First Eagle Alternative Capital BDC (FCRX) 10-K/A 2018 FY Annual report (amended)

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:

3.1	Amended and Restated Certificate of Incorporation (Incorporated by reference from the Registrant’spre-effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on April 20, 2010)
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation (Incorporated by reference from Appendix  A to the Registrant’s Proxy Statement, filed on April 24, 2012)
3.3	Bylaws (Incorporated by reference from the Registrant’spre-effective Amendment No.  1 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on July 15, 2009)
3.4	Amendment to Bylaws (Incorporated by reference from the Registrant’s Current Report onForm  8-K, filed on June 15, 2015).
3.5	Amendment to Bylaws (Incorporated by reference from the Registrant’s Current Report onForm  8-K, filed on January 11, 2019).
4.1	Form  of Specimen Certificate (Incorporated by reference from the Registrant’spre-effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on April 20, 2010)
4.2	Form  of Indenture and related exhibits. (Incorporated by reference from the Registrant’spre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on August 25, 2011).

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4.3	Second Supplemental Indenture, dated as of December 14,  2015, between the Registrant and U.S. Bank National Association. (Incorporated by reference from the Registrant’s Registration Statement onForm N-2 filed on December 14, 2015).
4.4	Form of 6.75% Note due 2022 (included as part of Exhibit 4.3).
4.5	Third Supplemental Indenture, dated as of October 5,  2018, between the Registrant and U.S. Bank National Association. (Incorporated by reference from the Registrant’s Registration Statement onForm N-2 filed on October 5, 2018).
4.6	Form of 6.125% Note due 2023 (included as part of Exhibit 4.5).
10.1	Dividend Reinvestment Plan (Incorporated by reference from the Registrant’s Quarterly Report onForm  10-Q, filed on August 9, 2010)
10.2	Investment Management Agreement (Incorporated by reference from the Registrant’spre-effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on April 20, 2010)
10.3	Custodian Agreement (Incorporated by reference from the Registrant’s Quarterly Report onForm  10-Q, filed on August 9, 2010)
10.4	Administration Agreement (Incorporated by reference from the Registrant’spre-effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on April 20, 2010)
10.5	Sub-Administration Agreement (Incorporated by reference from the Registrant’s Quarterly Report onForm 10-Q, filed on August 9, 2010)
10.6	License Agreement (Incorporated by reference from the Registrant’spre-effective Amendment No.  4 to the Registration Statement under the Securities Act of 1933, as amended, onForm N-2, filed on April 20, 2010)
10.7	Amended and Restated Senior Secured Term Loan Credit Agreement dated as of August 19,  2015, by and among the Company as borrower, each of the subsidiary guarantors party thereto, the Lenders party thereto and ING Capital LLC, as Administrative Agent. (Incorporated by reference from the Registrant’s Current Report onForm 8-K filed on August 20, 2015)
10.9	Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of December 15,  2017, by and among the Company as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent, Arranger and Borrower. (Incorporated by reference from the Registrant’s Current Report onForm 8-K filed on December 19, 2017)
10.10	THL Credit Logan JV LLC Limited Liability Company Agreement dated December 3,  2014 between THL Credit, Inc. and Perspecta Trident LLC (Incorporated by reference from the Registrant’s Current Report onForm 8-K filed on December 3, 2014)
21	Subsidiaries of the Registrant
	THL Credit Holdings, Inc.—Delaware THL Corporate Finance, Inc.—Delaware THL Credit SBIC, L.P. —Delaware THL Credit SBIC GP, LLC—Delaware THL Credit YP Holdings, Inc.—Delaware THL Credit OEMG Investor, Inc.—Delaware
31.1	Certification of Chief Executive Officer Pursuant toRule 13a-14(a) under the Securities Exchange Act of 1934*

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31.2	Certification of Chief Financial Officer Pursuant toRule 13a-14(a) under the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of theSarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of theSarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
99.1	Financial Statements of OEM Group, LLC as of and for the year ended December 31, 2018 (audited)*
99.2	Financial Statements of OEM Group, LLC as of and for the year ended December 31, 2017 and 2016*
99.3	Financial Statements of Copperweld Bimetallics LLC as of and for the year ended December 31, 2018 (audited)*
99.4	Financial Statements of Cooperweld Bimetallics LLC as of and for the year ended December 31, 2017 and as of and for the period from March 15, 2016 through December 31, 2016*
(*)	Filed herewith

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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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