UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K10-K/A
(Amendment No. 1)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00841814-00757
FS Energy and Power Fund
(Exact name of registrant as specified in its charter)
Delaware | 27-6822130 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification | |||
201 Rouse Boulevard Philadelphia, Pennsylvania | 19112 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares of Beneficial Interest,Stock, par value
$0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitionthe definitions of “accelerated“large accelerated filer,” “large accelerated“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||
Emerging | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There is no established market for the Registrant’s common shares of beneficial interest. The Registrant closed the public offering of its common shares in November 2016. Since the registrant closed its public offering, it has continued to issue shares pursuant to its distribution reinvestment plan. The most recent price at which the registrant has issued shares pursuant to the distribution reinvestment plan was $3.30$4.00 per share.
There were 441,638,829447,523,876.779 shares of the Registrant’s common shares of beneficial interest outstanding as of March 10, 2021.
Documents Incorporated by Reference
None.
Explanatory Note
FS Energy and Power Fund or the Company,(the “Company”), which may also be referred to as “we,” “us” or “our,” was organized in September 2010is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2021, as originally filed with the Securities and commenced investment operations in July 2011. We are an externally managed, non-diversified, closed-end management investment company that has electedExchange Commission (the “SEC”) on March 11, 2022 (the “Original Report”). The purpose of this Amendment is to include Part III information, which was to be regulatedincorporated by reference by this Amendment in reliance on General Instruction G(3) to Form 10-K. This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of new Exhibits 31.1 and 31.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as aamended (the “Exchange Act”). In addition, the cover page has been updated and amended.
The Amendment does not affect any other items in the Original Report, including the Company’s financial statements and the notes to the financial statements. Except as otherwise indicated, the Amendment speaks as of the date of the Original Report and reflects only the changes discussed above. Accordingly, this Amendment should be read in conjunction with the Original Report.
FS ENERGY AND POWER FUND
FORM 10-K/A FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2021
Page | ||||
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 1 | |||
7 | ||||
8 | ||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE | 11 | |||
14 | ||||
16 | ||||
16 | ||||
17 |
Item 10. | Trustees, Executive Officers and Corporate Governance. |
Board of Trustees
The role of the Company’s board of trustees (the “Board”) is to provide general oversight of the Company’s business development company, or BDC, underaffairs and to exercise all of the Company’s powers except those reserved for the shareholders. The responsibilities of the Board also include, among other things, the oversight of the Company’s investment activities, the quarterly valuation of the Company’s assets, oversight of the Company’s financing arrangements and corporate governance activities.
The Board is currently comprised of eight trustees, six of whom are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended or the 1940 Act. In addition, we have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually, as a regulated investment company, or RIC, under Subchapter M(the “1940 Act”) of the Internal Revenue Code of 1986, as amended,Company or the Code. As of December 31, 2020, we had total assets of approximately $2.4 billion.
Trustees
Information regarding the Board is set forth below. We have divided the trustees into two groups — Interested Trustees and Independent Trustees. The address for each trustee is c/o FS Energy and Power Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.
NAME | AGE | TRUSTEE SINCE | EXPIRATION OF TERM | |||||||||
Interested Trustees(1) | ||||||||||||
Michael C. Forman | 61 | 2010 | 2022 | |||||||||
R. Blair Thomas | 59 | 2019 | 2022 | |||||||||
Independent Trustees | ||||||||||||
Sidney R. Brown | 65 | 2011 | 2022 | |||||||||
Gregory P. Chandler | 55 | 2010 | 2022 | |||||||||
Richard I. Goldstein | 61 | 2011 | 2022 | |||||||||
Kathleen A. McGinty | 58 | 2020 | 2022 | |||||||||
Charles P. Pizzi | 71 | 2012 | 2022 | |||||||||
Pedro A. Ramos | 57 | 2018 | 2022 |
(1) | “Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Messrs. Forman and Thomas are each an “interested person” because of their affiliation with the Advisor. |
Interested Trustees
Michael C. Forman is chairman and chief executive officer of Franklin Square Holdings, LP (“FS Investments”) and has been leading FS Investments since its founding in 2007. Mr. Forman has served as the Company’s chairman and chief executive officer since its inception in September 2010 and as the chairman and chief executive officer of the Company’s former investment adviser, FS Investment Advisor, LLC, since its inception in September 2010. He has also served as the chairman and chief executive officer of the Advisor since its inception. Mr. Forman also currently serves as chairman, president and/or chief executive officer of certain of the other funds sponsored by FS Investments and its affiliates. Mr. Forman has served as a member of the board of directors of FS KKR Capital Corp. (“FSK”) since 2007, FS Credit Opportunities Fund since 2013, FS Series Trust since 2017, FS Credit Income Fund since 2016 and FS Credit Real Estate Income Trust, Inc. since 2017. In 2005, Mr. Forman co-founded FB Capital Partners, L.P., an investment firm that previously invested in private equity, senior and mezzanine debt and real estate, and has served as managing general partner since inception. Prior to co-founding FB Capital Partners, L.P., Mr. Forman spent nearly 20 years as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, where he was a partner from 1991 until leaving the firm to focus exclusively on investments. In addition to his career as an attorney and investor, Mr. Forman has been an active entrepreneur and has founded several companies, including companies engaged in the gaming, specialty finance and asset management industries. Mr. Forman serves as a member of the board of directors of a number of private companies. He is also a member of several civic and charitable boards, including the Barnes Foundation (Corporate Leadership Board member), Children’s Hospital of Philadelphia (corporate council member), Drexel University and the Center City District Foundation. He is a founding member of the Philadelphia Equity Alliance. Mr. Forman serves as co-chair of the capital campaign of the Philadelphia School. Mr. Forman received his B.A., summa cum laude, from the University of Rhode Island, where he was elected Phi Beta Kappa, and received his J.D. from Rutgers University.
Mr. Forman has extensive experience in corporate and securities law and has founded and served in a leadership role of various companies, including the Advisor. The Board believes Mr. Forman’s experience and his positions as the Company’s and the Advisor’s chief executive officer make him a significant asset to the Company.
R. Blair Thomas has served as a trustee of the Company since September 2019. Mr. Thomas is the chief executive officer of EIG Global Energy Partners (“EIG”), as well as chairman of the investment committee and executive committee of EIG. EIG was formerly part of Trust Company of the West, where Mr. Thomas was a group managing director and a member of the board of directors of TCW Asset Management Company. Prior to joining EIG in 1998, Mr. Thomas was a senior investment officer with the Inter-American Development Bank and a project finance attorney at the law firm of Brown & Wood in New York. Mr. Thomas also served on the White House staff of President George H. W. Bush as an advisor on energy and budget policy. Mr. Thomas received a BA from the University of Virginia, a JD from New York Law School and an LLM from Georgetown University Law Center. Mr. Thomas is also the chairman of the board of directors of Harbour Energy plc (HBR.L) and Prumo Logistica S.A. and is a member of the board of directors of 8Minute Solar Energy and Highly Innovative Fuels S.A.
Mr. Thomas has significant experience as an executive, trustee and advisor at various organizations. In addition, Mr. Thomas has significant legal and investment management experience. This experience has provided Mr. Thomas, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Independent Trustees
Sidney R. Brown has served as the chief executive officer of NFI, Inc. (“NFI”), a premier integrated supply chain solutions company, since the late 1990s. NFI, founded in 1932 as National Hauling, has evolved from a trucking company in a regulated environment into one of the largest privately held third party logistics companies in the United States. NFI in North America now consists of logistics, warehousing and distribution, transportation, intermodal, real estate, transportation brokerage, contract packaging, solar, global freight forwarding and NFI Canada. From 1990 to 2017, Mr. Brown served in various capacities with Sun National Bank, including chairman and interim chief executive officer. In addition, Mr. Brown is a general partner of various real estate companies having extensive holdings with an emphasis on development and management of commercial and industrial real estate. He began his career working for Morgan Stanley in New York City as a financial analyst in the corporate finance department of the investment bank. Mr. Brown has served as a trustee of J & J Snack Foods Corp. since 2004, and currently serves on the board of trustees of Cooper Health System. Mr. Brown also served as a trustee of Sun National Bank from 1990 to 2016, and as chairman from 2013 to 2016. Mr. Brown received a B.S.B.A. in Finance from Georgetown University and an M.B.A. from Harvard University.
Mr. Brown has served as a member of the board of directors of two publicly traded companies, Sun Bancorp Inc. and J&J Snack Foods Corp. In addition, his service as chief executive officer of NFI has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Gregory P. Chandler has been chief financial officer of Herspiegel Consulting LLC (“Herspiegel”), a leading pharmaceutical and biotech consulting firm, since December 2020. Prior to Herspiegel, Mr. Chandler acted as chief financial officer of Avocado Systems Inc., a cybersecurity provider, from December 2019 to November 2020, and chief financial officer of Emtec, Inc. (“Emtec”), a global information technology services provider, from May 2009 to April 2020. Mr. Chandler has also been a member of Emtec’s board of trustees since 2005 where he served as chairman of the audit committee from 2005 through 2009. He was a member of the board of directors of FSK from April 2008 through December 2018, and served as chairman of its audit committee and as a member of its valuation committee. Mr. Chandler also presently serves as trustee and chairman of the audit committee of the RBB Funds and the Wilmington Funds. Mr. Chandler’s degrees include a B.S. in Engineering from the United States Military Academy at West Point and an M.B.A. from Harvard Business School. He is also a Certified Public Accountant (inactive). Mr. Chandler began his career as an officer in the United States Army. After business school he spent four years with PricewaterhouseCoopers LLP (“PwC”), and its predecessor, Coopers and Lybrand, where he assisted companies in the “Office of the CFO Practice” and also worked as a certified public accountant. During his tenure at PwC he spent the majority of his time in the investment company practice. He also was an Investment Banker for 10 years leading the Business and IT services practice at Janney Montgomery Scott LLC prior to his CFO positions.
Mr. Chandler has extensive experience in valuations and in negotiating debt, equity and mergers and acquisitions transactions in a variety of industries with both public and private companies. In addition, Mr. Chandler has experience managing the audits of mutual funds, hedge funds and venture capital funds. This experience has provided Mr. Chandler, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Richard I. Goldstein has served as the Company’s lead independent trustee since March 2015. Mr. Goldstein also serves as a member of the board of directors of FSK and has served in such roles since April 2015. He currently acts as chief operating officer of Radius Global Infrastructure Inc. since 2020 and also has served as a managing trustee of Liberty Associated Partners, LP (“LAP”), since 2000 and Associated Partners, LP (“AP”), since 2006, both investment funds that make private and public market investments in communications, media, internet and energy companies. Prior to joining LAP and AP, Mr. Goldstein was vice president of The Associated Group, Inc. (“AGI”), a multi-billion dollar publicly traded owner and operator of communications related businesses and assets. While at AGI, he assisted in establishing Teligent, Inc., of which he was a trustee, and was responsible for operating AGI’s cellular telephone operations. Mr. Goldstein has also served as a trustee of Ubiquia since 2017. He also served as a member of the board of trustees of The Shipley School from 2009 through 2014 and has counseled many early- stage companies. Mr. Goldstein received a B.S. in Business and Economics from Carnegie Mellon University and received training at the Massachusetts Institute of Technology in Management Information Systems.
Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries, including in the energy industry. This experience has provided Mr. Goldstein, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Kathleen A. McGinty has been vice president and chief sustainability, government and regulatory affairs for Johnson Controls, a leading energy efficiency and buildings technology company, since April 2019. Prior to joining Johnson Controls, she served as chair of the Pennsylvania Energy Development Authority from 2004 to 2008 and Pennsylvania Secretary of Environmental Protection from 2003 to 2008. Prior to this she was chair of the White House Council on Environmental Quality and Deputy Assistant to the President from 1993 to 1998. Ms. McGinty has also served as an operating partner with a private equity fund, where she helped build successful growth strategies for mid-stage clean energy, water and efficiency companies, as well as served as a trustee of publicly traded and privately held businesses in the energy sector. Currently, Ms. McGinty serves on the boards of the Scott Institute for Energy Innovation at Carnegie Mellon University, the Energy Futures Initiative, the Alliance to Save Energy, the Keystone Policy Center, the American Council on Renewable Energy, and the Delaware River Port Authority. Ms. McGinty received a B.S. in chemistry from St. Joseph’s University and J.D. from Columbia University. She has also received honorary doctorates from Muhlenberg University, Dickinson College, and Clarion State University.
Ms. McGinty’s extensive service in the private and public sectors has provided her, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Charles P. Pizzi is the retired president, trustee and chief executive officer of Tasty Baking Company, manufacturer of Tastykake branded snack cakes. He served in these positions from 2002 to May 2011. Prior to leading Tasty Baking Company, Mr. Pizzi served as president and chief executive officer of the Greater Philadelphia Chamber of Commerce, vice chairman of the American Chamber of Commerce Executives and chairman of the Metro Council of Presidents. His career also includes work with the transition teams for the former Pennsylvania Governor Tom Ridge and the former Philadelphia Mayor Ed Rendell. Mr. Pizzi has also served as Commerce Director for the City of Philadelphia. He has been a trustee of Brandywine Realty Trust since 1996, serving on the Nominating and Governance Committee and as a Chair of the Compensation Committee, the chairman of the board of trustees of Independence Health Group where he has been a member since 1991, and trustee of Pennsylvania Real Estate Investment Trust since May 2013. He is also a trustee of Mistras Group Inc., a multinational provider of integrated technology-enabled asset protection solutions, since 2020. He was a trustee of the Federal Reserve Bank of Philadelphia from 2006 to December 2011, serving as Chairman from January 2010 to December 2011. He also previously served as a trustee of the Philadelphia Stock Exchange from 1998 until it was acquired by NASDAQ in July 2008, on the board of governors of NASDAQ OMX PHLX, Inc. from August 2008 to March 2009 and as a trustee of Allied Security Holdings LLC from 2011 to 2016. Mr. Pizzi holds a bachelor’s degree from LaSalle University and a master’s degree from the University of Pennsylvania.
Mr. Pizzi has significant experience as an executive and trustee at various companies and governmental organizations. This experience has provided Mr. Pizzi, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Pedro A. Ramos has served as the president and chief executive officer of The Philadelphia Foundation, or TPF, since August 2015, a charitable foundation that builds, manages and distributes philanthropic resources to improve lives in the greater Philadelphia region. Prior to joining TPF, he was a partner with the law firm of Schnader, Harrison, Segal & Lewis LLP (“Schnader”) where he advised clients in the business, nonprofit and government sectors, focusing on transactions, financings, compliance, risk management and investigations. From June 2009 until the firm’s attorneys joined Schnader in August 2013, Mr. Ramos was a partner with the law firm of Trujillo, Rodriguez & Richards, LLC and led the firm’s government, education and social sector practice. From June 2007 to June 2009, Mr. Ramos was a partner with the law firm of Blank Rome LLP in its employment, benefits and labor group and its government relations practice. Mr. Ramos previously served as the Managing Director of the City of Philadelphia from April 2005 to June 2007 and as the City Solicitor from March 2004 to April 2005. Before working for the City of Philadelphia, Mr. Ramos served as vice president and chief of staff to the president of the University of Pennsylvania from January 2002 to March 2004. From September 1992 to January 2002, Mr. Ramos served as an associate and partner with the law firm of Ballard Spahr Andrews & Ingersoll, LLP in its employee benefits group. From November 2011 to October 2013, Mr. Ramos served as the chairman of the School Reform Commission, which oversaw the School District of Philadelphia. Mr. Ramos served on the Board of the School District of Philadelphia from December 1995 through December 2001, with his last two years as president of that board.
Mr. Ramos has served as a director of Independence Health Group, Inc. since March 2015, and prior to mergers served as a director of AmeriGas Propane, Inc. (NYSE: APU) from September 2015 to August 2019, and trustee of FS Investment Corporation (NYSE: FSIC) from September 2013 to December 2018. A civic leader, Mr. Ramos has served as a member of the executive committee and a director of the Greater Philadelphia Chamber of Commerce since October 2017.
Mr. Ramos’ extensive service in the private and public sectors has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Executive Officers
The following persons currently serve as our executive officers in the following capacities:
NAME | AGE | POSITIONS HELD | ||
Michael C. Forman | 61 | Chief Executive Officer | ||
Eric Long | 52 | President | ||
David Weiser | 41 | Chief Investment Officer | ||
Edward T. Gallivan, Jr. | 60 | Chief Financial Officer and Treasurer | ||
James Beach | 35 | Chief Operating Officer | ||
Stephen S. Sypherd | 45 | General Counsel | ||
James F. Volk | 59 | Chief Compliance Officer |
The address for each executive officer is c/o FS Energy and Power Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.
Executive Officers Who are Not Trustees
Eric Long has served as the Company’s president since September 2019 and as its portfolio manager since April 2018. Mr. Long has served as a managing director of EIG since 2014. Prior to joining EIG in 2014, Mr. Long was a senior investment banker with Goldman Sachs. During his tenure, Mr. Long advised companies on a broad range of transactions including mergers, acquisitions, divestitures, debt and equity financings and other corporate finance functions. Prior to joining Goldman Sachs, Mr. Long was a director in the transaction services group of PricewaterhouseCoopers. Mr. Long is a Chartered Financial Analyst (CFA). He holds a B.A. from the University of Vermont and an M.B.A. from the Wharton School at the University of Pennsylvania.
David Weiser has served as the Company’s chief investment officer since March 2021. Mr. Weiser is also a managing director in the investment management group of FS Investments, which he joined in 2015. Before joining FS Investments and its affiliated investment advisers, Mr. Weiser served as a research analyst at Towerview LLC, a long-biased public equities fund, from January 2007 to July 2015, where he originated and executed investments in companies involved in mergers, restructurings and deep value situations. Prior to that role, Mr. Weiser was an associate at Golub Capital from May 2005 to January 2007, where he executed middle market debt and equity investments. Mr. Weiser earned a Bachelor of Science in economics (magna cum laude) from the Wharton School at the University of Pennsylvania.
Edward T. Gallivan, Jr. has served as the Company’s chief financial officer and treasurer since November 2012. Mr. Gallivan also serves as the chief financial officer of certain of the other funds sponsored by FS Investments. Prior to his appointment as chief financial officer, Mr. Gallivan was director of financial reporting at BlackRock and assistant treasurer of mutual funds at State Street Research & Management. Mr. Gallivan began his career as an auditor at the global accounting firm PwC where he practiced as a certified public accountant. Mr. Gallivan received his B.S. in Business Administration (Accounting) degree at Stonehill College.
James Beach has served as the Company’s chief operating officer since June 2020. Mr. Beach is also a managing director of FS Investments, which he joined in 2010. He is one of the persons responsible for fund administration and portfolio management, including valuation, forecasting, and management reporting. Prior to joining FS Investments, Mr. Beach was an investment banking analyst at Ewing Bemiss & Co. Mr. Beach received his B.A. in Economics from the University of Richmond and a general course certificate from the London School of Economics. Mr. Beach holds the CFA Institute’s Chartered Financial Analyst designation.
Stephen S. Sypherd serves as the Company’s general counsel. Mr. Sypherd also currently serves as the general counsel, vice president, treasurer and/or secretary of certain of the other funds sponsored by FS Investments. Mr. Sypherd has also served in various senior officer capacities for FS Investments and its affiliated investment advisers, including as senior vice president from December 2011 to August 2014, general counsel since January 2013 and managing director since August 2014. He is responsible for legal and compliance matters across all entities and investment products of FS Investments. Prior to joining FS Investments, Mr. Sypherd served for eight years as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law. Mr. Sypherd received his B.A. in Economics from Villanova University and his J.D. from the Georgetown University Law Center, where he was an executive editor of the Georgetown Law Journal. He serves on the board of trustees of the University of the Arts (and on the audit and advancement and governance committees of that board).
James F. Volk has served as the Company’s chief compliance officer since April 2015. Mr. Volk also serves as the chief compliance officer of the other funds sponsored by FS Investments. He is responsible for all compliance and regulatory issues affecting the Company and the foregoing companies. Before joining FS Investments and its affiliated investment advisers in October 2014, Mr. Volk was the chief compliance officer, chief accounting officer and head of traditional fund operations at SEI’s Investment Manager Services market unit. Mr. Volk was also formerly the assistant chief accountant at the SEC’s Division of Investment Management and a senior manager for PwC. Mr. Volk graduated from the University of Delaware with a B.S. in Accounting and is currently an inactive Certified Public Accountant.
Code of Business Conduct and Ethics
The Company has adopted a code of business conduct and ethics (as amended and restated, the “Code of Business Conduct and Ethics”) pursuant to Rule 17j-1 promulgated under the Investment Advisers1940 Act, which applies to, among others, its officers, including its Chief Executive Officer and Chief Financial Officer, as well as the members of 1940,the Board. The Company’s Code of Business Conduct and Ethics can be accessed on the Corporate Governance portion of the Company’s website at https://fsinvestments.com/investments/fsep-corporate-governance/. In addition, the Code of Business Conduct and Ethics is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. Shareholders may also obtain a copy of the Code of Business Conduct and Ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov. The Company intends to disclose any amendments to or waivers of required provisions of the Code of Business Conduct and Ethics on Form 8-K, as amended, orrequired by the AdvisersExchange Act and the rules and regulations promulgated thereunder.
Audit Committee
The Board has established an Audit Committee that operates pursuant to a charter and consists of three members, including a Chairman of the Audit Committee. The Audit Committee members are Messrs. Chandler (Chairman), Pizzi and Ramos, each an Independent Trustee. The Board has determined that Mr. Chandler is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K promulgated under the Exchange Act. The primary function of the Audit Committee is to oversee the integrity of the Company’s accounting policies, financial reporting process and system of internal controls regarding finance and accounting policies. The Audit Committee is responsible for selecting, engaging and discharging the Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services provided by the Company’s independent accountants (including compensation therefor) and reviewing the independence of the Company’s independent accountants. The Audit Committee charter can be accessed on the Corporate Governance portion of Company’s website at https://fsinvestments.com/investments/fsep-corporate-governance/.
Item 11. | Executive Compensation. |
Compensation Discussion and Analysis
The Company’s executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. As an externally managed business development company (“BDC”), services necessary for the Company’s business are provided by individuals who are employees of the Advisor or its affiliates or by individuals who were contracted by the Company, the Advisor or their respective affiliates to work on behalf of the Company, pursuant to the terms of the investment advisory and administrative services agreement between the Company and the Advisor, dated as of April 9, 2018, or the FS/EIG investment advisory agreement. FS/EIG Advisor oversees the management of our operationsas amended (the “Investment Advisory and is responsible for making investment decisions with respect to our portfolio.
Trustee Compensation
The Company does not pay compensation to its trustees who also serve in an executive officer capacity for transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments thatthe Company or the Advisor. Trustees who do not close, often referred to as “broken deal” costs. We reimburse FS/EIG Advisor no less than quarterlyalso serve in an executive officer capacity for all costs and expenses incurred by FS/EIG Advisor in performing its obligations and providing personnel under the FS/EIG investment advisory agreement. The amount of this reimbursement is set at the lesser of (1) FS/EIG Advisor’s actual costs incurred in providing such services and (2) the amount that we estimate would be required to pay alternative service providers for comparable services in the same geographic location. FS/EIG Advisor allocates the cost of such services to us based on factors such as time allocations and other reasonable metrics. Our board of trustees reviews the methodology employed in determining how the expenses are allocated to us and assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of trustees considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of trustees compares the total amount paid to FS/EIG Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs. We do not reimburse FS/EIG Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of FS/EIG Advisor.
Amounts payable under the trustee fee arrangement were determined and paid in quarterly arrears as follows:
Fee | Amount | |||
Annual Board Retainer | $ | 100,000 | ||
Board Meeting Fees | $ | 2,500 | ||
Annual Committee Chair Retainers: | ||||
Audit and Valuation Committees | $ | 20,000 | ||
Nominating and Governance Committee | $ | 15,000 | ||
Other Committees | $ | 10,000 | ||
Committees Meeting Fees | $ | 1,000 | ||
Annual Lead Independent Trustee Retainer | $ | 25,000 |
The Company also reimburses each of the mineral production or proceeds therefrom. A VPP is a type of structured
The table below sets forth the compensation received by each of the Company’s trustees for service during the fiscal year ended December 31, 2021. Our trustees do not receive any retirement benefits from us.
Name of Trustee | Fees Earned or Paid in Cash by the Company | Total Compensation from the Company | ||||||
Michael C. Forman(1) | — | — | ||||||
R. Blair Thomas(1) | — | — | ||||||
Sidney R. Brown | $ | 111,000 | $ | 111,000 | ||||
Gregory P. Chandler | $ | 140,500 | $ | 140,500 | ||||
Richard I. Goldstein | $ | 161,500 | $ | 161,500 | ||||
Kathleen A. McGinty | $ | 113,500 | $ | 113,500 | ||||
Charles P. Pizzi | $ | 131,500 | $ | 131,500 | ||||
Pedro A. Ramos | $ | 120,500 | $ | 120,500 |
(1) | Messrs. Forman and Thomas do not receive fees. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. |
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as total return swapsof April 1, 2022, the beneficial ownership of each current trustee, the Company’s executive officers, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and credit default swaps. We anticipate that any useall of derivatives would primarily bethe Company’s executive officers and trustees as a substitutegroup.
Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of April 1, 2022.
Shares Beneficially Owned as of April 1, 2022 | ||||||||
Name and Address of Beneficial Owner(1) | Number of Shares | Percentage (%)(2) | ||||||
Interested Trustees: | ||||||||
Michael C. Forman(3) | 446,793.656 | * | ||||||
R. Blair Thomas | — | — | ||||||
Independent Trustees: | ||||||||
Sidney R. Brown(4) | 64,870.090 | * | ||||||
Gregory P. Chandler(5) | 29,461.414 | * | ||||||
Richard I. Goldstein | 43,992.788 | * | ||||||
Kathleen A. McGinty | — | — | ||||||
Charles P. Pizzi | 22,003.792 | * | ||||||
Pedro A. Ramos | — | — | ||||||
Executive Officers: | ||||||||
Eric Long | — | — | ||||||
Edward T. Gallivan, Jr. | 5,171.140 | * | ||||||
David Weiser | — | — | ||||||
James Beach | 2,114.739 | * | ||||||
Stephen S. Sypherd(6) | 7,920.475 | * | ||||||
James F. Volk | 2,212.759 | * | ||||||
All Trustees and Executive Officers as a group (14 persons) | 624,540.853 | * |
* | Less than one percent. |
(1) | The address of each of the beneficial owners set forth above is c/o FS Energy and Power Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. |
(2) | Based on a total of 447,523,876.779 Shares issued and outstanding on April 1, 2022. |
(3) | Includes 270,905.320 Shares held through MCFDA SCV LLC, 11,342.880 Shares held for the benefit of minor children in trust and 164,545.456 Shares held by FSH Seed Capital Vehicle I LLC. |
(4) | Includes 28,055.556 Shares held by NFI International, Ltd., a company of which Mr. Brown is a principal interest holder, and 36,814.534 Shares held in trust. |
(5) | All Shares held in 401(k) account. |
(6) | All Shares held in a joint account with spouse. |
Item 13. | Certain Relationships and Related Transactions, and Trustee Independence. |
Certain Relationships and Related Party Transactions
The Company has procedures in place for investingthe review, approval and monitoring of transactions involving the Company and certain persons related to the Company. For example, the Company’s Code of Business Conduct and Ethics generally prohibits any employee, officer or trustee from engaging in conventional securities. Any use of derivatives may subject us to additional risks. See “Risk Factors — Risks Related to Our Investments — We may from time to time enter into total return swaps, credit default swaps or other derivative transactions which expose us to certain risks, including credit risk, market risk, liquidity riskany transaction where there is a conflict between such individual’s personal interest and other risks similar to those associated with the use of leverage.”
Assumed Return on Our Portfolio (net of expenses) | | | -10% | | | -5% | | | 0% | | | 5% | | | 10% | | |||||||||||||||
Corresponding return to shareholders | | | | | -20.11% | | | | | | -11.96% | | | | | | -3.82% | | | | | | 4.33% | | | | | | 12.48% | | |
(1) | | | (2) | | | (3) | | | (4) | | |||||||||
Title of Class | | | Amount Authorized | | | Amount Held by Us or for Our Account | | | Amount Outstanding Exclusive of Amount Under Column(3) | | |||||||||
Common Shares | | | | | 700,000,000 | | | | | | — | | | | | | 441,638,829 | | |
| | | Distribution | | |||||||||
For the Year Ended December 31, | | | Per Share | | | Amount | | ||||||
2018 | | | | $ | 0.5000 | | | | | $ | 219,047 | | |
2019 | | | | $ | 0.5000 | | | | | $ | 218,187 | | |
2020 | | | | $ | 0.1733 | | | | | $ | 75,656 | | |
| | | Year Ended December 31, | | |||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | |||||||||||||||
Statements of operations data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment income | | | | $ | 221,926 | | | | | $ | 365,910 | | | | | $ | 333,978 | | | | | $ | 418,756 | | | | | $ | 369,740 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | | | 140,185 | | | | | | 170,118 | | | | | | 150,031 | | | | | | 160,584 | | | | | | 138,093 | | |
Less: Management fee offset | | | | | (706) | | | | | | (5,992) | | | | | | (1,276) | | | | | | — | | | | | | — | | |
Less: Expense reimbursement from sponsor | | | | | — | | | | | | — | | | | | | — | | | | | | (31,260) | | | | | | — | | |
Add: Expense reimbursement due to sponsor | | | | | — | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | |
Net expenses | | | | | 139,479 | | | | | | 164,126 | | | | | | 148,755 | | | | | | 132,182 | | | | | | 138,093 | | |
Net investment income | | | | | 82,447 | | | | | | 201,784 | | | | | | 185,223 | | | | | | 286,574 | | | | | | 231,647 | | |
Total net realized and unrealized gain (loss) on investments, swap contracts and foreign currency | | | | | (957,232) | | | | | | (238,907) | | | | | | (245,565) | | | | | | (399,544) | | | | | | 520,937 | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (874,785) | | | | | $ | (37,123) | | | | | $ | (60,342) | | | | | $ | (112,970) | | | | | $ | 752,584 | | |
Per share data:(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income – basic and diluted | | | | $ | 0.19 | | | | | $ | 0.46 | | | | | $ | 0.42 | | | | | $ | 0.65 | | | | | $ | 0.57 | | |
Net increase (decrease) in net assets resulting from operations – basic and diluted | | | | $ | (2.00) | | | | | $ | (0.08) | | | | | $ | (0.14) | | | | | $ | (0.26) | | | | | $ | 1.84 | | |
Distributions declared(2) | | | | $ | 0.17 | | | | | $ | 0.50 | | | | | $ | 0.50 | | | | | $ | 0.71 | | | | | $ | 0.71 | | |
Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 2,358,642 | | | | | $ | 3,674,784 | | | | | $ | 3,893,516 | | | | | $ | 4,316,431 | | | | | $ | 4,268,297 | | |
Credit facilities, senior secured notes and repurchase agreement payable | | | | $ | 905,667 | | | | | $ | 1,236,667 | | | | | $ | 1,131,667 | | | | | $ | 1,220,000 | | | | | $ | 873,665 | | |
Total net assets | | | | $ | 1,428,577 | | | | | $ | 2,379,605 | | | | | $ | 2,648,186 | | | | | $ | 2,966,042 | | | | | $ | 3,348,894 | | |
Other data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total return(3) | | | | | (37.68)% | | | | | | (1.83)% | | | | | | (2.49)% | | | | | | (3.65)% | | | | | | 29.53% | | |
Total return (without assuming reinvestment of distributions)(3) | | | | | (37.02)% | | | | | | (1.33)% | | | | | | (2.11)% | | | | | | (3.29)% | | | | | | 28.00% | | |
Number of portfolio company investments at year end | | | | | 54 | | | | | | 77 | | | | | | 79 | | | | | | 76 | | | | | | 84 | | |
Total portfolio investments for the year | | | | $ | 687,208 | | | | | $ | 1,240,325 | | | | | $ | 1,915,034 | | | | | $ | 1,861,618 | | | | | $ | 1,488,179 | | |
Proceeds from sales and prepayments of investments | | | | $ | 1,075,528 | | | | | $ | 1,313,072 | | | | | $ | 1,948,414 | | | | | $ | 1,431,648 | | | | | $ | 1,225,052 | | |
Compensation of the Investment Adviser
Pursuant to pay FS/EIGthe Investment Advisory and Administrative Services Agreement, the Advisor is entitled to an annual base management fee based on the average weekly value of ourthe Company’s gross assets (gross assets equals total assets as set forth on the Company’s consolidated balance sheets) during the most recently completed calendar quarter and an incentive fee based on ourthe Company’s performance. Our investment activities were managed by FS Advisor until April 9, 2018 and thereafter have been managed by FS/EIG Advisor. FS Advisor previously engaged GSO Capital Partners LP, or GSO, to act as our investment sub-advisor. GSO resigned as our investment sub-advisor and terminated the investment sub-advisory agreement dated April 28, 2011, or the investment sub-advisory agreement, that FS Advisor had entered into with GSO, effective April 9, 2018.
| | | For the Year Ended December 31, | | |||||||||
Net Investment Activity | | | 2020 | | | 2019 | | ||||||
Purchases | | | | $ | 687,208 | | | | | $ | 1,240,325 | | |
Sales and Repayments | | | | | (1,075,528) | | | | | | (1,313,072) | | |
Net Portfolio Activity | | | | $ | (388,320) | | | | | $ | (72,747) | | |
| | | For the Year Ended December 31, | | |||||||||||||||||||||
| | | 2020 | | | 2019 | | ||||||||||||||||||
New Investment Activity by Asset Class | | | Purchases | | | Percentage | | | Purchases | | | Percentage | | ||||||||||||
Senior Secured Loans – First Lien | | | | $ | 221,371 | | | | | | 33% | | | | | $ | 677,674 | | | | | | 55% | | |
Senior Secured Loans – Second Lien | | | | | 19,111 | | | | | | 3% | | | | | | 175,756 | | | | | | 14% | | |
Senior Secured Bonds | | | | | 71,267 | | | | | | 10% | | | | | | 66,393 | | | | | | 5% | | |
Unsecured Debt | | | | | 113,193 | | | | | | 16% | | | | | | 63,668 | | | | | | 5% | | |
Preferred Equity | | | | | 22,716 | | | | | | 3% | | | | | | 242,227 | | | | | | 20% | | |
Sustainable Infrastructure Investments, LLC | | | | | 60,603 | | | | | | 9% | | | | | | — | | | | | | — | | |
Equity/Other | | | | | 178,947 | | | | | | 26% | | | | | | 14,607 | | | | | | 1% | | |
Total | | | | $ | 687,208 | | | | | | 100% | | | | | $ | 1,240,325 | | | | | | 100% | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||||||||||||||||||||||||||
| | | Amortized Cost(1) | | | Fair Value | | | Percentage of Portfolio | | | Amortized Cost(1) | | | Fair Value | | | Percentage of Portfolio | | ||||||||||||||||||
Senior Secured Loans – First Lien | | | | $ | 649,708 | | | | | $ | 607,338 | | | | | | 28% | | | | | $ | 1,252,529 | | | | | $ | 1,134,571 | | | | | | 33% | | |
Senior Secured Loans – Second Lien | | | | | 277,018 | | | | | | 276,312 | | | | | | 13% | | | | | | 752,528 | | | | | | 564,813 | | | | | | 16% | | |
Senior Secured Bonds | | | | | 286,082 | | | | | | 340,042 | | | | | | 16% | | | | | | 529,773 | | | | | | 524,221 | | | | | | 15% | | |
Unsecured Debt | | | | | 245,180 | | | | | | 134,560 | | | | | | 6% | | | | | | 398,233 | | | | | | 323,220 | | | | | | 9% | | |
Preferred Equity | | | | | 689,253 | | | | | | 471,077 | | | | | | 22% | | | | | | 711,883 | | | | | | 721,842 | | | | | | 21% | | |
Sustainable Infrastructure Investments, LLC | | | | | 60,603 | | | | | | 61,816 | | | | | | 3% | | | | | | — | | | | | | — | | | | | | — | | |
Equity/Other | | | | | 367,561 | | | | | | 290,331 | | | | | | 12% | | | | | | 480,760 | | | | | | 213,970 | | | | | | 6% | | |
Total | | | | $ | 2,575,405 | | | | | $ | 2,181,476 | | | | | | 100% | | | | | $ | 4,125,706 | | | | | $ | 3,482,637 | | | | | | 100% | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
Number of Portfolio Companies | | | | | 54 | | | | | | 77 | | |
% Variable Rate (based on fair value) | | | | | 37.7% | | | | | | 47.4% | | |
% Fixed Rate (based on fair value) | | | | | 24.6% | | | | | | 25.7% | | |
% Income Producing Preferred Equity and Equity/Other Investments (based on fair value) | | | | | 24.2% | | | | | | 20.3% | | |
% Non-Income Producing Preferred Equity and Equity/Other Investments (based on fair value) | | | | | 13.5% | | | | | | 6.6% | | |
Weighted Average Annual EBITDA of Portfolio Companies | | | | $ | 309,742 | | | | | $ | 248,795 | | |
Weighted Average Purchase Price of Debt Investments (as a % of par value) | | | | | 93.6% | | | | | | 96.1% | | |
% of Investments on Non-Accrual (based on fair value) | | | | | 8.2% | | | | | | 2.1% | | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) | | | | | 7.0% | | | | | | 8.1% | | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) – Excluding Non-Income Producing Assets | | | | | 9.7% | | | | | | 10.1% | | |
New Direct Originations | | | For the Three Months Ended December 31, 2020 | | | For the Year Ended December 31, 2020 | | ||||||
Total Commitments (including unfunded commitments) | | | | $ | 70,289 | | | | | $ | 541,036 | | |
Exited Investments (including partial paydowns) | | | | | (160,761) | | | | | | (601,606) | | |
Net Direct Originations | | | | $ | (90,472) | | | | | $ | (60,570) | | |
| | | For the Three Months Ended December 31, 2020 | | | For the Year Ended December 31, 2020 | | ||||||||||||||||||
New Direct Originations by Asset Class (including unfunded commitments) | | | Commitment Amount | | | Percentage | | | Commitment Amount | | | Percentage | | ||||||||||||
Senior Secured Loans – First Lien | | | | $ | 41,112 | | | | | | 59% | | | | | $ | 124,119 | | | | | | 23% | | |
Senior Secured Loans – Second Lien | | | | | 10,420 | | | | | | 15% | | | | | | 10,420 | | | | | | 2% | | |
Senior Secured Bonds | | | | | 16,381 | | | | | | 23% | | | | | | 71,213 | | | | | | 13% | | |
Unsecured Debt | | | | | — | | | | | | — | | | | | | 112,848 | | | | | | 21% | | |
Preferred Equity | | | | | — | | | | | | — | | | | | | 10,156 | | | | | | 2% | | |
Sustainable Infrastructure Investments, LLC | | | | | — | | | | | | — | | | | | | 60,603 | | | | | | 11% | | |
Equity/Other | | | | | 2,376 | | | | | | 3% | | | | | | 151,677 | | | | | | 28% | | |
Total | | | | $ | 70,289 | | | | | | 100% | | | | | $ | 541,036 | | | | | | 100% | | |
| | | For the Three Months Ended December 31, 2020 | | | For the Year Ended December 31, 2020 | |
Average New Direct Origination Commitment Amount | | | $10,041 | | | $28,476 | |
Weighted Average Maturity for New Direct Originations | | | 12/19/22 | | | 4/11/23 | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations Funded during Period | | | 7.9% | | | 8.7% | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations Funded during Period – Excluding Non-Income Producing Assets | | | 8.1% | | | 12.0% | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period | | | 6.4% | | | 8.2% | |
Characteristics of All Direct Originations held in Portfolio | | | December 31, 2020 | | | December 31, 2019 | |
Number of Portfolio Companies | | | 46 | | | 49 | |
Weighted Average Annual EBITDA of Portfolio Companies | | | $310,123 | | | $267,575 | |
Weighted Average Leverage Through Tranche of Portfolio Companies – Excluding Equity/Other Securities | | | 4.3x | | | 4.7x | |
% of Investments on Non-Accrual (based on fair value) | | | 9.1% | | | 2.8% | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations | | | 7.1% | | | 8.0% | |
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations – Excluding Non-Income Producing Assets | | | 10.0% | | | 10.4% | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||||||||||||||
Portfolio Composition by Strategy | | | Fair Value | | | Percentage of Portfolio | | | Fair Value | | | Percentage of Portfolio | | ||||||||||||
Direct Originations | | | | $ | 1,953,804 | | | | | | 90% | | | | | $ | 2,617,063 | | | | | | 75% | | |
Broadly Syndicated/Other | | | | | 227,672 | | | | | | 10% | | | | | | 865,574 | | | | | | 25% | | |
Total | | | | $ | 2,181,476 | | | | | | 100% | | | | | $ | 3,482,637 | | | | | | 100% | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||||||||||||||
Investment Rating | | | Fair Value | | | Percentage of Portfolio | | | Fair Value | | | Percentage of Portfolio | | ||||||||||||
1 | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | |
2 | | | | | 966,968 | | | | | | 44% | | | | | | 2,115,875 | | | | | | 61% | | |
3 | | | | | 888,656 | | | | | | 41% | | | | | | 805,934 | | | | | | 23% | | |
4 | | | | | 162,251 | | | | | | 7% | | | | | | 206,535 | | | | | | 6% | | |
5 | | | | | 163,601 | | | | | | 8% | | | | | | 354,293 | | | | | | 10% | | |
| | | | $ | 2,181,476 | | | | | | 100% | | | | | $ | 3,482,637 | | | | | | 100% | | |
| | | Years Ended December 31, | | |||||||||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||||||||||||||||||||
| | | Amount | | | Percentage of Total Income | | | Amount | | | Percentage of Total Income | | | Amount | | | Percentage of Total Income | | ||||||||||||||||||
Interest income | | | | $ | 190,177 | | | | | | 85% | | | | | $ | 322,641 | | | | | | 88% | | | | | $ | 305,891 | | | | | | 92% | | |
Paid-in-kind interest income | | | | | 30,396 | | | | | | 14% | | | | | | 35,302 | | | | | | 10% | | | | | | 10,163 | | | | | | 3% | | |
Fee income | | | | | 1,287 | | | | | | 1% | | | | | | 7,688 | | | | | | 2% | | | | | | 17,736 | | | | | | 5% | | |
Dividend income | | | | | 66 | | | | | | 0% | | | | | | 279 | | | | | | 0% | | | | | | 188 | | | | | | 0% | | |
Total investment income(1) | | | | $ | 221,926 | | | | | | 100% | | | | | $ | 365,910 | | | | | | 100% | | | | | $ | 333,978 | | | | | | 100% | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Management fees | | | | $ | 49,029 | | | | | $ | 68,526 | | | | | $ | 70,075 | | |
Administrative services expenses | | | | | 6,579 | | | | | | 4,760 | | | | | | 3,717 | | |
Share transfer agent fees | | | | | 2,728 | | | | | | 2,748 | | | | | | 2,608 | | |
Accounting and administrative fees | | | | | 787 | | | | | | 1,106 | | | | | | 1,318 | | |
Interest expense | | | | | 75,101 | | | | | | 88,364 | | | | | | 66,681 | | |
Trustees’ fees | | | | | 789 | | | | | | 762 | | | | | | 1,004 | | |
Expenses associated with our independent audit and related fees | | | | | 451 | | | | | | 444 | | | | | | 411 | | |
Legal fees | | | | | 1,581 | | | | | | 438 | | | | | | 599 | | |
Printing fees | | | | | 736 | | | | | | 1,018 | | | | | | 954 | | |
Insurance expense | | | | | 143 | | | | | | 99 | | | | | | 132 | | |
Other | | | | | 2,261 | | | | | | 1,853 | | | | | | 2,532 | | |
Total operating Expenses | | | | | 140,185 | | | | | | 170,118 | | | | | | 150,031 | | |
Less: Management fee offset | | | | | (706) | | | | | | (5,992) | | | | | | (1,276) | | |
Net operating expenses | | | | $ | 139,479 | | | | | $ | 164,126 | | | | | $ | 148,755 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Ratio of operating expenses to average net assets | | | | | 8.20% | | | | | | 6.54% | | | | | | 5.19% | | |
Ratio of management fee offset to average net assets | | | | | (0.04)% | | | | | | (0.23)% | | | | | | (0.05)% | | |
Ratio of net operating expenses to average net assets | | | | | 8.16% | | | | | | 6.31% | | | | | | 5.14% | | |
Less: Ratio of interest expense to average net assets | | | | | (4.40)% | | | | | | (3.40)% | | | | | | (2.30)% | | |
Ratio of net operating expenses, excluding interest expenses, to average net assets | | | | | 3.76% | | | | | | 2.91% | | | | | | 2.84% | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Net realized gain (loss) on investments(1) | | | | $ | (1,222,667) | | | | | $ | (114,746) | | | | | $ | (100,914) | | |
Net realized gain (loss) on swap contracts | | | | | 20,250 | | | | | | 5,453 | | | | | | 1,165 | | |
Net realized gain (loss) on debt extinguishment | | | | | 2,591 | | | | | | — | | | | | | — | | |
Total net realized gain (loss) | | | | $ | (1,199,826) | | | | | $ | (109,293) | | | | | $ | (99,749) | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Net change in unrealized appreciation (depreciation) on investments | | | | $ | 249,140 | | | | | $ | (116,518) | | | | | $ | (165,490) | | |
Net change in unrealized appreciation (depreciation) on swap contracts | | | | | (6,551) | | | | | | (13,103) | | | | | | 19,654 | | |
Net change in unrealized appreciation (depreciation) on foreign currency | | | | | 5 | | | | | | 7 | | | | | | 20 | | |
Total net change in unrealized appreciation (depreciation) | | | | $ | 242,594 | | | | | $ | (129,614) | | | | | $ | (145,816) | | |
Arrangement(1) | | | Type of Arrangement | | | Rate(2) | | | Amount Outstanding | | | Amount Available | | | Maturity Date | | ||||||
JPMorgan Facility | | | Revolving/Term | | | L+3.00% | | | | $ | 416,667 | | | | | $ | — | | | | February 16, 2023 | |
Senior Secured Notes(3) | | | Bond | | | 7.50% | | | | | 489,000 | | | | | | — | | | | August 15, 2023 | |
Total | | | | | | | | | | $ | 905,667 | | | | | $ | — | | | | | |
| | | Distribution | | |||||||||
For the Year Ended December 31, | | | Per Share | | | Amount | | ||||||
2018 | | | | $ | 0.5000 | | | | | $ | 219,047 | | |
2019 | | | | $ | 0.5000 | | | | | $ | 218,187 | | |
| | | Distribution | | |||||||||
For the Year Ended December 31, | | | Per Share | | | Amount | | ||||||
2020 | | | | $ | 0.1733 | | | | | $ | 75,656 | | |
| | | | | | Payments Due By Period | | |||||||||||||||||||||||||||
| | | Maturity Date(1) | | | Total | | | Less than 1 year | | | 1 – 3 years | | | 3 – 5 years | | | More than 5 years | | |||||||||||||||
JPMorgan Facility(2) | | | February 16, 2023 | | | | $ | 416,667 | | | | | | — | | | | | $ | 416,667 | | | | | $ | — | | | | | | — | | |
Senior Secured Notes(2) | | | August 15, 2023 | | | | $ | 489,000 | | | | | | — | | | | | $ | 489,000 | | | | | $ | — | | | | | | — | | |
The incentive fee consists of two parts: (i) the capital gains incentive fee and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to(ii) the subordinated income incentive fee on income and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to FS/EIG Advisor with respect to our increased pre-incentive fee net investment income. In 2020, the U.S. Federal Reserve and other central banks reduced certain interest rates in response to the COVID-19 pandemic and market conditions. A prolonged reduction in interest rates may reduce our net investment income.
Basis Point Change in Interest Rates | | | Increase (Decrease) in Interest Income | | | Increase (Decrease) in Interest Expense | | | Increase (Decrease) in Net Interest Income | | | Percentage Change in Net Interest Income | | ||||||||||||
Down 24 basis points | | | | $ | (399) | | | | | $ | (716) | | | | | $ | 317 | | | | | | 0.2% | | |
No Change | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Up 100 basis points | | | | $ | 3,001 | | | | | $ | 3,578 | | | | | $ | (577) | | | | | | (0.4)% | | |
Up 300 basis points | | | | $ | 18,731 | | | | | $ | 10,733 | | | | | $ | 7,998 | | | | | | 6.1% | | |
Up 500 basis points | | | | $ | 35,025 | | | | | $ | 17,889 | | | | | $ | 17,136 | | | | | | 13.1% | | |
| | | December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Assets | | | | | | | | | | | | | |
Investments, at fair value | | | | | | | | | | | | | |
Non-controlled/unaffiliated investments (amortized cost – $2,053,838 and $3,399,611, respectively) | | | | $ | 1,825,470 | | | | | $ | 3,108,039 | | |
Non-controlled/affiliated investments (amortized cost – $406,430 and $698,631, respectively) | | | | | 239,279 | | | | | | 374,598 | | |
Controlled/affiliated investments (amortized cost – $115,137 and $27,464, respectively) | | | | | 116,727 | | | | | | — | | |
Total investments, at fair value (amortized cost – $2,575,405 and $4,125,706 respectively) | | | | | 2,181,476 | | | | | | 3,482,637 | | |
Cash | | | | | 142,536 | | | | | | 149,752 | | |
Restricted cash | | | | | — | | | | | | 667 | | |
Receivable for investments sold and repaid | | | | | 7,691 | | | | | | 729 | | |
Swap income receivable | | | | | — | | | | | | 395 | | |
Unrealized appreciation on swap contracts | | | | | — | | | | | | 6,831 | | |
Interest receivable | | | | | 26,705 | | | | | | 33,507 | | |
Prepaid expenses and other assets | | | | | 234 | | | | | | 266 | | |
Total assets | | | | $ | 2,358,642 | | | | | $ | 3,674,784 | | |
Liabilities | | | | | | | | | | | | | |
Payable for investments purchased | | | | $ | — | | | | | $ | 28,518 | | |
Credit facilities payable (net of deferred financing costs of $5,816 and $6,370, respectively)(1) | | | | | 410,851 | | | | | | 730,297 | | |
Secured note payable (net of deferred financing costs of $5,284 and $7,344, respectively)(1) | | | | | 478,521 | | | | | | 485,313 | | |
Shareholder distributions payable | | | | | 13,188 | | | | | | 10,240 | | |
Management fees payable | | | | | 10,156 | | | | | | 15,582 | | |
Administrative services expenses payable | | | | | 949 | | | | | | 507 | | |
Interest payable | | | | | 14,236 | | | | | | 16,567 | | |
Unrealized depreciation on swap contracts | | | | | — | | | | | | 280 | | |
Trustees’ fees payable | | | | | 192 | | | | | | 192 | | |
Other accrued expenses and liabilities | | | | | 1,972 | | | | | | 7,683 | | |
Total Liabilities | | | | | 930,065 | | | | | | 1,295,179 | | |
Commitments and contingencies ($0 and $28,104, respectively)(2) | | | | | | | | | | | | | |
Shareholders’ equity | | | | | | | | | | | | | |
Preferred shares, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding | | | | | — | | | | | | — | | |
Common shares, $0.001 par value, 700,000,000 shares authorized, 440,020,123 and 438,477,007 shares issued and outstanding, respectively | | | | | 440 | | | | | | 438 | | |
Capital in excess of par value | | | | | 3,152,485 | | | | | | 3,610,533 | | |
Accumulated earnings (deficit) | | | | | (1,724,348) | | | | | | (1,231,366) | | |
Total shareholders’ equity | | | | | 1,428,577 | | | | | | 2,379,605 | | |
Total liabilities and shareholders’ equity | | | | $ | 2,358,642 | | | | | $ | 3,674,784 | | |
Net asset value per common share at year end | | | | $ | 3.25 | | | | | $ | 5.43 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Investment income | | | | | | | | | | | | | | | | | | | |
From non-controlled/unaffiliated investments: | | | | | | | | | | | | | | | | | | | |
Interest income | | | | $ | 177,147 | | | | | $ | 292,728 | | | | | $ | 258,862 | | |
Paid-in-kind interest income | | | | | 18,397 | | | | | | 34,228 | | | | | | 7,878 | | |
Fee income | | | | | 1,287 | | | | | | 3,031 | | | | | | 15,645 | | |
Dividend income | | | | | 66 | | | | | | 279 | | | | | | 188 | | |
From non-controlled/affiliated investments: | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 10,144 | | | | | | 29,913 | | | | | | 47,029 | | |
Paid-in-kind interest income | | | | | 11,999 | | | | | | 1,074 | | | | | | 2,285 | | |
Fee income | | | | | — | | | | | | 4,657 | | | | | | 2,091 | | |
From controlled/affiliated investments: | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 2,886 | | | | | | — | | | | | | — | | |
Total investment income | | | | | 221,926 | | | | | | 365,910 | | | | | | 333,978 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Management fees | | | | | 49,029 | | | | | | 68,526 | | | | | | 70,075 | | |
Administrative services expenses | | | | | 6,579 | | | | | | 4,760 | | | | | | 3,717 | | |
Share transfer agent fees | | | | | 2,728 | | | | | | 2,748 | | | | | | 2,608 | | |
Accounting and administrative fees | | | | | 787 | | | | | | 1,106 | | | | | | 1,318 | | |
Interest expense(1) | | | | | 75,101 | | | | | | 88,364 | | | | | | 66,681 | | |
Trustees’ fees | | | | | 789 | | | | | | 762 | | | | | | 1,004 | | |
Other general and administrative expenses | | | | | 5,172 | | | | | | 3,852 | | | | | | 4,628 | | |
Total operating expenses | | | | | 140,185 | | | | | | 170,118 | | | | | | 150,031 | | |
Less: Management fee offset(2) | | | | | (706) | | | | | | (5,992) | | | | | | (1,276) | | |
Net expenses | | | | | 139,479 | | | | | | 164,126 | | | | | | 148,755 | | |
Net investment income | | | | | 82,447 | | | | | | 201,784 | | | | | | 185,223 | | |
Realized and unrealized gain/loss | | | | | | | | | | | | | | | | | | | |
Net realized gain (loss) on investments: | | | | | | | | | | | | | | | | | | | |
Non-controlled/unaffiliated | | | | | (766,774) | | | | | | (121,361) | | | | | | (94,085) | | |
Non-controlled/affiliated | | | | | (428,429) | | | | | | 6,615 | | | | | | (6,829) | | |
Controlled/affiliated | | | | | (27,464) | | | | | | — | | | | | | — | | |
Net realized gain (loss) on swap contracts | | | | | 20,250 | | | | | | 5,453 | | | | | | 1,165 | | |
Net realized gain (loss) on debt extinguishment | | | | | 2,591 | | | | | | — | | | | | | — | | |
Net change in unrealized appreciation (depreciation) on investments: | | | | | | | | | | | | | | | | | | | |
Non-controlled/unaffiliated | | | | | 63,204 | | | | | | (51,511) | | | | | | (30,914) | | |
Non-controlled/affiliated | | | | | 156,882 | | | | | | (65,007) | | | | | | (134,576) | | |
Controlled/affiliated | | | | | 29,054 | | | | | | — | | | | | | — | | |
Net change in unrealized appreciation (depreciation) on swap contracts | | | | | (6,551) | | | | | | (13,103) | | | | | | 19,654 | | |
Net change in unrealized gain (loss) on foreign currency | | | | | 5 | | | | | | 7 | | | | | | 20 | | |
Total net realized and unrealized gain (loss) | | | | | (957,232) | | | | | | (238,907) | | | | | | (245,565) | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (874,785) | | | | | $ | (37,123) | | | | | $ | (60,342) | | |
Per share information – basic and diluted | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in net assets resulting from operations (Earnings per Share) | | | | $ | (2.00) | | | | | $ | (0.08) | | | | | $ | (0.14) | | |
Weighted average shares outstanding | | | | | 437,620,915 | | | | | | 437,167,745 | | | | | | 438,963,491 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Operations | | | | | | | | | | | | | | | | | | | |
Net investment income | | | | $ | 82,447 | | | | | $ | 201,784 | | | | | $ | 185,223 | | |
Net realized gain (loss) on investments, swap contracts and debt extinguishment | | | | | (1,199,826) | | | | | | (109,293) | | | | | | (99,749) | | |
Net change in unrealized appreciation (depreciation) on investments | | | | | 249,140 | | | | | | (116,518) | | | | | | (165,490) | | |
Net change in unrealized appreciation (depreciation) on swap contracts | | | | | (6,551) | | | | | | (13,103) | | | | | | 19,654 | | |
Net change in unrealized gain (loss) on foreign currency | | | | | 5 | | | | | | 7 | | | | | | 20 | | |
Net increase (decrease) in net assets resulting from operations | | | | | (874,785) | | | | | | (37,123) | | | | | | (60,342) | | |
Shareholder distributions(1) | | | | | | | | | | | | | | | | | | | |
Distributions to shareholders | | | | | (63,272) | | | | | | (218,187) | | | | | | (219,047) | | |
Distributions representing return of capital | | | | | (12,384) | | | | | | — | | | | | | — | | |
Net decrease in net assets resulting from shareholder distributions | | | | | (75,656) | | | | | | (218,187) | | | | | | (219,047) | | |
Capital share transactions(2) | | | | | | | | | | | | | | | | | | | |
Reinvestment of shareholder distributions | | | | | 26,236 | | | | | | 101,727 | | | | | | 118,191 | | |
Repurchases of common shares | | | | | (26,823) | | | | | | (114,998) | | | | | | (156,658) | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | (587) | | | | | | (13,271) | | | | | | (38,467) | | |
Total increase (decrease) in net assets | | | | | (951,028) | | | | | | (268,581) | | | | | | (317,856) | | |
Net assets at beginning of year | | | | | 2,379,605 | | | | | | 2,648,186 | | | | | | 2,966,042 | | |
Net assets at end of year | | | | $ | 1,428,577 | | | | | $ | 2,379,605 | | | | | $ | 2,648,186 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (874,785) | | | | | $ | (37,123) | | | | | $ | (60,342) | | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | |
Purchases of investments | | | | | (375,782) | | | | | | (1,111,384) | | | | | | (1,768,663) | | |
Paid-in-kind interest | | | | | (30,396) | | | | | | (35,302) | | | | | | (10,163) | | |
Proceeds from sales and repayments of investments | | | | | 764,102 | | | | | | 1,184,131 | | | | | | 1,802,043 | | |
Net realized (gain) loss on investments | | | | | 1,222,667 | | | | | | 114,746 | | | | | | 100,914 | | |
Net change in unrealized (appreciation) depreciation on investments | | | | | (249,140) | | | | | | 116,518 | | | | | | 165,490 | | |
Net change in unrealized (appreciation) depreciation on swap contracts | | | | | 6,551 | | | | | | 13,103 | | | | | | (19,654) | | |
Accretion of discount | | | | | (30,290) | | | | | | (29,394) | | | | | | (14,868) | | |
Amortization of deferred financing costs and discount | | | | | 7,523 | | | | | | 6,123 | | | | | | 4,217 | | |
(Increase) decrease in receivable for investments sold and repaid | | | | | (6,962) | | | | | | 15,245 | | | | | | 50,363 | | |
(Increase) decrease in interest receivable | | | | | 6,802 | | | | | | (168) | | | | | | 17,954 | | |
(Increase) decrease in expense reimbursement due from sponsor(1) | | | | | — | | | | | | — | | | | | | 5,945 | | |
(Increase) decrease in swap income receivable | | | | | 395 | | | | | | 459 | | | | | | (854) | | |
(Increase) decrease in prepaid expenses and other assets | | | | | 32 | | | | | | 2,104 | | | | | | (2,315) | | |
Increase (decrease) in payable for investments purchased | | | | | (28,518) | | | | | | (63,376) | | | | | | 3,861 | | |
Increase (decrease) in management fees payable | | | | | (5,426) | | | | | | (824) | | | | | | (5,428) | | |
Increase (decrease) in administrative services expense payable | | | | | 442 | | | | | | 9 | | | | | | 137 | | |
Increase (decrease) in swap income payable | | | | | — | | | | | | (225) | | | | | | 225 | | |
Increase (decrease) in interest payable(2) | | | | | (2,331) | | | | | | 339 | | | | | | 10,195 | | |
Increase (decrease) in trustees’ fees payable | | | | | — | | | | | | 9 | | | | | | (69) | | |
Increase (decrease) in other accrued expenses and liabilities | | | | | (5,711) | | | | | | 4,377 | | | | | | (1,515) | | |
Net cash provided by (used in) operating activities | | | | | 399,173 | | | | | | 179,367 | | | | | | 277,473 | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Repurchases of common shares | | | | | (26,823) | | | | | | (114,998) | | | | | | (156,658) | | |
Shareholder distributions paid | | | | | (46,472) | | | | | | (115,256) | | | | | | (102,758) | | |
Borrowings under credit facilities(2) | | | | | 160,000 | | | | | | 580,000 | | | | | | 321,667 | | |
Borrowings under secured notes(2) | | | | | — | | | | | | — | | | | | | 489,865 | | |
Repayments of credit facilities(2) | | | | | (480,000) | | | | | | (475,000) | | | | | | (910,000) | | |
Repayments under senior secured notes(2) | | | | | (11,000) | | | | | | — | | | | | | — | | |
Deferred financing costs paid | | | | | (2,761) | | | | | | (2,200) | | | | | | (16,459) | | |
Net cash provided by financing activities | | | | | (407,056) | | | | | | (127,454) | | | | | | (374,343) | | |
Total increase (decrease) in cash | | | | | (7,883) | | | | | | 51,913 | | | | | | (96,870) | | |
Cash and restricted cash at beginning of year(3) | | | | | 150,419 | | | | | | 98,506 | | | | | | 195,376 | | |
Cash and restricted cash at end of year(3) | | | | $ | 142,536 | | | | | $ | 150,419 | | | | | $ | 98,506 | | |
Supplemental disclosure | | | | | | | | | | | | | | | | | | | |
Reinvestment of shareholder distributions | | | | $ | 26,236 | | | | | $ | 101,727 | | | | | $ | 118,191 | | |
Non-cash purchases of investments | | | | $ | (311,426) | | | | | $ | (128,941) | | | | | $ | (146,371) | | |
Non-cash sales of investments | | | | $ | 311,426 | | | | | $ | 128,941 | | | | | $ | 146,371 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | |||||||||||||||
Senior Secured Loans – First Lien – 42.5% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIRRO (Mauritius) Holdings II | | | (k)(p)(s) | | | Power | | | L+350, 3.5% PIK, (3.5% Max PIK) | | | | | 1.5% | | | | | | 7/24/25 | | | | | $ | 20,734 | | | | | $ | 18,082 | | | | | $ | 15,992 | | |
AIRRO (Mauritius) Holdings II | | | (e)(k)(p)(s) | | | Power | | | L+350, 3.5% PIK, (3.5% Max PIK) | | | | | 1.5% | | | | | | 7/24/25 | | | | | | 15,189 | | | | | | 15,189 | | | | | | 11,715 | | |
Allied Wireline Services, LLC | | | (f)(n)(o)(s)(x) | | | Service & Equipment | | | 10.0% PIK (10.0% Max PIK) | | | | | | | | | | | 6/15/25 | | | | | | 53,007 | | | | | | 53,007 | | | | | | 53,007 | | |
ARB Midstream Operating Company, LLC | | | (s) | | | Midstream | | | L+825 | | | | | 1.0% | | | | | | 11/6/21 | | | | | | 1,807 | | | | | | 1,804 | | | | | | 1,698 | | |
Bioenergy Infrastructure Holdings Limited | | | (k)(s) | | | Power | | | L+725 | | | | | 1.0% | | | | | | 12/22/22 | | | | | | 429 | | | | | | 429 | | | | | | 395 | | |
Birch Permian LLC | | | (s) | | | Upstream | | | L+800 | | | | | 1.5% | | | | | | 4/12/23 | | | | | | 49,865 | | | | | | 49,598 | | | | | | 49,372 | | |
Brazos Delaware II LLC | | | | | | Midstream | | | L+400 | | | | | | | | | | | 5/21/25 | | | | | | 40,111 | | | | | | 38,155 | | | | | | 35,140 | | |
Cimarron Energy Inc. | | | (s) | | | Service & Equipment | | | L+900 | | | | | 1.0% | | | | | | 6/30/21 | | | | | | 7,500 | | | | | | 7,500 | | | | | | 6,797 | | |
Cox Oil Offshore, LLC, Volumetric Production Payments | | | (i)(o)(s)(v) | | | Upstream | | | 0.0% | | | | | | | | | | | 12/31/23 | | | | | | 100,000 | | | | | | 37,527 | | | | | | 31,670 | | |
EIF Van Hook Holdings, LLC | | | (h) | | | Midstream | | | L+525 | | | | | | | | | | | 9/5/24 | | | | | | 33,392 | | | | | | 32,769 | | | | | | 21,601 | | |
FR BR Holdings LLC | | | (f)(h)(s) | | | Midstream | | | L+650 | | | | | | | | | | | 12/14/23 | | | | | | 85,700 | | | | | | 82,258 | | | | | | 82,966 | | |
FR XIII PAA Holdings HoldCo, LLC | | | (s) | | | Midstream | | | L+725 | | | | | 0.5% | | | | | | 10/15/26 | | | | | | 29,925 | | | | | | 29,343 | | | | | | 29,955 | | |
Luxe Drillship Operating, LLC | | | (s) | | | Upstream | | | 8.0% | | | | | | | | | | | 10/30/24 | | | | | | 16,976 | | | | | | 16,088 | | | | | | 15,779 | | |
MECO IV LLC | | | (s) | | | Upstream | | | L+925 | | | | | 1.5% | | | | | | 9/14/21 | | | | | | 33,250 | | | | | | 32,951 | | | | | | 23,275 | | |
MRP CalPeak Holdings, LLC | | | (h)(s) | | | Power | | | L+525 | | | | | 1.5% | | | | | | 1/27/25 | | | | | | 14,328 | | | | | | 14,328 | | | | | | 14,122 | | |
MRP West Power Holdings II, LLC | | | (h)(s) | | | Power | | | L+525 | | | | | 1.5% | | | | | | 1/27/25 | | | | | | 14,586 | | | | | | 14,586 | | | | | | 14,378 | | |
Navitas Midstream Midland Basin LLC | | | (h) | | | Midstream | | | L+450 | | | | | 1.0% | | | | | | 12/13/24 | | | | | | 29,650 | | | | | | 28,861 | | | | | | 29,298 | | |
Navitas Midstream Midland Basin LLC (Mirror Tranche) | | | | | | Midstream | | | L+450 | | | | | 1.0% | | | | | | 12/13/24 | | | | | | 39,400 | | | | | | 38,041 | | | | | | 38,931 | | |
NNE Holding LLC | | | (h)(s) | | | Upstream | | | L+475, 4.5% PIK (4.5% Max PIK) | | | | | | | | | | | 3/2/22 | | | | | | 40,455 | | | | | | 40,419 | | | | | | 38,432 | | |
Permian Production Holdings, LLC | | | (f)(s)(w) | | | Upstream | | | 7.0%, 2.0% PIK (2.0% Max PIK) | | | | | | | | | | | 11/23/25 | | | | | | 14,075 | | | | | | 11,498 | | | | | | 11,446 | | |
Plainfield Renewable Energy Holdings LLC | | | (o)(s) | | | Power | | | 10.0% (10.0% Max PIK) | | | | | | | | | | | 8/22/25 | | | | | | 2,998 | | | | | | 2,998 | | | | | | — | | |
Plainfield Renewable Energy Holdings LLC, Letter of Credit | | | (e)(s) | | | Power | | | 10.0% | | | | | | | | | | | 8/22/23 | | | | | | 2,709 | | | | | | 2,709 | | | | | | — | | |
Plainfield Renewable Energy Holdings LLC | | | (s) | | | Power | | | 15.5% (9.5% Max PIK) | | | | | | | | | | | 8/22/25 | | | | | | 10,801 | | | | | | 10,801 | | | | | | 10,602 | | |
Swift Worldwide Resources US Holdings Corp. | | | (h)(s) | | | Service & Equipment | | | L+1000, 1.0% PIK (1.0% Max PIK) | | | | | 1.0% | | | | | | 7/20/21 | | | | | | 60,877 | | | | | | 60,877 | | | | | | 60,877 | | |
Warren Resources, Inc. | | | (s)(w) | | | Upstream | | | L+900, 1.0% PIK (1.0% Max PIK) | | | | | 1.0% | | | | | | 5/21/21 | | | | | | 27,788 | | | | | | 27,788 | | | | | | 27,788 | | |
Total Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 667,606 | | | | | | 625,236 | | |
Unfunded Loan Commitments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17,898) | | | | | | (17,898) | | |
Net Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 649,708 | | | | | | 607,338 | | |
Senior Secured Loans – Second Lien – 19.3% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Aethon III BR LLC | | | (s) | | | Upstream | | | L+750 | | | | | 1.5% | | | | | | 1/10/25 | | | | | | 20,000 | | | | | | 19,740 | | | | | | 20,000 | | |
Aethon United BR LP | | | (f)(h)(s) | | | Upstream | | | L+675 | | | | | 1.0% | | | | | | 9/8/23 | | | | | | 148,150 | | | | | | 146,950 | | | | | | 147,365 | | |
Chisholm Energy Holdings, LLC | | | (f)(s) | | | Upstream | | | L+625 | | | | | 1.5% | | | | | | 5/15/26 | | | | | | 21,429 | | | | | | 21,353 | | | | | | 20,792 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | |||||||||||||||
Encino Acquisition Partners Holdings LLC | | | (f) | | | Upstream | | | L+675 | | | | | 1.0% | | | | | | 10/29/25 | | | | | $ | 41,828 | | | | | $ | 36,014 | | | | | $ | 38,561 | | |
Peak Exploration & Production, LLC | | | (f)(s) | | | Upstream | | | L+675 | | | | | 1.5% | | | | | | 11/16/23 | | | | | | 13,545 | | | | | | 13,497 | | | | | | 13,334 | | |
Peak Exploration & Production, LLC | | | (e)(s) | | | Upstream | | | L+675 | | | | | 1.5% | | | | | | 11/16/23 | | | | | | 1,505 | | | | | | 1,505 | | | | | | 1,482 | | |
Penn Virginia Holdings Corp. | | | (f)(h)(k)(s) | | | Upstream | | | L+700 | | | | | 1.0% | | | | | | 9/29/22 | | | | | | 20,950 | | | | | | 20,587 | | | | | | 19,563 | | |
SilverBow Resources, Inc. | | | (f)(h)(k)(s) | | | Upstream | | | L+750 | | | | | 1.0% | | | | | | 12/15/24 | | | | | | 19,000 | | | | | | 18,877 | | | | | | 16,720 | | |
Total Senior Secured Loans – Second Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 278,523 | | | | | | 277,817 | | |
Unfunded Loan Commitments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,505) | | | | | | (1,505) | | |
Net Senior Secured Loans – Second Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 277,018 | | | | | | 276,312 | | |
Senior Secured Bonds – 23.8% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Black Swan Energy Ltd. | | | (k)(s) | | | Upstream | | | 9.0% | | | | | | | | | | | 1/20/24 | | | | | | 90,000 | | | | | | 90,000 | | | | | | 89,100 | | |
Limetree Bay Ventures, LLC | | | (f)(m)(o)(s)(w) | | | Midstream | | | 20.0% PIK (20.0% Max PIK) | | | | | | | | | | | 1/4/21 | | | | | | 25,538 | | | | | | 25,562 | | | | | | 25,538 | | |
Limetree Bay Ventures, LLC | | | (f)(m)(o)(s)(w) | | | Midstream | | | 20.0% PIK (20.0% Max PIK) | | | | | | | | | | | 1/4/21 | | | | | | 36,308 | | | | | | 34,139 | | | | | | 36,308 | | |
Limetree Bay Ventures, LLC | | | (f)(m)(o)(s)(w) | | | Midstream | | | 20.0% PIK (20.0% Max PIK) | | | | | | | | | | | 1/4/21 | | | | | | 89,968 | | | | | | 16,381 | | | | | | 89,968 | | |
Velvet Energy Ltd. | | | (f)(k)(s) | | | Upstream | | | 9.0% | | | | | | | | | | | 10/5/23 | | | | | | 120,000 | | | | | | 120,000 | | | | | | 99,128 | | |
Total Senior Secured Bonds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 286,082 | | | | | | 340,042 | | |
Unsecured Debt – 9.5% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Global Jet Capital Holdings, LP | | | (f)(o)(s) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 1/30/25 | | | | | | 1,330 | | | | | | 1,178 | | | | | | 1,172 | | |
Global Jet Capital Holdings, LP | | | (f)(o)(s) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 4/30/25 | | | | | | 8,450 | | | | | | 7,484 | | | | | | 7,447 | | |
Global Jet Capital Holdings, LP | | | (f)(o)(s) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 9/3/25 | | | | | | 1,746 | | | | | | 1,547 | | | | | | 1,539 | | |
Global Jet Capital Holdings, LP | | | (f)(o)(s) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 9/29/25 | | | | | | 1,644 | | | | | | 1,456 | | | | | | 1,449 | | |
Global Jet Capital Holdings, LP | | | (f)(o)(s) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 12/2/26 | | | | | | 1,446 | | | | | | 1,280 | | | | | | 1,274 | | |
Great Western Petroleum, LLC | | | (f)(s) | | | Upstream | | | 8.5% | | | | | | | | | | | 4/15/25 | | | | | | 13,636 | | | | | | 13,183 | | | | | | 12,954 | | |
Great Western Petroleum, LLC | | | (f) | | | Upstream | | | 9.0% | | | | | | | | | | | 9/30/21 | | | | | | 35,830 | | | | | | 35,827 | | | | | | 21,140 | | |
Hammerhead Resources Inc. | | | (f)(k)(o)(s) | | | Upstream | | | 12.0% PIK (12.0% Max PIK) | | | | | | | | | | | 7/15/24 | | | | | | 55,607 | | | | | | 55,144 | | | | | | 55,607 | | |
Limetree Bay Ventures, LLC | | | (f)(m)(o)(s)(w) | | | Midstream | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 3/3/21 | | | | | | 37,778 | | | | | | 37,814 | | | | | | — | | |
Limetree Bay Ventures, LLC | | | (f)(m)(o)(s)(w) | | | Midstream | | | 20.0% PIK (20.0% Max PIK) | | | | | | | | | | | 2/1/21 | | | | | | 9,882 | | | | | | 9,892 | | | | | | — | | |
Moss Creek Resources, LLC | | | (f) | | | Upstream | | | 7.5% | | | | | | | | | | | 1/15/26 | | | | | | 6,693 | | | | | | 5,075 | | | | | | 5,103 | | |
Tenrgys, LLC | | | (f)(m)(n)(o)(s) | | | Upstream | | | L+900 | | | | | 2.5% | | | | | | 12/23/18 | | | | | | 75,000 | | | | | | 75,300 | | | | | | 26,875 | | |
Total Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 245,180 | | | | | | 134,560 | | |
|
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Number of Shares | | | Amortized Cost | | | Fair Value(d) | | ||||||||||||
Preferred Equity – 33.0%(l) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Abaco Energy Technologies LLC, Preferred Equity | | | (o)(s) | | | Service & Equipment | | | | | | | | | | | | | | | | | 28,942,003 | | | | | $ | 1,447 | | | | | $ | 5,354 | | |
Altus Midstream LP, Series A Preferred Units | | | (j)(s) | | | Midstream | | | 11.0% | | | | | | | | 6/28/26 | | | | | | 52,856 | | | | | | 56,228 | | | | | | 54,177 | | |
Global Jet Capital Holdings, LP, Preferred Equity | | | (f)(o)(s) | | | Industrials | | | | | | | | | | | | | | | | | 27,856 | | | | | | 2,786 | | | | | | — | | |
Great Western Petroleum, LLC, Preferred Equity | | | (f)(h)(r)(s) | | | Upstream | | | 15.5% | | | | | | | | 12/31/27 | | | | | | 36,364 | | | | | | 47,372 | | | | | | 18,182 | | |
Limetree Bay Ventures, LLC, Preferred Equity | | | (f)(m)(o)(s)(w) | | | Midstream | | | 13.5% | | | | | | | | 11/30/24 | | | | | | 95,821,000 | | | | | | 86,729 | | | | | | — | | |
Limetree Bay Ventures, LLC, Preferred Equity | | | (f)(m)(o)(s)(w) | | | Midstream | | | 13.5% | | | | | | | | 11/27/23 | | | | | | 59,819,000 | | | | | | 53,548 | | | | | | — | | |
NGL Energy Partners, LP, Preferred Equity | | | (k)(s) | | | Midstream | | | 14.2% | | | | | | | | 7/2/27 | | | | | | 156,250 | | | | | | 168,049 | | | | | | 109,375 | | |
NuStar, Preferred Equity | | | (f)(h)(k)(s) | | | Midstream | | | 12.8% | | | | | | | | 6/29/28 | | | | | | 3,910,165 | | | | | | 102,744 | | | | | | 118,048 | | |
Segreto Power Holdings, LLC, Preferred Equity | | | (f)(g)(s) | | | Power | | | 13.1% | | | | | | | | 6/30/25 | | | | | | 70,297 | | | | | | 92,750 | | | | | | 79,546 | | |
USA Compression Partners, LP, Preferred Equity | | | (h)(k)(s) | | | Midstream | | | 9.8% | | | | | | | | 4/3/28 | | | | | | 79,336 | | | | | | 77,600 | | | | | | 86,395 | | |
Total Preferred Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 689,253 | | | | | | 471,077 | | |
| | | | | | | | | | | | | | | | | | | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | |||||||||
Sustainable Infrastructure Investments, LLC – 4.3% | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Sustainable Infrastructure Investments, LLC | | | (k)(s)(x) | | | Power | | | | | | | | | | | | | | | | $ | 60,603 | | | | | $ | 60,603 | | | | | $ | 61,816 | | |
Total Sustainable Infrastructure Investments, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 60,603 | | | | | | 61,816 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Number of Shares | | | Amortized Cost | | | Fair Value(d) | | |||||||||
Equity/Other – 20.3%(l) | | | | | | | | | | | | | | | | | | | | | | | | | |
Abaco Energy Technologies LLC, Common Equity | | | (f)(o)(s) | | | Service & Equipment | | | | | 6,944,444 | | | | | $ | 6,944 | | | | | $ | 896 | | |
AIRRO (Mauritius) Holdings II, Warrants | | | (f)(k)(o)(p)(s) | | | Power | | | | | 35 | | | | | | 2,652 | | | | | | 2,504 | | |
Allied Wireline Services, LLC, Common Equity | | | (f)(n)(o)(s)(x) | | | Service & Equipment | | | | | 48,400 | | | | | | 1,527 | | | | | | 1,904 | | |
Allied Wireline Services, LLC, Warrants | | | (f)(n)(o)(s)(x) | | | Service & Equipment | | | | | 22,000 | | | | | | — | | | | | | — | | |
Arena Energy, LP, Contingent Value Rights | | | (f)(o)(s) | | | Upstream | | | | | 126,632,117 | | | | | | 351 | | | | | | 418 | | |
Ascent Resources Utica Holdings, LLC, Common Equity | | | (f)(o)(q)(s) | | | Upstream | | | | | 148,692,908 | | | | | | 44,700 | | | | | | 33,084 | | |
Chisholm Oil and Gas, LLC, Series A Units | | | (g)(o)(s) | | | Upstream | | | | | 14,700,000 | | | | | | 14,700 | | | | | | — | | |
Cimarron Energy Holdco Inc., Common Equity | | | (f)(o)(s) | | | Service & Equipment | | | | | 4,302,293 | | | | | | 3,950 | | | | | | 30 | | |
Cimarron Energy Holdco Inc., Participation Option | | | (f)(o)(s) | | | Service & Equipment | | | | | 25,000,000 | | | | | | 1,289 | | | | | | 175 | | |
Denbury Inc., Common Equity | | | (f)(k)(o) | | | Upstream | | | | | 1,265,510 | | | | | | 22,906 | | | | | | 32,511 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Number of Shares | | | Amortized Cost | | | Fair Value(d) | | |||||||||
Harvest Oil & Gas Corp., Common Equity | | | (f)(o)(w) | | | Upstream | | | | | 135,062 | | | | | $ | 17,558 | | | | | $ | 2,794 | | |
Limetree Bay Ventures, LLC, Common Equity | | | (f)(o)(s)(w) | | | Midstream | | | | | 128,645 | | | | | | 3,406 | | | | | | — | | |
Lonestar Resources US Inc., Common Equity | | | (f)(o)(w) | | | Upstream | | | | | 864,000 | | | | | | 2,376 | | | | | | 2,592 | | |
Luxe Drillship Operating, LLC, Overriding Royalty Interest | | | (f)(o)(s) | | | Upstream | | | | | N/A | | | | | | 1,354 | | | | | | 773 | | |
Maverick Natural Resources, LLC, Common Equity | | | (f)(g)(n)(o)(s) | | | Upstream | | | | | 503,176 | | | | | | 138,208 | | | | | | 152,860 | | |
MB Precision Investment Holdings LLC, Class A-2 Units | | | (f)(n)(o)(s) | | | Industrials | | | | | 1,426,110 | | | | | | 490 | | | | | | — | | |
NGL Energy Partners, LP, Warrants (Par) | | | (f)(k)(o)(s) | | | Midstream | | | | | 2,187,500 | | | | | | 3,083 | | | | | | 88 | | |
NGL Energy Partners, LP, Warrants (Premium) | | | (f)(k)(o)(s) | | | Midstream | | | | | 3,125,000 | | | | | | 2,623 | | | | | | 81 | | |
NGL Energy Partners, LP, Warrants (Premium) | | | (f)(k)(o)(s) | | | Midstream | | | | | 781,250 | | | | | | 576 | | | | | | 21 | | |
NGL Energy Partners, LP, Warrants (Par) | | | (f)(k)(o)(s) | | | Midstream | | | | | 546,880 | | | | | | 630 | | | | | | 22 | | |
Permian Production Holdings, LLC, Common Equity | | | (f)(n)(o)(s)(w) | | | Upstream | | | | | 1,951,667 | | | | | | — | | | | | | — | | |
Ridgeback Resources Inc., Common Equity | | | (f)(k)(o)(s)(t)(w) | | | Upstream | | | | | 9,599,928 | | | | | | 58,985 | | | | | | 38,385 | | |
Rosehill Operating Company, LLC, Common Equity | | | (f)(n)(o)(s) | | | Upstream | | | | | 13,973 | | | | | | 2,182 | | | | | | 2,377 | | |
Swift Worldwide Resources Holdco Limited, Common Equity | | | (f)(k)(o)(s)(u) | | | Service & Equipment | | | | | 3,750,000 | | | | | | 6,029 | | | | | | 2,531 | | |
UP Energy, LLC, Common Equity | | | (f)(o)(s) | | | Upstream | | | | | 367,237 | | | | | | 9,019 | | | | | | 8,160 | | |
USA Compression Partners, LP, Warrants (Market) | | | (f)(h)(k)(o)(s) | | | Midstream | | | | | 793,359 | | | | | | 555 | | | | | | 1,412 | | |
USA Compression Partners, LP, Warrants (Premium) | | | (f)(h)(k)(o)(s) | | | Midstream | | | | | 1,586,719 | | | | | | 714 | | | | | | 2,253 | | |
Warren Resources, Inc., Common Equity | | | (f)(o)(s)(w) | | | Upstream | | | | | 4,415,749 | | | | | | 20,754 | | | | | | 4,460 | | |
Total Equity/Other | | | | | | | | | | | | | | | | | 367,561 | | | | | | 290,331 | | |
TOTAL INVESTMENTS – 152.7% | | | | | | | | | | | | | | | | $ | 2,575,405 | | | | | | 2,181,476 | | |
LIABILITIES IN EXCESS OF OTHER ASSETS – (52.7%) | | | | | | | | | | | | | | | | | | | | | | | (752,899) | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | | | | | | | | $ | 1,428,577 | | |
|
Portfolio Company | | | Fair Value at December 31, 2019 | | | Purchases, Paid-in-Kind Interest and Transfers In | | | Sales, Repayments and Transfers Out | | | Accretion of Discount | | | Net Realized Gain (Loss) | | | Net Change in Unrealized Appreciation (Depreciation) | | | Fair Value at December 31, 2020 | | | Interest Income(1) | | | PIK Income(1) | | | |||||||||||||||||||||||||||||
Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
BL Sand Hills Unit, L.P. | | | | $ | 288 | | | | | $ | — | | | | | $ | (223) | | | | | $ | — | | | | | $ | (16,451) | | | | | $ | 16,386 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | ||
MB Precision Holdings LLC | | | | | 4,585 | | | | | | 157 | | | | | | (3,949) | | | | | | 48 | | | | | | (748) | | | | | | (93) | | | | | | — | | | | | | 305 | | | | | | 157 | | | | ||
Permian Production Holdings, LLC | | | | | — | | | | | | 11,450 | | | | | | — | | | | | | 48 | | | | | | — | | | | | | (52) | | | | | | 11,446 | | | | | | 262 | | | | | | 23 | | | | ||
Warren Resources, Inc. | | | | | 27,507 | | | | | | 281 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,788 | | | | | | 2,915 | | | | | | 280 | | | | ||
Senior Secured Loans – Second Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Titan Energy Operating, LLC | | | | | — | | | | | | — | | | | | | (600) | | | | | | — | | | | | | (100,302) | | | | | | 100,902 | | | | | | — | | | | | | — | | | | | | — | | | | ||
Senior Secured Bonds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
FourPoint Energy, LLC | | | | | 223,369 | | | | | | — | | | | | | (135,635) | | | | | | 636 | | | | | | (96,598) | | | | | | 8,228 | | | | | | — | | | | | | 5,647 | | | | | | — | | | | ||
Limetree Bay Ventures, LLC | | | | | — | | | | | | 25,562 | | | | | | — | | | | | | — | | | | | | — | | | | | | (24) | | | | | | 25,538 | | | | | | — | | | | | | 2,700 | | | | ||
Limetree Bay Ventures, LLC | | | | | — | | | | | | 33,813 | | | | | | — | | | | | | 326 | | | | | | — | | | | | | 2,169 | | | | | | 36,308 | | | | | | 326 | | | | | | 1,790 | | | | ||
Limetree Bay Ventures, LLC | | | | | — | | | | | | 16,381 | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,587 | | | | | | 89,968 | | | | | | — | | | | | | — | | | | ||
Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Limetree Bay Ventures, LLC | | | | | — | | | | | | 37,814 | | | | | | — | | | | | | — | | | | | | — | | | | | | (37,814) | | | | | | — | | | | | | — | | | | | | 3,068 | | | | ||
Limetree Bay Ventures, LLC | | | | | — | | | | | | 9,892 | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,892) | | | | | | — | | | | | | — | | | | | | 1,045 | | | | ||
Preferred Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Limetree Bay Ventures, LLC, Preferred Equity | | | | | — | | | | | | 86,105 | | | | | | — | | | | | | 624 | | | | | | — | | | | | | (86,729) | | | | | | — | | | | | | 689 | | | | | | 1,950 | | | | ||
Limetree Bay Ventures, LLC, Preferred Equity | | | | | — | | | | | | 53,548 | | | | | | — | | | | | | — | | | | | | — | | | | | | (53,548) | | | | | | — | | | | | | — | | | | | | 986 | | | | ||
MB Precision Investment Holdings LLC, Class A Preferred Units | | | | | 1,205 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,880) | | | | | | 675 | | | | | | — | | | | | | — | | | | | | — | | | | ||
Equity/Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
BL Sand Hills Unit, L.P., Net Profits Interest | | | | | — | | | | | | — | | | | | | (60) | | | | | | — | | | | | | (5,120) | | | | | | 5,180 | | | | | | — | | | | | | — | | | | | | — | | | | ||
BL Sand Hills Unit, L.P., Overriding Royalty Interest | | | | | — | | | | | | — | | | | | | (8) | | | | | | — | | | | | | (732) | | | | | | 740 | | | | | | — | | | | | | — | | | | | | — | | | | | |
BL Sand Hills Unit, L.P., Series A Units | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24,019) | | | | | | 24,019 | | | | | | — | | | | | | — | | | | | | — | | | | ||
FourPoint Energy, LLC, Common Equity, Class C-II-A Units | | | | | 6,906 | | | | | | — | | | | | | (376) | | | | | | — | | | | | | (65,624) | | | | | | 59,094 | | | | | | — | | | | | | — | | | | | | — | | | | ||
FourPoint Energy, LLC, Common Equity, Class D Units | | | | | 1,307 | | | | | | — | | | | | | (70) | | | | | | — | | | | | | (8,106) | | | | | | 6,869 | | | | | | — | | | | | | — | | | | | | — | | | | ||
FourPoint Energy, LLC, Common Equity, Class E-II Units | | | | | 15,793 | | | | | | — | | | | | | (859) | | | | | | — | | | | | | (36,875) | | | | | | 21,941 | | | | | | — | | | | | | — | | | | | | — | | | | ||
FourPoint Energy, LLC, Common Equity, Class E-III Units | | | | | 23,306 | | | | | | — | | | | | | (1,268) | | | | | | — | | | | | | (54,420) | | | | | | 32,382 | | | | | | — | | | | | | — | | | | | | — | | | | ||
Harvest Oil & Gas Corp., Common Equity | | | | | 8,644 | | | | | | — | | | | | | (2,701) | | | | | | — | | | | | | — | | | | | | (3,149) | | | | | | 2,794 | | | | | | — | | | | | | — | | | | ||
Limetree Bay Ventures, LLC, Common Equity | | | | | — | | | | | | 3,406 | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,406) | | | | | | — | | | | | | — | | | | | | — | | | | ||
Lonestar Resources US Inc., Common Equity | | | | | — | | | | | | 2,376 | | | | | | — | | | | | | — | | | | | | — | | | | | | 216 | | | | | | 2,592 | | | | | | — | | | | | | — | | | | ||
MB Precision Investment Holdings LLC, Class A-2 Units | | | | | — | | | | | | — | | | | | | (490) | | | | | | — | | | | | | — | | | | | | 490 | | | | | | — | | | | | | — | | | | | | — | | | | ||
Permian Production Holdings, LLC, Common Equity | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Ridgeback Resources Inc., Common Equity | | | | | 50,721 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,336) | | | | | | 38,385 | | | | | | — | | | | | | — | | | | ||
Titan Energy, LLC, Common Equity | | | | | 16 | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,554) | | | | | | 17,538 | | | | | | — | | | | | | — | | | | | | — | | | | ||
Warren Resources, Inc., Common Equity | | | | | 10,951 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,491) | | | | | | 4,460 | | | | | | — | | | | | | — | | | | ||
| | | | $ | 374,598 | | | | | $ | 280,785 | | | | | $ | (146,239) | | | | | $ | 1,682 | | | | | $ | (428,429) | | | | | $ | 156,882 | | | | | $ | 239,279 | | | | | $ | 10,144 | | | | | $ | 11,999 | | | |
Portfolio Company | | | Fair Value at December 31, 2019 | | | Purchases, Paid-in-Kind Interest and Transfers In | | | Sales, Repayments and Transfers Out | | | Accretion of Discount | | | Net Realized Gain (Loss) | | | Net Change in Unrealized Appreciation (Depreciation) | | | Fair Value at December 31, 2020 | | | Interest Income(1) | | ||||||||||||||||||||||||
Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allied Wireline Services, LLC | | | | $ | — | | | | | $ | 53,007 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 53,007 | | | | | $ | 2,886 | | |
Lusk Operating LLC | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27,464) | | | | | | 27,464 | | | | | | — | | | | | | — | | |
Sustainable Infrastructure Investments, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sustainable Infrastructure Investments, LLC | | | | | — | | | | | | 60,603 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,213 | | | | | | 61,816 | | | | | | — | | |
Equity/Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allied Wireline Services, LLC, Common Equity | | | | | — | | | | | | 1,527 | | | | | | — | | | | | | — | | | | | | — | | | | | | 377 | | | | | | 1,904 | | | | | | — | | |
Allied Wireline Services, LLC, Warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lusk Operating LLC, Common Equity | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | $ | — | | | | | $ | 115,137 | | | | | $ | — | | | | | $ | — | | | | | $ | (27,464) | | | | | $ | 29,054 | | | | | $ | 116,727 | | | | | $ | 2,886 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | |||||||||||||||
Senior Secured Loans – First Lien – 47.7% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIRRO (Mauritius) Holdings II | | | (k)(p)(w) | | | Power | | | L+695 | | | | | 1.5% | | | | | | 7/24/25 | | | | | $ | 18,186 | | | | | $ | 15,534 | | | | | $ | 15,378 | | |
AIRRO (Mauritius) Holdings II | | | (e)(k)(p)(w) | | | Power | | | L+695 | | | | | 1.5% | | | | | | 7/24/25 | | | | | | 17,055 | | | | | | 17,055 | | | | | | 14,421 | | |
Allied Wireline Services, LLC | | | (w)(x) | | | Service & Equipment | | | L+950 | | | | | 1.5% | | | | | | 6/30/20 | | | | | | 102,718 | | | | | | 102,657 | | | | | | 92,960 | | |
ARB Midstream Operating Company, LLC | | | (w)(x) | | | Midstream | | | L+725 | | | | | 1.0% | | | | | | 11/6/21 | | | | | | 3,193 | | | | | | 3,183 | | | | | | 3,186 | | |
Bellatrix Exploration Ltd. | | | (k)(w) | | | Upstream | | | 10.0% | | | | | | | | | | | 3/31/20 | | | | | | 7,879 | | | | | | 7,879 | | | | | | 7,879 | | |
Bellatrix Exploration Ltd. | | | (e)(k)(w) | | | Upstream | | | 10.0% | | | | | | | | | | | 3/31/20 | | | | | | 3,377 | | | | | | 3,377 | | | | | | 3,377 | | |
Bioenergy Infrastructure Holdings Limited | | | (k)(w) | | | Power | | | L+725 | | | | | 1.0% | | | | | | 12/22/22 | | | | | | 909 | | | | | | 904 | | | | | | 912 | | |
Bioenergy Infrastructure Holdings Limited | | | (e)(k)(w) | | | Power | | | L+725 | | | | | 1.0% | | | | | | 12/22/22 | | | | | | 543 | | | | | | 543 | | | | | | 545 | | |
Bioenergy Infrastructure Holdings Limited | | | (e)(k)(w) | | | Power | | | L+725 | | | | | 1.0% | | | | | | 12/22/22 | | | | | | 544 | | | | | | 544 | | | | | | 546 | | |
Birch Permian LLC | | | (h)(w) | | | Upstream | | | L+800 | | | | | 1.5% | | | | | | 4/12/23 | | | | | | 41,531 | | | | | | 41,176 | | | | | | 41,436 | | |
Birch Permian LLC | | | (e)(w) | | | Upstream | | | L+800 | | | | | 1.5% | | | | | | 4/12/23 | | | | | | 8,333 | | | | | | 8,333 | | | | | | 8,314 | | |
BL Sand Hills Unit, L.P. | | | (m)(o)(w)(x)(z) | | | Upstream | | | Prime+650 | | | | | 3.5% | | | | | | 12/17/21 | | | | | | 19,200 | | | | | | 16,674 | | | | | | 288 | | |
Brazos Delaware II LLC | | | (h) | | | Midstream | | | L+400 | | | | | | | | | | | 5/21/25 | | | | | | 63,656 | | | | | | 60,357 | | | | | | 54,744 | | |
Cimarron Energy Inc. | | | (w)(x) | | | Service & Equipment | | | 10.0% | | | | | | | | | | | 6/30/21 | | | | | | 7,500 | | | | | | 7,500 | | | | | | 7,472 | | |
Cox Oil Offshore, LLC, Volumetric Production Payments | | | (v)(w)(x)(y) | | | Upstream | | | 6.6% | | | | | | | | | | | 12/31/23 | | | | | | 100,000 | | | | | | 63,884 | | | | | | 63,646 | | |
CPV Shore Holdings LLC | | | | | | Power | | | L+375 | | | | | | | | | | | 12/29/25 | | | | | | 1,089 | | | | | | 1,080 | | | | | | 1,098 | | |
Edgewater Generation LLC | | | | | | Power | | | L+375 | | | | | | | | | | | 12/13/25 | | | | | | 2,885 | | | | | | 2,879 | | | | | | 2,775 | | |
EIF Van Hook Holdings, LLC | | | (h) | | | Midstream | | | L+525 | | | | | | | | | | | 9/5/24 | | | | | | 34,521 | | | | | | 33,739 | | | | | | 32,967 | | |
EPIC Crude Services LP | | | (h) | | | Midstream | | | L+500 | | | | | | | | | | | 3/2/26 | | | | | | 9,500 | | | | | | 9,327 | | | | | | 9,183 | | |
Felix Investments Holdings II, LLC | | | (w) | | | Upstream | | | L+650 | | | | | 1.0% | | | | | | 8/9/22 | | | | | | 5,900 | | | | | | 5,878 | | | | | | 5,959 | | |
FR BR Holdings LLC | | | (h)(w) | | | Midstream | | | L+650 | | | | | | | | | | | 12/14/23 | | | | | | 89,233 | | | | | | 84,669 | | | | | | 86,770 | | |
LMBE-MC Holdco II LLC | | | | | | Power | | | L+400 | | | | | 1.0% | | | | | | 12/3/25 | | | | | | 1,712 | | | | | | 1,693 | | | | | | 1,703 | | |
Lower Cadence Holdings LLC | | | (f)(h) | | | Midstream | | | L+400 | | | | | | | | | | | 5/22/26 | | | | | | 18,957 | | | | | | 17,827 | | | | | | 18,803 | | |
Lusk Operating LLC | | | (m)(o)(w)(aa) | | | Upstream | | | Prime+500 PIK (8.8% Max PIK) | | | | | 3.3% | | | | | | 1/31/20 | | | | | | 29,297 | | | | | | 27,464 | | | | | | — | | |
Luxe Drillship Operating, LLC | | | (w) | | | Upstream | | | 8.0% | | | | | | | | | | | 10/30/24 | | | | | | 17,143 | | | | | | 16,115 | | | | | | 15,819 | | |
Luxe Drillship Operating, LLC | | | (e)(w) | | | Upstream | | | 8.0% | | | | | | | | | | | 10/30/24 | | | | | | 32,857 | | | | | | 32,857 | | | | | | 30,321 | | |
MB Precision Holdings LLC | | | (w)(x)(z) | | | Industrials | | | L+725, 2.3% PIK (2.3% Max PIK) | | | | | 1.3% | | | | | | 1/23/21 | | | | | | 4,602 | | | | | | 4,492 | | | | | | 4,585 | | |
MECO IV LLC | | | (h)(w) | | | Upstream | | | L+725 | | | | | 1.5% | | | | | | 9/14/21 | | | | | | 35,000 | | | | | | 34,849 | | | | | | 34,405 | | |
Navitas Midstream Midland Basin LLC | | | (h) | | | Midstream | | | L+450 | | | | | 1.0% | | | | | | 12/13/24 | | | | | | 77,895 | | | | | | 76,815 | | | | | | 73,416 | | |
Navitas Midstream Midland Basin LLC (Mirror Tranche) | | | | | | Midstream | | | L+450 | | | | | 1.0% | | | | | | 12/13/24 | | | | | | 39,800 | | | | | | 38,141 | | | | | | 37,512 | | |
NNE Holding LLC | | | (h)(w) | | | Upstream | | | L+800 | | | | | | | | | | | 3/2/22 | | | | | | 40,000 | | | | | | 39,938 | | | | | | 39,492 | | |
Panda Hummel Station LLC | | | | | | Power | | | L+600 | | | | | 1.0% | | | | | | 10/27/22 | | | | | | 19,150 | | | | | | 18,668 | | | | | | 17,060 | | |
Panda Hummel Station LLC | | | (h) | | | Power | | | L+600 | | | | | 1.0% | | | | | | 10/27/22 | | | | | | 24,227 | | | | | | 23,802 | | | | | | 21,582 | | |
Panda Stonewall LLC | | | (f)(h) | | | Power | | | L+550 | | | | | 1.0% | | | | | | 11/13/21 | | | | | | 53,447 | | | | | | 53,070 | | | | | | 49,791 | | |
Panda Stonewall LLC | | | (h) | | | Power | | | L+550 | | | | | 1.0% | | | | | | 11/13/21 | | | | | | 21,372 | | | | | | 20,813 | | | | | | 19,910 | | |
Permian Production Partners LLC | | | (h)(m)(o)(w)(x) | | | Upstream | | | L+600 | | | | | 1.0% | | | | | | 5/18/24 | | | | | | 44,498 | | | | | | 43,184 | | | | | | 28,648 | | |
Plainfield Renewable Energy Holdings LLC | | | (w) | | | Power | | | 10.0% | | | | | | | | | | | 8/22/25 | | | | | | 2,855 | | | | | | 2,855 | | | | | | 2,569 | | |
Plainfield Renewable Energy Holdings LLC, Letter of Credit | | | (e)(w) | | | Power | | | 10.0% | | | | | | | | | | | 8/22/23 | | | | | | 2,709 | | | | | | 2,709 | | | | | | 2,437 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | |||||||||||||||
Plainfield Renewable Energy Holdings LLC | | | (w) | | | Power | | | 15.5% | | | | | | | | | | | 8/22/25 | | | | | $ | 10,397 | | | | | $ | 10,397 | | | | | $ | 10,441 | | |
Power Distribution, Inc. | | | (w)(x) | | | Power | | | L+725 | | | | | 1.3% | | | | | | 1/25/23 | | | | | | 27,891 | | | | | | 27,891 | | | | | | 25,982 | | |
Prairie ECI Acquiror LP | | | (f) | | | Midstream | | | L+475 | | | | | | | | | | | 3/11/26 | | | | | | 17,991 | | | | | | 17,615 | | | | | | 17,901 | | |
Sandy Creek Energy Associates, L.P. | | | (f) | | | Power | | | L+400 | | | | | 1.0% | | | | | | 11/9/20 | | | | | | 72,666 | | | | | | 66,553 | | | | | | 62,054 | | |
Swift Worldwide Resources US Holdings Corp. | | | (h)(w)(x) | | | Service & Equipment | | | 9.5%, L+150 PIK (L+1.5% Max PIK) | | | | | 2.5% | | | | | | 7/20/21 | | | | | | 59,901 | | | | | | 59,901 | | | | | | 59,901 | | |
Terra-Gen Finance Co LLC | | | | | | Power | | | L+425 | | | | | 1.0% | | | | | | 12/9/21 | | | | | | 25,185 | | | | | | 23,922 | | | | | | 24,429 | | |
Traverse Midstream Partners LLC | | | (h) | | | Midstream | | | L+400 | | | | | 1.0% | | | | | | 9/27/24 | | | | | | 60,273 | | | | | | 60,283 | | | | | | 54,728 | | |
Ultra Resources, Inc. | | | | | | Upstream | | | L+375, 0.25% PIK (0.25% Max PIK) | | | | | 1.0% | | | | | | 4/12/24 | | | | | | 67,405 | | | | | | 57,066 | | | | | | 40,542 | | |
Warren Resources, Inc. | | | (h)(w)(z) | | | Upstream | | | L+1000, 0.0% PIK (1.0% Max PIK) | | | | | 1.0% | | | | | | 5/22/20 | | | | | | 27,507 | | | | | | 27,507 | | | | | | 27,507 | | |
Waterbridge Operating LLC | | | (h) | | | Midstream | | | L+575 | | | | | 1.0% | | | | | | 6/22/26 | | | | | | 24,938 | | | | | | 24,348 | | | | | | 24,595 | | |
Total Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,317,947 | | | | | | 1,199,989 | | |
Unfunded Loan Commitments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (65,418) | | | | | | (65,418) | | |
Net Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,252,529 | | | | | | 1,134,571 | | |
Senior Secured Loans – Second Lien – 23.7% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Aethon III BR LLC | | | (w) | | | Upstream | | | L+675 | | | | | 1.0% | | | | | | 1/10/25 | | | | | | 10,000 | | | | | | 9,868 | | | | | | 9,956 | | |
Aethon United BR LP | | | (h)(w) | | | Upstream | | | L+675 | | | | | 1.0% | | | | | | 9/8/23 | | | | | | 148,150 | | | | | | 146,582 | | | | | | 146,298 | | |
Arena Energy, LP | | | (h)(w)(x) | | | Upstream | | | L+900, 4.0% PIK (4.0% Max PIK) | | | | | 1.0% | | | | | | 1/24/21 | | | | | | 116,730 | | | | | | 116,730 | | | | | | 113,575 | | |
Bellatrix Exploration Ltd. | | | (k)(w) | | | Upstream | | | 8.5% | | | | | | | | | | | 9/11/23 | | | | | | 22,511 | | | | | | 22,511 | | | | | | 22,511 | | |
Bellatrix Exploration Ltd. | | | (k)(m)(o)(w)(x) | | | Upstream | | | 8.5% | | | | | | | | | | | 9/11/23 | | | | | | 54,108 | | | | | | 49,379 | | | | | | 17,168 | | |
Chisholm Oil and Gas Operating, LLC | | | (w)(x) | | | Upstream | | | L+550, 3.0% PIK (3.0% Max PIK) | | | | | 1.3% | | | | | | 3/21/24 | | | | | | 197,503 | | | | | | 196,000 | | | | | | 149,201 | | |
Chisholm Energy Holdings, LLC | | | (w) | | | Upstream | | | L+625 | | | | | 1.5% | | | | | | 5/15/26 | | | | | | 21,429 | | | | | | 21,230 | | | | | | 21,090 | | |
Chisholm Energy Holdings, LLC | | | (e)(w) | | | Upstream | | | L+625 | | | | | 1.5% | | | | | | 5/15/26 | | | | | | 8,571 | | | | | | 8,571 | | | | | | 8,436 | | |
Encino Acquisition Partners Holdings LLC | | | | | | Upstream | | | L+675 | | | | | 1.0% | | | | | | 10/29/25 | | | | | | 41,828 | | | | | | 35,334 | | | | | | 31,579 | | |
Peak Exploration & Production, LLC | | | (w) | | | Upstream | | | L+675 | | | | | 1.5% | | | | | | 11/16/23 | | | | | | 13,545 | | | | | | 13,484 | | | | | | 13,435 | | |
Peak Exploration & Production, LLC | | | (e)(w) | | | Upstream | | | L+675 | | | | | 1.5% | | | | | | 11/16/23 | | | | | | 1,505 | | | | | | 1,505 | | | | | | 1,493 | | |
Penn Virginia Holdings Corp. | | | (h)(k)(w) | | | Upstream | | | L+700 | | | | | 1.0% | | | | | | 9/29/22 | | | | | | 20,000 | | | | | | 20,000 | | | | | | 19,726 | | |
Rosehill Operating Company, LLC | | | (w)(x) | | | Upstream | | | 10.0% | | | | | | | | | | | 1/31/23 | | | | | | 1,667 | | | | | | 1,655 | | | | | | 1,619 | | |
SilverBow Resources, Inc. | | | (h)(k)(w) | | | Upstream | | | L+750 | | | | | 1.0% | | | | | | 12/15/24 | | | | | | 19,000 | | | | | | 18,853 | | | | | | 18,802 | | |
Titan Energy Operating, LLC | | | (m)(o)(w)(x)(z) | | | Upstream | | | L+1300 PIK (L+1300 Max PIK) | | | | | 1.0% | | | | | | 2/23/20 | | | | | | 137,233 | | | | | | 100,902 | | | | | | — | | |
Total Senior Secured Loans – Second Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 762,604 | | | | | | 574,889 | | |
Unfunded Loan Commitments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,076) | | | | | | (10,076) | | |
Net Senior Secured Loans – Second Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 752,528 | | | | | | 564,813 | | |
Senior Secured Bonds – 22.0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Black Swan Energy Ltd. | | | (h)(k)(w)(x) | | | Upstream | | | 9.0% | | | | | | | | | | | 1/20/24 | | | | | | 90,000 | | | | | | 90,000 | | | | | | 91,692 | | |
Denbury Resources Inc. | | | (k) | | | Upstream | | | 7.5% | | | | | | | | | | | 2/15/24 | | | | | | 12,000 | | | | | | 11,995 | | | | | | 10,260 | | |
Denbury Resources Inc. | | | (k) | | | Upstream | | | 9.3% | | | | | | | | | | | 3/31/22 | | | | | | 42,341 | | | | | | 42,139 | | | | | | 40,024 | | |
FourPoint Energy, LLC | | | (h)(w)(x)(z) | | | Upstream | | | 9.0% | | | | | | | | | | | 12/31/21 | | | | | | 235,125 | | | | | | 231,597 | | | | | | 223,369 | | |
Talen Energy Supply LLC | | | (h) | | | Power | | | 7.3% | | | | | | | | | | | 5/15/27 | | | | | | 34,319 | | | | | | 34,042 | | | | | | 36,176 | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | | |||||||||||||||||
Velvet Energy Ltd. | | | (h)(k)(w) | | | Upstream | | | 9.0% | | | | | | | | | | | 10/5/23 | | | | | $ | 120,000 | | | | | $ | 120,000 | | | | | $ | 122,700 | | | | ||
Total Senior Secured Bonds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 529,773 | | | | | | 524,221 | | | | ||
Unsecured Debt – 13.6% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Ferrellgas, L.P. | | | | | | Midstream | | | 6.5% | | | | | | | | | | | 5/1/21 | | | | | | 24,729 | | | | | | 22,296 | | | | | | 21,462 | | | | ||
Ferrellgas, L.P. | | | | | | Midstream | | | 6.8% | | | | | | | | | | | 1/15/22 | | | | | | 25,020 | | | | | | 22,137 | | | | | | 21,337 | | | | ||
Global Jet Capital Holdings, LP | | | (w)(x) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 1/30/25 | | | | | | 1,145 | | | | | | 1,067 | | | �� | | | 1,145 | | | | ||
Global Jet Capital Holdings, LP | | | (w)(x) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 4/30/25 | | | | | | 7,276 | | | | | | 6,779 | | | | | | 7,276 | | | | ||
Global Jet Capital Holdings, LP | | | (w)(x) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 9/3/25 | | | | | | 1,503 | | | | | | 1,401 | | | | | | 1,503 | | | | ||
Global Jet Capital Holdings, LP | | | (w)(x) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 9/29/25 | | | | | | 1,415 | | | | | | 1,319 | | | | | | 1,415 | | | | ||
Global Jet Capital Holdings, LP | | | (w)(x) | | | Industrials | | | 15.0% PIK (15.0% Max PIK) | | | | | | | | | | | 12/2/26 | | | | | | 1,245 | | | | | | 1,160 | | | | | | 1,245 | | | | ||
Great Western Petroleum, LLC | | | (w)(x) | | | Upstream | | | 8.5% | | | | | | | | | | | 4/15/25 | | | | | | 13,636 | | | | | | 13,101 | | | | | | 11,966 | | | | ||
Great Western Petroleum, LLC | | | (x) | | | Upstream | | | 9.0% | | | | | | | | | | | 9/30/21 | | | | | | 35,830 | | | | | | 35,764 | | | | | | 32,129 | | | | ||
Hammerhead Resources Inc. | | | (k)(w)(x) | | | Upstream | | | 9.0% | | | | | | | | | | | 7/10/22 | | | | | | 100,000 | | | | | | 98,299 | | | | | | 96,750 | | | | ||
Lonestar Resources America Inc. | | | (x) | | | Upstream | | | 11.3% | | | | | | | | | | | 1/1/23 | | | | | | 37,500 | | | | | | 38,310 | | | | | | 25,781 | | | | ||
Martin Midstream Partners L.P. | | | (k)(x) | | | Midstream | | | 7.3% | | | | | | | | | | | 2/15/21 | | | | | | 12,723 | | | | | | 12,453 | | | | | | 11,615 | | | | ||
Moss Creek Resources, LLC | | | (x) | | | Upstream | | | 7.5% | | | | | | | | | | | 1/15/26 | | | | | | 42,693 | | | | | | 40,473 | | | | | | 32,566 | | | | ||
Oasis Petroleum Inc. | | | (k) | | | Upstream | | | 6.9% | | | | | | | | | | | 3/15/22 | | | | | | 2,000 | | | | | | 1,946 | | | | | | 1,930 | | | | ||
Oasis Petroleum Inc. | | | (k) | | | Upstream | | | 6.9% | | | | | | | | | | | 1/15/23 | | | | | | 11,850 | | | | | | 11,085 | | | | | | 11,613 | | | | ||
Talen Energy Supply LLC | | | | | | Power | | | 9.5% | | | | | | | | | | | 7/15/22 | | | | | | 10,365 | | | | | | 10,442 | | | | | | 10,371 | | | | ||
Tenrgys, LLC | | | (m)(n)(o)(w)(x) | | | Upstream | | | L+900 | | | | | 2.5% | | | | | | 12/23/18 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 28,000 | | | | ||
Whiting Petroleum Corp. | | | (k) | | | Upstream | | | 5.8% | | | | | | | | | | | 3/15/21 | | | | | | 5,395 | | | | | | 5,201 | | | | | | 5,116 | | | | ||
Total Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 398,233 | | | | | | 323,220 | | | | | |
|
Portfolio Company(a) | | | Footnotes | | | Industry | | | Rate(b) | | | Floor | | | Maturity | | | Number of Shares | | | Amortized Cost | | | Fair Value(d) | | |||||||||
Preferred Equity – 30.4%(l) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Abaco Energy Technologies LLC, Preferred Equity | | | (o)(w)(x) | | | Service & Equipment | | | | | | | | | | | | | | | | | 28,942,003 | | | | | $ | 1,447 | | | | $11,982 | |
Altus Midstream LP, Series A Preferred Units | | | (j)(w)(x) | | | Midstream | | | 11.0% | | | | | | | | 6/28/26 | | | | | | 51,053 | | | | | | 52,185 | | | | 53,095 | |
Global Jet Capital Holdings, LP, Preferred Equity | | | (o)(w)(x) | | | Industrials | | | | | | | | | | | | | | | | | 27,856 | | | | | | 2,786 | | | | 348 | |
Great Western Petroleum, LLC, Preferred Equity | | | (n)(w)(x) | | | Upstream | | | 15.5% | | | | | | | | 12/31/27 | | | | | | 36,364 | | | | | | 42,306 | | | | 39,332 | |
Limetree Bay Ventures, LLC, Preferred Equity | | | (w)(x) | | | Midstream | | | 13.5% | | | | | | | | 11/27/23 | | | | | | 83,877,497 | | | | | | 84,155 | | | | 72,831 | |
Limetree Bay Ventures, LLC, Preferred Equity | | | (w)(x) | | | Midstream | | | 13.5% | | | | | | | | 11/27/23 | | | | | | 42,402,611 | | | | | | 42,403 | | | | 35,489 | |
MB Precision Investment Holdings LLC, Class A Preferred Units | | | (n)(o)(w)(x)(z) | | | Industrials | | | | | | | | | | | | | | | | | 8,952,623 | | | | | | 1,880 | | | | 1,205 | |
NGL Energy Partners, LP, Preferred Equity | | | (k)(w)(x) | | | Midstream | | | 14.2% | | | | | | | | 7/2/27 | | | | | | 156,250 | | | | | | 155,770 | | | | 159,198 | |
NuStar, Preferred Equity | | | (h)(k)(w)(x) | | | Midstream | | | 12.8% | | | | | | | | 6/29/28 | | | | | | 5,910,165 | | | | | | 150,836 | | | | 178,842 | |
Rosehill Resources, Inc. Preferred Equity | | | (o)(w)(x) | | | Upstream | | | | | | | | | | | | | | | | | 2,536 | | | | | | 2,511 | | | | 2,709 | |
Segreto Power Holdings, LLC, Preferred Equity | | | (g)(w)(x) | | | Power | | | 13.1% | | | | | | | | 5/8/25 | | | | | | 70,297 | | | | | | 83,418 | | | | 82,311 | |
TE Holdings, LLC, Preferred Equity | | | (o)(x) | | | Upstream | | | | | | | | | | | | | | | | | 1,475,531 | | | | | | 14,734 | | | | — | |
USA Compression Partners, LP, Preferred Equity | | | (h)(k)(w)(x) | | | Midstream | | | 9.8% | | | | | | | | 4/3/28 | | | | | | 79,336 | | | | | | 77,452 | | | | 84,500 | |
Total Preferred Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 711,883 | | | | 721,842 | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Number of Shares | | | Amortized Cost | | | Fair Value(d) | | |||||||||
Equity/Other – 9.0%(l) | | | | | | | | | | | | | | | | | | | | | | | | | |
Abaco Energy Technologies LLC, Common Equity | | | (o)(w)(x) | | | Service & Equipment | | | | | 6,944,444 | | | | | $ | 6,944 | | | | | $ | 2,167 | | |
AIRRO (Mauritius) Holdings II, Warrants | | | (k)(o)(p)(w) | | | Power | | | | | 35 | | | | | | 2,652 | | | | | | 1,129 | | |
Allied Downhole Technologies, LLC, Common Equity | | | (n)(o)(w)(x) | | | Service & Equipment | | | | | 7,431,113 | | | | | | 7,223 | | | | | | 372 | | |
Allied Downhole Technologies, LLC, Warrants | | | (n)(o)(w)(x) | | | Service & Equipment | | | | | 5,344,680 | | | | | | 1,865 | | | | | | 267 | | |
Ascent Resources Utica Holdings, LLC, Common Equity | | | (o)(q)(w)(x) | | | Upstream | | | | | 148,692,908 | | | | | | 44,700 | | | | | | 39,404 | | |
Bellatrix Exploration Ltd., Warrants | | | (k)(o)(w) | | | Upstream | | | | | 1,533,197 | | | | | | — | | | | | | — | | |
BL Sand Hills Unit, L.P., Net Profits Interest | | | (o)(s)(w)(x)(z) | | | Upstream | | | | | N/A | | | | | | 5,180 | | | | | | — | | |
BL Sand Hills Unit, L.P., Overriding Royalty Interest | | | (o)(s)(w)(x)(z) | | | Upstream | | | | | N/A | | | | | | 740 | | | | | | — | | |
BL Sand Hills Unit, L.P., Series A Units | | | (g)(o)(w)(x)(z) | | | Upstream | | | | | 29,117 | | | | | | 24,019 | | | | | | — | | |
Chisholm Oil and Gas, LLC, Series A Units | | | (g)(o)(w)(x) | | | Upstream | | | | | 14,700,000 | | | | | | 14,700 | | | | | | — | | |
Cimarron Energy Holdco Inc., Common Equity | | | (o)(w)(x) | | | Service & Equipment | | | | | 4,302,293 | | | | | | 3,950 | | | | | | 277 | | |
Cimarron Energy Holdco Inc., Participation Option | | | (o)(w)(x) | | | Service & Equipment | | | | | 25,000,000 | | | | | | 1,289 | | | | | | 1,613 | | |
FourPoint Energy, LLC, Common Equity, Class C-II-A Units | | | (n)(o)(w)(x)(z) | | | Upstream | | | | | 66,000 | | | | | | 66,000 | | | | | | 6,906 | | |
FourPoint Energy, LLC, Common Equity, Class D Units | | | (n)(o)(w)(x)(z) | | | Upstream | | | | | 12,374 | | | | | | 8,176 | | | | | | 1,307 | | |
FourPoint Energy, LLC, Common Equity, Class E-II Units | | | (g)(o)(w)(x)(z) | | | Upstream | | | | | 150,937 | | | | | | 37,734 | | | | | | 15,793 | | |
FourPoint Energy, LLC, Common Equity, Class E-III Units | | | (g)(n)(o)(w)(x)(z) | | | Upstream | | | | | 222,750 | | | | | | 55,688 | | | | | | 23,306 | | |
Harvest Oil & Gas Corp., Common Equity | | | (o)(x)(z) | | | Upstream | | | | | 1,350,620 | | | | | | 20,259 | | | | | | 8,644 | | |
JSS Holdco, LLC, Net Profits Interest | | | (o)(w)(x) | | | Industrials | | | | | N/A | | | | | | — | | | | | | 156 | | |
Limetree Bay Ventures, LLC, Common Equity | | | (o)(w)(x) | | | Midstream | | | | | 106,363 | | | | | | 3,406 | | | | | | — | | |
Portfolio Company(a) | | | Footnotes | | | Industry | | | Number of Shares | | | Amortized Cost | | | Fair Value(d) | | |||||||||
Lusk Operating LLC, Common Equity | | | (o)(r)(w)(aa) | | | Upstream | | | | | 2,000 | | | | | $ | — | | | | | $ | — | | |
Luxe Drillship Operating, LLC, Overriding Royalty Interest | | | (o)(w) | | | Upstream | | | | | N/A | | | | | | 1,354 | | | | | | 1,354 | | |
MB Precision Investment Holdings LLC, Class A-2 Units | | | (n)(o)(w)(z) | | | Industrials | | | | | 1,426,110 | | | | | | 490 | | | | | | — | | |
NGL Energy Partners, LP, Warrants (Par) | | | (k)(o)(w) | | | Midstream | | | | | 2,187,500 | | | | | | 3,083 | | | | | | 2,142 | | |
NGL Energy Partners, LP, Warrants (Premium) | | | (k)(o)(w)(x) | | | Midstream | | | | | 3,125,000 | | | | | | 2,623 | | | | | | 1,924 | | |
NGL Energy Partners, LP, Warrants (Premium) | | | (k)(o)(w) | | | Midstream | | | | | 781,250 | | | | | | 576 | | | | | | 576 | | |
NGL Energy Partners, LP, Warrants (Par) | | | (k)(o)(w) | | | Midstream | | | | | 546,875 | | | | | | 630 | | | | | | 630 | | |
PDI Parent LLC, Common Equity | | | (o)(w)(x) | | | Power | | | | | 1,941,431 | | | | | | 1,663 | | | | | | 757 | | |
Ridgeback Resources Inc., Common Equity | | | (k)(o)(t)(w)(x)(z) | | | Upstream | | | | | 9,599,928 | | | | | | 58,985 | | | | | | 50,721 | | |
Sunnova Energy Corp., Common Equity | | | (o)(x) | | | Power | | | | | 3,392,666 | | | | | | 38,167 | | | | | | 37,862 | | |
Swift Worldwide Resources Holdco Limited, Common Equity | | | (k)(o)(u)(w)(x) | | | Service & Equipment | | | | | 3,750,000 | | | | | | 6,029 | | | | | | 1,575 | | |
TE Holdings, LLC, Common Equity | | | (g)(o)(x) | | | Upstream | | | | | 2,225,950 | | | | | | 18,921 | | | | | | 178 | | |
Titan Energy, LLC, Common Equity | | | (o)(x)(z) | | | Upstream | | | | | 555,496 | | | | | | 17,554 | | | | | | 16 | | |
USA Compression Partners, LP, Warrants (Market) | | | (k)(o)(w)(x) | | | Midstream | | | | | 793,359 | | | | | | 555 | | | | | | 1,722 | | |
USA Compression Partners, LP, Warrants (Premium) | | | (k)(o)(w)(x) | | | Midstream | | | | | 1,586,719 | | | | | | 714 | | | | | | 2,221 | | |
Warren Resources, Inc., Common Equity | | | (o)(w)(x)(z) | | | Upstream | | | | | 4,415,749 | | | | | | 20,754 | | | | | | 10,951 | | |
White Star Petroleum Holdings, LLC, Common Equity | | | (g)(o)(w)(x) | | | Upstream | | | | | 4,867,084 | | | | | | 4,137 | | | | | | — | | |
Total Equity/Other | | | | | | | | | | | | | | | | | 480,760 | | | | | | 213,970 | | |
TOTAL INVESTMENTS – 146.4% | | | | | | | | | | | | | | | | $ | 4,125,706 | | | | | | 3,482,637 | | |
LIABILITIES IN EXCESS OF OTHER ASSETS – (46.4%) | | | (i) | | | | | | | | | | | | | | | | | | | | (1,103,032) | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | | | | | | | | $ | 2,379,605 | | |
|
Counterparty | | | Type | | | Location | | | Period | | | Bbls | | | Weighted Average Price ($/Bbls) | | | Unrealized Appreciation(1) | | | Unrealized Depreciation(1) | | ||||||||||||
BP Energy Company | | | Fixed | | | NYMEX WTI | | | January 1, 2020 – December 31, 2023 | | | | | 993,727 | | | | | $ | 61.69 | | | | | $ | 5,988 | | | | | $ | — | | |
BP Energy Company | | | Basis | | | NYMEX WTI/Argus LLS | | | January 1, 2020 – December 31, 2023 | | | | | 993,702 | | | | | $ | 2.97 | | | | | | 274 | | | | | | 280 | | |
Total Swap Contracts – Crude Oil | | | | | | | | | | | | | | | | | | | | | | | | | | 6,262 | | | | | | 280 | | |
Counterparty | | | Type | | | Location | | | Period | | | MMBtu | | | Weighted Average Price ($/MMBtu) | | | Unrealized Appreciation(1) | | | Unrealized Depreciation(1) | | ||||||||||||
Macquarie Bank Limited | | | Fixed | | | NYMEX Henry Hub | | | February 1, 2020 – December 31, 2023 | | | | | 6,368,951 | | | | | $ | 2.58 | | | | | $ | 569 | | | | | $ | — | | |
Total Swap Contracts – Natural Gas | | | | | | | | | | | | | | | | | | | | | | | | | | 569 | | | | | | — | | |
TOTAL SWAP CONTRACTS | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6,831 | | | | | $ | 280 | | |
Portfolio Company | | | Fair Value at December 31, 2018 | | | Purchases, Paid-in-Kind Interest and Transfers In | | | Sales, Repayments and Transfers Out | | | Accretion of Discount | | | Net Realized Gain (Loss) | | | Net Change in Unrealized Appreciation (Depreciation) | | | Fair Value at December 31, 2019 | | | Interest Income(1) | | | PIK Income(1) | | | Fee Income(1) | | ||||||||||||||||||||||||||||||
Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Altus Power America, Inc. | | | | $ | 83,247 | | | | | $ | — | | | | | $ | (85,939) | | | | | $ | — | | | | | $ | — | | | | | $ | 2,692 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
BL Sand Hills Unit, L.P. | | | | | 20,000 | | | | | | — | | | | | | (800) | | | | | | — | | | | | | 105 | | | | | | (19,017) | | | | | | 288 | | | | | | 782 | | | | | | — | | | | | | — | | |
MB Precision Holdings LLC | | | | | 4,573 | | | | | | 105 | | | | | | (112) | | | | | | 148 | | | | | | 38 | | | | | | (167) | | | | | | 4,585 | | | | | | 696 | | | | | | 105 | | | | | | — | | |
Warren Resources, Inc. | | | | | 27,297 | | | | | | 210 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,507 | | | | | | 3,256 | | | | | | 210 | | | | | | — | | |
Senior Secured Loans – Second Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Titan Energy Operating, LLC | | | | | 12,411 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,411) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Senior Secured Bonds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FourPoint Energy, LLC | | | | | 231,010 | | | | | | — | | | | | | — | | | | | | 2,530 | | | | | | — | | | | | | (10,171) | | | | | | 223,369 | | | | | | 24,088 | | | | | | — | | | | | | — | | |
Sunnova Energy Corp. | | | | | 17,757 | | | | | | 19,637 | | | | | | (37,474) | | | | | | (67) | | | | | | 36 | | | | | | 111 | | | | | | — | | | | | | 1,091 | | | | | | 759 | | | | | | 4,657 | | |
Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sunnova Energy Corp. | | | | | — | | | | | | 757 | | | | | | (629) | | | | | | — | | | | | | (128) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Altus Power America Holdings, LLC, Preferred Equity | | | | | 28,217 | | | | | | — | | | | | | (28,646) | | | | | | — | | | | | | — | | | | | | 429 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
MB Precision Investment Holdings LLC, Class A Preferred Units | | | | | 1,248 | | | | | | 37 | | | | | | — | | | | | | — | | | | | | — | | | | | | (80) | | | | | | 1,205 | | | | | | — | | | | | | — | | | | | | — | | |
Sunnova Energy Corp., Preferred Equity | | | | | 6,134 | | | | | ��� | — | | | | | | (5,387) | | | | | | — | | | | | | (561) | | | | | | (186) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Equity/Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Altus Power America Holdings, LLC, Common Equity | | | | | 2,183 | | | | | | — | | | | | | (12,474) | | | | | | — | | | | | | — | | | | | | 10,291 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BL Sand Hills Unit, L.P., Net Profits Interest | | | | | 1,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,150) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BL Sand Hills Unit, L.P., Overriding Royalty Interest | | | | | 738 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (738) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BL Sand Hills Unit, L.P., Series A Units | | | | | 3,239 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,239) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
FourPoint Energy, LLC, Common Equity, Class C-II-A Units | | | | | 14,768 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,862) | | | | | | 6,906 | | | | | | — | | | | | | — | | | | | | — | | |
FourPoint Energy, LLC, Common Equity, Class D Units | | | | | 2,800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,493) | | | | | | 1,307 | | | | | | — | | | | | | — | | | | | | — | | |
FourPoint Energy, LLC, Common Equity, Class E-II Units | | | | | 33,772 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,979) | | | | | | 15,793 | | | | | | — | | | | | | — | | | | | | — | | |
FourPoint Energy, LLC, Common Equity, Class E-III Units | | | | | 49,840 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (26,534) | | | | | | 23,306 | | | | | | — | | | | | | — | | | | | | — | | |
Harvest Oil & Gas Corp., Common Equity | | | | | 24,284 | | | | | | — | | | | | | (9,455) | | | | | | — | | | | | | — | | | | | | (6,185) | | | | | | 8,644 | | | | | | — | | | | | | — | | | | | | — | | |
MB Precision Investment Holdings LLC, Class A-2 Units | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ridgeback Resources Inc., Common Equity | | | | | 47,488 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,233 | | | | | | 50,721 | | | | | | — | | | | | | — | | | | | | — | | |
Sunnova Energy Corp., Common Equity | | | | | — | | | | | | — | | | | | | (32,151) | | | | | | — | | | | | | 7,125 | | | | | | 25,026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Titan Energy, LLC, Common Equity | | | | | 167 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (151) | | | | | | 16 | | | | | | — | | | | | | — | | | | | | — | | |
Warren Resources, Inc., Common Equity | | | | | 10,377 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 574 | | | | | | 10,951 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | $ | 622,700 | | | | | $ | 20,746 | | | | | $ | (213,067) | | | | | $ | 2,611 | | | | | $ | 6,615 | | | | | $ | (65,007) | | | | | $ | 374,598 | | | | | $ | 29,913 | | | | | $ | 1,074 | | | | | $ | 4,657 | | |
Pursuant to the terms of the FS/EIG investment advisory agreement, FS/EIGInvestment Advisory and Administrative Services Agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the FS/EIG investment advisory agreementInvestment Advisory and Administrative Services Agreement is calculated and payable quarterly in arrears and equals 20.0% of the Company’s “pre-incentive“pre-incentive fee net investment income” for the immediately preceding quarter subject to a hurdle rate, expressed as a rate of return on adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS/EIGthe Advisor will not earn this
incentive fee for any quarter until the Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.625%. For purposes of this fee, “adjusted capital” means cumulative gross proceeds generated from sales of the Company’s common sharesShares (including proceeds from its distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Company’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, FS/EIGthe Advisor will be entitled to a “catch-up”“catch-up” fee equal to the amount of the Company’s pre-incentive fee net investment income in excess of the hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.031%, or 8.125% annually, of adjusted capital. This “catch-up”“catch-up” feature will allow FS/EIGthe Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, FS/EIGthe Advisor will be entitled to receive 20.0% of the Company’s pre-incentive fee net investment income.
The Company may enter into swap contracts to economically hedge against the variability in cash flows associated with the sale of future crude oil and natural gas production. While the use of these derivative instruments limits the downside risk of adverse price movements, their use also limits future revenues from upward price movements. The Company’s previously held fixed price swaps were settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price was less than the price specified in the contract, the Company received an amount from the counterparty based on the price difference multiplied by the volume.
| | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||
Reinvestment of Distributions | | | | | 6,420,185 | | | | | $ | 26,236 | | | | | | 16,921,366 | | | | | $ | 101,727 | | | | | | 18,007,138 | | | | | $ | 118,191 | | |
Share Repurchase Program | | | | | (4,877,069) | | | | | | (26,823) | | | | | | (18,895,526) | | | | | | (114,998) | | | | | | (23,601,106) | | | | | | (156,658) | | |
Net Proceeds from Share Transactions | | | | | 1,543,116 | | | | | $ | (587) | | | | | | (1,974,160) | | | | | $ | (13,271) | | | | | | (5,593,968) | | | | | $ | (38,467) | | |
For the Three Months Ended | | | Repurchase Date | | | Shares Repurchased | | | Percentage of Shares Tendered That Were Repurchased | | | Percentage of Outstanding Shares Repurchased as of the Repurchase Date | | | Repurchase Price Per Share | | | Aggregate Consideration for Repurchased Shares | | |||||||||||||||
Fiscal 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2017 | | | January 12, 2018 | | | | | 9,018,665 | | | | | | 64% | | | | | | 2.02% | | | | | $ | 6.70 | | | | | $ | 60,425 | | |
March 31, 2018 | | | April 2, 2018 | | | | | 4,786,015 | | | | | | 24% | | | | | | 1.08% | | | | | $ | 6.55 | | | | | | 31,348 | | |
June 30, 2018 | | | July 2, 2018 | | | | | 4,554,498 | | | | | | 20% | | | | | | 1.03% | | | | | $ | 6.60 | | | | | | 30,060 | | |
September 30, 2018 | | | October 1, 2018 | | | | | 4,346,141 | | | | | | 16% | | | | | | 0.99% | | | | | $ | 6.65 | | | | | | 28,902 | | |
Total | | | | | | | | 22,705,319 | | | | | | | | | | | | | | | | | | | | | | | $ | 150,735 | | |
Fiscal 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2018 | | | January 2, 2019 | | | | | 4,568,195 | | | | | | 16% | | | | | | 1.04% | | | | | $ | 6.10 | | | | | $ | 27,866 | | |
March 31, 2019 | | | April 1, 2019 | | | | | 4,365,903 | | | | | | 13% | | | | | | 0.99% | | | | | $ | 6.20 | | | | | | 27,069 | | |
June 30, 2019 | | | July 23, 2019 | | | | | 4,193,499 | | | | | | 10% | | | | | | 0.95% | | | | | $ | 6.20 | | | | | | 26,000 | | |
September 30, 2019 | | | October 2, 2019 | | | | | 4,243,599 | | | | | | 9% | | | | | | 0.97% | | | | | $ | 5.85 | | | | | | 24,825 | | |
Total | | | | | | | | 17,371,196 | | | | | | | | | | | | | | | | | | | | | | | $ | 105,760 | | |
Fiscal 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2019 | | | January 8, 2020 | | | | | 4,354,073 | | | | | | 9% | | | | | | 0.99% | | | | | $ | 5.50 | | | | | $ | 23,947 | | |
March 31, 2020 | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
June 30, 2020 | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
September 30, 2020 | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | | | | 4,354,073 | | | | | | | | | | | | | | | | | | | | | | | $ | 23,947 | | |
For the Three Months Ended | | | Repurchase Date | | | Shares Repurchased | | | Percentage of Outstanding Shares Repurchased as of the Repurchase Date | | | Repurchase Price Per Share | | | Aggregate Consideration for Repurchased Shares | | ||||||||||||
Fiscal 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2018 | | | July 19, 2018 | | | | | 659,593 | | | | | | 0.15% | | | | | $ | 6.60 | | | | | $ | 4,353 | | |
September 30, 2018 | | | October 10, 2018 | | | | | 236,194 | | | | | | 0.05% | | | | | $ | 6.65 | | | | | | 1,570 | | |
Total | | | | | | | | 895,787 | | | | | | | | | | | | | | | | | $ | 5,923 | | |
Fiscal 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2018 | | | January 16, 2019 | | | | | 423,643 | | | | | | 0.10% | | | | | $ | 6.10 | | | | | $ | 2,584 | | |
March 31, 2019 | | | April 11, 2019 | | | | | 297,672 | | | | | | 0.07% | | | | | $ | 6.20 | | | | | | 1,846 | | |
June 30, 2019 | | | August 8, 2019 | | | | | 312,841 | | | | | | 0.07% | | | | | $ | 6.20 | | | | | | 1,940 | | |
September 30, 2019 | | | October 17, 2019 | | | | | 490,174 | | | | | | 0.11% | | | | | $ | 5.85 | | | | | | 2,868 | | |
Total | | | | | | | | 1,524,330 | | | | | | | | | | | | | | | | | $ | 9,238 | | |
Fiscal 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2019 | | | January 17, 2020 | | | | | 522,996 | | | | | | 0.12% | | | | | $ | 5.50 | | | | | $ | 2,876 | | |
March 31, 2020(1) | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
June 30, 2020(1) | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
September 30, 2020(1) | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | | | | 522,996 | | | | | | | | | | | | | | | | | $ | 2,876 | | |
Pursuant to the FS/EIG investment advisory agreement, FS/EIGInvestment Advisory and Administrative Services Agreement, the Advisor oversees the Company’s day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities and other administrative services. FS/EIGThe Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s shareholders and reports filed with the Securities and Exchange Commission, or SEC.
The Company reimburses FS/EIGthe Advisor for expenses necessary to perform services related to the Company’s administration and operations, including FS/EIGthe Advisor’s allocable portion of the compensation and/or related expenses of certain personnel of FS Investments and EIG providing administrative services to the Company on behalf of FS/EIGthe Advisor, and for transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. The Company reimburses FS/EIGthe Advisor no less than quarterly for expenses necessary to perform services related to the Company’s administration and operations. The amount of this reimbursement is set at the lesser of (1) FS/EIGthe Advisor’s actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. FS/EIGThe Advisor allocates the cost of such services to the Company based on factors such as time allocations and other reasonable metrics. The Company’s board of trustees reviews the methodology employed in determining how the expenses are allocated to the Company and assesses the reasonableness of such reimbursements for expenses allocated to the Company based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party providers known to be available. In addition, the Company’s board of trustees considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of trustees, among other things, compares the total amount paid to FS/EIGthe Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The Company does not reimburse FS/EIGthe Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of
The following table describes the fees and expenses accrued under the FS Advisor investment advisory agreementInvestment Advisory and FS/EIG investment advisory agreementAdministrative Services Agreement during the years ended December 31, 2021 and 2020 2019 and 2018:
| | | | | | | | | Year Ended December 31, | | |||||||||||||||
Related Party | | | Source Agreement | | | Description | | | 2020 | | | 2019 | | | 2018 | | |||||||||
FS Advisor and FS/EIG Advisor | | | FS Advisor investment advisory agreement and FS/EIG investment advisory agreement | | | Base Management Fee(1) | | | | $ | 48,323 | | | | | $ | 62,534 | | | | | $ | 68,799 | | |
FS Advisor and FS/EIG Advisor | | | FS Advisor investment advisory agreement and FS/EIG investment advisory agreement | | | Administrative Services Expenses(2) | | | | $ | 6,579 | | | | | $ | 4,760 | | | | | $ | 3,717 | | |
Related Party | Source Agreement | Description | Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||||||
The Advisor | Investment Advisory and Administrative Services Agreement | Base Management Fee(1) | $ | 40,122 | $ | 48,323 | ||||||
The Advisor | Investment Advisory and Administrative Services Agreement | Administrative Services Expenses(2) | $ | 5,713 | $ | 6,579 |
(1) | During the years ended December 31, 2021 and 2020, $39,812 and $53,749, respectively, in base management fees were paid to the Advisor. The base management fee amount shown in the table above for the years ended December 31, 2021 and 2020 is shown net of $1,439 and $706, respectively, in structuring or other upfront fees received by the Advisor and offset against base management fees. As of December 31, 2021, $10,466 in base management fees were payable to the Advisor. |
(2) | During the years ended December 31, 2021 and 2020, $3,450 and $3,821, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by the Advisor and the remainder related to other reimbursable expenses. The Company paid $4,849 and $5,316, respectively, in administrative services expenses to the Advisor, or its affiliates, during the years ended December 31, 2021 and 2020. |
Exemptive Relief
As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs
Potential Conflicts of Interest
The members of the senior management and investment teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the EIG Order.
activities which are unrelated to the Company. As a result of these activities, the Advisor, FS Investments, EIG, their employees and certain of their affiliates will have conflicts of interest in allocating their time between the Company quarterlyand other activities in which they are or may become involved, including the management of other entities affiliated with FS Investments or EIG. The Advisor and its employees will devote only as much of its or their time to the Company’s business as the Advisor and its employees, in their judgment, determine is reasonably required, which may be substantially less than their full time.
The Advisor’s affiliates and its personnel are simultaneously providing investment advisory services to other affiliated entities. The Advisor may determine that it is appropriate for expensesthe Company and one or more other investment accounts managed by the Advisor’s affiliates to participate in an amount equalinvestment opportunity. To the extent the Company is able to make co-investments with investment accounts managed by the difference betweenAdvisor or its affiliates, these co-investment opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Company’s cumulative distributions paid to its shareholdersCompany and the other participating accounts. In addition, conflicts of interest or perceived conflicts of interest may also arise in each quarter, less the sum of the Company’s netdetermining which investment company taxable income, net capital gains and dividends and other distributions paidopportunities should be presented to the Company on account of preferred and common equity investments in portfolio companies (to the extent such amounts are not included in net investment company taxable income or net capital gains) in each quarter.
Trustee Independence
A majority of the expense reimbursement agreement survived the terminationmembers of the agreement. AsBoard are not “interested persons,” as defined in Section 2(a)(19) of the JV Effective Date,1940 Act, of the Company entered into an expense support and conditional reimbursement agreement with FS/EIG Advisor, or the FS/EIG expense reimbursement agreement, on substantially similar terms.
The Board is currently comprised of eight trustees, six of whom are Independent Trustees. The Board has determined that the following trustees are Independent Trustees: Ms. McGinty and Messrs. Brown, Chandler, Goldstein, Pizzi and Ramos. Based upon information requested from each trustee concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the Independent Trustees has, or within the last two years had, a material business or professional relationship with the Company, did not accrueother than in his or her capacity as a member of the Board or any expense reimbursements from FS Investments underBoard committee or as a shareholder.
Item 14. | Principal Accountant Fees and Services. |
Fees to Auditors
Set forth in the expense reimbursement agreementtable below are audit fees, audit related fees, tax fees and as of December 31, 2018, the Company had no reimbursements due from FS Investments.
Fiscal Year | Audit Fees | Audit-Related Fees(1) | Tax Fees | All Other Fees(2) | ||||||||||||
2021 | $ | 457,091 | — | — | — | |||||||||||
2020 | $ | 465,551 | — | — | — |
(1) | “Audit-Related Fees” are those fees billed to the Company by RSM, LLP for services provided by RSM, LLP or fees billed for expenses relating to the review by RSM, LLP of the Company’s registration statements filed with the SEC pursuant to the Securities Act. |
| | | Distribution | | |||||||||
For the Year Ended December 31, | | | Per Share | | | Amount | | ||||||
2018 | | | | $ | 0.5000 | | | | | $ | 219,047 | | |
2019 | | | | $ | 0.5000 | | | | | $ | 218,187 | | |
2020 | | | | $ | 0.1733 | | | | | $ | 75,656 | | |
(2) | “All Other Fees” are those fees, if any, billed to the Company by RSM, LLP in connection with permitted non-audit services. |
112Pre-Approval
The Company’s Audit Committee reviews, negotiates and approves in thousands, except share and per share amounts)
| | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||||||||||||||||||||
Source of Distribution | | | Distribution Amount | | | Percentage | | | Distribution Amount | | | Percentage | | | Distribution Amount | | | Percentage | | ||||||||||||||||||
Net investment income(1)(2) | | | | $ | 63,272 | | | | | | 84% | | | | | $ | 217,484 | | | | | | 100% | | | | | $ | 219,047 | | | | | | 100% | | |
Short-term capital gains proceeds from the sale of assets | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-term capital gains proceeds from the sale of assets | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Return of capital | | | | | 12,384 | | | | | | 16% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | $ | 75,656 | | | | | | 100% | | | | | $ | 217,484 | | | | | | 100% | | | | | $ | 219,047 | | | | | | 100% | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
GAAP-basis net investment income | | | | $ | 82,447 | | | | | $ | 201,784 | | | | | $ | 185,223 | | |
Reclassification of unamortized original issue discount, amendment fees and prepayment fees | | | | | (404) | | | | | | (7,407) | | | | | | (11,451) | | |
GAAP vs. tax-basis consolidation of certain subsidiaries | | | | | (5,565) | | | | | | 21,789 | | | | | | 25,434 | | |
Income subject to tax not recorded for GAAP (income recorded for GAAP not subject to tax) | | | | | (24,640) | | | | | | (10,863) | | | | | | 25,211 | | |
Other miscellaneous differences | | | | | 3,810 | | | | | | 5,411 | | | | | | 1,142 | | |
Tax-basis net investment income | | | | $ | 55,648 | | | | | $ | 210,714 | | | | | $ | 225,559 | | |
| | | December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Distributable ordinary income | | | | $ | — | | | | | $ | — | | |
Accumulated capital losses(1) | | | | | (1,303,633) | | | | | | (548,859) | | |
Other temporary differences | | | | | (13,320) | | | | | | (5,721) | | |
Net unrealized appreciation (depreciation) on investments, swap contracts and unrealized gain/loss on foreign currency(2) | | | | | (407,395) | | | | | | (676,786) | | |
Total | | | | $ | (1,724,348) | | | | | $ | (1,231,366) | | |
| | | December 31, 2019 | | | December 31, 2018 | | ||||||||||||||||||
Instrument | | | Asset(1) | | | Liability(2) | | | Asset(1) | | | Liability(2) | | ||||||||||||
Swap Contracts – Crude Oil | | | | $ | 6,262 | | | | | $ | 280 | | | | | $ | 20,441 | | | | | $ | 672 | | |
Swap Contracts – Natural Gas | | | | | 569 | | | | | | — | | | | | | 80 | | | | | | 195 | | |
Total | | | | $ | 6,831 | | | | | $ | 280 | | | | | $ | 20,521 | | | | | $ | 867 | | |
| | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||||||||||||||||||||
Instrument | | | Realized Gain (Loss) on Derivatives Recognized in Income(1) | | | Net Change in Unrealized Appreciation (Depreciation) onDerivatives Recognized in Income(2) | | | Realized Gain (Loss) on Derivatives Recognized in Income(1) | | | Net Change in Unrealized Appreciation (Depreciation) onDerivatives Recognized in Income(2) | | | Realized Gain (Loss) on Derivatives Recognized in Income(1) | | | Net Change in Unrealized Appreciation (Depreciation) onDerivatives Recognized in Income(2) | | ||||||||||||||||||
Swap Contracts – Crude Oil | | | | $ | 19,313 | | | | | $ | (5,982) | | | | | $ | 5,078 | | | | | $ | (13,787) | | | | | $ | 1,383 | | | | | $ | 19,768 | | |
Swap Contracts – Natural Gas | | | | | 937 | | | | | | (569) | | | | | | 375 | | | | | | 684 | | | | | | (218) | | | | | | (114) | | |
Total | | | | $ | 20,250 | | | | | $ | (6,551) | | | | | $ | 5,453 | | | | | $ | (13,103) | | | | | $ | 1,165 | | | | | $ | 19,654 | | |
| | | December 31, 2019 | | |||||||||||||||
Counterparty | | | Derivative Assets Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Net Amount of Derivative Assets(1) | | |||||||||
BP Energy Co. | | | | $ | 6,551 | | | | | $ | 280 | | | | | $ | 6,271 | | |
Macquarie Bank Ltd. | | | | | 675 | | | | | | — | | | | | | 675 | | |
Total | | | | $ | 7,226 | | | | | $ | 280 | | | | | $ | 6,946 | | |
Counterparty | | | Derivative Liabilities Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Net Amount of Derivative Liabilities(2) | | |||||||||
BP Energy Co. | | | | $ | 280 | | | | | $ | 280 | | | | | $ | — | | |
Macquarie Bank Ltd. | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | $ | 280 | | | | | $ | 280 | | | | | $ | — | | |
| | | December 31, 2018 | | |||||||||||||||
Counterparty | | | Derivative Assets Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Net Amount of Derivative Assets(1) | | |||||||||
BP Energy Co. | | | | $ | 21,163 | | | | | $ | 672 | | | | | $ | 20,491 | | |
Macquarie Bank Ltd. | | | | | 212 | | | | | | 212 | | | | | | — | | |
Total | | | | $ | 21,375 | | | | | $ | 884 | | | | | $ | 20,491 | | |
Counterparty | | | Derivative Liabilities Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Net Amount of Derivative Liabilities(2) | | |||||||||
BP Energy Co. | | | | $ | 672 | | | | | $ | 672 | | | | | $ | — | | |
Macquarie Bank Ltd. | | | | | 420 | | | | | | 212 | | | | | | 208 | | |
Total | | | | $ | 1,092 | | | | | $ | 884 | | | | | $ | 208 | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||||||||||||||||||||||||||
| | | Amortized Cost(1) | | | Fair Value | | | Percentage of Portfolio | | | Amortized Cost(1) | | | Fair Value | | | Percentage of Portfolio | | ||||||||||||||||||
Senior Secured Loans – First Lien | | | | $ | 649,708 | | | | | $ | 607,338 | | | | | | 28% | | | | | $ | 1,252,529 | | | | | $ | 1,134,571 | | | | | | 33% | | |
Senior Secured Loans – Second Lien | | | | | 277,018 | | | | | | 276,312 | | | | | | 13% | | | | | | 752,528 | | | | | | 564,813 | | | | | | 16% | | |
Senior Secured Bonds | | | | | 286,082 | | | | | | 340,042 | | | | | | 16% | | | | | | 529,773 | | | | | | 524,221 | | | | | | 15% | | |
Unsecured Debt | | | | | 245,180 | | | | | | 134,560 | | | | | | 6% | | | | | | 398,233 | | | | | | 323,220 | | | | | | 9% | | |
Preferred Equity | | ��� | | | 689,253 | | | | | | 471,077 | | | | | | 22% | | | | | | 711,883 | | | | | | 721,842 | | | | | | 21% | | |
Sustainable Infrastructure Investments, LLC | | | | | 60,603 | | | | | | 61,816 | | | | | | 3% | | | | | | — | | | | | | — | | | | | | — | | |
Equity/Other | | | | | 367,561 | | | | | | 290,331 | | | | | | 12% | | | | | | 480,760 | | | | | | 213,970 | | | | | | 6% | | |
| | | | $ | 2,575,405 | | | | | $ | 2,181,476 | | | | | | 100% | | | | | $ | 4,125,706 | | | | | $ | 3,482,637 | | | | | | 100% | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||||||||||||||
Industry Classification | | | Fair Value | | | Percentage of Portfolio | | | Fair Value | | | Percentage of Portfolio | | ||||||||||||
Upstream | | | | $ | 1,080,577 | | | | | | 50% | | | | | $ | 1,802,396 | | | | | | 52% | | |
Midstream | | | | | 763,275 | | | | | | 34% | | | | | | 1,061,389 | | | | | | 30% | | |
Power | | | | | 131,356 | | | | | | 6% | | | | | | 421,388 | | | | | | 12% | | |
Service & Equipment | | | | | 131,571 | | | | | | 6% | | | | | | 178,586 | | | | | | 5% | | |
Industrials | | | | | 12,881 | | | | | | 1% | | | | | | 18,878 | | | | | | 1% | | |
Sustainable Infrastructure Investments, LLC(1) | | | | | 61,816 | | | | | | 3% | | | | | | — | | | | | | — | | |
Total | | | | $ | 2,181,476 | | | | | | 100% | | | | | $ | 3,482,637 | | | | | | 100% | | |
| Total investments(1) | | | | $ | 442,916 | | |
| Weighted average current interest rate on debt investments(2) | | | | | 2.24% | | |
| Number of portfolio assets in SIIJV | | | | | 14 | | |
| Largest investment in a single portfolio company(1) | | | | $ | 84,914 | | |
Portfolio Company(a)(g) | | | Footnotes | | | Industry | | | Rate(b) | | | Maturity | | | Principal Amount(c) | | | Amortized Cost | | | Fair Value(d) | | | |||||||||||||||||
Senior Secured Loans – First Lien – 95.0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
AES DE Holdings V, LLC | | | | | | Renewables | | | | | L+175 | | | | | | 6/13/26 | | | | | $ | 15,442 | | | | | $ | 15,442 | | | | | $ | 14,971 | | | | ||
Alianca Transportadora de Gas Participacoes S.A. | | | | | | Midstream | | | | | L+230 | | | | | | 5/23/27 | | | | | | 84,914 | | | | | | 84,914 | | | | | | 83,790 | | | | ||
Astoria Energy II LLC | | | | | | Power | | | | | L+150 | | | | | | 8/31/24 | | | | | | 58,789 | | | | | | 58,789 | | | | | | 59,178 | | | | ||
Blue Heron Intermediate Holdco I, LLC | | | | | | Midstream | | | | | L+175 | | | | | | 4/22/24 | | | | | | 33,884 | | | | | | 33,884 | | | | | | 33,872 | | | | ||
Cedar Creek II LLC | | | | | | Renewables | | | | | L+188 | | | | | | 11/18/23 | | | | | | 10,580 | | | | | | 10,580 | | | | | | 10,633 | | | | ||
Copper Mountain Solar 3, LLC | | | (f) | | | Renewables | | | | | L+175 | | | | | | 5/29/25 | | | | | | 20,539 | | | | | | 20,539 | | | | | | 20,698 | | | | ||
CPV Maryland, LLC | | | (f) | | | Power | | | | | L+425 | | | | | | 3/31/22 | | | | | | 12,386 | | | | | | 12,386 | | | | | | 12,353 | | | | ||
Flex Intermediate Holdco, LLC | | | (f) | | | Midstream | | | | | L+250 | | | | | | 5/15/23 | | | | | | 30,151 | | | | | | 30,151 | | | | | | 29,921 | | | | ||
FLNG Liquefaction 2, LLC | | | | | | Midstream | | | | | L+150 | | | | | | 12/31/26 | | | | | | 31,330 | | | | | | 31,330 | | | | | | 31,165 | | | | | |
Meikle Wind Energy, LP | | | (e)(f) | | | Renewables | | | | | C+150 | | | | | | 5/29/24 | | | | | C$ | 17,397 | | | | | | 13,382 | | | | | | 13,870 | | | | ||
NES Hercules Class B Member, LLC | | | (f) | | | Renewables | | | | | L+125 | | | | | | 12/15/27 | | | | | $ | 24,906 | | | | | | 24,906 | | | | | | 24,412 | | | | ||
ST EIP Holdco LLC | | | | | | Midstream | | | | | L+250 | | | | | | 11/5/24 | | | | | | 60,000 | | | | | | 60,000 | | | | | | 59,779 | | | | ||
Top of the World Wind Energy LLC | | | | | | Renewables | | | | | L+188 | | | | | | 12/2/28 | | | | | | 24,617 | | | | | | 24,617 | | | | | | 24,556 | | | | ||
Total Senior Secured Loans – First Lien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 420,920 | | | | | | 419,198 | | | | ||
Unsecured Debt – 5.0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Sociedad Minera Cerro Verde S.A.A. | | | | | | Power | | | | | L+190 | | | | | | 6/19/22 | | | | | | 21,996 | | | | | | 21,996 | | | | | | 21,934 | | | | ||
Total Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,996 | | | | | | 21,934 | | | | ||
TOTAL INVESTMENTS – 100.0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 442,916 | | | | | $ | 441,132 | | | |
| Selected Balance Sheet Information | | | | | | | |
| Total investments, at fair value | | | | $ | 441,132 | | |
| Cash and other assets | | | | | 71,809 | | |
| Total assets | | | | $ | 512,941 | | |
| Debt | | | | $ | 439,533 | | |
| Other liabilities | | | | | 1,527 | | |
| Total liabilities | | | | | 441,060 | | |
| Member’s equity | | | | $ | 71,881 | | |
| Selected Statement of Operations Information | | | | | | | |
| Total investment income | | | | $ | 18,426 | | |
| Expenses | | | | | | | |
| Interest expense | | | | | 12,492 | | |
| Custodian and accounting fees | | | | | 157 | | |
| Administrative services | | | | | 129 | | |
| Professional services | | | | | 990 | | |
| Total expenses | | | | | 13,768 | | |
| Net investment income | | | | | 4,658 | | |
| Net realized and unrealized gain (loss) | | | | | (2,053) | | |
| Net increase in net assets resulting from operations | | | | $ | 2,605 | | |
Valuation Inputs | | | December 31, 2020 | | | December 31, 2019 | | ||||||
Level 1 – Price quotations in active markets | | | | $ | 35,305 | | | | | $ | 46,522 | | |
Level 2 – Significant other observable inputs | | | | | 192,366 | | | | | | 856,930 | | |
Level 3 – Significant unobservable inputs | | | | | 1,953,805 | | | | | | 2,579,185 | | |
Total | | | | $ | 2,181,476 | | | | | $ | 3,482,637 | | |
| | | December 31, 2019 | | |||||||||
Valuation Inputs | | | Assets | | | Liabilities | | ||||||
Level 1 – Price quotations in active markets | | | | $ | — | | | | | $ | — | | |
Level 2 – Significant other observable inputs | | | | | 6,831 | | | | | | 280 | | |
Level 3 – Significant unobservable inputs | | | | | — | | | | | | — | | |
Total | | | | $ | 6,831 | | | | | $ | 280 | | |
| | | For the Year Ended December 31, 2020 | | |||||||||||||||||||||||||||||||||||||||||||||
| | | Senior Secured Loans — First Lien | | | Senior Secured Loans — Second Lien | | | Senior Secured Bonds | | | Unsecured Debt | | | Preferred Equity | | | Sustainable Infrastructure Investments, LLC | | | Equity/ Other | | | Total | | ||||||||||||||||||||||||
Fair value at beginning of period | | | | $ | 569,778 | | | | | $ | 533,234 | | | | | $ | 437,761 | | | | | $ | 149,300 | | | | | $ | 721,842 | | | | | $ | — | | | | | $ | 167,270 | | | | | $ | 2,579,185 | | |
Accretion of discount (amortization of premium) | | | | | 1,712 | | | | | | 453 | | | | | | 961 | | | | | | 450 | | | | | | 21,276 | | | | | | — | | | | | | — | | | | | | 24,852 | | |
Net realized gain (loss) | | | | | (125,577) | | | | | | (482,045) | | | | | | (96,598) | | | | | | (44,131) | | | | | | (3,249) | | | | | | — | | | | | | (207,995) | | | | | | (959,595) | | |
Net change in unrealized appreciation (depreciation) | | | | | 45,240 | | | | | | 180,705 | | | | | | 57,797 | | | | | | (47,134) | | | | | | (242,869) | | | | | | 1,213 | | | | | | 146,304 | | | | | | 141,256 | | |
Purchases | | | | | 206,015 | | | | | | 19,111 | | | | | | 71,267 | | | | | | 113,193 | | | | | | 22,716 | | | | | | 60,603 | | | | | | 152,046 | | | | | | 644,951 | | |
Paid-in-kind interest | | | | | 4,599 | | | | | | — | | | | | | 4,489 | | | | | | 5,939 | | | | | | 15,369 | | | | | | — | | | | | | — | | | | | | 30,396 | | |
Sales and repayments | | | | | (219,399) | | | | | | (13,707) | | | | | | (135,635) | | | | | | (69,300) | | | | | | (64,008) | | | | | | — | | | | | | (5,191) | | | | | | (507,240) | | |
Net transfers in or out of Level 3(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fair value at end of period | | | | $ | 482,368 | | | | | $ | 237,751 | | | | | $ | 340,042 | | | | | $ | 108,317 | | | | | $ | 471,077 | | | | | $ | 61,816 | | | | | $ | 252,434 | | | | | $ | 1,953,805 | | |
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date | | | | $ | (26,696) | | | | | $ | (2,678) | | | | | $ | 49,569 | | | | | $ | (48,822) | | | | | $ | (243,489) | | | | | $ | 1,213 | | | | | $ | 13,569 | | | | | $ | (257,334) | | |
| | | For the Year Ended December 31, 2019 | | |||||||||||||||||||||||||||||||||||||||
| | | Senior Secured Loans — First Lien | | | Senior Secured Loans — Second Lien | | | Senior Secured Bonds | | | Unsecured Debt | | | Preferred Equity | | | Equity/ Other | | | Total | | |||||||||||||||||||||
Fair value at beginning of period | | | | $ | 761,125 | | | | | $ | 539,172 | | | | | $ | 456,575 | | | | | $ | 55,906 | | | | | $ | 498,167 | | | | | $ | 238,485 | | | | | $ | 2,549,430 | | |
Accretion of discount (amortization of premium) | | | | | 2,009 | | | | | | 784 | | | | | | 2,464 | | | | | | 634 | | | | | | 16,649 | | | | | | 142 | | | | | | 22,682 | | |
Net realized gain (loss) | | | | | 167 | | | | | | 2 | | | | | | 36 | | | | | | (128) | | | | | | (92,070) | | | | | | (7,633) | | | | | | (99,626) | | |
Net change in unrealized appreciation (depreciation) | | | | | (30,512) | | | | | | (91,992) | | | | | | (3,476) | | | | | | (3,287) | | | | | | 66,448 | | | | | | (28,823) | | | | | | (91,642) | | |
Purchases | | | | | 234,257 | | | | | | 160,405 | | | | | | 18,877 | | | | | | 757 | | | | | | 242,227 | | | | | | 14,607 | | | | | | 671,130 | | |
Paid-in-kind interest | | | | | 3,809 | | | | | | 4,616 | | | | | | 759 | | | | | | 1,047 | | | | | | 25,005 | | | | | | 10 | | | | | | 35,246 | | |
Sales and repayments | | | | | (415,198) | | | | | | (79,753) | | | | | | (37,474) | | | | | | (629) | | | | | | (34,584) | | | | | | (49,518) | | | | | | (617,156) | | |
Net transfers in or out of Level 3(1) | | | | | 14,121 | | | | | | — | | | | | | — | | | | | | 95,000 | | | | | | — | | | | | | — | | | | | | 109,121 | | |
Fair value at end of period | | | | $ | 569,778 | | | | | $ | 533,234 | | | | | $ | 437,761 | | | | | $ | 149,300 | | | | | $ | 721,842 | | | | | $ | 167,270 | | | | | $ | 2,579,185 | | |
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date | | | | $ | (34,637) | | | | | $ | (90,100) | | | | | $ | (4,992) | | | | | $ | (3,315) | | | | | $ | (2,522) | | | | | $ | (3,928) | | | | | $ | (139,494) | | |
Type of Investment | | | Fair Value at December 31, 2020 | | | Valuation Technique(1) | | | Unobservable Input | | | Range | | | Weighted Average | | |||
Senior Secured Loans – First Lien | | | | $ | 450,698 | | | | Market Comparables | | | Market Yield (%) | | | 6.8%-26.3% | | | 10.4% | |
| | | | | | | | | | | | EBITDA Multiples (x) | | | 2.3x-6.7x | | | 4.1x | |
| | | | | 31,670 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 10.0%-12.5% | | | 11.3% | |
Senior Secured Loans – Second Lien | | | | | 237,751 | | | | Market Comparables | | | Market Yield (%) | | | 8.0%-15.3% | | | 9.7% | |
Senior Secured Bonds | | | | | 340,042 | | | | Market Comparables | | | Market Yield (%) | | | 8.7%-15.8% | | | 12.6% | |
| | | | | | | | | | | | EBITDA Multiples (x) | | | 6.0x-8.0x | | | 7.0x | |
Unsecured Debt | | | | | 81,442 | | | | Market Comparables | | | Market Yield (%) | | | 9.8%-11.5% | | | 10.8% | |
| | | | | | | | | | | | Net Aircraft Book Value Multiple (x) | | | 1.0x-1.0x | | | 1.0x | |
| | | | | 26,875 | | | | Other(2) | | | Other(2) | | | N/A | | | N/A | |
Preferred Equity | | | | | 5,354 | | | | Market Comparables | | | EBITDA Multiples (x) | | | 6.0x-10.5x | | | 10.0x | |
| | | | | 465,723 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 7.5%-50.3% | | | 18.8% | |
Sustainable Infrastructure Investments, LLC | | | | | 61,816 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 10.8%-11.3% | | | 11.0% | |
Equity/Other | | | | | 92,002 | | | | Market Comparables | | | EBITDA Multiples (x) | | | 2.3x-10.5x | | | 4.6x | |
| | | | | | | | | | | | Production Multiples (Mboe/d) | | | $26,500.0-$31,500.0 | | | $29,000.0 | |
| | | | | | | | | | | | Proved Reserves Multiples (Mmboe) | | | 7.6x-9.1x | | | 8.4x | |
| | | | | | | | | | | | Production Multiples (MMcfe/d) | | | $1,650.0-$3,400.0 | | | $2,923.6 | |
| | | | | | | | | | | | Proved Reserves Multiples (Bcfe) | | | 0.4x-0.7x | | | 0.6x | |
| | | | | | | | | | | | PV-10 Multiples (x) | | | 0.5x-1.6x | | | 1.0x | |
| | | | | 3,695 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 8.0%-32.0% | | | 24.0% | |
| | | | | 3,877 | | | | Option Valuation Model | | | Volatility (%) | | | 55.0%-65.0% | | | 60.0% | |
| | | | | 152,860 | | | | Other(2) | | | Other(2) | | | N/A | | | N/A | |
Total | | | | $ | 1,953,805 | | | | | | | | | | | | | | |
Type of Investment | | | Fair Value at December 31, 2019 | | | Valuation Technique(1) | | | Unobservable Input | | | Range | | | Weighted Average | | |||
Senior Secured Loans – First Lien | | | | $ | 478,337 | | | | Market Comparables | | | Market Yield (%) | | | 7.5%-27.0% | | | 13.8% | |
| | | | | | | | | | | | EBITDA Multiples (x) | | | 3.6x-4.6x | | | 4.1x | |
| | | | | 63,646 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 18.5%-23.5% | | | 21.0% | |
| | | | | 27,795 | | | | Other(2) | | | Other(2) | | | N/A | | | N/A | |
Senior Secured Loans – Second Lien | | | | | 533,234 | | | | Market Comparables | | | Market Yield (%) | | | 8.5%-19.1% | | | 13.7% | |
| | | | | | | | | | | | EBITDA Multiples (x) | | | 3.6x-4.6x | | | 4.1x | |
Senior Secured Bonds | | | | | 437,761 | | | | Market Comparables | | | Market Yield (%) | | | 7.9%-12.1% | | | 10.1% | |
Unsecured Debt | | | | | 121,300 | | | | Market Comparables | | | Market Yield (%) | | | 10.2%-12.5% | | | 10.6% | |
| | | | | | | | | | | | Net Aircraft Book Value Multiple (x) | | | 1.0x-1.0x | | | 1.0x | |
| | | | | 28,000 | | | | Other(2) | | | Other | | | N/A | | | N/A | |
Preferred Equity | | | | | 13,187 | | | | Market Comparables | | | EBITDA Multiples (x) | | | 6.8x-8.8x | | | 8.4x | |
| | | | | 708,307 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 9.3%-19.0% | | | 13.8% | |
| | | | | 348 | | | | Other(2) | | | Other(2) | | | N/A | | | N/A | |
Equity/Other | | | | | 144,465 | | | | Market Comparables | | | EBITDA Multiples (x) | | | 3.5x-10.3x | | | 4.6x | |
| | | | | | | | | | | | Production Multiples (Mboe/d) | | | $20,000.0-$37,500.0 | | | $28,364.1 | |
| | | | | | | | | | | | Proved Reserves Multiples (Mmboe) | | | $2.8-$12.0 | | | $7.2 | |
| | | | | | | | | | | | Production Multiples (MMcfe/d) | | | $3,050.0-$3,550.0 | | | $3,300.0 | |
| | | | | | | | | | | | Proved Reserves Multiples (Bcfe) | | | 0.8x-0.9x | | | 0.9x | |
| | | | | | | | | | | | PV-10 Multiples (x) | | | 0.5x-1.2x | | | 0.8x | |
| | | | | 1,354 | | | | Discounted Cash Flow | | | Discount Rate (%) | | | 14.5%-20.5% | | | 17.5% | |
| | | | | 9,371 | | | | Option Valuation Model | | | Volatility (%) | | | 24.0%-37.5% | | | 30.7% | |
| | | | | 12,080 | | | | Other(2) | | | Other(2) | | | N/A | | | N/A | |
Total | | | | $ | 2,579,185 | | | | | | | | | | | | | | |
| | | As of December 31, 2020 | | ||||||||||||||||||
Arrangement(1) | | | Type of Arrangement | | | Rate(2) | | | Amount Outstanding | | | Amount Available | | | Maturity Date | | ||||||
JPMorgan Facility | | | Revolving/Term | | | L+3.00% | | | | $ | 416,667 | | | | | $ | — | | | | February 16, 2023 | |
Senior Secured Notes(3) | | | Bond | | | 7.50% | | | | | 489,000 | | | | | | — | | | | August 15, 2023 | |
Total | | | | | | | | | | $ | 905,667 | | | | | $ | — | | | | | |
| | | As of December 31, 2019 | | ||||||||||||||||||
Arrangement(1) | | | Type of Arrangement | | | Rate(2) | | | Amount Outstanding | | | Amount Available | | | Maturity Date | | ||||||
Goldman Facility | | | Term | | | L+3.20% | | | | $ | 425,000 | | | | | $ | 50,000 | | | | December 2, 2022 | |
JPMorgan Facility | | | Revolving/Term | | | L+2.75% | | | | | 311,667 | | | | | | 383,333 | | | | February 16, 2023 | |
Senior Secured Notes(3) | | | Bond | | | 7.50% | | | | | 500,000 | | | | | | — | | | | August 15, 2023 | |
Total | | | | | | | | | | $ | 1,236,667 | | | | | $ | 433,333 | | | | | |
| | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||||||||||||||||||||||||||||||||||||||
Arrangement(1) | | | Direct Interest Expense(2) | | | Amortization of Deferred Financing Costs and Discount | | | Total Interest Expense | | | Direct Interest Expense(2) | | | Amortization of Deferred Financing Costs | | | Total Interest Expense | | | Direct Interest Expense(2) | | | Amortization of Deferred Financing Costs | | | Total Interest Expense | | |||||||||||||||||||||||||||
Goldman Facility | | | | $ | 13,882 | | | | | $ | 773 | | | | | $ | 14,655 | | | | | $ | 26,343 | | | | | $ | 481 | | | | | $ | 26,824 | | | | | $ | 25,359 | | | | | $ | 587 | | | | | $ | 25,946 | | |
JPMorgan Facility | | | | | 16,687 | | | | | | 2,417 | | | | | | 19,104 | | | | | | 18,398 | | | | | | 1,591 | | | | | | 19,989 | | | | | | 4,686 | | | | | | 543 | | | | | | 5,229 | | |
Senior Secured Notes | | | | | 37,009 | | | | | | 4,333 | | | | | | 41,342 | | | | | | 37,500 | | | | | | 4,051 | | | | | | 41,551 | | | | | | 14,063 | | | | | | 1,483 | | | | | | 15,546 | | |
Barclays Credit Facility | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 236 | | | | | | 196 | | | | | | 432 | | |
BNP Facility | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,016 | | | | | | — | | | | | | 5,016 | | |
Deutsche Bank Credit Facility | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,378 | | | | | | 524 | | | | | | 6,902 | | |
Fortress Facility | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | ��� | | | | | 6,726 | | | | | | 884 | | | | | | 7,610 | | |
Total | | | | $ | 67,578 | | | | | $ | 7,523 | | | | | $ | 75,101 | | | | | $ | 82,241 | | | | | $ | 6,123 | | | | | $ | 88,364 | | | | | $ | 62,464 | | | | | $ | 4,217 | | | | | $ | 66,681 | | |
For the Years Ended December 31, | | | Cash Paid for Interest Expense | | | Average Borrowings | | | Effective Interest Rate(1) | | | Weighted Average Interest Rate(1) | | ||||||||||||
2018 | | | | $ | 52,269 | | | | | $ | 1,063,699 | | | | | | 6.81% | | | | | | 5.87% | | |
2019 | | | | $ | 81,902 | | | | | $ | 1,259,900 | | | | | | 6.05% | | | | | | 6.53% | | |
2020 | | | | $ | 69,909 | | | | | $ | 1,062,486 | | | | | | 5.52% | | | | | | 7.07% | | |
Year Ended December 31, | | | Total Amount Outstanding Exclusive of Treasury Securities | | | Asset Coverage Per Unit(1) | | | Involuntary Liquidation Preference per Unit(2) | | | Average Market Value per Unit (Exclude Bank Loans)(3) | | ||||||||||||
2016 | | | | $ | 873,665 | | | | | | 4.83 | | | | | | — | | | | | | N/A | | |
2017 | | | | $ | 1,220,000 | | | | | | 3.43 | | | | | | — | | | | | | N/A | | |
2018 | | | | $ | 1,131,667 | | | | | | 3.34 | | | | | | — | | | | | | N/A | | |
2019 | | | | $ | 1,236,667 | | | | | | 2.92 | | | | | | — | | | | | | N/A | | |
2020 | | | | $ | 905,667 | | | | | | 2.58 | | | | | | — | | | | | | N/A | | |
| | | Year Ended December 31, | | |||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | |||||||||||||||
Per Share Data:(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | | | $ | 5.43 | | | | | $ | 6.01 | | | | | $ | 6.65 | | | | | $ | 7.61 | | | | | $ | 6.50 | | |
Results of operations(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | | | 0.19 | | | | | | 0.46 | | | | | | 0.42 | | | | | | 0.65 | | | | | | 0.57 | | |
Net realized and unrealized appreciation (depreciation) on investments, swaps and gain/loss on foreign currency | | | | | (2.20) | | | | | | (0.54) | | | | | | (0.56) | | | | | | (0.90) | | | | | | 1.25 | | |
Net increase (decrease) in net assets resulting from operations | | | | | (2.01) | | | | | | (0.08) | | | | | | (0.14) | | | | | | (0.25) | | | | | | 1.82 | | |
Shareholder distributions(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions from net investment income | | | | | (0.14) | | | | | | (0.50) | | | | | | (0.50) | | | | | | (0.71) | | | | | | (0.67) | | |
Distributions representing return of capital | | | | | (0.03) | | | | | | — | | | | | | — | | | | | | (0.00) | | | | | | (0.04) | | |
Net decrease in net assets resulting from shareholder distributions | | | | | (0.17) | | | | | | (0.50) | | | | | | (0.50) | | | | | | (0.71) | | | | | | (0.71) | | |
Net asset value, end of year | | | | $ | 3.25 | | | | | $ | 5.43 | | | | | $ | 6.01 | | | | | $ | 6.65 | | | | | $ | 7.61 | | |
Shares outstanding, end of year | | | | | 440,020,123 | | | | | | 438,477,007 | | | | | | 440,451,167 | | | | | | 446,045,135 | | | | | | 440,162,095 | | |
Total return(4) | | | | | (37.68)% | | | | | | (1.83)% | | | | | | (2.49)% | | | | | | (3.65)% | | | | | | 29.53% | | |
Total return (without assuming reinvestment of distributions)(4) | | | | | (37.02)% | | | | | | (1.33)% | | | | | | (2.11)% | | | | | | (3.29)% | | | | | | 28.00% | | |
Ratio/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year | | | | $ | 1,428,577 | | | | | $ | 2,379,605 | | | | | $ | 2,648,186 | | | | | $ | 2,966,042 | | | | | $ | 3,348,894 | | |
Ratio of net investment income to average net assets(5) | | | | | 4.82% | | | | | | 7.76% | | | | | | 6.40% | | | | | | 8.82% | | | | | | 8.19% | | |
Ratio of total expenses to average net assets(5) | | | | | 8.20% | | | | | | 6.54% | | | | | | 5.19% | | | | | | 4.94% | | | | | | 4.88% | | |
Portfolio turnover | | | | | 26.54% | | | | | | 32.88% | | | | | | 51.25% | | | | | | 34.08% | | | | | | 35.85% | | |
Total amount of senior securities outstanding, exclusive of treasury securities(6) | | | | $ | 905,667 | | | | | $ | 1,236,667 | | | | | $ | 1,131,667 | | | | | $ | 1,220,000 | | | | | $ | 873,665 | | |
Asset coverage per unit(7) | | | | | 2.58 | | | | | | 2.92 | | | | | | 3.34 | | | | | | 3.43 | | | | | | 4.83 | | |
| | | Year Ended December 31, | | |||||||||||||||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | |||||||||||||||
Ratio of subordinated income incentive fees to average net assets | | | | | — | | | | | | — | | | | | | — | | | | | | 0.32% | | | | | | 0.20% | | |
Ratio of interest expense to average net assets | | | | | 4.39% | | | | | | 3.40% | | | | | | 2.30% | | | | | | 1.52% | | | | | | 1.31% | | |
| | | Quarter Ended | | |||||||||||||||||||||
| | | December 31, 2020 | | | September 30, 2020 | | | June 30, 2020 | | | March 31, 2020 | | ||||||||||||
Investment income | | | | $ | 51,001 | | | | | $ | 46,119 | | | | | $ | 46,025 | | | | | $ | 78,781 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | | | 28,901 | | | | | | 35,424 | | | | | | 35,267 | | | | | | 40,593 | | |
Less: Management fee offset | | | | | (254) | | | | | | (2) | | | | | | — | | | | | | (450) | | |
Net expenses | | | | | 28,647 | | | | | | 35,422 | | | | | | 35,267 | | | | | | 40,143 | | |
Net investment income | | | | | 22,354 | | | | | | 10,697 | | | | | | 10,758 | | | | | | 38,638 | | |
Realized and unrealized gain (loss) | | | | | (22,569) | | | | | | (17,154) | | | | | | (114,991) | | | | | | (802,518) | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (215) | | | | | $ | (6,457) | | | | | $ | (104,233) | | | | | $ | (763,880) | | |
Per share information – basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | | $ | 0.05 | | | | | $ | 0.02 | | | | | $ | 0.02 | | | | | $ | 0.09 | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (0.00) | | | | | $ | (0.01) | | | | | $ | (0.24) | | | | | $ | (1.75) | | |
Weighted average shares outstanding | | | | | 439,914,053 | | | | | | 438,305,464 | | | | | | 436,770,076 | | | | | | 435,458,944 | | |
| | | Quarter Ended | | |||||||||||||||||||||
| | | December 31, 2019 | | | September 30, 2019 | | | June 30, 2019 | | | March 31, 2019 | | ||||||||||||
Investment income | | | | $ | 94,919 | | | | | $ | 96,474 | | | | | $ | 86,104 | | | | | $ | 88,413 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | | | 42,848 | | | | | | 44,280 | | | | | | 41,356 | | | | | | 41,634 | | |
Less: Management fee offset | | | | | (1,473) | | | | | | (3,158) | | | | | | (1,161) | | | | | | (200) | | |
Net expenses | | | | | 41,375 | | | | | | 41,122 | | | | | | 40,195 | | | | | | 41,434 | | |
Net investment income | | | | | 53,544 | | | | | | 55,352 | | | | | | 45,909 | | | | | | 46,979 | | |
Realized and unrealized gain (loss) | | | | | (140,097) | | | | | | (149,121) | | | | | | (10,565) | | | | | | 60,876 | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (86,553) | | | | | $ | (93,769) | | | | | $ | 35,344 | | | | | $ | 107,855 | | |
Per share information – basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | | $ | 0.12 | | | | | $ | 0.13 | | | | | $ | 0.10 | | | | | $ | 0.11 | | |
Net increase (decrease) in net assets resulting from operations | | | | $ | (0.20) | | | | | $ | (0.21) | | | | | $ | 0.08 | | | | | $ | 0.25 | | |
Weighted average shares outstanding | | | | | 436,460,589 | | | | | | 437,324,544 | | | | | | 437,249,452 | | | | | | 437,647,716 | | |
Exhibits
The following exhibits are filed as part of this annual report or hereby incorporated by reference to exhibits previously filed with the SEC:
Item 16. | Form 10-K Summary. |
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ MICHAEL C. FORMAN Michael C. Forman |
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacitycapacities and on the dates indicated.
Date: | /s/ MICHAEL C. FORMAN Michael C. Forman | |||||||
Date: | /s/ EDWARD T. GALLIVAN, JR. Edward T. Gallivan, Jr. | |||||||
/s/ Robert Blair Thomas | ||||||||
Date: | /s/ SIDNEY R. BROWN Sidney R. Brown | |||||||
Date: April 29, 2022 | /s/ GREGORY P. CHANDLER Gregory P. Chandler | |||||||
/s/ RICHARD I. GOLDSTEIN Richard I. Goldstein | ||||||||
Date: | /s/ KATHLEEN A. MCGINTY Kathleen A. McGinty |
/s/ CHARLES P. PIZZI Charles P. Pizzi | |||||||
Date: | /s/ PEDRO A. RAMOS Pedro A. Ramos |
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