assets include investments in “eligible portfolio companies” as defined under the 1940 Act. Under the 1940 Act, the term “eligible portfolio company” includes all domestic operating companies that are (i) private operating companies, and (ii) operating companies whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million.

 

2. Significant Accounting Policies

 

Basis of Presentation

The accompanying consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. The Company is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such amounts could differ from those estimates and such differences could be material. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included.

 

 13 

 

 

The accompanying financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on quarterly reports on Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are not required for interim reporting and are omitted. In the opinion of management, the unaudited interim financial results included herein contain all adjustments and reclassifications that are necessary for the fair presentation of financial statements for the periods included herein. These financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2015, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2016.

 

Consolidation

In accordance with Regulation S-X Article 6.03 and ASC Topic 810 – Consolidation, the Company generally will not consolidate its interest in any operating company other than in investment company subsidiaries, certain financing subsidiaries, and controlled operating companies substantially all of whose business consists of providing services to the Company.

 

Investment Transactions

The Company records investment transactions purchased on a secondary basis on the trade date. Loan originations are recorded on the date of the binding commitments, which is generally the funding date. Investments purchased on a when-issued or delayed delivery basis may settle a month or more from the trade date. Such investments are subject to market fluctuations during this period.

 

Investments

The Company carries its investments at fair value. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value by the Adviser and reviewed and approved in good faith by the Board of Directors.

 

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See note 4 “Fair Value Measurements.”

 

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s investments in portfolio companies. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

 

 14 

 

 

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:

 

the Company’s valuation process will begin with each portfolio company or investment being valued preliminarily by the Adviser with such valuation taking into account the financial performance of the portfolio company or investment, feedback from management on the portfolio company’s operations, general market conditions and other factors. This preliminary valuation conclusion will then be submitted on a quarterly basis to an independent valuation firm engaged by the Board of Directors to provide an opinion on a final range of values for each portfolio company or investment;

 

once preliminary valuations have been reviewed and vetted, they will be submitted to the Adviser’s valuation committee (the “Valuation Committee”) for discussion and final documentation;

 

the Valuation Committee will review these valuations, and, if applicable, will respond and supplement the preliminary valuation to reflect any of their comments; and

 

the Adviser will present the Valuation Committee’s recommendations to the Board of Directors for its review and approval.

 

Fiscal Year End

The Company’s fiscal year ends on December 31.

 

Interest Income Recognition

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.

 

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are made current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

 

Some of our investments may have contractual payment in kind (“PIK”) interest. PIK interest computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest receivable (reflecting such amounts as the basis in the additional securities received). PIK interest generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point that management believes PIK interest is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is reversed from the related receivable through interest income, respectively. PIK interest previously capitalized is not reversed. Upon capitalization, PIK interest is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if management again believes that PIK interest is expected to be realized.

 

 15 

 

 

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to our portfolio companies.

 

In certain instances, where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the life of the investment using the effective interest method.

 

Dividend income, if any, is recognized on an accrual basis to the extent the Company expects to collect such amount.

 

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized.

 

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third-parties, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The cost of successfully completed investments not otherwise reimbursed are borne by the Company and included as a component of the investment’s cost basis. Subsequent to closing, investments are recorded at fair value at each reporting period.

 

Cash advances received in respect of transaction-related expenses are recorded as cash and cash equivalents with an offset to other liabilities or payables to affiliates. Such other liabilities or payables to affiliates are relieved as reimbursable expenses are incurred.

 

Financial and Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value through current period earnings.

 

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s volume of derivative trading activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management policies. The number of warrants as listed on the Schedule of Investments is an indication of the average open contracts held through the period.

 

Cash and Cash Equivalents

Cash and cash equivalents may consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits its cash and cash equivalents with a highly-rated banking institution and, at times, cash deposits may exceed the insured limits under applicable laws.

 

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Deferred Financing Costs

Financing costs for the Credit Agreement (as defined in note 10) are capitalized and amortized over the life of the related debt instrument using the straight-line method.

 

Income Taxes

The Company intends to elect to be treated for U.S. federal income tax purposes, and has qualified as a RIC under Subchapter M of the Code for the taxable year ended December 31, 2015. So long as the Company continues to qualify as a RIC, it generally will not pay corporate-level U.S. federal income taxes or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the financial statements of the Company. The tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year.

 

Three of the Company’s wholly-owned subsidiaries, Clocktower Home, LLC, Clocktower ITC, LLC, and Clocktower Rise, LLC, have elected to be taxable entities (the “Taxable Subsidiaries”) for U.S. federal income tax purposes and, as such, may generate an income tax liability.

 

Prior to January 30, 2015, the Company was a disregarded entity for U.S. federal income tax purposes. Accordingly, no provision for federal, state or local income taxes has been provided. Prior to January 1, 2015, the non-managing member of the Company is liable for income taxes, if any, on its share of the Company’s taxable income.

 

The Adviser evaluates tax positions taken or expected to be taken in the course of preparing the Company’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Company level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current year. The Adviser’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Company has concluded that it does not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 for the current period.

 

3. Investments

 

Investments consisted of the following:

 

   June 30, 2016 (Unaudited) 
Investment Type  Cost   Fair Value 
First Lien/Senior Secured Loans  $148,677,185   $145,831,902 
First Lien/Last-Out Unitranche   93,786,695    93,198,400 
Second Lien/Senior Secured Loans   42,858,337    41,590,155 
Partnership Interest   16,059,068    14,062,882 
Total Investments  $301,381,285   $294,683,339 

 

   December 31, 2015 
Investment Type  Cost   Fair Value 
First Lien/Senior Secured Loans  $182,226,165   $176,293,926 
First Lien/Last-Out Unitranche   112,491,625    108,557,626 
Second Lien/Senior Secured Loans   41,560,883    40,863,775 
Partnership Interest   11,828,642    12,023,387 
Total Investments  $348,107,315   $337,738,714 

 

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The industry composition of the portfolio at fair value was as follows:

 

Industry  June 30, 2016 (Unaudited) 
Aerospace & Defense   7.62%
Automotive   6.35 
Capital Equipment   3.22 
Chemicals, Plastics & Rubber   4.07 
Construction & Building   3.51 
Consumer Goods: Non-Durable   0.34 
Energy: Oil & Gas   2.18 
Healthcare & Pharmaceuticals   19.69 
High Tech Industries   14.00 
Hotel, Gaming & Leisure   2.03 
Media: Advertising, Printing & Publishing   6.43 
Media: Diversified & Production   5.77 
Metals & Mining   3.89 
Services: Business   13.53 
Services: Consumer   3.22 
Transportation: Cargo   4.15 
Total   100.00%

 

Industry  December 31, 2015 
Aerospace & Defense   6.90%
Automotive   5.66 
Capital Equipment   2.89 
Chemicals, Plastics & Rubber   3.55 
Construction & Building   3.10 
Consumer Goods: Non-Durable   0.37 
Energy: Oil & Gas   3.07 
Healthcare & Pharmaceuticals   16.24 
High Tech Industries   10.90 
Hotel, Gaming & Leisure   9.45 
Media: Advertising, Printing & Publishing   5.79 
Media: Diversified & Production   5.06 
Metals & Mining   3.61 
Services: Business   16.40 
Services: Consumer   2.89 
Transportation: Cargo   4.12 
Total   100.00%

 

4. Fair Value Measurements

 

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in fair value pricing our investments include, as relevant: (i) available current market data, including relevant and applicable market trading and transaction comparables, (ii) applicable market yields and multiples, (iii) security covenants, (iv) call protection provisions, (v) the nature and realizable value of any collateral, (vi) the portfolio company’s ability to make payments, (vii) its earnings and discounted cash flows, (viii) the markets in which the portfolio company does business, (ix) comparisons of financial ratios of peer companies that are public, and (x) mergers and acquisitions comparables and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.

 

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The Company follows ASC 820, Fair Value Measurement, (“ASC 820”) for measuring the fair value of investments in portfolio companies. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:

 

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2—Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third-parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.

 

Level 3—Valuations based on significant inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

 

In addition to using the above inputs in investment valuations, the Company employs the valuation policy approved by the Board of Directors that is consistent with ASC 820 (see note 2). Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which the Company’s investments are trading, in determining fair value, in good faith.

 

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The following table presents the fair value measurements of the Company’s total investments, by major class according to the fair value hierarchy, as of June 30, 2016 and December 31, 2015:

 

Fair Value Hierarchy at June 30, 2016 (Unaudited)

 

Investment Type  Level 1   Level 2   Level 3   Total 
First Lien/Senior Secured Loans  $   $   $145,831,902   $145,831,902 
First Lien/Last-Out Unitranche           93,198,400    93,198,400 
Second Lien/Senior Secured Loans       5,977,500    35,612,655    41,590,155 
Partnership Interest           14,062,882    14,062,882 
Total  $   $5,977,500   $288,705,839   $294,683,339 

 

Fair Value Hierarchy at December 31, 2015

 

Investment Type  Level 1   Level 2   Level 3   Total 
First Lien/Senior Secured Loans  $   $   $176,293,926   $176,293,926 
First Lien/Last-Out Unitranche           108,557,626    108,557,626 
Second Lien/Senior Secured Loans       5,910,000    34,953,775    40,863,775 
Partnership Interest           12,023,387    12,023,387 
Total  $   $5,910,000   $331,828,714   $337,738,714 

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value for the six months ended June 30, 2016:

 

   For the Six Months Ended June 30, 2016
(Unaudited)
 
   First Lien/Senior
Secured
Loans
  

First Lien/

Last-Out
Unitranche

  

Second

Lien/Senior
Secured

Loans

   Partnership
Interest
   Total 
Balance as of December 31, 2015  $176,293,926   $108,557,626   $34,953,775   $12,023,387   $331,828,714 
Purchase of investments, net(1)   6,719,372    10,935,000    1,625,130    4,230,425    23,509,927 
Proceeds from sales of investments, net(1)   (31,939,778)   (19,896,730)   (375,000)   -    (52,211,508)
Interest-income paid-in-kind investments   380,330    -    -    -    380,330 
Amortization of premium/accretion of discount on investments, net   283,975    285,598    36,604    -    606,177 
Net realized gain/(loss) on investments   (8,992,879)   (10,028,797)   6,877    -    (19,014,799)
Net change in unrealized appreciation (depreciation) on investments   3,086,956    3,345,703    (634,731)   (2,190,930)   3,606,998 
Balance as of June 30, 2016  $145,831,902   $93,198,400   $35,612,655   $14,062,882   $288,705,839 
Net change in unrealized depreciation from level 3 investments still held as of June 30, 2016  $(1,852,533)  $(459,267)  $(634,731)  $(2,190,930)  $(5,137,461)

 

(1)Purchases may include securities received in corporate actions and PIK. Sales and Settlements may include securities delivered in corporate actions.

 

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The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value for the six months ended June 30, 2015:

 

   For the Six Months Ended June 30, 2015
(Unaudited)
 
  

Senior

Secured

Loans

   Partnership   
Interest
   Royalty
Interest
   Total 
Balance as of December 31, 2014  $247,638,275   $998,300   $465,000   $249,101,575 
Purchase of investments, net   93,163,144    55,080    -    93,218,224 
Proceeds from investments, net   (31,354,605)   -    -    (31,354,605)
Interest-income paid-in-kind investments   721,713    -    -    721,713 
Amortization of premium/accretion of discount on investments, net   628,918    -    -    628,918 
Net realized gain/loss on investments   (7,099,169)   -    -    (7,099,169)
Net change in unrealized appreciation (depreciation) on investments   597,967    (3,379)   (349,375)   245,213 
Balance as of June 30, 2015  $304,296,243   $1,050,001   $115,625   $305,461,869 
Net change in unrealized depreciation from level 3 investments still held as of June 30, 2015  $(161,837)  $(3,379)  $(349,376)  $(514,592)

 

The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determination of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the portfolio company, and the rights and remedies of our investment within each portfolio company.

 

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 investments primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values and EBITDA multiplies of similar companies and comparable market transactions for equity services.

 

For the six months ended June 30, 2016 and six months ended June 30, 2015, there were no transfers in or out of Level 1, Level 2, or Level 3. The Company recognizes transfers between levels at the beginning of the period.

 

The following table shows the composition of the Company’s portfolio by unobservable inputs used to value the Company’s Level 3 investments and liabilities at June 30, 2016 and December 31, 2015. The table presents the ranges of significant unobservable inputs used to value the Company’s Level 3 investments and liabilities. These ranges represent the significant unobservable inputs that were used in the valuation of each type of Level 3 investment. The ranges of these inputs are not representative of the appropriate inputs to use when calculating the fair value of any one Level 3 investment:

 

Level 3 Unobservable inputs at June 30, 2016 (Unaudited)

 

Investment Type 

Fair Value at

June 30, 2016

   Valuation Methodology    Unobservable Inputs    Range (Weighted Average)    Impact to
Valuation from an
increase to input
                 
First Lien/Senior Secured Loans  $145,831,902   Income Approach  Market Yield  8.90% - 18.50% (12.27%)  Decrease
First Lien/Last-Out Unitranche   93,198,400   Income Approach  Market Yield  8.87% - 16.25% (11.41%)  Decrease
Second Lien/Senior Secured Loans   35,612,655   Income Approach  Market Yield  10.92% - 16.95% (13.36%)  Decrease
Partnership Interest   14,062,882   Market Approach  LTM EBITDA  N/A  N/A
Total  $288,705,839             

 

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Level 3 Unobservable inputs at December 31, 2015

 

Investment Type 

Fair Value at

December 31, 2015

   Valuation Methodology    Unobservable Inputs    Range (Weighted Average)    Impact to
Valuation from an
increase to input
                  
First Lien/Senior Secured Loans  $176,293,926   Income Approach  Market Yield  8.00% - 18.39% (12.05%)  Decrease
First Lien/Last-Out Unitranche   108,557,626   Income Approach  Market Yield  9.09% - 13.21% (10.90%)  Decrease
Second Lien/Senior Secured Loans   34,953,775   Income Approach  Market Yield  11.24% - 15.56% (13.25%)  Decrease
Partnership Interest   12,023,387   Market Approach  LTM EBITDA  N/A  N/A
Total  $331,828,714             

 

Any increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, could result in a significantly lower or higher fair value measurement for such investments.

 

Other Financial Instruments

Revolving Credit Facility: The fair value of the Company’s revolving credit facility, which is categorized as Level 3 within the ASC 820 fair value hierarchy as of June 30, 2016 and December 31, 2015, respectively, approximates its carrying value as the outstanding balance is callable at carrying value.

 

Other Financial Assets and Liabilities: The carrying amounts of the Company’s assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1, while the Company’s other financial assets and liabilities, other than investments at fair value and debt, are classified as Level 2.

 

5. Agreements and Related Party Transactions

 

Management Fee

On September 5, 2014, the Company entered into the Advisory Agreement with the Adviser, pursuant to which the Adviser manages the Company’s investment program and related activities. The Advisory Agreement was subsequently amended on December 2, 2014.

 

For the period from September 5, 2014 through December 31, 2015, the management fee is payable monthly in arrears at an annual rate of 1.75% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchase with borrowed amounts) at the end of each of the two most recently completed calendar months. Effective January 1, 2016, the management fee is payable quarterly in arrears, at an annual rate of 1.75% of an amount equal to the average of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. However, until such time, if any, as the Company’s shares are listed on a national securities exchange (the “Listing”), the Adviser will waive its right to receive 0.25% of the Management Fee such that the annual rate at which the Management Fee is calculated is 1.50% of the Company’s average gross assets at the end of the two most recently completed calendar quarters. The Adviser will not have the right to recover any amounts waived. Such fee waiver will terminate if and when a Listing occurs. For the three and six months ended June 30, 2016, the Adviser earned $1,352,918 and $2,806,216 in Management Fees, respectively, net of $193,274 and $400,888, respectively, waived by the Adviser pursuant to the Advisory Agreement. For the three and six months ended June 30, 2015, the Adviser earned $1,236,785 and $2,401,166 in Management Fees, respectively, net of $176,684 and $343,024, respectively, waived by the Adviser pursuant to the Advisory Agreement. As of June 30, 2016 and December 31, 2015, respectively, $1,159,267 and $904,497, respectively, were payable to the Adviser.

 

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Incentive Fees

The incentive fee (“Incentive Fee”) is calculated pursuant to the Advisory Agreement and consists of two parts, as follows:

 

Income-Based Component: The Company pays the Adviser an Incentive Fee quarterly in arrears by reference to the Company’s aggregate pre-incentive fee net investment income, as adjusted, from the immediately preceding calendar quarter. The aggregate pre-incentive fee net investment income at the immediately preceding calendar quarter (the “Ordinary Income”), expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “performance threshold” of 1.75% per quarter (7% annualized). “Ordinary Income” means consolidated interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees but excluding fees for providing significant managerial assistance) accrued by us during the calendar quarter, minus our operating expenses for the quarter (including the Management Fee, any expenses whether incurred directly by us or incurred by the Adviser on our behalf, including expenses under any Placement Agent Agreement and any administration agreement with an administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee (both on income and capital gains). Ordinary Income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities), consolidated accrued income that we have not yet received in cash. Ordinary Income does not include any realized capital gains, realized capital losses or unrealized capital depreciation. Pre-incentive fee net investment income is net of all Company fees and expenses, including the Management Fee but excluding any Incentive Fee paid.

 

The Company pays the Adviser an Incentive Fee with respect to the Company’s Ordinary Income in each calendar quarter as follows:

 

  a. No Incentive Fee in any calendar quarter in which the Ordinary Income does not exceed the hurdle rate;
  b. 100% of the Ordinary Income with respect to that portion of such Ordinary Income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
  c. 20% of the amount of the Ordinary Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).

 

These calculations are appropriately prorated for any period of less than three months and appropriately adjusted for any share issuances or repurchases during the current quarter.

 

For the three and six months ended June 30, 2016, the Adviser earned $1,232,427 and $2,067,662, respectively, in Incentive Fees. For the three and six months ended June 30, 2015, the Adviser earned $1,098,551 and $1,807,907, respectively, in Incentive Fees. As of June 30, 2016 and December 31, 2015, the Company has accrued incentive fees in the amount of $1,257,093 and $1,133,783, respectively.

 

Capital Gains-Based Component: At the end of each calendar year (or upon termination of the Advisory Agreement, as applicable), the Company will pay the Adviser, in arrears, an Incentive Fee equal to 20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, if any, in each case from the beginning of the Annual Period (defined below) until the end of such Annual Period. Unrealized capital gains are excluded from this calculation. Each period beginning on January 1 of each calendar year and ending on December 31 of the calendar year or, in the case of the Company’s first and last year, the appropriate portion thereof is referred to as an “Annual Period”. The capital gains-based Incentive Fee commenced with the 2014 annual period. For financial statement purposes, the second part of the incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. For the three and six months ended June 30, 2016 and June 30, 2015, no accrual was required.

 

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Officers and Directors

Certain officers and a director of the Company are also officers and a director of Credit Suisse or its affiliates. These officers and director are paid no fees by the Company for serving as an officer or director of the Company.

 

For the three and six months ended June 30, 2016, the independent directors of the Company received $4,000 and $10,000, respectively, in compensation for services as an independent director of the Company. For the three and six months ended June 30, 2015, the independent directors of the Company received $4,000 and $6,000, respectively, in compensation for services as an independent director of the Company.

 

Administration and Custodian Agreement

The Company has entered into a co-administration agreement with the Adviser (the “Co-Administration Agreement”) and an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Adviser and/or the Administrator provides various accounting and administrative services to the Company. Administrative services may include maintenance of the Company’s books and records, processing of investor transactions, calculation of the net asset value and payments of the Company’s fees and expenses. To the extent that the Administrator outsources any of its functions, the Administrator will pay any compensation associated with such functions. The Administrator also serves as the Company’s custodian. For the three and six months ended June 30, 2016, the Company incurred expenses for services provided by the Administrator of $132,201 and $266,622, respectively. For the three and six months ended June 30, 2015, the Company incurred expenses for services provided by the Administrator of $129,314 and $239,509, respectively. As of June 30, 2016 and December 31, 2015, $73,737 and $326,050 remained payable, respectively, and is included within accrued expenses and other liabilities on the statements of assets and liabilities.

 

Transfer Agent Fees

Effective with the Conversion, American Stock Transfer & Trust Company, LLC became the Company’s transfer agent, distribution paying agent and registrar.

 

Related Parties

As of June 30, 2016 and December 31, 2015, CSAC, an affiliate of Credit Suisse owned 94% and 94% of the Company, respectively.

 

6. Net Assets

 

On September 5, 2014, CSAC made an approximately $221.1 million capital contribution to the Company.

 

For the six months ended June 30, 2016, the Company issued the following shares through its monthly subscription process:

 

Month  Shares Issued   Per Share
Net Asset Value
   Subscription 
March 31, 2015(1)   608,523   $10.09   $6,140,000 
April 30, 2015   449,754   $10.15   $4,565,000 
May 29, 2015   90,998   $10.22   $930,000 
June 30, 2015   4,361   $10.09   $44,000 
July 31, 2015   31,988   $10.16   $325,000 
August 31, 2015   4,888   $10.23   $50,000 
September 30, 2015   4,960   $10.08   $50,000 
October 31, 2015   109,127   $10.08   $1,100,000 
November 30, 2015      $10.01   $ 
December 31, 2015      $9.42   $ 
March 31, 2016      $8.94   $ 
June 30, 2016      $8.79   $ 

 

(1) Commencement of offering on March 20, 2015.

 

 24 

 

 

The Company’s authorized stock consists of 198,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share.

 

The Board of Directors has the authority to suspend our continuous public offering at any time.

 

7. Dividends and Distributions

 

The Company intends to pay quarterly dividends to its common stockholders from its net income. Such dividends are accrued for and recorded on the pay-date. The amount to be paid out as a dividend is determined by the Board of Directors and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would be generally distributed at least annually. Through June 30, 2016, the Company paid the following dividends:

 

Rate per Share   Declaration Date   Record Date   Pay-Date
$0.1950   June 15, 2015   June 15, 2015   June 30, 2015
$0.2239   September 23, 2015   September 23, 2015   September 30, 2015
$0.4964   December 23, 2015   December 23, 2015   December 31, 2015
$0.1600   March 23, 2016   March 23, 2016   March 31, 2016
$0.1950   June 23, 2016   June 23, 2016   June 30, 2016

 

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board of Directors authorizes, and declares a cash dividend, the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The number of newly issued shares is determined on the pay-date by dividing the aggregate dollar amount of the distribution by the net asset value per share as determined on or as of the applicable pay-date. For the six months ended June 30, 2016, the Company issued 14,616 shares under the dividend reinvestment plan.

 

8. Earnings per Share

 

In accordance with the provisions of ASC Topic 260 – Earnings Per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

 

The following information sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2016 and for the three and six months ended June 30, 2015.

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
   2016   2015   2016   2015 
Numerator for basic and diluted earnings per share - increase (decrease) in net assets from operations  $1,014,488   $4,545,179   $(6,536,645)  $1,558,691 
Denominator for basic and diluted earnings per share - weighted average shares outstanding   23,462,998    23,237,559    23,459,524    22,783,342 
Basic and diluted earnings per share  $0.04   $0.20   $(0.28)  $0.07 

 

Diluted earnings per share equal basic earnings per share because there were no common stock equivalents outstanding during the periods presented.

 

 25 

 

 

9. Organization Costs and Offering Costs

 

Organization costs are expensed as incurred by the Company.

 

The Adviser bears all operating and overhead expenses incurred in connection with the management of the Company with regard to the salaries and wages of the Adviser’s officers and employees attributable to the Company.

 

Offering costs are borne by the Company and charged as an expense over a 12-month period up to a maximum amount of $1.5 million upon receipt of a formal commitment of external capital. Any offering costs in excess of $1.5 million will be borne by the Adviser, without reimbursement from us. On March 31, 2015, the Company received formal commitment of external capital.

 

10. Revolving Credit Facility

 

The Company entered into a senior secured revolving credit agreement (the “Credit Agreement”) on October 31, 2014 with Capital One, N.A., as administrator and various lenders under which the Company could borrow an aggregate principal amount of $75 million (the “Facility Amount”) for the financing of investments. On January 14, 2015, pursuant to the terms of the Credit Agreement, the Company increased the Facility Amount to $125 million. On April 2, 2015 and July 7, 2015, the Company further increased the Facility Amount to $230 million in total. As of June 30, 2016, the Credit Agreement provided for borrowings in the aggregate amount of $230 million, with an accordion feature permitting the Company to seek an increase of the Facility Amount of up to $300 million, subject to certain conditions. The senior secured revolving credit facility under the Credit Agreement is referred to herein as the “Revolving Credit Facility”. Interest is charged at the 3 month LIBOR rate, plus 2.75%. The interest rate, year to date, has ranged from 3.02% to 3.37% (average 3.26%). The Company shall pay to the lender a structuring fee equal to 0.25% of the Facility Amount. The Company will also pay to the lender a commitment fee equal to 0.75% of the commitment provided by the lender. The Credit Agreement is set to mature five years from the closing date of the senior secured revolving credit facility. As of June 30, 2016 and December 31, 2015, the Company had outstanding borrowings of $97,000,000 and $125,000,000, respectively. Costs of $2,237,500 were incurred in connection with obtaining and amending the Credit Agreement, which have been recorded as deferred financing costs on the statements of assets and liabilities and are being amortized into expense using the straight-line method over the life of the Credit Agreement.

 

Capitalized terms used in this Note 10, Revolving Credit Facility, but not defined herein, have the meaning assigned to them in the Credit Agreement.

 

The summary information of the Credit Agreement for the three and six months ended June 30, 2016 and June 30, 2015 are as follows:

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
   2016   2015   2016   2015 
Credit facility expenses  $   $   $   $119,926 
Interest expense   785,459    396,140    1,730,192    699,041 
Amortization on borrowings   118,171    100,862    236,340    164,224 
Line of credit administrative fees   25,000    25,000    50,000    50,000 
Unused line of credit fees   168,000    167,608    316,423    239,806 
Total Interest and Credit Facility Fees  $1,096,630   $689,610   $2,332,955   $1,272,997 
Weighted average interest rate   3.20%   2.93%   3.26%   2.95%
Average outstanding balance  $97,076,923   $53,450,549   $104,821,429   $47,143,646 

 

 26 

 

 

The Credit Agreement includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants requiring:

 

  i. Asset coverage ratio of no less than 2 to 1 on the last day of any fiscal quarter;
  ii. Interest Coverage Ratio to be less than 1.5 to 1.0 as of the last day of any fiscal quarter;
  iii. Leverage Ratio shall not to exceed 1.0 to 1.0 as of the last day of any fiscal quarter;
  iv. Total assets under management of no less than the sum of (i) 75% of the assets under management by the Borrower (by principal balance) as of the Effective Date and (ii) 75% of any equity raised by the Borrower after the Effective Date (other than proceeds of any distribution reinvestment plan used to redeem or repurchase Equity Interests of the Borrower); and
  v. The Net Worth shall be no less than the greater of (i) $150,000,000 or (ii) 75% of its initial capitalization on the Effective Date.

 

The Credit Agreement is secured by a first-priority security interest in all of the assets of the Company. Proceeds from borrowing may be used for general corporate purposes, including funding of portfolio investments.

 

11. Tax Information

 

The Company intends to elect to be treated for U.S. federal income tax purposes, and has qualified as a RIC under Subchapter M of the Code. So long as the Company continues to qualify as a RIC, it generally will not pay corporate-level U.S. federal income taxes or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions.

 

As of June 30, 2016 and December 31, 2015, the Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes were as follows:

 

   June 30, 2016
(Unaudited)
   December
31, 2015
 
Tax cost  $301,381,285   $350,616,136 
Gross unrealized appreciation  $79,139   $81,566 
Gross unrealized depreciation  $(6,777,085)  $(12,958,988)
Net unrealized investment appreciation on investments  $(6,697,946)  $(12,877,422)

 

As of December 31, 2015, the difference between U.S. GAAP-basis and tax-basis unrealized gains (losses) is primarily attributable to defaulted loans on accrual.

 

The Taxable Subsidiaries have elected to be taxable entities and are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities, where material, are reflected in the Company’s consolidated financial statements.

 

As of June 30, 2016, the Company, through one of the Taxable Subsidiaries, had a deferred tax asset of $570,584 pertaining to unrealized depreciation related to one of its investments. The deferred tax asset has been offset by valuation allowances of $570,584 for the deferred tax asset generated from unrealized depreciation. There were no deferred tax assets or liabilities as of December 31, 2015.

 

 27 

 

 

12. Market and Credit Risks

 

The Company’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The significant types of financial risks to which the Company is exposed are market risk and credit risk.

 

A. Market RiskMarket risk encompasses the potential for both losses and gains and includes interest rate risk and price risk. The Company’s market risk management strategy is driven by the Company’s investment objective.

 

i. Interest Rate Risk—The Company invests in fixed-income securities. Any change to the interest rates relevant for particular securities may result in the Adviser being unable to secure similar returns on the expiration of contracts or the sale of securities. In addition, changes to prevailing rates or changes in expectations of future rates may result in an increase or decrease in the value of the securities held. In general, if interest rates rise, the value of the debt securities will decline. A decline in interest rates will in general have the opposite effect.

 

ii. Price Risk—Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, or its issuer, or by any factor affecting financial instruments traded in the market. As the Company’s financial instruments are carried at fair value with fair value changes recognized in the statements of operations, all changes in market conditions will directly affect net assets.

 

B. Credit Risk—Credit risk is the risk that a counterparty to or an issuer of a financial instrument will cause a financial loss to the other party by failing to discharge an obligation.

 

Debt securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and are subject to price volatility due to factors such as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity. The Company may invest in non-investment grade and unrated securities. Non-investment grade debt securities have historically experienced greater default rates than investment grade securities.

 

 28 

 

 

13. Financial Highlights

 

The following is the financial highlights for a share of common stock outstanding during the six months ended June 30, 2016 and for the six months ended June 30, 2015.

 

   For the six
months ended 
June 30, 2016
(Unaudited)
   For the six
months ended 
June 30, 2015
(Unaudited)
 
Per Share Data:(1)          
Net asset value, beginning of period  $9.42   $10.23 
Net investment income (loss)   0.38    0.37 
Net realized/unrealized gains (losses)   (0.65)   (0.31)
Net increase (decrease) in net assets resulting from operations   (0.27)   0.06 
           
Dividend declared from:          
Net investment income   (0.36)   (0.20)
Net asset value, end of period  $8.79   $10.09 
Shares outstanding, end of period   23,468,463    23,275,299 
Total return(2)(3)   (2.92)%   0.54%
           
Ratio/Supplemental Data (all amounts in thousands except ratios):          
Net assets, end of period  $206,239   $234,916 
Average debt per share  $4.47   $2.03 
Ratio of total expenses to average net assets(4)   7.3%   5.1%
Ratio of net expenses to average net assets(4)   6.9%   4.8%
Ratio of net investment income to average net assets before waiver(4)   8.9%   7.8%
Ratio of net investment income to average net assets after waiver(4)   9.3%   8.1%
Ratio of interest expenses to average net assets(4)   2.2%   1.1%
Ratio of incentive fees to average net assets   1.0%   0.8%
Portfolio turnover(3)   5.8%   11.6%
Credit facility payable  $97,000   $107,000 
Asset coverage ratio(5)   3.13    3.20 

 

(1) The per share data is derived by using the weighted average shares outstanding during the applicable period.
(2) The total return is calculated by taking the increase or decrease in net assets value per share, adding distributions per share declared during the period, assuming distributions reinvestment prices based on the net asset value per share on ex-date, and dividing by the beginning net asset value per share.
(3) Not annualized.
(4) Annualized except for incentive fees and organization expense.
(5) Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

 

14. Commitments and Contingencies

 

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be estimated, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on the Adviser’s experience, the Company expects the risk of loss to be remote. As of June 30, 2016 and December 31, 2015, no accrual has been recorded for these indemnifications in the financial statements.

 

 29 

 

 

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draws, pursuant to which the Company may provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of June 30, 2016 and December 31, 2015, the Company had no unfunded uncommitted incremental capacity under loan and financing agreements.

 

15. Subsequent Events

 

In preparing the consolidated financial statements as of June 30, 2016, management considered the impact of subsequent events for potential recognition or disclosure in these consolidated financial statements through the release of the report. No such events requiring recognition or disclosure were identified through the date of the release of the report.

 

 30 

 

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Credit Suisse Park View BDC, Inc.:

 

We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Credit Suisse Park View BDC, Inc. (and subsidiaries) (the Company) as of December 31, 2015 and 2014 and the related consolidated statements of operations, changes in net assets and cash flows for the year ended December 31, 2015 and the period from September 5, 2014 (commencement of operations) to December 31, 2014. The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Credit Suisse Park View BDC, Inc. (and subsidiaries) as of December 31, 2015 and 2014, and the results of their operations, changes in their net assets and cash flows for the year ended December 31, 2015 and the period from September 5, 2014 (commencement of operations) to December 31, 2014 in conformity with U.S. generally accepted accounting principles.

 

/s/ KPMG LLP

 

New York, New York

March 1, 2016

 

 31 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 

   December 31 
   2015   2014 
Assets          
Investments at fair value:          
Non-controlled, non-affiliated investments (amortized cost of $332,480,856 and $250,602,765, respectively)  $322,112,255   $249,101,575 
Controlled, affiliated investments (amortized cost of $15,626,459 and $0, respectively)   15,626,459     
Total investments at fair value (amortized cost of $348,107,315 and $250,602,765, respectively)   337,738,714    249,101,575 
Cash   6,578,741    7,241,675 
Receivable for investments sold   155,023     
Interest receivable   2,044,017    1,263,781 
Due from Adviser (Note 9)       315,725 
Deferred financing costs (net of accumulated amortization of $425,564 and $25,000, respectively) (Note 10)   1,811,936    725,000 
Deferred offering costs   375,000     
Prepaid expenses and other assets   321,608    108,933 
Total assets  $349,025,039   $258,756,689 
Liabilities          
Revolving credit facility (Note 10)  $125,000,000   $30,000,000 
Management fee payable to affiliate (Note 5)   904,497    308,684 
Incentive fee payable to affiliate (Note 5)   1,133,783    1,345,194 
Interest payable (Note 10)   216,349    34,111 
Payable for organization and offering expenses       567,904 
Accrued expenses and other liabilities   796,600    358,443 
Total liabilities  $128,051,229   $32,614,336 
           
Commitments and Contingencies (Note 14)          
           
Net Assets          
Common stock, par value $0.01 per share (23,453,847 and 22,114,476 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively)  $234,538   $221,145 
Paid-in capital in excess of par value   242,272,590    220,923,614 
Accumulated net realized gain (loss)   (8,603,104)    
Undistributed (overdistributed) net investment income   (2,561,613)   6,498,784 
Net unrealized depreciation on investments   (10,368,601)   (1,501,190)
Total net assets  $220,973,810   $226,142,353 
Net asset value per share  $9.42   $10.23 

 

See accompanying notes to consolidated financial statements

 

 32 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the Year
Ended
December 31,
2015
   For the period
from September 5,
2014
(commencement
of operations) to
December 31,
2014
 
Investment Income:          
Interest income  $35,860,254   $9,421,173 
Other income   202,919    1,462,614 
Total investment income   36,063,173    10,883,787 
           
Expenses:          
Management fees (Note 5)   5,412,731    1,261,745 
Incentive fees (Note 5)   4,451,334    1,491,087 
Interest and credit facility fees (Note 10)   3,558,385    615,910 
Professional fees   1,116,300     
Offering costs   1,125,000     
Directors fees   76,000     
Organization expense   148,135    700,000 
Other expenses   797,757    496,510 
Total expenses   16,685,642    4,565,252 
Less management fee waived (Note 5)   (773,247)   (180,249)
Net expenses   15,912,395    4,385,003 
Net investment income   20,150,778    6,498,784 
           
Net realized and unrealized gains (losses) on investment transactions:          
Net realized gain (loss) from investments   (8,600,787)    
Net realized gain (loss) from foreign currency transactions   (4,087)    
Net change in unrealized appreciation (depreciation) from investments   (8,867,411)   (1,501,190)
Net realized/unrealized gains (losses)   (17,472,285)   (1,501,190)
Net increase in net assets resulting from operations  $2,678,493   $4,997,594 
           
Per share information (basic and diluted):          
Earnings per share (basic and diluted):  $0.11   $0.23 
Net investment income per share (basic and diluted):  $0.87   $0.29 
Weighted average shares outstanding:   23,083,190    22,114,476 

 

See accompanying notes to consolidated financial statements

 

 33 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

 

   For the Year
Ended
December 31,
2015
   For the period
from September 5,
2014
(commencement
of operations) to
December 31,
2014
 
Increase (decrease) in net assets resulting from operations:          
Net investment income  $20,150,778   $6,498,784 
Net realized gain (loss) on investments and foreign currency transactions   (8,604,874)    
Net change in unrealized appreciation (depreciation) from investments   (8,867,411)   (1,501,190)
Net increase in net assets resulting from operations   2,678,493    4,997,594 
           
Dividends to shareholders from:          
Net investment income   (21,389,140)    
Total dividends to shareholders   (21,389,140)    
           
Capital transactions:          
Issuance of common shares (1,304,599 and 22,114,476 shares, respectively)   13,204,000    221,144,759 
Issuance of common shares pursuant to dividend reinvestment plan (34,772 and 0 shares, respectively)   338,104     
Net increase in net assets resulting from capital transactions   13,542,104    221,144,759 
Total increase (decrease) in net assets   (5,168,543)    
Net assets at beginning of year/period   226,142,353     
Net assets at end of year/period (including undistributed (overdistributed) net investment income of $(2,561,613) and $6,498,784, respectively)  $220,973,810   $226,142,353 
Dividends declared per share:  $0.9153   $ 

 

See accompanying notes to consolidated financial statements

 

 34 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Year
Ended
December 31,
2015
   For the period
from September 5,
2014
(commencement
of operations) to
December 31,
2014
 
Cash flows from operating activities          
Net increase in net assets resulting from operations  $2,678,493   $4,997,594 
           
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:          
Purchases of investments, net   (241,643,717)   (283,981,762)
Paid-in-kind interest income   (1,765,386)   (343,095)
Proceeds from sales of investments, net   139,569,675    34,220,220 
Net realized (gain) loss on investments   8,600,787     
Net change in unrealized (appreciation) depreciation on investments   8,867,411    1,501,190 
Amortization of premium/accretion of discount on investments, net   (2,265,909)   (498,128)
Amortization of deferred financing costs   400,564    25,000 
           
(Increase) decrease in operating assets:          
Receivable for investments sold   (155,023)    
Interest receivable   (780,236)   (1,263,781)
Due from Adviser   315,725    (315,725)
Prepaid expenses and other assets   (212,675)   (108,933)
Deferred offering costs   (375,000)    
           
Increase (decrease) in outstanding liabilities:          
Management fee payable to affiliate   595,813    308,684 
Incentive fee payable to affiliate   (211,411)   1,345,194 
Interest payable   182,238    34,111 
Payable for organization and offering expenses   (567,904)   567,904 
Accrued expenses and other liabilities   438,157    358,443 
Net cash provided by (used in) operating activities   (86,353,398)   (243,153,084)
           
Cash flows from financing activities          
Issuance of common shares   13,204,000    221,144,759 
Borrowings on revolving credit facility   216,000,000    30,000,000 
Repayments of Revolving Credit Facility   (121,000,000)    
Financing costs   (1,462,500)   (750,000)
Dividends paid   (21,051,036)    
Net cash provided by (used in) financing activities   85,690,464    250,394,759 
Net increase (decrease) in cash   (662,934)   7,241,675 
Cash and cash equivalents at beginning of year/period   7,241,675     
Cash and cash equivalents at end of year/period  $6,578,741   $7,241,675 
           
Supplemental disclosure of cash flow information:          
Cash paid during the year/period for interest  $2,223,652   $36,213 
           
Non-Cash financing activities:          
Issuance of common shares in connection with dividend reinvestment plan  $338,104   $ 

 

See accompanying notes to consolidated financial statements

 

 35 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS

 

DECEMBER 31, 2015

 

 

Company *(#)  Industry 

Interest

Rate (2)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount (3)
   Amortized
Cost (4)
   Fair Value 
Senior Secured Loans - 147.40%                     
                            
First Lien/Senior Secured Loans - 79.78%                     
                            
Adams Publishing Group, LLC  Media: Advertising, Printing & Publishing 

L + 6.75% (7.75%)

(1.00% floor)

  11/9/2015  11/3/2020  $4,875,000   $4,780,153   $4,777,500 
American Clinical Solutions LLC  Healthcare & Pharmaceuticals 

L + 9.50% (10.50%)

(1.00% floor)

  6/11/2015  6/11/2020   9,750,000    9,616,403    9,603,750 
CF Entertainment Inc.  Media: Diversified & Production 

L+ 11.00% (12.00)%

(1.00% floor)

  9/5/2014  6/26/2020   17,268,750    17,132,209    17,096,063 
Dodge Data & Analytics, LLC / Skyline Data News and Analytics, LLC  Construction & Building 

L + 8.75% (9.75%)

(1.00% floor)

  11/4/2014  10/31/2019   10,612,120    10,438,861    10,479,469 
Entrans International, LLC  Transportation: Cargo 

L + 7.50% (8.50%)

(1.00% floor)

  6/22/2015  6/4/2020   14,812,500    14,677,184    13,923,750 
Gaming & Entertainment Management - Illinois LLC  Hotel, Gaming & Leisure 

L + 9.00% (10.00%)

(1.00% floor)

  5/22/2015  11/22/2020   16,003,448    15,962,491    16,003,448 
Homeland HealthCare, LLC(1)  Healthcare & Pharmaceuticals 

L + 7.00% (8.00%)

(1.00% floor)

  12/31/2015  1/5/2018   6,200,000    6,200,000    6,200,000 
Infinity Sales Group, LLC 

Services:

Business

  L + 10.50% (11.50%) (1.00% floor)  9/5/2014  11/21/2018   8,993,740    8,656,490    8,544,053 
KPC Health Care, Inc.  Healthcare & Pharmaceuticals  ABR(12) + 8.25% (11.75%)  8/28/2015  8/28/2020   10,723,259    10,494,895    10,481,985 
Labvantage Solutions Inc.  High Tech Industries 

L + 9.50% (10.50%)

(1.00% floor)

  12/29/2015  12/29/2020   5,000,000    4,900,107    4,900,000 
Labvantage Solutions Ltd.(13) (EUR)  High Tech Industries 

L + 9.50% (10.50%)

(1.00% floor)

  12/29/2015  12/29/2020  4,580,474    4,930,006    4,874,231 
Land Holdings I, LLC  Hotel, Gaming & Leisure  12.00%  6/17/2015  6/26/2019   10,000,000    10,000,000    10,000,000 
Lift Brands, Inc.  Services: Consumer 

L + 7.50% (8.50%)

(1.00% floor)

  5/19/2015  12/23/2019   9,806,452    9,763,361    9,757,419 
Petroflow Energy Corporation and TexOak Energy - Project 1C, LLC(5)  Energy: Oil & Gas  L + 8.00% (12.00%) (1.00% floor and 3.00% PIK)  9/5/2014  7/31/2017   15,684,886    15,364,043    10,383,597 
Sequoia Healthcare Management, LLC  Healthcare & Pharmaceuticals 

12.00% and

(4.00% PIK) (16.00%)

  9/5/2014  7/17/2019   6,915,076    6,811,709    6,776,775 
Spinal USA, Inc.  Healthcare & Pharmaceuticals 

L + 9.50% (10.50%)

(1.00% floor)

  1/22/2015  1/21/2020   12,375,000    12,375,000    12,375,000 

 

See accompanying notes to consolidated financial statements.

 

 36 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS (CONTINUED)

 

DECEMBER 31, 2015

 

 

Company *(#)  Industry 

Interest

Rate (2)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount (3)
   Amortized
Cost (4)
   Fair Value 
Senior Secured Loans - (continued) 147.40%                     
                            
First Lien/Senior Secured Loans - (continued) 79.78%                     
                            
Worley Claims Services, LLC 

Services:

Business

 

L + 8.00% (9.00%)

(1.00% floor)

  10/31/2014  10/31/2020  $20,320,087   $20,123,253   $20,116,886 
Total First Lien/Senior Secured Loans             $182,226,165   $176,293,926 
First Lien/Last-Out Unitranche - 49.13%                     

AbelConn, LLC / CBT

Technology, LLC / SIE

Computing Solutions, LLC(6)

  Aerospace & Defense 

L + 8.50% (9.50%)

(1.00% floor)

  9/5/2014  7/17/2019   23,681,313    23,352,987    23,286,168 
AMPORTS, Inc.(6)  Automotive 

L + 5.00% (6.00%)

(1.00% floor)

  9/5/2014  5/19/2020   19,100,000    19,100,000    19,100,000 

Evanta Ventures, Inc./ Sports

Leadership Institute, Inc.(6)

 

Services:

Business

 

L + 5.90% (6.90%)

(1.00% floor)

  12/23/2014  12/23/2019   15,200,000    15,012,086    14,972,000 
Forbes Media LLC(6)  Media: Advertising, Printing & Publishing 

L + 6.75% (7.75%)

(1.00% floor)

  9/12/2014  9/12/2019   15,000,000    14,795,661    14,762,282 
Ipsen International GmbH(6) (13)  Capital Equipment 

L + 8.00% (9.00%)

(1.00% floor)

  2/23/2015  9/30/2019   1,752,381    1,737,650    1,734,857 
Ipsen, Inc.(6)  Capital Equipment 

L+ 7.00% (8.00%)

(1.00% floor)

  2/23/2015  9/30/2019   8,095,238    8,027,357    8,014,286 
NWN Acquisition Holding Co LLC(6)  High Tech Industries 

L + 9.00% (10.00%)

(1.00% floor)

  10/16/2015  10/16/2020   17,390,625    17,055,779    17,042,812 
Speed Commerce Inc.(5) (6) (7)  High Tech Industries  16.5% PIK  11/21/2014  11/21/2019   12,546,438    12,451,534    8,782,507 
Speed Commerce Inc. (Tack-on)(5) (6) (7)  High Tech Industries  16.5% PIK  10/6/2015  11/21/2019   958,571    958,571    862,714 
Total First Lien/Last-Out Unitranche             $112,491,625   $108,557,626 
                            
Second Lien/Senior Secured Loans - 18.49%                     
                            
Conisus, LLC 

Services:

Business

  L + 10.25% (11.25%) (1.00% floor)  6/23/2015  6/23/2021  $11,750,000   $11,750,000   $11,750,000 
Encapsys, LLC  Chemicals, Plastics & Rubber  L + 10.00% (11.00%) (1.00% floor)  8/3/2015  3/3/2021   11,165,000    11,007,252    10,997,525 
Mississippi Sand, LLC  Metals & Mining  L + 10.00% (11.00%) (1.00% floor)  11/21/2014  11/21/2019   13,125,000    12,871,878    12,206,250 

 

See accompanying notes to consolidated financial statements.

 

 37 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS (CONTINUED)

 

DECEMBER 31, 2015

 

 

Company *(#)  Industry 

Interest

Rate (2)

  Acquisition
Date
  Maturity  Par/Unit/
Partnership
Interest
Amount (3)
   Amortized
Cost (4)
   Fair Value 
Senior Secured Loans - (continued) 147.40%                     
                            
Second Lien/Senior Secured Loans - (continued) 18.49%                     
                            
TouchTunes Interactive Networks, Inc  Hotel, Gaming & Leisure 

L + 8.25% (9.25%)

(1.00% floor)

  6/18/2015  5/29/2022  $6,000,000   $5,931,753   $5,910,000 
Total Second Lien/Senior Secured Loans                   $41,560,883   $40,863,775 
Total Senior Secured Loans                   $336,278,673   $325,715,327 
                            
Partnership Interest - 5.44%                           
                            
Encapsys, LLC (Class A Units)(8) (10)  Chemicals, Plastics & Rubber  Partnership Interest         10,000   $1,000,000   $1,000,000 
Homeland HealthCare, LLC(1) (8) (9)  Healthcare & Pharmaceuticals  Partnership Interest         750    9,426,459    9,426,459 
NSG Co-Invest (Bermuda) LP(8) (11) (13)  Consumer Goods: Non-Durable  Partnership Interest         1,521    1,053,380    1,248,125 
NS NWN Acquisition, LLC  High Tech Industries  Partnership Interest         346    348,803    348,803 
Total Partnership Interest                   $11,828,642   $12,023,387 
Total Investments                   $348,107,315   $337,738,714 

 

*Each of our investments or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Capital One, N.A. Branch (see Note 10).
(#)We generally acquire our investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Our investments are, therefore, generally subject to certain limitations on resale and may be deemed to be “restricted securities” under the Securities Act.
(1)Under the 1940 Act, the portfolio company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Transactions during the 12 months ended December 31, 2015 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company is as follows:

 

Company

  Type of Asset  Amount of
Interest
and Other
Income
   Beginning
Fair Value
December 31,
2014
   Gross
Additions (a)
   Gross
Reductions (b)
   Realized
Gain/
(Loss)
   Change in
Unrealized
Gain/
(Loss)
   Fair Value
December 31,
2015
 
Homeland HealthCare, LLC  First Lien/Senior Secured Loan      $9,454,080   $6,200,000   $9,454,080   $   $   $6,200,000 
Homeland HealthCare, LLC  Partnership Interest           9,426,459               $9,426,459 
Total Control Investments     $   $9,454,080   $15,626,459   $9,454,080   $   $   $15,626,459 

 

(a)Gross additions include increases in the cost basis of investments resulting from the December 30, 2015 restructuring of the portfolio company and the addition of partnership interest in the portfolio company.
(b)Gross reductions include decreases in the cost basis of investments resulting from the December 30, 2015 restructuring of the portfolio company.
(2)Current interest rate in effect as of December 31, 2015.
(3)Denominated in U.S. dollar unless otherwise noted.
(4)The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method. The tax cost of the Company’s investments as of December 31, 2015, approximates their amortized cost.

 

See accompanying notes to consolidated financial statements.

 

 38 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS (CONTINUED)

 

DECEMBER 31, 2015

 

 

(5)The investment was on non-accrual status as of December 31, 2015.
(6)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts as a result of an arrangement between the Company and other lenders in any syndication.
(7)The senior secured loan for Speed Commerce Inc. was amended on May 11, 2015 to include among other terms, the ability for the borrower to elect to pay interest in kind (PIK) at an annual rate of 16.5% through December 31, 2015.
(8)Non-income producing security.
(9)Homeland HealthCare, LLC is held through Clocktower Home, LLC, a wholly-owned taxable subsidiary.
(10)Encapsys, LLC is held through Clocktower Rise, LLC, a wholly-owned taxable subsidiary.
(11)NSG Co-Invest (Bermuda) LP is held through Clocktower North, LLC.
(12)ABR- Alternate Base Rate (3.5%)
(13)This portfolio company is a non-U.S. corporation and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time of such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

 

EUR-Euro; local currency investment denominated in Euros.

 

L-Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (“LIBOR”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, which reset periodically based on the terms of the loan agreement.

 

PIK-Payment In-Kind

 

See accompanying notes to consolidated financial statements.

 

 39 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS

 

DECEMBER 31, 2014

 

 

Company(1)(#)  Industry  Type of Investment  Interest
Rate(2)
   Maturity  Par / Unit /
Partnership
Interest Amount
   Amortized
Cost(3)
   Fair Value   % of Net
Assets
 
Senior Secured Loans - 109.51%                            
AbelConn, LLC / CBT Technology, LLC / SIE Computing Solutions, LLC  Aerospace & Defense  Senior Secured Unitranche – Term Loan A – Floating LIBOR + 8.50% (1.00% floor)   9.50%  7/17/2019  $18,250,000   $17,990,688   $17,976,250    7.95%
      Senior Secured Unitranche – Term Loan B – Floating LIBOR + 2.50% (1.00% floor)   3.50%  7/17/2019   122,813    121,088    120,970    0.05%
Affirmative Insurance Holdings, Inc.(7)  Banking, Finance, Insurance & Real Estate  Senior Secured Term Loan – First Lien – Floating LIBOR + 9.25% (1.25% floor)   10.50%  3/30/2016   14,250,000    13,961,412    13,893,750    6.14%
AMPORTS, Inc.(4)  Automotive  Senior Secured Unitranche – Term Loan – Floating LIBOR + 5.00% (1.00% floor)   6.00%  5/19/2020   19,052,250    19,052,250    19,052,250    8.42%
CF Entertainment Inc.  Media: Diversified & Production  Senior Secured Term Loan – First Lien – Floating LIBOR + 7.50% (1.00% floor)   8.50%  6/26/2019   14,925,000    14,784,414    14,775,750    6.53%
Dodge Data & Analytics, LLC / Skyline Data News and Analytics, LLC  Construction & Building  Senior Secured Term Loan – First Lien – Floating LIBOR + 8.75% (1.00% floor)   9.75%  10/31/2019   12,000,000    11,766,334    11,760,000    5.20%
Evanta Ventures, Inc. / Sports Leadership Institute, Inc.(4)  Services: Business  Senior Secured Unitranche – Term Loan – Floating LIBOR + 5.90% (1.00% floor)   6.90%  12/22/2019   15,200,000    14,973,002    14,972,000    6.62%
FC Operating, LLC  Retail  Senior Secured Term Loan – First Lien – Floating LIBOR + 10.75% (1.25% floor)   12.00%  11/14/2017   11,250,000    9,791,071    9,112,500    4.03%
Forbes Media, LLC(4)  Media: Advertising, Printing & Publishing  Senior Secured Unitranche – Term Loan – Floating LIBOR + 6.75% (1.00% floor)   7.75%  9/12/2019   15,000,000    14,857,724    14,850,000    6.57%
Homeland HealthCare, Inc.  Healthcare & Pharmaceuticals  Senior Secured Term Loan – (5) First Lien – Fixed 15.00% PIK   15.00%(6)  8/28/2016   12,278,026    9,452,203    9,454,080    4.18%
Infinity Sales Group, LLC  Services: Business  Senior Secured Term Loan – First Lien – Floating LIBOR + 10.50% (1.00% floor)   11.50%  11/21/2018   10,000,000    9,528,941    9,350,000    4.13%
Mississippi Sand, LLC  Metals & Mining  Senior Secured Term Loan – Second Lien – Floating LIBOR + 10.00% (1.00% floor)   11.00%  11/21/2019   14,625,000    14,290,466    14,284,238    6.33%
New Standard Energy Texas LLC  Energy: Oil & Gas  Senior Secured Term Loan – First Lien – Fixed 13.00%   13.00%  11/28/2016   6,106,218    5,351,467    5,404,003    2.39%
North Technology Group, LLC / North Sails Europe B.V.(4)  Consumer Goods: Non-Durable  Senior Secured Unitranche – Term Loan – Floating LIBOR + 6.50% (1.25% floor)   7.75%  3/5/2019   20,000,000    20,000,000    20,000,000    8.84%
Nursery Supplies, Inc. / Sidco Associates, LLC / Summit Plastic Company and Janorpot, LLC(4)  Chemicals, Plastics, & Rubber  Senior Secured Unitranche – Term Loan – Floating LIBOR + 7.50% (1.00% floor)   8.50%  6/13/2018   15,475,548    15,475,548    15,475,548    6.84%

 

See accompanying notes to consolidated financial statements.

 

 40 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

SCHEDULE OF INVESTMENTS (CONTINUED)

 

DECEMBER 31, 2014

 

 

Company(1)(#)  Industry  Type of Investment  Interest
Rate(2)
   Maturity  Par / Unit /
Partnership
Interest Amount
   Amortized
Cost(3)
   Fair Value   % of Net
Assets
 
Senior Secured Loans - (continued) 109.51%                            
Petroflow Energy Corporation and TexOak Energy – Project 1C, LLC  Energy: Oil & Gas  Senior Secured Term Loan – First Lien – Floating LIBOR + 8.00% (1.00% floor) and 3.00% PIK   12.00%  7/31/2017  $15,192,227   $14,919,380   $14,736,460    6.53%
SCE Partners, LLC  Hotel, Gaming & Leisure  Senior Secured Term Loan – First Lien – Floating LIBOR + 7.25% (1.00% floor)   8.25%  8/14/2019   10,972,500    10,868,800    10,862,775    4.80%
Sequoia Healthcare Management, LLC  Healthcare & Pharmaceuticals  Senior Secured Term Loan – Fixed 12.00% and 4.00% PIK   16.00%  7/17/2019   7,451,736    7,312,155    7,302,701    3.23%
Speed Commerce Inc.(4)  High Tech Industries  Senior Secured Unitranche – Term Loan – Floating LIBOR + 7.50% (1.00% floor)   8.50%  11/21/2019   11,000,000    10,892,456    10,890,000    4.82%
Worley Claims Services, LLC  Services: Business  Senior Secured Term Loan – First Lien – Floating LIBOR + 8.00% (1.00% floor)   9.00%  10/31/2020   13,500,000    13,368,421    13,365,000    5.91%
Total Senior Secured Loans               $248,757,820   $247,638,275    109.51%
Partnership Interest – 0.44%                            
NSG Co-Invest (Bermuda) LP  Consumer Goods: Non-Durable  Partnership Interest(5)           1,441   $998,300   $998,300    0.44%
Royalty Interest – 0.20%                            
New Standard Energy Texas LLC  Energy: Oil & Gas  Royalty Interest               $846,645   $465,000    0.20%
Other – 0.00%                            
Endeavour International Corporation  Energy: Oil & Gas  Warrants Expiring on 4/30/18(5)           400,000   $   $    0.00%
Total                     $250,602,765   $249,101,575    110.15%

 

(#) We generally acquire our investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Our investments are therefore generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
(1) All of the Company’s investments are domiciled in the United States. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Company would “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company. As of December 31, 2014, the Company does not “control” any of the portfolio companies nor were any of the portfolio companies deemed to be “affiliates”. Certain portfolio company investments are subject to contractual restrictions on sales.
(2) Current interest rate in effect as of December 31, 2014.
(3) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4) In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts as a result of an arrangement between the Company and other lenders in any syndication.
(5) Non-income producing.
(6) The senior secured loan for Homeland HealthCare, Inc. was amended on June 27, 2014 to include among other terms, the ability for the borrower to elect to pay interest in kind (PIK) at an annual rate of 15% through December 31, 2014.
(7) The investment is not a qualifying asset under Section 55(a) Investment Company Act of 1940, as amended.

 

PIK - Payment In-Kind

 

See accompanying notes to consolidated financial statements.

 

 41 

 

 

CREDIT SUISSE PARK VIEW BDC, INC.

 

Notes to Consolidated Financial Statements

December 31, 2015

 

1. Organization

 

Credit Suisse Park View BDC, Inc. (the “Company”) was initially organized as Credit Suisse Corporate Credit Solutions, LLC, a single member Delaware limited liability company, on August 5, 2014 and commenced operations on September 5, 2014 with Credit Suisse Alternative Capital, LLC (“CSAC”), an indirect, wholly-owned subsidiary of Credit Suisse Group AG (“Credit Suisse”) as its sole member. On January 30, 2015, the Company converted to a Maryland corporation and changed its name to Credit Suisse Park View BDC, Inc. (the “Conversion”). On February 2, 2015, the Company elected to be regulated as a business development company (“BDC”) under the U.S. Securities and Exchange Commission’s (“SEC”) Investment Company Act of 1940, as amended (the “1940 Act”).

 

In connection with the Conversion, all common units were converted to common shares at a ratio of 1.0 common share to 1.0 unit. Accordingly, earnings and other per unit data in the accompanying consolidated financial statements and related notes give retroactive effect to the Conversion.

 

The Company was formed primarily to lend to and selectively invest in middle market companies in the United States. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation through debt and equity investments. The Company invests in secured debt (including first and second lien senior loans), unsecured debt (including mezzanine debt), and to a lesser extent, equity securities of middle-market U.S. companies.

 

On August 4, 2015, the Company formed Clocktower Home, LLC, Clocktower Rise, LLC and Clocktower North, LLC as wholly-owned subsidiaries for tax purposes. These subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. The financial statements of these entities are consolidated into the financial statements of the Company. All significant intercompany balances and transactions have been eliminated through consolidation.

 

Credit Suisse Asset Management, LLC (“CSAM” or the “Adviser”), an indirect, wholly-owned subsidiary of Credit Suisse, is the investment advisor of the Company. CSAM is a registered investment adviser under the Advisers Act of 1940, as amended.

 

As a BDC, the Company is required to comply with certain regulatory requirements. For instance, as a BDC, the Company must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of total assets are qualifying assets. Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private operating companies, operating companies whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized and with their principal of business in the United States.

 

2. Significant Accounting Policies

 

Basis of Presentation

The accompanying consolidated financial statements are expressed in United States dollars and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. The Company is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such amounts could differ from those estimates and such differences could be material. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included.

 

 42 

 

 

Consolidation

In accordance with Regulation S-X Article 6.03 and ASC Topic 810 - Consolidation, the Company generally will not consolidate its interest in any operating company other than in investment company subsidiaries, certain financing subsidiaries, and controlled operating companies substantially all of whose business consists of providing services to the Company.

 

Investment Transactions

The Company records investment transactions purchased on a secondary basis on trade date. Loan originations are recorded on the date of the binding commitments, which is generally the funding date. Investments purchased on a when-issued or delayed delivery basis may settle a month or more from the trade date. Such investments are subject to market fluctuations during this period.

 

Investments

The Company carries its investments at fair value. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value by the investment committee of the Adviser and approved by the Board of Directors.

 

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See note 4 “Fair Value Measurements.”

 

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

 

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:

 

The Company’s valuation process will begin with each portfolio company or investment being valued preliminarily by the Adviser with such valuation taking into account the financial performance of the portfolio company or investment, feedback from management on the portfolio company’s operations, general market conditions and other factors. This preliminary valuation conclusion will then be submitted on a quarterly basis to an independent valuation firm engaged by the Board of Directors to provide an opinion on a final range of values for each portfolio company or investment;

 

once preliminary valuations have been reviewed and vetted, they will be submitted to the Adviser’s valuation committee for discussion and final documentation;

 

the valuation committee will review these valuations, and, if applicable, will respond and supplement the preliminary valuation to reflect any of their comments; and

 

the Adviser will present the valuation committee’s recommendations to the Board of Directors for its review and approval.

 

 43 

 

 

Fiscal Year End

The Company’s fiscal year ends on December 31.

 

Interest Income Recognition

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.

 

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are made current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

 

Some of our investments may have contractual payment in kind (“PIK”) interest. PIK interest computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is reversed from the related receivable through interest income, respectively. The Company does not reverse previously capitalized PIK interest. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized.

 

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to our portfolio companies.

 

In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the life of the investment using the effective interest method.

 

Dividend income, if any, is recognized on an accrual basis to the extent the Company expects to collect such amount.

 

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties.

 

 44 

 

 

The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized.

 

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third-parties, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The cost of successfully completed investments not otherwise reimbursed are borne by the Company and included as a component of the investment’s cost basis. Subsequent to closing, investments are recorded at fair value at each reporting period.

 

Cash advances received in respect of transaction-related expenses are recorded as cash and cash equivalents with an offset to other liabilities or payables to affiliates. Other liabilities or payables to affiliates are relieved as reimbursable expenses are incurred.

 

Financial and Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value through current period earnings.

 

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s volume of derivative trading activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management policies. The number of warrants as listed on the Schedule of Investments is an indication of the average open contracts held through the period.

 

Cash and Cash Equivalents

Cash and cash equivalents may consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits its cash and cash equivalents with a highly-rated banking institution and at times, cash deposits may exceed the insured limits under applicable laws.

 

Deferred Financing Costs

Financing costs for the Credit Agreement (as defined in note 10) are capitalized and amortized over the life of the related debt instrument using the straight-line method.

 

Income Taxes

The Company intends to elect to be treated, and has qualified, as a RIC, for the taxable year ending December 31, 2015. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the financial statements of the Company. The tax characteristics of all distributions will be reported to shareholders on Form 1099 after the end of the calendar year.

 

Prior to January 30, 2015, the Company was a disregarded entity for Federal income tax purposes. Accordingly, no provision for federal, state or local income taxes has been provided. The non-managing member of the Company is liable for income taxes, if any, on its share of the Company’s taxable income.

 

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The Adviser evaluates tax positions taken or expected to be taken in the course of preparing the Company’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Company level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current year. The Adviser’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Company has concluded that it does not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 for the current year.

 

3. Investments

 

Investments consisted of the following:

 

   December 31, 2015 
Investment Type  Cost   Fair Value 
First Lien/Senior Secured Loans(1)  $182,226,165   $176,293,926 
First Lien/Last-Out Unitranche(1)   112,491,625    108,557,626 
Second Lien/Senior Secured Loans(1)   41,560,883    40,863,775 
Partnership Interest   11,828,642    12,023,387 
Total Investments  $348,107,315   $337,738,714 

 

(1) Included in Senior Secured Loans as of December 31, 2014.

 

   December 31, 2014 
Investment Type  Cost   Fair Value 
Senior Secured Loans  $248,757,820   $247,638,275 
Partnership Interest   998,300    998,300 
Royalty Interest   846,645    465,000 
Total Investments  $250,602,765   $249,101,575 

 

The industry composition of the portfolio at fair value was as follows:

 

Industry  December 31, 2015 
Aerospace & Defense   6.90%
Automotive   5.66 
Capital Equipment   2.89 
Chemicals, Plastics & Rubber   3.55 
Construction & Building   3.10 
Consumer Goods: Non-Durable   0.37 
Energy: Oil & Gas   3.07 
Healthcare & Pharmaceuticals   16.24 
High Tech Industries   10.90 
Hotel, Gaming & Leisure   9.45 
Media: Advertising, Printing & Publishing   5.79 
Media: Diversified & Production   5.06 
Metals & Mining   3.61 
Services: Business   16.40 
Services: Consumer   2.89 
Transportation: Cargo   4.12 
Total   100.00%

 

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Industry  December 31, 2014 
Aerospace & Defense   7.26%
Automotive   7.65 
Banking, Finance, Insurance, & Real Estate   5.58 
Capital Equipment   - 
Chemicals, Plastics, & Rubber   6.21 
Construction & Building   4.72 
Consumer Goods: Non-Durable   8.43 
Energy: Oil & Gas   8.28 
Healthcare & Pharmaceuticals   6.73 
High Tech Industries   4.37 
Hotel, Gaming, & Leisure   4.36 
Media: Advertising, Printing, & Publishing   5.96 
Media: Diversified & Production   5.93 
Metals & Mining   5.73 
Retail   3.66 
Services: Business   15.13 
Total   100.00%

 

4. Fair Value Measurements

 

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, mergers and acquisitions comparables and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.

 

The Company follows ASC 820, Fair Value Measurement, (“ASC 820”) for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:

 

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2—Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.

 

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Level 3—Valuations based on significant inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

 

In addition to using the above inputs in investment valuations, the Company employs the valuation policy approved by the Board of Directors that is consistent with ASC 820 (see note 2). Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which the Company’s investments are trading, in determining in good faith, fair value.

 

The following table presents the fair value measurements of the Company’s total investments, by major class according to the fair value hierarchy, as of December 31, 2015 and December 31, 2014:

 

Fair Value Hierarchy at December 31, 2015

 

Investment Type  Level 1   Level 2   Level 3   Total 
First Lien/Senior Secured Loans (1)  $-   $-   $176,293,926   $176,293,926 
First Lien/Last-Out Unitranche (1)   -    -    108,557,626    108,557,626 
Second Lien/Senior Secured Loans (1)   -    5,910,000    34,953,775    40,863,775 
Partnership Interest   -    -    12,023,387    12,023,387 
Total  $-   $5,910,000   $331,828,714   $337,738,714 

 

(1)  Included in Senior Secured Loans as of December 31, 2014.

 

Fair Value Hierarchy at December 31, 2014

 

Investment Type  Level 1   Level 2   Level 3   Total 
Senior Secured Loans  $-   $-   $247,638,275   $247,638,275 
Partnership Interest   -    -    998,300    998,300 
Royalty Interest   -    -    465,000    465,000 
Total  $-   $-   $249,101,575   $249,101,575 

 

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The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value for the year ended December 31, 2015:

 

For the Year Ended December 31, 2015

 

  

First Lien/Senior
Secured

Loans (1)

   First Lien/Last-
Out Unitranche (1)
  

Second

Lien/Senior
Secured

Loans (1)

   Partnership
Interest
   Other   Total 
Balance as of December 31, 2014  $120,017,019   $113,337,018   $14,284,238   $998,300   $465,000   $249,101,575 
Purchase of investments, net   153,002,183    48,981,143    22,747,525    10,985,366    -    235,716,217 
Proceeds from sales of investments, net   (87,133,597)   (50,781,054)   (1,500,000)   (155,024)   -    (139,569,675)
Interest-income paid-in-kind investments   1,004,662    760,724    -    -    -    1,765.386 
Amortization of premium/accretion of discount on investments, net   2,000,241    170,276    91,139    -    -    2,261,656 
Net realized gain/(loss) on investments   (7,751,922)   (2,220)   -    -    (846,645)   (8,600,787)
Net change in unrealized appreciation (depreciation) on investments   (4,844,660)   (3,908,261)   (669,127)   194,745    381,645    (8,845,658)
Balance as of December 31, 2015  $176,293,926   $108,557,626   $34,953,775   $12,023,387   $-   $331,828,714 
Net change in unrealized appreciation (depreciation) from level 3 investments still held as of December 31, 2015  $(5,563,967)  $(3,908,592)  $(669,765)  $194,745   $-   $(9,947,579)

 

(1) Beginning balance included in Senior Secured Loans as of December 31, 2014.

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value for period from September 5, 2014 (commencement of operations) to December 31, 2014:

 

For the period from September 5, 2014 (commencement of operations) to December 31, 2014

 

  

Senior Secured

Loans

   Partnership Interest   Royalty Interest  

Term

Loan

   Total 
Balance as of September 5, 2014  $-   $-   $-   $-   $- 
Purchase of investments, net   271,720,150    998,300    846,645    10,416,667    283,981,762 
Proceeds from sales of investments, net   (23,803,553)   -    -    (10,416,667)   (34,220,220)
Interest-income paid-in-kind
investments
   343,095    -    -    -    343,095 
Amortization of premium/accretion of discount on investments, net   498,128    -    -    -    498,128 
Net change in unrealized appreciation (depreciation) on investments   (1,119,545)   -    (381,645)   -    (1,501,190)
Balance as of December 31, 2014  $247,638,275   $998,300   $465,000   $-   $249,101,575 
Net change in unrealized depreciation from level 3 investments still held as of December 31, 2014  $(1,119,545)  $-   $(381,645)  $-   $(1,501,190)

 

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The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determination of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.

 

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 investments primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values and EBITDA multiplies of similar companies and comparable market transactions for equity services.

 

For the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014, there were no transfers in or out of Level 1, Level 2, or Level 3. The Company recognizes transfers between levels at the beginning of the period.

 

The following table shows the composition of the Company’s portfolio by unobservable inputs used to value the Company’s Level 3 investments and liabilities at December 31, 2015 and December 31, 2014. The table presents the ranges of significant unobservable inputs used to value the Company’s Level 3 investments and liabilities. These ranges represent the significant unobservable inputs that were used in the valuation of each type of Level 3 investment. The ranges of these inputs are not representative of the appropriate inputs to use when calculating the fair value of any one Level 3 investment:

 

Level 3 Unobservable inputs at December 31, 2015

 

Investment Type 

Fair Value at

December 31, 2015

    Valuation Methodology    Unobservable Inputs   

Range

(Weighted Average)

    Impact to
Valuation from an
increase to input
First Lien/Senior Secured Loans (1)  $176,293,926   Income Approach  Market Yield  8.00% - 18.39% (12.05%)  Decrease
First Lien/Last-Out Unitranche (1)   108,557,626   Income Approach  Market Yield  9.09% - 13.21% (10.90%)  Decrease
Second Lien/Senior Secured Loans (1)   34,953,775   Income Approach  Market Yield  11.24% - 15.56% (13.25%)  Decrease
Partnership Interest   12,023,387   Market Approach  LTM EBITDA  N/A  N/A
Total  $331,828,714             

 

(1) Included in Senior Secured Loans as of December 31, 2014.

 

Level 3 Unobservable inputs at December 31, 2014

 

Investment Type  Fair Value at
December 31, 2014
   Valuation Methodology    Unobservable Inputs   

Range

(Weighted Average)

   

Impact to

Valuation from an
increase to input

Senior Secured Loans  $247,638,275   Income Approach  Market Yield  9.10% - 34.68% (13.92%)  Decrease
Partnership Interest   998,300   Market Approach  LTM EBITDA  N/A  N/A
Royalty Interest   465,000   Income Approach  Market Yield  18.00%  Decrease
Other   -   Recovery Value  Recovery Percentage  0.00%  N/A
Total  $249,101,575             

 

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Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, could result in a significantly lower or higher fair value measurement for such investments.

 

Other Financial Instruments

Revolving Credit Facility: The fair value of the Company’s revolving credit facility, which is categorized as Level 3 within the ASC 820 fair value hierarchy as of December 31, 2015 and December 31, 2014, respectively, approximates its carrying value as the outstanding balance is callable at carrying value.

 

Other Financial Assets and Liabilities: The carrying amounts of the Company’s assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1, while the Company’s other financial assets and liabilities, other than investments at fair value and debt, are classified as Level 2.

 

5. Agreements and Related Party Transactions

 

Management Fee

On September 5, 2014, the Company entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Company’s investment program and related activities. The Advisory Agreement was subsequently amended on December 2, 2014.

 

For the period from September 5, 2014 through December 31, 2015, the management fee is payable monthly in arrears at an annual rate of 1.75% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchase with borrowed amounts) at the end of each of the two most recently completed calendar months. Thereafter, the management fee will be payable quarterly in arrears, at an annual rate of 1.75% of an amount equal to the average of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. However, until such time, if any, as the Company’s shares are listed on a national securities exchange (the “Listing”), the Adviser will waive its right to receive 0.25% of the Management Fee. The Adviser will not have the right to recover any amounts waived. Such fee waiver shall terminate if and when a listing occurs. After the listing of the Company’s common stock, the Management Fee will be payable quarterly in arrears at an annual rate of 1.75% of the Company’s average gross assets (including cash and cash equivalents and assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. For the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014, the Adviser earned $5,412,731 and $1,261,745 in Management Fees, respectively, net of $773,247 and $180,249, respectively, waived by the Adviser pursuant to the Advisory Agreement. The waiver of base management fees by the Adviser is permanent and not subject to recoupment by the Adviser. As of December 31, 2015 and December 31, 2014, $904,497 and $308,684, respectively, were payable to the Adviser.

 

Incentive Fees

The incentive fee (“Incentive Fee”) is calculated pursuant to the Advisory Agreement and consists of two parts, as follows:

 

Income-Based Component: Commencing with the quarter ended September 30, 2014, the Company pays the Adviser a quarterly Incentive Fee by reference to the Company’s aggregate pre-incentive fee net investment income, as adjusted, from the immediately preceding calendar quarter. The aggregate pre-incentive fee net investment income at the immediately preceding calendar quarter (the “Ordinary Income”), expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “performance threshold” of 1.75% per quarter (7% annualized). Pre-incentive fee net investment income is net of all Company fees and expenses, including the Management Fee but excluding any Incentive Fee paid.

 

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The Company pays the Adviser an Incentive Fee with respect to the Company’s ordinary income in each calendar quarter as follows:

 

a.no Incentive Fee in any calendar quarter in which the Company’s ordinary income does not exceed the performance threshold rate;
b.100% of the Company’s ordinary income with respect to that portion of such ordinary income, if any, that exceeds the performance threshold rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
c.20% of the amount of the Company’s ordinary income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).

 

These calculations are appropriately pro-rated for any period of less than three months and appropriately adjusted for any share issuances or repurchases during the current quarter.

 

For the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014, the Adviser earned $4,451,334 and $1,491,087, respectively, in Incentive Fees. As of December 31, 2015 and December 31, 2014, the Company has accrued incentive fees in the amount of $1,133,783 and $1,345,194, respectively.

 

Capital Gains-Based Component: At the end of each calendar year (or upon termination of the Advisory Agreement, as applicable) the Company will pay the Adviser, in arrears, an Incentive Fee equal to 20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, if any, in each case from the beginning of the annual period (defined below) until the end of such annual period. Unrealized capital gains are excluded from this calculation. Each period beginning on January 1 of each calendar year and ending on December 31 of the calendar year or, in the case of the Company’s first and last year, the appropriate portion thereof is referred to as an “Annual Period”. The capital gains-based Incentive Fee commenced with the 2014 annual period. For financial statement purposes, the second part of the incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. For the year ended December 31, 2015 no accrual was required.

 

Officers and Directors

Certain officers and a director of the Company are also officers and a director of Credit Suisse or its affiliates. These officers and director are paid no fees by the Company for serving as an officer or director of the Company.

 

For the year ended December 31, 2015, the independent directors of the Company received $76,000, in compensation for services as an independent director of the Company. For the period from September 5, 2014 (commencement of operations) to December 31, 2014, the independent directors of the Company did not receive compensation for services as an independent director of the Company.

 

Administration and Custodian Agreement

The Company has entered into a co-administration agreement with the Adviser and an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Adviser and/or the Administrator provides various accounting and administrative services to the Company. Administrative services may include maintenance of the Company’s books and records, processing of investor transactions, calculation of the net asset value and payments of the Company’s fees and expenses. To the extent that the Administrator outsources any of its functions, the Administrator will pay any compensation associated with such functions. The Administrator also serves as the Company’s custodian. For the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014, the Company incurred expenses for services provided by the Administrator of $534,223 and $126,583, respectively, and is included within Other expenses on the Consolidated Statements of Operations. As of December 31, 2015 and December 31, 2014, $191,629 and $33,231 remained payable, respectively, and is included within accrued expenses and other liabilities on the consolidated statements of assets and liabilities.

 

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Transfer Agent Fees

Effective with the Conversion, American Stock Transfer & Trust Company, LLC became the Company’s transfer agent, distribution paying agent and registrar.

 

As of December 31, 2015 and December 31, 2014, Credit Suisse Alternative Capital, LLC, an affiliate of Credit Suisse owned 94% and 100% of the Company, respectively.

 

6. Net Assets

 

On September 5, 2014, CSAC made an approximately $221.1 million capital contribution to the Company.

 

For the year ended December 31, 2015, the Company issued the following shares through its monthly subscription process:

 

Month  Shares Issued   Per Share Net Asset Value   Subscription 
March 31, 2015(1)   608,523   $10.09   $6,140,000 
April 30, 2015   449,754   $10.15   $4,565,000 
May 29, 2015   90,998   $10.22   $930,000 
June 30, 2015   4,361   $10.09   $44,000 
July 31, 2015   31,988   $10.16   $325,000 
August 31, 2015   4,888   $10.23   $50,000 
September 30, 2015   4,960   $10.08   $50,000 
October 31, 2015   109,127   $10.08   $1,100,000 
November 30, 2015   -   $10.01   $- 
December 31, 2015   -   $9.42   $- 

 

(1) Commencement of offering on March 20, 2015.

 

The Company’s authorized stock consists of 198,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share.

 

7. Dividends and Distributions

 

The Company intends to pay quarterly dividends to its common stockholders from its net income. Such dividends are accrued for and recorded on the ex-date. The amount to be paid out as a dividend is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would be generally distributed at least annually. For the year ended December 31, 2015, the Company paid the following dividends:

 

Rate per Share   Declaration Date  Record Date  Ex-Date  Pay-Date
$0.1950   June 15, 2015  June 15, 2015  June 30, 2015  June 30, 2015
$0.2239   September 23, 2015  September 23, 2015  September 30, 2015  September 30, 2015
$0.4964   December 23, 2015  December 23, 2015  December 31, 2015  December 31, 2015

 

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and declares a cash dividend, the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The number of newly issued shares is determined on the Pay-Date by dividing the aggregate dollar amount of the distribution by the net asset value per share as determined on or as of the applicable Pay-Date. For the year ended December 31, 2015, the Company issued 34,772 shares under the dividend reinvestment plan.

 

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8. Earnings per Share

 

In accordance with the provisions of ASC Topic 260 – Earnings Per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

 

The following information sets forth the computation of basic and diluted earnings per share for the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014.

 

   For the Years Ended
December 31,
 
   2015   2014(1) 
Numerator for basic and diluted earnings per share - increase in net assets from operations  $2,678,493   $4,997,594 
Denominator for basic and diluted earnings per share - weighted average shares outstanding   23,083,190    22,114,476 
Basic and diluted earnings per share  $0.12   $0.23 

 

(1) For the period from September 5, 2014 (commencement of operations) to December 31, 2014.

 

Diluted earnings per share equal basic earnings per share because there were no common stock equivalents outstanding during the periods presented.

 

9. Organization Costs and Offering Costs

 

Organization costs are expensed as incurred by the Company.

 

The Adviser bears all operating and overhead expenses incurred in connection with the management of the Company with regard to the salaries and wages of the Adviser’s officers and employees attributable to the Company.

 

Offering costs are borne by the Company and charged as an expense over a 12-month period up to a maximum amount of $1.5 million upon receipt of a formal commitment of external capital. Any offering costs in excess of $1.5 million will be borne by Credit Suisse. On March 31, 2015, the Company received formal commitment of external capital.

 

As of December 31, 2014, there was no formal commitment of external capital and, as such, no offering costs had been recorded by the Company. As of December 31, 2014, the Company has paid and established a due from Adviser account in the amount of $315,725 for reimbursement of offering costs.

 

10. Revolving Credit Facility

 

The Company entered into a senior secured revolving credit agreement (the “Credit Agreement”) on October 31, 2014 with Capital One, N.A., as administrator and various lenders under which the Company can borrow an aggregate principal amount of $75 million (the “Facility Amount”) for the financing of investments. On January 14, 2015, pursuant to the terms of the Credit Agreement the Company increased the Facility Amount to $125 million. On April 2, 2015 and July 7, 2015, the Company further increased the Facility Amount to $230 million in total. As of December 31, 2015 the Credit Agreement provided for borrowings in the aggregate amount of $230 million, with an accordion feature permitting the Company to seek an increase of the Facility Amount of up to $300 million, subject to certain conditions. The senior secured revolving credit facility under the Credit Agreement is referred to herein as the “Revolving Credit Facility”. Interest is charged at the 3 month LIBOR rate, plus 2.75%. The interest rate, year to date, has ranged from 2.92% to 3.17% (average 2.96%). The Company shall pay to the lender a structuring fee equal to 0.25% of the Facility Amount. The Company will also pay to the lender a commitment fee equal to 0.50% of the commitment provided by the lenders. The Credit Agreement is set to mature five years from the closing date of the facility. As of December 31, 2015 and December 31, 2014, the Company had outstanding borrowings of $125,000,000 and $30,000,000, respectively. Costs of $2,237,500 were incurred in connection with obtaining and amending the Credit Agreement, which have been recorded as deferred financing costs on the statements of assets and liabilities and are being amortized into expense using the straight-line method over the life of the Credit Agreement.

 

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Capitalized terms used but not defined herein have the meaning assigned to them in the Credit Agreement.

 

The summary information of the Revolving Credit Facility for the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014:

 

   For the Years Ended
December 31,
 
   2015   2014(1) 
Credit facility expenses  $128,956   $472,408 
Interest expense   2,389,650    61,189 
Amortization on borrowings   400,564    25,000 
Line of credit administrative fees   100,000    16,667 
Unused line of credit fees   539,215    40,646 
Total Interest and Credit Facility Fees  $3,558,385   $615,910 
Weighted average interest rate   2.95%   2.94%
Average outstanding balance  $79,768,493   $17,809,524 

 

(1) For the period from September 5, 2014 (commencement of operations) to December 31, 2014.

 

The Credit Agreement includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants requiring:

 

i.Asset coverage ratio of no less than 2 to 1 on the last day of any fiscal quarter;
ii.Interest Coverage Ratio to be less than 1.5 to 1.0 as of the last day of any fiscal quarter;
iii.Leverage Ratio shall not to exceed 1.0 to 1.0 as of the last day of any fiscal quarter;
iv.Total assets under management of no less than the sum of (i) 75% of the assets under management by the Borrower (by principal balance) as of the Effective Date and (ii) 75% of any equity raised by the Borrower after the Effective Date (other than proceeds of any distribution reinvestment plan used to redeem or repurchase Equity Interests of the Borrower); and
v.The Net Worth shall be no less than the greater of (i) $150,000,000 or (ii) 75% of its initial capitalization on the Effective Date.

 

The Revolving Credit Facility is secured by a first-priority security interest in all of the assets of the Company. Proceeds from borrowing may be used for general corporate purposes, including funding of portfolio investments.

 

11. Tax Information

 

Company intends to elect to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions.

 

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Prior to January 30, 2015, the Company did not pay any distributions. Accordingly, no information with regard to distributions during the year ended December 31, 2014 is provided.

 

The tax character of distributions during the year ended December 31, 2015 were as follows:

 

   Year Ended 
   December 31, 2015 
Distributions paid from:     
Ordinary Income  $21,389,140 
Net Long-Term Capital Gains   - 
Total Taxable Distributions  $21,389,140 

 

As of December 31, 2015, the components of Accumulated Earnings (Losses) on a tax-basis were as follows:

 

   December 31, 2015 
Undistributed Ordinary Income - net  $71,494 
Undistributed Long-Term Capital Gains   - 
Total Undistributed Earnings  $71,494 
Capital Loss Carryover  $(8,588,308)
Unrealized Earnings (Losses) - net  $(12,877,422)
Total Accumulated Earnings (Losses) - net  $(21,394,236)

 

As of December 31, 2015, the Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes were as follows:

 

   December 31, 2015 
Tax cost  $350,616,136 
Gross unrealized appreciation   81,566 
Gross unrealized depreciation   (12,958,988)
Net unrealized investment appreciation on investments  $(12,877,422)

 

The difference between GAAP-basis and tax-basis unrealized gains (losses) is primarily attributable to defaulted loans on accrual.

 

In order to present certain components of the Company’s capital accounts on a tax-basis, certain permanent reclassifications have been recorded to the Company’s accounts. These reclassifications have no impact on the net asset value of the Company.

 

   December 31, 2015 
Paid-in capital in excess of par  $7,820,265 
Accumulated undistributed net investment income  $(7,822,035)
Accumulated net realized gain  $1,770 

 

Clocktower Home, LLC, and Clocktower Rise, LLC have elected to be a taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit the Company to hold equity investments in portfolio companies that are “pass through” entities for tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements.

 

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12. Other Risks

 

The Company’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The significant types of financial risks to which the Company is exposed are market risk and credit risk.

 

A. Market RiskMarket risk encompasses the potential for both losses and gains and includes interest rate risk and price risk. The Company’s market risk management strategy is driven by the Company’s investment objective.

 

i. Interest Rate Risk—The Company invests in fixed income securities. Any change to the interest rates relevant for particular securities may result in the Adviser being unable to secure similar returns on the expiration of contracts or the sale of securities. In addition, changes to prevailing rates or changes in expectations of future rates may result in an increase or decrease in the value of the securities held. In general, if interest rates rise, the value of the debt securities will decline. A decline in interest rates will in general have the opposite effect.

 

ii. Price Risk—Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, or its issuer, or by any factor affecting financial instruments traded in the market. As the Company’s financial instruments are carried at fair value with fair value changes recognized in the statements of operations, all changes in market conditions will directly affect net assets.

 

B. Credit Risk—Credit risk is the risk that a counterparty to or an issuer of a financial instrument will cause a financial loss to the other party by failing to discharge an obligation.

 

Debt securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and are subject to price volatility due to factors such as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity. The Company may invest in non-investment grade and unrated securities. Non-investment grade debt securities have historically experienced greater default rates than investment grade securities.

 

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13. Financial Highlights

 

The following is the financial highlights for a share of common stock outstanding during the year ended December 31, 2015 and for the period from September 5, 2014 (commencement of operations) to December 31, 2014.

 

   For the year ended
December 31, 2015
   For the period from
September 5, 2014,
(commencement of
operations) to
December 31, 2014
 
Per Share Data:(1)          
Net asset value, beginning of year/period  $10.23   $10.00 
Net investment income (loss)   0.87    0.30 
Net realized/unrealized gains (losses)   (0.76)   (0.07)
Net increase (decrease) in net assets resulting from operations   0.11    0.23 
           
Dividend declared from:          
Net investment income   (0.92)    
Net asset value, end of year/period  $9.42   $10.23 
Shares outstanding, end of year/period   23,453,847    22,114,476 
Total return(2)   1.00%   2.30%(4)
           
Ratio/Supplemental Data (all amounts in thousands except ratios and per share amounts):          
Net assets, end of year or period  $220,974   $226,142 
Average debt per share  $3.40   $0.81 
Ratio of total expenses to average net assets   7.2%   4.0%(3)
Ratio of net expenses to average net assets   6.8%   3.2%(3)
Ratio of net investment income to average net assets before waiver   8.3%   11.3%(3)
Ratio of net investment income to average net assets after waiver   8.7%   11.0%(3)
Ratio of interest expenses to average net assets   1.5%   0.9%(3)
Ratio of incentive fees to average net assets   1.9%   0.7%
Portfolio turnover   46.5%   15.3%(4)
Credit facility payable  $125,000   $30,000 
Asset coverage ratio(5)   2.77    8.54 

 

(1) The per share data is derived by using the weighted average shares outstanding during the applicable period.
(2) The total return is calculated by taking the increase or decrease in net assets value per share, adding distributions per share declared during the period, assuming distributions reinvestment prices based on the net asset value per share on ex-date, and dividing by the beginning net asset value per share.
(3) Annualized except for incentive fees and organization expense.
(4) Not annualized.
(5) Asset coverage ratio is equal to (i) the sum of (a) net assets at the end of the period and (b) total debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period.

 

14. Commitments and Contingencies

 

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be estimated, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on the Adviser’s experience, the Company expects the risk of loss to be remote. On December 31, 2015 no accrual has been recorded for these indemnifications in the financial statements.

 

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The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draws, pursuant to which the Company may provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of December 31, 2015 and December 31, 2014, the Company had 0 and 1 unfunded uncommitted incremental capacity under loan and financing agreements, respectively.

 

   As of 
   December 31, 2015   December 31, 2014 
New Standard Energy Texas LLC  $-   $1,650,000 

 

15. New Accounting Pronouncements

 

On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. The ASU requires debt issuance costs to be presented on the balance sheet as a direct deduction from the debt liability. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015. The Company has reviewed the requirements and believes the adoption of this ASU will not have a material impact on the financial statements.

 

In May 2015, the FASB issued ASU No. 2015-07, “Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent)”. The guidance removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. Sufficient information must be provided to permit reconciliation of the fair value of assets categorized within the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. The guidance is required to be presented for annual periods beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is currently reviewing the requirements and believes the adoption of this ASU will not have a material impact on its financial statements.

 

16. Selected Quarterly Financial Data (unaudited)

 

The following are the quarterly results of operations for the year ended December 31, 2015, and December 31, 2014. The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

 

   Quarter Ended 
  

December 31,

2015

  

September 30,

2015

  

June 30,

2015

  

March 31,

2015

  

For the period from

September 5, 2014
(commencement of
operations) to

December 31, 2014

 
Total Investment Income  $9,262,780   $11,984,842   $8,093,182   $6,722,369   $10,883,787 
Net Investment Income   4,520,897    7,281,703    4,373,427    3,974,751    6,498,784 
Net Realized and Unrealized Gain (Loss)   (8,653,738)   (2,299,060)   171,752    (6,961,239)   (1,501,190)
Net Increase (Decrease) in Net Assets Resulting from Operations   (3,862,841)   4,982,643    4,545,179    (2,986,488)   4,997,594 
Basic and Diluted Earnings (Loss) per Common Share   (0.16)   0.21    0.20    (0.13)   0.23 
Net Asset Value per Common Share at End of Quarter   9.42    10.08    10.09    10.09    10.23 

 

17. Subsequent Events

 

In preparing the consolidated financial statements as of December 31, 2015, management considered the impact of subsequent events for potential recognition or disclosure in these consolidated financial statements through the release of the report. No such events requiring recognition or disclosure were identified through the date of the release of the report.

 

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Consent of Independent Registered Public Accounting Firm

 

The Board of Directors
Credit Suisse Park View BDC, Inc.:

 

We consent to the use of our report dated March 1, 2016 in the Prospectus Supplement No. 6 (No. 333-203683) on Form 497 of CĪON Investment Corporation, with respect to the consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Credit Suisse Park View BDC, Inc. (and subsidiaries) as of December 31, 2015 and 2014 and the related consolidated statements of operations, changes in net assets and cash flows for the year ended December 31, 2015 and the period from September 5, 2014 (commencement of operations) to December 31, 2014, which report appears in the Prospectus Supplement of CĪON Investment Corporation.

   

/s/ KPMG LLP

 

New York, New York
September 30, 2016

 

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