UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM10-K/A
Amendment No. 1
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2018
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 number814-00789
THL CREDIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 27-0344947 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
100 Federal St., 31st Floor, Boston, MA | 02110 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:800-450-4424
Securities registered pursuant to 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.001 per share 6.75% Senior Notes due 2022 6.125% Senior Notes due 2023 | TCRD TCRZ TCRW | NASDAQ Global Select Market The New York Stock Exchange The New York Stock Exchange |
Indicate by check mark if the registrant is awell-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 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (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 Registrant 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, every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-Accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to 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 is a shell company (as defined inRule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
The aggregate market value of common stock held bynon-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $255.5 million based on the closing price on that date of $7.82 on the NASDAQ Global Select Market. For the purposes of calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates.
As of March 5, 2019, there were 32,317,590 shares of the Registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the Registrant’s definitive Proxy Statement relating to its 2018 Annual Meeting of Stockholders, filed pursuant to Regulation 14A with the Securities and Exchange Commission on May 3, 2019, are incorporated by reference into Part III of this Annual Report onForm 10-K as indicated herein.
EXPLANATORY NOTE
THL Credit, Inc., a Delaware corporation, or together with its subsidiaries, where applicable, the Company, which may also be referred to as “we”, “us” or “our”, is filing this Amendment No. 1 (the “Amendment”) to our Annual Report onForm 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 6, 2019 (the“Form 10-K”), to providestand-alone audited financial statements for our investments in two unconsolidated controlled portfolio companies, OEM Group, LLC (“OEM Group”) and Copperweld Bimetallics LLC (“Copperweld”), for the year ended December 31, 2018. The OEM Group audited consolidated financial statements for the fiscal year ended December 31, 2018 (Exhibit 99.1) and unaudited consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 (Exhibit 99.2), and Copperweld’s audited consolidated financial statements for the fiscal year ended December 31, 2018 (Exhibit 99.3) and unaudited consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 (Exhibit 99.4) are included in Part IV, Item 15 of this filing.
We have determined that each of these unconsolidated controlled portfolio companies have met the conditions of a significant subsidiary underRule 1-02(w) ofRegulation S-X for which we are required, pursuant toRule 3-09 ofRegulation S-X, to attach separate financial statements as exhibits to theForm 10-K. The separate financial statements of OEM Group and Copperweld are being filed as an amendment to theForm 10-K.
This Amendment also updates, amends and supplements Part IV, Item 15 of theForm 10-K to include the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant toRule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
No other changes have been made to theForm 10-K. This Amendment does not reflect subsequent events that may have occurred after the original filing date of theForm 10-K or modify or update in any way disclosures made in theForm 10-K. Among other things,forward-looking statements made in theForm 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of theForm 10-K, and suchforward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with theForm 10-K and with our subsequent filings with the SEC.
PART IV
Item 15. | Exhibits and Financial Statement Schedules |
The following documents are filed or incorporated by reference as part of this Annual Report:
1. | Financial Statements |
(a) | OEM Group |
Audited
Consolidated balance sheet as of December 31, 2018
Consolidated statement of operations and comprehensive loss for the year ended December 31, 2018
Consolidated statement of members’ deficit for the year ended December 31, 2018
Consolidated statement of cash flows for the year ended December 31, 2018
Notes to consolidated financial statements
Unaudited
Consolidated balance sheet as of December 31, 2017 and 2016
Consolidated statement of operations and comprehensive loss for the year ended December 31, 2017 and period from March 15, 2016 through December 31, 2016
Consolidated statement of members’ equity for the year ended December 31, 2017 and period from March 15, 2016 through December 31, 2016
Consolidated statement of cash flows for the year ended December 31, 2017 and period from March 15, 2016 through December 31, 2016
Notes to consolidated financial statements
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(b) | Copperweld Financial Statements |
Audited
Consolidated balance sheet as of December 31, 2018
Consolidated statement of comprehensive income for the year ended December 31, 2018
Consolidated statement of changes in member’s equity (deficit) for the year ended December 31, 2018
Consolidated statement of cash flows for the year ended December 31, 2018
Notes to consolidated financial statements
Unaudited
Consolidated balance sheet as of December 31, 2017 and 2016
Consolidated statements of comprehensive loss for the years ended December 31, 2017 and 2016
Consolidated statement of changes in member’s equity (deficit) for the years ended December 31, 2017 and 2016
Consolidated statement of cash flows for the years ended December 31, 2017 and 2016
Notes to consolidated financial statements
2. | Financial Statement Schedule |
None
3. | Exhibits required to be filed by Item 601 of RegulationS-K |
Please note that the agreements included as exhibits to thisForm 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 24, 2019 | By: | /S/ CHRISTOPHER J. FLYNN | ||||
THL Credit, Inc. | ||||||
Christopher J. Flynn | ||||||
Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: May 24, 2019 | By: | /S/ CHRISTOPHERJ.FLYNN | ||||
Christopher J. Flynn | ||||||
Director and Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: May 24, 2019 | By: | /S/ TERRENCEW.OLSON | ||||
Terrence W. Olson Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||
Date: May 24, 2019 | By: | /S/ NANCYHAWTHORNE | ||||
Nancy Hawthorne Chairman of the Board of Directors | ||||||
Date: May 24, 2019 | By: | /S/ EDMUNDP.GIAMBASTIANI,JR | ||||
Edmund P. Giambastiani, Jr Director | ||||||
Date: May 24, 2019 | By: | /S/ DEBORAHMCANENY | ||||
Deborah McAneny Director | ||||||
Date: May 24, 2019 | By: | /S/ JAMESD.KERN | ||||
James D. Kern Director | ||||||
Date: May 24, 2019 | By: | /S/ JANENELSON | ||||
Jane Nelson Director |
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