Company (a) | | Industry | | Investment | | Interest Rate | | LIBOR Floor | | Maturity Date | | | Notional Amount | | | Fair Value | | | Unrealized Appreciation (Depreciation) | |
Block Communications, Inc. | | Media | | Subordinated Debt | | 7.250% | | | | 2/1/2020 | | $ | 114,480 | | $ | 114,345 | | $ | (135) | |
California Pizza Kitchen, Inc. | | Food & Staples Retailing | | Senior Debt | | L+550 | | 1.25% | | 7/7/2017 | | | 4,262,610 | | | 4,241,136 | | | (21,474) | |
Camp International Holding Co. | | Software & Services | | Senior Debt | | L+400 | | 1.25% | | 5/31/2019 | | | 2,173,058 | | | 2,171,980 | | | (1,078) | |
Catalina Marketing Corp. | | Media | | Subordinated Debt | | 10.500% | | | | 10/1/2015 | | | 7,000,000 | | | 6,871,323 | | | (128,677) | |
CCC Information Services, Inc. | | Software & Services | | Senior Debt (c) | | L+470 | | 1.25% | | 12/14/2019 | | | 1,510,518 | | | 1,521,266 | | | 10,748 | |
Charter Communications Operating, LLC | | Media | | Subordinated Debt (b) | | 7.250% | | | | 10/30/2017 | | | 625,286 | | | 622,421 | | | (2,865) | |
CHG Companies, Inc. | | Health Care Equipment & Services | | Senior Debt (c) | | L+375 | | 1.25% | | 11/19/2019 | | | 6,912,675 | | | 6,970,839 | | | 58,164 | |
Company (a) | | Industry | | Investment | | Interest Rate | | LIBOR Floor | | Maturity Date | | Notional Amount | | | Fair Value | | Unrealized Appreciation (Depreciation) | |
Clear Channel Communications, Inc. | | Media | | Subordinated Debt (b) | | 6.500% | | | | 11/15/2022 | | | 2,237,153 | | | 2,342,578 | | | 105,425 | |
Clear Channel Communications, Inc. | | Media | | Subordinated Debt (b) | | 6.500% | | | | 11/15/2022 | | | 6,110,822 | | | 6,411,284 | | | 300,462 | |
Continental Airlines, Inc. | | Transportation | | Senior Debt (b) | | 8.307% | | | | 10/2/2019 | | | 605,308 | | | 569,131 | | | (36,177) | |
First American Payment Systems, LP | | Software & Services | | Senior Debt | | L+450 | | 1.25% | | 10/12/2018 | | | 8,951,140 | | | 8,913,603 | | | (37,537) | |
FleetPride Corp. | | Capital Goods | | Senior Debt (c) | | L+400 | | 1.25% | | 11/19/2019 | | | 4,521,864 | | | 4,517,596 | | | (4,268) | |
Fly Leasing, Ltd. | | Transportation | | Senior Debt (b)(c) | | L+450 | | 1.25% | | 8/8/2018 | | | 4,193,364 | | | 4,176,908 | | | (16,456) | |
GCI Inc. | | Telecommunication Services | | Subordinated Debt | | 6.750% | | | | 6/1/2021 | | | 6,643,615 | | | 6,576,845 | | | (66,770) | |
Gymboree Corporation | | Retailing | | Senior Debt | | L+350 | | 1.50% | | 2/23/2018 | | | 4,097,160 | | | 3,885,421 | | | (211,739) | |
Hamilton Sundstrand Industrial | | Capital Goods | | Senior Debt | | L+375 | | 1.25% | | 12/13/2019 | | | 7,920,000 | | | 8,060,000 | | | 140,000 | |
Heartland Dental Care | | Pharmaceuticals, Biotechnology & Life Sciences | | Senior Debt (c) | | L+500 | | 1.25% | | 12/21/2018 | | | 4,202,808 | | | 4,202,808 | | | - | |
Hilcorp Energy I LP | | Energy | | Subordinated Debt (b) | | 8.000% | | | | 2/15/2020 | | | 1,816,605 | | | 1,808,310 | | | (8,295) | |
Hubbard Radio, LLC | | Media | | Senior Debt (c) | | L+375 | | 1.50% | | 4/28/2017 | | | 493,735 | | | 494,963 | | | 1,228 | |
Husky Injection Molding Systems, Ltd. | | Capital Goods | | Senior Debt (b)(c) | | L+450 | | 1.25% | | 7/2/2018 | | | 1,255,775 | | | 1,248,913 | | | (6,862) | |
Immucor, Inc. | | Health Care Equipment & Services | | Senior Debt (c) | | L+450 | | 1.25% | | 8/19/2018 | | | 47,868 | | | 47,878 | | | 10 | |
IPC Systems, Inc. | | Technology Hardware & Equipment | | Senior Debt | | L+650 | | | | 7/31/2017 | | | 3,951,390 | | | 3,897,764 | | | (53,626) | |
Jo-Ann Stores, Inc. | | Retailing | | Senior Debt (c) | | L+350 | | 1.25% | | 3/16/2018 | | | 22,847 | | | 22,827 | | | (20) | |
Kinetic Concepts, Inc. | | Health Care Equipment & Services | | Senior Debt (c) | | L+425 | | 1.25% | | 5/4/2018 | | | 1,971,180 | | | 1,971,209 | | | 29 | |
Kinetic Concepts, Inc. | | Health Care Equipment & Services | | Senior Debt (c) | | L+375 | | 1.25% | | 11/4/2016 | | | 1,312,798 | | | 1,312,321 | | | (477) | |
Local TV Finance, LLC | | Media | | Senior Debt (c) | | L+400 | | | | 5/7/2015 | | | 371,846 | | | 370,317 | | | (1,529) | |
Lord & Taylor Holdings, LLC | | Retailing | | Senior Debt (c) | | L+450 | | 1.25% | | 1/11/2019 | | | 33,748 | | | 33,633 | | | (115) | |
MedAssets, Inc. | | Health Care Equipment & Services | | Senior Debt (b) | | L+275 | | 1.25% | | 12/13/2019 | | | 2,340,811 | | | 2,346,693 | | | 5,882 | |
MGM Resorts International | | Consumer Services | | Senior Debt (b) | | L+325 | | 1.00% | | 12/20/2019 | | | 7,231,413 | | | 7,340,429 | | | 109,016 | |
Misys PLC | | Software & Services | | Senior Debt (b) | | 12.000% | | | | 6/12/2019 | | | 5,981,728 | | | 5,979,313 | | | (2,415) | |
NPC International, Inc. | | Consumer Services | | Senior Debt (c) | | L+325 | | 1.25% | | 12/28/2018 | | | 1,636,027 | | | 1,623,924 | | | (12,103) | |
NuSil Technology LLC | | Materials | | Senior Debt (c) | | L+375 | | 1.25% | | 4/7/2017 | | | 502,540 | | | 501,129 | | | (1,411) | |
Nuveen Investments, Inc. | | Diversified Financials | | Senior Debt (b)(c) | | L+550 | | | | 5/13/2017 | | | 7,058,793 | | | 7,065,412 | | | 6,619 | |
Nuveen Investments, Inc. | | Diversified Financials | | Senior Debt (b) | | L+600 | | 1.25% | | 5/13/2017 | | | 284,653 | | | 282,819 | | | (1,834) | |
Nuveen Investments, Inc. | | Diversified Financials | | Senior Debt (b) | | L+550 | | | | 5/13/2017 | | | 25,646 | | | 25,719 | | | 73 | |
PQ Corp. | | Materials | | Senior Debt | | L+425 | | 1.25% | | 5/8/2017 | | | 5,582,056 | | | 5,587,953 | | | 5,897 | |
PVH Corp. | | Consumer Durables & Apparel | | Senior Debt (b)(c) | | L+250 | | 0.75% | | 12/19/2019 | | | 1,472,790 | | | 1,487,592 | | | 14,802 | |
RedPrairie Corp. | | Software & Services | | Senior Debt (c) | | L+550 | | 1.25% | | 12/21/2018 | | | 1,078,000 | | | 1,096,857 | | | 18,857 | |
Roofing Supply Group, LLC | | Retailing | | Senior Debt (c) | | L+375 | | 1.25% | | 5/31/2019 | | | 89,662 | | | 89,699 | | | 37 | |
Sabre, Inc. | | Transportation | | Senior Debt (c) | | L+575 | | | | 12/29/2017 | | | 4,398,657 | | | 4,397,084 | | | (1,573) | |
Sabre, Inc. | | Transportation | | Senior Debt (c) | | L+600 | | 1.25% | | 12/29/2017 | | | 2,212,085 | | | 2,211,865 | | | (220) | |
Savers, Inc. | | Retailing | | Senior Debt (c) | | L+375 | | 1.25% | | 7/9/2019 | | | 204,618 | | | 204,681 | | | 63 | |
Scitor Corp. | | Capital Goods | | Senior Debt (c) | | L+350 | | 1.50% | | 2/15/2017 | | | 21,713 | | | 21,761 | | | 48 | |
SGS International, Inc. | | Media | | Senior Debt | | L+375 | | 1.25% | | 10/17/2019 | | | 5,515,510 | | | 5,543,226 | | | 27,716 | |
Skilled Healthcare Group, Inc. | | Health Care Equipment & Services | | Senior Debt (b) | | L+525 | | 1.50% | | 4/9/2016 | | | 14,806 | | | 14,738 | | | (68) | |
Spectrum Brands, Inc. | | Household & Personal Products | | Senior Debt (b) | | L+325 | | 1.25% | | 12/17/2019 | | | 1,525,129 | | | 1,551,848 | | | 26,719 | |
Tempur-Pedic International, Inc. | | Commercial & Professional Services | | Senior Debt (b)(c) | | L+400 | | 1.00% | | 11/14/2019 | | | 6,852,112 | | | 7,000,436 | | | 148,324 | |
Terex Corp. | | Capital Goods | | Subordinated Debt (b) | | 6.000% | | | | 5/15/2021 | | | 4,626,000 | | | 4,857,300 | | | 231,300 | |
The TelX Group, Inc. | | Telecommunication Services | | Senior Debt (c) | | L+500 | | 1.25% | | 9/23/2017 | | | 7,018,541 | | | 6,998,936 | | | (19,605) | |
Tomkins Air Distribution | | Capital Goods | | Senior Debt | | L+375 | | 1.25% | | 11/9/2018 | | | 5,949,104 | | | 6,058,021 | | | 108,917 | |
Company (a) | | Industry | | Investment | | Interest Rate | | LIBOR Floor | | Maturity Date | | Notional Amount | | | Fair Value | | Unrealized Appreciation (Depreciation) | |
USI Holdings Corp. | | Insurance | | Subordinated Debt | | 7.750% | | | | 1/15/2021 | | | 1,076,000 | | | 1,062,550 | | | (13,450) | |
USI Holdings Corp. | | Insurance | | Senior Debt (c) | | L+400 | | 1.25% | | 12/27/2019 | | | 1,918,906 | | | 1,940,121 | | | 21,215 | |
West Corp. | | Software & Services | | Subordinated Debt | | 8.625% | | | | 10/1/2018 | | | 6,029,800 | | | 6,095,500 | | | 65,700 | |
West Corp. | | Software & Services | | Senior Debt (c) | | L+425 | | 1.25% | | 7/15/2016 | | | 5,021 | | | 5,013 | | | (8) | |
| | | | | | | | | | | | $ | 164,011,774 | | $ | 164,768,238 | | $ | 756,464 | |
(a) | Security may be an obligation of one or more entities affiliated with the named company. |
(b) | The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act. |
(c) | Reference asset position or portion thereof unsettled as of December 31, 2012. |
5. | Fair Value of Financial Instruments |
The Company’s investments were categorized in the fair value hierarchy as follows as of March 31, 2013 and December 31, 2012:
| | March 31, 2013 | |
Investment Type | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Senior debt securities | | $ | — | | | $ | 570,610,550 | | | $ | 76,405,042 | | | $ | 647,015,592 | |
Subordinated debt securities | | | — | | | | 198,160,715 | | | | 6,130,775 | | | | 204,291,490 | |
Common stock | | | — | | | | — | | | | 511,755 | | | | 511,755 | |
Preferred stock | | | 5,082,916 | | | | — | | | | — | | | | 5,082,916 | |
Subtotal | | | 5,082,916 | | | | 768,771,265 | | | | 83,047,572 | | | | 856,901,753 | |
Short term investments | | | 82,015,530 | | | | — | | | | — | | | | 82,015,530 | |
Total | | $ | 87,098,446 | | | $ | 768,771,265 | | | $ | 83,047,572 | | | $ | 938,917,283 | |
Derivative Type | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Foreign currency forward contracts | | $ | — | | | $ | 74,899 | | | $ | — | | | $ | 74,899 | |
Total return swaps | | | — | | | | — | | | | 7,831,162 | | | | 7,831,162 | |
Liabilities | | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | | — | | | | (62,563 | ) | | | — | | | | (62,563 | ) |
Total | | $ | — | | | $ | 12,336 | | | $ | 7,831,162 | | | $ | 7,843,498 | |
| | December 31, 2012 | |
Investment Type | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Senior debt securities | | $ | — | | | $ | 435,852,236 | | | $ | 86,590,576 | | | $ | 522,442,812 | |
Subordinated debt securities | | | — | | | | 163,579,848 | | | | 6,208,491 | | | | 169,788,339 | |
Common stock | | | — | | | | — | | | | 453,397 | | | | 453,397 | |
Preferred stock | | | 4,983,883 | | | | — | | | | — | | | | 4,983,883 | |
Subtotal | | | 4,983,883 | | | | 599,432,084 | | | | 93,252,464 | | | | 697,668,431 | |
Short term investments | | | 13,202,168 | | | | — | | | | — | | | | 13,202,168 | |
Total | | $ | 18,186,051 | | | $ | 599,432,084 | | | $ | 93,252,464 | | | $ | 710,870,599 | |
Derivative Type | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Foreign currency forward contracts | | $ | — | | | $ | 8,640 | | | $ | — | | | $ | 8,640 | |
Total return swaps | | | — | | | | — | | | | 1,349,246 | | | | 1,349,246 | |
Liabilities | | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | | — | | | | (155,568 | ) | | | — | | | | (155,568 | ) |
Total | | $ | — | | | $ | (146,928 | ) | | $ | 1,349,246 | | | $ | 1,202,318 | |
At March 31, 2013, the Company held 10 distinct investment positions that were classified as Level 3, representing an aggregate fair value of $83,047,572 and 8.8% of the total investment portfolio. The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of March 31, 2013 were as follows:
Asset Group | | | Fair Value (1) | | Valuation Techniques (2) | | Unobservable Inputs | | Range (Weighted Average) (3) | | Impact to Valuation from an Increase in Input (4) |
| | | | | Broker Quotes | | Mid Price | | 101.5 (101.5) | | Increase |
| | | | | | | Yield | | 8.6% (8.6%) | | Decrease |
| | $ | 2,158,988 | | Market Comparables | | Discount Margin | | 782 bps (782 bps) | | Decrease |
| | | | | | | Leverage | | 4.3x (4.3x) | | Decrease |
Senior Debt | | | | | | | Illiquidity Discount | | 0% (0%) | | Decrease |
| | | | | | | Yield | | 7.51%-11.2% (10.06%) | | Decrease |
| | $ | 74,246,054 | | Market Comparables | | Discount Margin | | 654-1000 bps (928 bps) | | Decrease |
| | | | | | | Leverage | | 1.6-4.9x (3.35x) | | Decrease |
| | | | | | | Illiquidity Discount | | 0%-3.75% (2.37%) | | Decrease |
| | $ | 3,425,519 | | Broker Quotes | | Bid Price | | 103.49 (103.49) | | Increase |
| | | | | | | Yield | | 11.8% (11.8%) | | Decrease |
Subordinated Debt | | | | | | | Discount Margin | | 1024 (1024) | | Decrease |
| | $ | 2,705,256 | | Market Comparables | | Leverage | | 3.6x (3.6x) | | Decrease |
| | | | | | | EBITDA Multiple | | 10.7x (10.7x) | | Increase |
| | | | | | | Illiquidity Discount | | 2% (2%) | | Decrease |
| | | | | | | Illiquidity Discount | | 15% (15%) | | Decrease |
| | | | | Market Comparables | | LTM EBITDA Multiple | | 15.8x (15.8x) | | Increase |
Common Stock | | $ | 511,755 | | | | Forward EBITDA Multiple | | 11.3x (11.3x) | | Increase |
| | | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | 12.3% (12.3%) | | Decrease |
| | | | | | | Exit EBITDA Multiple | | 7.9x (7.9x) | | Increase |
Total | | $ | 83,047,572 | | | | | | | | |
(1) | The TRS was valued in accordance with the TRS agreements as discussed below. |
(2) | For the assets and investment that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 – 100%. Broker quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques. |
(3) | Weighted average amounts are based on the estimated fair values. |
(4) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. |
At December 31, 2012, the Company held 18 distinct investment positions that were classified as Level 3, representing an aggregate fair value of $93,252,464 and 13.1% of the total investment portfolio. The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of December 31, 2012 were as follows:
Asset Group | | Fair Value (1) | | Valuation Techniques (2) | | Unobservable Inputs | Range (Weighted Average) (3) | | Impact to Valuation from an Increase in Input (4) |
Senior Debt | | $ | 18,681,009 | | Broker Quotes | | Mid Price | | 94.25 - 102 (100.98) | | Increase |
| | | | | Broker Quotes | | Mid Price | | 98 - 101.5 (98.55) | | Increase |
| | | 67,909,567 | | Market Comparables | | Yield | | 5.0 - 11.9% (8.91%) | | Decrease |
| | | | | | | Discount Margin | | 437 - 1069 bps (808 bps) | | Decrease |
| | | | | | | Illiquidity Discount | | 1.0 - 4.0% (2.29%) | | Decrease |
Subordinated Debt | | | | | Broker Quotes | | Bid Price | | 104.02 (NA) | | Increase |
| | | | | Market Comparables | | Yield | | 12.0 - 13.0% (12.54%) | | Decrease |
| | | 6,208,491 | | | | Discount Margin | | 1071 - 1250 bps (1170 bps) | | Decrease |
| | | | | | | EBITDA Multiple | | 9.6x (9.6x) | | Increase |
| | | | | | | Illiquidity Discount | | 2% (2%) | | Decrease |
| | | | | Market Comparables | | Forward EBITDA Multiple | | 9.8x (9.8x) | | Increase |
Common Stock | | | | | | | LTM EBITDA Multiple | | 12.9x (12.9x) | | Increase |
| | | 453,397 | | | | Illiquidity Discount | | 15% (15%) | | Decrease |
| | | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | 12.2% (12.2%) | | Decrease |
Total | | $ | 93,252,464 | | | | | | | | |
(1) | The TRS was valued in accordance with the TRS agreements as discussed below. |
(2) | For the assets and investment that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 – 100%. Broker quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques. |
(3) | Weighted average amounts are based on the estimated fair values. |
(4) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. |
The more significant unobservable inputs used in the fair value measurement of the Company’s senior and subordinated loan investments are third-party indicative broker quotes. In the event that there are limited broker quotes, then the valuation process will further rely on the inputs from comparable investments and/or discounted cash flow analysis. Depending on the type of debt investment position held by the Company, the relative comparable value analysis may rely on any of (i) market yields, (ii) discount margin, (iii) illiquidity discount and (iv) leverage EBITDA multiples analysis to either confirm a single broker quote, or to generate a fair value in the absence of any broker quote. Other significant unobservable inputs used in the fair value measurement of the Company’s investments are also disclosed in the table above. Any significant increases or decreases in these unobservable inputs would result in significant increases or decreases in the fair value of the Company’s investments.
The TRS is also classified as Level 3 at March 31, 2013. The Company valued its TRS in accordance with the TRS agreements between Halifax Funding and BNS, which collectively established the TRS. Pursuant to the TRS agreements, the value of the TRS is based on (i) the increase or decrease in the value of the TRS reference assets relative to the notional amounts, together with (ii) accrued interest income and fee income, (iii) TRS swap financing costs on the TRS settled notional amount, and (iv) certain other expenses incurred under the TRS. The TRS reference assets are valued pursuant to the valuation algorithm specified in the TRS Agreements, including reliance on indicative bid prices provided by independent third-party pricing services. Bid prices reflect the highest price that market participants may be willing to pay. On a quarterly basis, the Company's management reviews, tests and compares (i) the indicative bid prices assigned to each TRS reference asset by BNS, based on the inputs provided to BNS by third-party pricing services with (ii) third-party service provider pricing inputs that are independently sourced by the Company’s management and/or its Advisors. To the extent the Company's management has any questions or concerns regarding the valuation of the TRS reference assets, such valuations are discussed or challenged with BNS pursuant to the terms of the TRS agreements. Additionally, the Company’s management reviews the calculations of both collected and accrued interest, total return swap financing costs, and realized gains and losses that also determine the aggregate fair value of the TRS. For additional disclosures on the Company’s TRS, including quantitative disclosures of the current period conclusions of the fair value components, as reviewed and determined by the Company’s board of directors, refer to Note 4.
The following is a reconciliation for the three months ended March 31, 2013 of investments for which Level 3 inputs were used in determining fair value:
| | Senior Debt Securities | | | Subordinated Debt Securities | | | Common Stock | | | Total Return Swaps | | | Total | |
Fair Value Balance as of January 1, 2013 | | $ | 86,590,576 | | | $ | 6,208,491 | | | $ | 453,397 | | | $ | 1,349,246 | | | $ | 94,601,710 | |
Purchases | | | 10,202,476 | | | | — | | | | — | | | | — | | | | 10,202,476 | |
Net realized gain | | | 47,195 | | | | — | | | | — | | | | 228,648 | | | | 275,843 | |
Net change in unrealized appreciation (1) | | | (290,398 | ) | | | (76,764 | ) | | | 58,358 | | | | 6,481,916 | | | | 6,173,112 | |
Sales or repayments | | | (3,297,909 | ) | | | — | | | | — | | | | (228,648 | ) | | | (3,526,557 | ) |
Net discount accretion | | | 587,940 | | | | (952 | ) | | | — | | | | — | | | | 586,988 | |
Transfers out of Level 3 | | | (17,434,838 | ) | | | — | | | | — | | | | — | | | | (17,434,838 | ) |
Transfers into Level 3 | | | — | | | | — | | | | — | | | | — | | | | — | |
Fair Value Balance as of March 31, 2013 | | $ | 76,405,042 | | | $ | 6,130,775 | | | $ | 511,755 | | | $ | 7,831,162 | | | $ | 90,878,734 | |
Change in net unrealized appreciation (depreciation) in investments still held as of March 31, 2013 (1) | | $ | 237,646 | | | $ | (76,764 | ) | | $ | 58,358 | | | $ | 6,481,916 | | | $ | 6,701,156 | |
(1) | Amount is included in the related amount on investments and derivative instruments in the condensed consolidated statements of operations. |
The following is a reconciliation for the three months ended March 31, 2012 of investments for which Level 3 inputs were used in determining fair value:
| | Senior Debt Securities | | | Subordinated Debt Securities | | | Common Stock | | | Total Return Swaps | | | Total | |
Fair Value Balance as of January 1, 2012 | | $ | 4,651,937 | | | $ | 963,533 | | | $ | — | | | $ | — | | | $ | 5,615,470 | |
Purchases | | | 3,698,099 | | | | 5,969,804 | | | | 448,908 | | | | — | | | | 10,116,811 | |
Net realized gain | | | — | | | | — | | | | — | | | | — | | | | — | |
Net change in unrealized appreciation (1) | | | 629 | | | | 11,960 | | | | — | | | | — | | | | 12,589 | |
Sales or repayments | | | 38,507 | | | | 60,809 | | | | — | | | | — | | | | 99,316 | |
Net discount accretion | | | (34,409 | ) | | | (998,479 | ) | | | — | | | | — | | | | (1,032,888 | ) |
Transfers out of Level 3 | | | 4,730 | | | | (1,004 | ) | | | — | | | | — | | | | 3,726 | |
Transfers into Level 3 | | | 201,067 | | | | — | | | | — | | | | — | | | | 201,067 | |
Fair Value Balance as of March 31, 2012 | | $ | 8,560,560 | | | $ | 6,006,623 | | | $ | 448,908 | | | $ | — | | | $ | 15,016,091 | |
Change in net unrealized appreciation in investments still held as of March 31, 2012 (1) | | $ | 46,878 | | | $ | 38,209 | | | $ | — | | | $ | — | | | $ | 85,087 | |
(1) | Amount is included in the related amount on investments in the condensed consolidated statements of operations. |
No securities were transferred into the Level 3 hierarchy and six were transferred out of the Level 3 hierarchy during the three months ended March 31, 2013. These investments were transferred at fair value as of the beginning of the quarter in which they were transferred. The classification transfers between Level 2 and Level 3 were based on the observed changes in liquidity based on information supplied by a third party pricing source, whereby such liquidity information is routinely reviewed no less frequently than monthly. All realized and unrealized gains and losses are included in earnings (changes in net assets) and are reported as separate line items within the Company’s condensed consolidated statements of operations.
The carrying value of cash and foreign currency is classified as Level 1 with respect to the fair value hierarchy. The carrying value of the revolving credit facility approximates its fair value and it would be classified as Level 2 with respect to the fair value hierarchy.
6. | Agreements and Related Party Transactions |
The Company entered into a managing dealer agreement with CNL Securities Corp., an affiliate of CNL. CNL Securities Corp. serves as the managing dealer of the Offering and in connection therewith receives selling commissions of up to 7% of gross offering proceeds and a marketing support fee of up to 3% of gross offering proceeds. All or any portion of these fees may be reallowed to participating brokers. The Company will pay a maximum sales load of 10% of gross offering proceeds for all combined selling commissions and marketing support fees.
The Company entered into an investment advisory agreement with CNL (together with one amendment, the “Investment Advisory Agreement”) for the overall management of the Company’s investment activities. The Company and CNL have entered into a sub-advisory agreement with KKR (the “Sub-Advisory Agreement”), under which KKR is responsible for the day-to-day management of the Company’s investment portfolio. CNL earns a base management fee equal to an annual rate of 2% of the Company’s average gross assets at the end of the two most recently completed months and it is computed and paid monthly. Gross assets include assets purchased with borrowed funds, unrealized depreciation or appreciation on total return swaps and cash collateral on deposit with custodian in connection with TRS, but exclude deferred offering expense. CNL also earns a performance-based incentive fee that is comprised of the following two parts: (i) a subordinated incentive fee on pre-incentive fee net investment income, and (ii) an incentive fee on capital gains. The subordinated incentive fee, paid quarterly if earned, is computed as the sum of (A) 100% of quarterly pre-incentive fee net investment income in excess of 1.75% of average adjusted capital up to a limit of 0.4375% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of 2.1875% of average adjusted capital. The incentive fee on capital gains, paid annually if earned, is equal to 20% of realized capital gains on a cumulative basis from inception, net of (A) all realized capital losses and unrealized depreciation on a cumulative basis and (B) net of the aggregate amount of any previously paid incentive fee on capital gains. CNL compensates KKR for advisory services that it provides to the Company with 50% of the base management fees and performance-based incentive fees that CNL receives under the Investment Advisory Agreement.
In November 2012, the Company entered into the TRS for the purpose of gaining economic exposure to a portfolio of broadly syndicated corporate loans and bonds. For purposes of computing the performance-based incentive fee, the Company, in a manner consistent with GAAP, treats both a) the interest spread, which represents the difference between i) the interest and fees received on the TRS reference assets and ii) the interest paid to BNS based on the TRS settled notional amount, and b) the net realized gains or losses on the sale or maturity of TRS reference assets as realized gains or losses on derivative instruments. Therefore the net economic benefits or losses, if any, associated with the TRS are included in the computation of the performance-based incentive fee on capital gains.
The terms of the Investment Advisory Agreement entitle CNL (and indirectly KKR) to receive up to 5% of gross proceeds in connection with the Offering as reimbursement for organization and offering expenses incurred by the Advisors on behalf of the Company. The Advisors waived the requirement for the Company to reimburse them for organization and offering expenses for the period from June 17, 2011 through January 31, 2012. The waiver of organization and offering expense reimbursement requirements did not reduce the overall amount of organization and offering expenses incurred by the Advisors that is eligible for reimbursement by the Company in future periods. Beginning February 1, 2012, the Company implemented a reimbursement rate of 0.75% of gross offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors. Beginning March 1, 2013, the Company changed the reimbursement rate to 1% of gross offering proceeds.
The Company entered into an administrative services agreement with CNL (the “Administrative Services Agreement”) whereby CNL performs, and oversees the performance of, various administrative services on behalf of the Company. Administrative services may include transfer agency oversight and supervisory services, shareholder communication services, general ledger accounting, maintaining required corporate and financial records, financial reporting for the Company and its subsidiaries, audit services, preparation of reports to the Company's board of directors and lenders, calculating the Company’s net asset value, filing tax returns, preparing and filing SEC reports, preparing, printing and disseminating shareholder reports, overseeing the payment of the Company’s expenses and shareholder distributions, oversight of services providers and the performance of administrative and professional services rendered to the Company by others. CNL may also enter into agreements with its affiliates for the performance of select administrative services or the retention of personnel. The Company reimburses CNL and its affiliates for the professional services and expenses it incurs in performing its administrative obligations on behalf of the Company.
CNL, certain CNL affiliates, and KKR receive compensation and reimbursement of expenses in connection with (i) the performance and supervision of administrative services and (ii) the Offering. Related party fees, expenses and reimbursement of expenses incurred in the three months ended March 31, 2013 and March 31, 2012 are summarized below:
| | | | | Three Months Ended |
Related Party | Source Agreement | Description | | | March 31, 2013 | | | March 31, 2012 |
CNL Securities Corp. | Managing Dealer Agreement | Selling commissions and marketing support fees | | $ | 18,499,200 | | $ | 8,869,023 |
CNL and KKR | Investment Advisory Agreement | Base management fees (investment advisory fees) | | | 4,860,666 | | | 894,160 |
CNL and KKR | Investment Advisory Agreement | Performance-based incentive fees (1) | | | — | | | — |
CNL and KKR | Investment Advisory Agreement | Organization and offering expenses reimbursement (2) | | | 1,666,708 | | | 527,741 |
CNL | Administrative Services Agreement | Administrative and compliance services | | | 334,592 | | | 118,818 |
(1) | During the three months ended March 31, 2013 and 2012, the Company recorded performance-based incentive fee expense of $4,205,287 and 875,246, respectively. The incentive fee was accrued based on the hypothetical liquidation of the investment portfolio as of the end of each reporting period. The incentive fee on capital gains was not earned by the Advisors or payable to the Advisors as of March 31, 2013 and 2012. |
(2) | The Advisors received reimbursement payments for offering expenses in the amount of $942,805 in the three months ended March 31, 2013. The Company recorded a reimbursement payable to the Advisors in the amount of $723,903 for offering expenses as of March 31, 2013 which is included in other accrued expenses and liabilities on the condensed consolidated statements of assets and liabilities. The Advisors received reimbursement payments for organization expenses in the amount of $205,453 in the three months ended March 31, 2012. The Company recorded a reimbursement payable to the Advisors in the amount of $322,288 for offering expenses as of March 31, 2012. As of March 31, 2013, the outstanding unreimbursed offering expenses amounted to $3,851,265. |
On June 7, 2011, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with CNL and KKR pursuant to which CNL and KKR jointly and severally agreed to pay to the Company all operating expenses (an “Expense Support Payment”) during the Expense Support Payment Period between June 17, 2011 to December 31, 2011. On December 16, 2011, the Company and the Advisors entered into an amendment to the Expense Support Agreement, effective January 1, 2012, that extended the terminal date of the Expense Support Payment Period to March 31, 2012 and reduced the Reimbursement Ratio from 100% to 65% of the Company’s Operating Expenses.
The Amendment also redefined Operating Expenses as all operating costs and expenses paid or incurred by the Company, as determined under GAAP, including base advisory fees payable pursuant to the Investment Advisory Agreement, and excluding (i) performance-based incentive fees payable pursuant to the Investment Advisory Agreement, (ii) organization and offering expenses, and (iii) all interest costs related to borrowings for such period. On March 16, 2012, the Company and the Advisors entered into an amendment and restatement of the Expense Support Agreement, effective April 1, 2012, that extended the terminal date of the Expense Support Payment Period to June 30, 2012 and reduced the Reimbursement Ratio from 65% to 25% of the Company’s Operating Expenses. Expense support payments ceased on July 1, 2012.
Presented below is a summary of Expense Support Payments and the associated terminal eligibility dates for Reimbursement Payments for the years ending December 31, 2011 and December 31, 2012.
Period Ended | | Expense Support Payments Received from Advisors | | | Expense Support Payments Reimbursed to Advisors(1) | | | Unreimbursed Expense Support Payments | | Eligible for Reimbursement through |
December 31, 2011 | | $ | 1,375,592 | | | $ | 1,375,592 | | | $ | — | | December 31, 2014 |
December 31, 2012 | | | 1,590,221 | | | | 454,157 | | | | 1,136,064 | | December 31, 2015 |
Total | | $ | 2,965,813 | | | $ | 1,829,749 | | | $ | 1,136,064 | | |
(1) | As of March 31, 2013 the Company has accrued $1,136,064 for potential annual year-end reimbursement payment to Advisors. |
During the term of the Expense Support Agreement, the Advisors are entitled to an annual year-end reimbursement payment by the Company for unreimbursed Expense Support Payments made under the Expense Support Agreement (a “Reimbursement Payment”), but such Reimbursement Payments may only be paid (i) within three years after the year in which such Expense Support Payments are attributable, and (ii) to the extent that it would not cause the Company’s Other Operating Expenses (Operating Expenses excluding base management fees, performance-based incentive fees, interest expense and organization/offering expenses and including a Reimbursement Payment) to exceed 1.75% of average net assets attributable to common shares as of the end of any such calendar year (the “Reimbursement Limit Percentage”). The Company records the liability for the Reimbursement Payments based on a hypothetical liquidation of its investment portfolio at the end of each reporting period.
Indemnification - The Investment Advisory Agreement and the Sub-Advisory Agreement provide certain indemnification to the Advisors, their directors, officers, persons associated with the Advisors, and their affiliates. The managing dealer agreement provides certain indemnification to the managing dealer and each participating broker and their respective officers, directors, partners, employees, associated persons, agents and control persons. As of March 31, 2013, management believes that the risk of incurring any losses for such indemnification is remote.
The following information sets forth the computation of basic and diluted net increase in net assets from operations per share (earnings per share).
Basic and Diluted Net Increase (Decrease) in Net Assets Per Share | |
| Three Months Ended | |
| | March 31, 2013 | | | March 31, 2012 | |
Net increase in net assets resulting from operations | | $ | 23,442,759 | | | $ | 5,475,928 | |
Weighted average shares outstanding | | | 71,356,247 | | | | 10,949,283 | |
Basic/diluted net increase in net assets from operations per share (1) | | $ | 0.33 | | | $ | 0.50 | |
(1) | Diluted and basic net increase in net assets from operations per share were equivalent in each period because there were no common stock equivalents outstanding in each period. |
The Company's board of directors declared distributions for 13 record dates in the three months ended March 31, 2013. Declared distributions are paid monthly. The total of declared distributions and the sources of distribution payments for the three months ended March 31, 2013 are presented in the table below.
Declared Distributions | | Per Share | | | Amount | | | Allocation | |
Total Declared Distributions for the three months ended March 31, 2013 | | $ | 0.20 | | | $ | 13,735,491 | | | | 100.0 | % |
From Net Investment Income | | $ | 0.02 | | | $ | 1,402,954 | | | | 10.2 | |
From Realized Gains | | | 0.03 | | | | 1,885,582 | | | | 13.7 | |
From Other Sources | | | 0.15 | | | | 10,446,955 | | | | 76.1 | |
Sources of distributions, other than net investment income and realized gains, include adjustments made to GAAP net investment income to arrive at taxable income available for distributions. The following table summarizes the primary sources of differences between net investment income and taxable income available for distributions that contribute to other sources of distributions for the three months ended March 31, 2013.
For the three months ended March 31, 2013 | | Amount | |
Unearned performance-based incentive fee | | $ | 4,205,287 | |
Offering expenses | | | 1,093,596 | |
Net change in unrealized appreciation on total return swap | | | 6,481,916 | |
Net change in unrealized appreciation on foreign currency forward contracts | | | 159,264 | |
Total of other sources available for distributions (1) | | $ | 11,940,063 | |
(1) | The above table does not present all adjustments to calculate taxable income available for distributions. A final determination of taxable income, and taxable income available for distributions, as well as the tax classifications of the 2013 calendar year paid distributions, is made annually at the end of the year. |
On March 12, 2013, the Company’s board of directors declared a distribution of $0.015004 per share for 13 record dates beginning April 2, 2013 and ending on June 25, 2013.
On January 29, 2013, the Company’s board of directors increased the public offering price per share of common stock under the Offering to $11.05, to ensure that the associated net offering price per share, exclusive of sales load equaled or exceeded the net asset value per share on each subsequent subscription closing date and distribution reinvestment date.
The following table summarizes the total shares issued and proceeds received in connection with the Company’s Offering for the three months ended March 31, 2013 and March 31, 2012.
| | Three Months Ended March 31, 2013 | | | Three Months Ended March 31, 2012 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Gross Proceeds from Offering | | | 18,097,872 | | | $ | 198,097,608 | | | | 8,712,413 | | | $ | 92,739,521 | |
Commissions and Marketing Support Fees | | | — | | | | (18,499,200 | ) | | | — | | | | (8,869,023 | ) |
Net Proceeds to Company | | | 18,097,872 | | | | 179,598,408 | | | | 8,712,413 | | | | 83,870,498 | |
Reinvestment of Distributions | | | 688,817 | | | | 6,850,275 | | | | 129,673 | | | | 1,248,460 | |
Net Proceeds from Offering | | | 18,786,689 | | | $ | 186,448,683 | | | | 8,842,086 | | | $ | 85,118,958 | |
Average Net Proceeds Per Share | | $ 9.92 | | | | $ 9.63 | |
The Company conducts quarterly tender offers pursuant to its share repurchase program. The Company currently limits the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the issuance of shares of its common stock under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. The Company will limit repurchases in each quarter to 2.5% of the weighted average number of shares of common stock outstanding in the prior four calendar quarters. The Company’s board of directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.
The following table is a summary of the share repurchases completed during the three months ended March 31, 2013:
Repurchase Date | | Total Number of Shares Offered to Repurchase | | | Total Number of Shares Purchased | | | No. of Shares Purchased/ Total Offer | | | Price Paid per Share | | | Total Consideration | |
February 20, 2013 | | | 785,106 | | | | 84,074 | | | | 11 | % | | $ | 9.73 | | | $ | 818,045 | |
The following per share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights for one share of common stock during the three months ended March 31, 2013 and March 31, 2012.
| | Three Months Ended | |
OPERATING PERFORMANCE PER SHARE | | March 31, 2013 | | | March 31, 2012 | |
Net Asset Value, Beginning of Period | | $ | 9.75 | | | $ | 9.21 | |
Net Investment Income (Loss), Before Expense Support (1)(9) | | | 0.04 | | | | 0.01 | |
Expense Support (1)(9) | | | (0.02 | ) | | | 0.09 | |
Net Investment Income (1) | | | 0.02 | | | | 0.10 | |
Net Realized and Unrealized Gain (Loss) (1)(2) | | | 0.32 | | | | 0.49 | |
Net Increase Resulting from Investment Operations | | | 0.34 | | | | 0.59 | |
Distributions from Net Investment Income (3) | | | (0.02 | ) | | | (0.11 | ) |
Distributions from Realized Gains (3) | | | (0.03 | ) | | | (0.07 | ) |
Distributions from Other Sources (3) | | | (0.15 | ) | | | (0.01 | ) |
Net Decrease Resulting from Distributions to Common Shareholders | | | (0.20 | ) | | | (0.19 | ) |
Capital share transactions –Issuance of common stock above net asset value (4) | | | 0.02 | | | | 0.05 | |
Net Increase Resulting from Capital Share Transactions | | | 0.02 | | | | 0.05 | |
| | | | | | | | |
Net Asset Value, End of Period | | $ | 9.91 | | | $ | 9.66 | |
| | | | | | | | |
INVESTMENT RETURNS | | | | | | | | |
Total Investment Return-Net Price (5) | | | 2.54 | % | | | 6.73 | % |
Total Investment Return-Net Asset Value (6) | | | 3.65 | % | | | 6.91 | % |
| | | | | | | | |
RATIOS/SUPPLEMENTAL DATA (all amounts in thousands except ratios) | | | | | | | | |
Net Assets, End of Period | | $ | 806,822 | | | $ | 153,771 | |
Average Net Assets (7) | | $ | 703,014 | | | $ | 104,551 | |
Average Credit Facility Borrowings(7) | | $ | 216,164 | | | $ | 57,599 | |
Shares Outstanding, End of Period | | | 81,431 | | | | 15,915 | |
Weighted Average Shares Outstanding | | | 71,356 | | | | 10,949 | |
| | | | | | | | |
Ratios to Average Net Assets: (7) | | | | | | | | |
Total Operating Expenses Before Expense Support(9) | | | 1.82 | % | | | 3.07 | % |
Total Operating Expenses After Expense Support(9) | | | 1.98 | % | | | 2.14 | % |
Net Investment Income | | | 0.20 | % | | | 1.09 | % |
Portfolio Turnover Rate | | | 6 | % | | | 13 | % |
Asset Coverage Ratio (8) | | | 3.09 | | | | 3.41 | |
| (1) | The per share data was derived by using the weighted average shares outstanding during the period. |
| (2) | The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the entire period may not agree with the change in the aggregate net realized and unrealized gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio securities. |
| (3) | The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period; distributions per share are rounded to the nearest $0.01. |
| (4) | The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period. |
| (5) | Total investment return-net price is a measure of total return for shareholders who purchased the Company’s common stock at the beginning of the period, including dividends declared during the period. Total investment return-net price is based on (i) the purchase of one share at the public offering price, net of sales load, on the first day of the period, (ii) the sale at the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the cash payment for distributions payable, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, then the terminal sales price per share is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares of common stock. |
| (6) | Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s common stock at the beginning and end of the period, including dividends declared during the period. Total investment return-net asset value is based on (i) the beginning period net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the value of distributions payable, if any, on the last day of the period. The total investment return-net asset value calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, then terminal market value per share is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares of common stock. |
| (7) | The computation of average net assets and average credit facility borrowings during the period is based on the daily value of net assets and borrowing balances, respectively. Ratios are not annualized. |
| (8) | Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period. For purposes of the asset coverage ratio test applicable to the Company as a business development company, the Company regards the TRS total notional amount at the end of the period, less the total amount of cash collateral posted by Halifax Funding under the TRS, as a senior security for the life of the TRS. These data are presented in Note 4 of the condensed consolidated financial statements. |
| (9) | Expense support is equal to the difference between (A) reimbursement of expense support and (B) expense support, as reported on the condensed consolidated statements of operations. |
11. | Revolving Credit Facility and Borrowings |
On February 11, 2013, CCT Funding, Deutsche Bank AG, New York Branch, (“Deutsche Bank”), and the other lenders party thereto entered into an amendment (the “Third Amendment”) to the multi-lender, revolving credit facility agreement (“the Credit Agreement”) that CCT Funding originally entered into with Deutsche Bank on August 22, 2011. Deutsche Bank is a lender and serves as administrative agent under the Credit Agreement.
The Third Amendment amended the Credit Agreement by providing for, among other things, the extension of a new tranche of loan commitments (the “Tranche D Loans”) permitting additional borrowings in an aggregate amount of up to $100,000,000. Pursuant to the Third Amendment, Healthcare of Ontario Pension Plan became a Lender under the Credit Agreement. The Third Amendment reclassified the prior Tranche B Loans as the “Tranche B2 Loans” and the prior Tranche C Loans as the “Tranche B1 Loans.” As amended, loans under the Credit Agreement will generally bear interest based on a three-month adjusted LIBOR (“Adjusted LIBOR”) for the relevant interest period (except with respect to the Tranche A Loans, which bear interest based on one-month Adjusted LIBOR), plus a spread. Upfront fees and unfunded commitment fees were also incurred with respect to the Tranche B1 Loans, Tranche B2 Loans and Tranche D Loans under the Third Amendment.
Under the Credit Agreement, CCT Funding has made certain representations and warranties and it is required to comply with various covenants, reporting requirements and other customary requirements for credit agreements of this nature. As of March 31, 2013, management believes that the Company was in compliance with the covenants of the Credit Agreement. As of March 31, 2013, the Company has incurred deferred financing costs of $1,338,036 in connection with arranging and amending the Credit Agreement.
Revolving Credit Facility Summary for the three months ended March 31, 2013 | |
| | Loan Tranche | | | | |
| | | A | | | | B1 | | | | B2 | | | | D | | | Total | |
Maturity | | August 22, 2013 | | | February 11, 2014 | | | February 11, 2015 | | | February 11, 2015 | | | | |
Unused Commitment Fee (1) | | | 0.75 | % | | | 0.75 | % | | | 0.50 | % | | | 0.50 | % | | | |
Base Interest Rate (reset monthly) | | 1 mo. LIBOR | | | 3 mo. LIBOR | | | 3 mo. LIBOR | | | 3 mo. LIBOR | | | | |
Spread | | | 1.70 | % | | | 1.50 | % | | | 2.33 | % | | | 2.33 | % | | | |
Borrowing Commitment Amount | | $ | 75,000,000 | | | $ | 65,000,000 | | | $ | 100,000,000 | | | $ | 100,000,000 | | | $ | 340,000,000 | |
Amount Borrowed as of March 31 | | | 75,000,000 | | | | 65,000,000 | | | | 79,440,000 | | | | — | | | | 219,440,000 | |
Unused Borrowing Commitment Balance as of March 31 | | $ | — | | | $ | — | | | $ | 20,560,000 | | | $ | 100,000,000 | | | $ | 120,560,000 | |
Average Borrowings | | $ | 75,000,000 | | | $ | 52,546,222 | | | $ | 88,618,000 | | | $ | — | | | $ | 216,164,222 | |
Direct Interest Expense | | | 356,984 | | | | 244,066 | | | | 583,570 | | | | — | | | | 1,184,620 | |
Unused Commitment Fees | | | | | | | | | | | | | | | | | | | 353 | |
Amortization of Deferred Financing Costs | | | | | | | | | | | | | | | | | | | 126,615 | |
Total Interest Expense | | | | | | | | | | | | | | | | | | $ | 1,311,588 | |
Weighted Average Interest Rate | | | 1.94 | % | | | 1.90 | % | | | 2.70 | % | | | — | % | | | 2.24 | % |
(1) | Unused commitment fees for the Tranche B2 Loans and the Tranche D Loans were waived for a period of 60 days following the effective date of the Third Amendment. |
12. | Guarantees and Commitments |
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at March 31, 2013 and December 31, 2012. As of March 31, 2013, the Company was committed to fund $26,191,000 for three delayed draw term loans associated with two portfolio companies.
On April 11, 2013, the Company filed its tender offer statement with the SEC on Schedule TO. The Company offered to repurchase up to 1,158,737 shares of common stock at a cash price of $9.91 per share.
On April 25, 2013, the SEC filed a notice of application by the Company and its Advisors for an order to permit certain joint transactions otherwise prohibited by section 57(a)(4) of the 40 Act and rule 17d-1 under the 40 Act. The SEC will issue an order granting the requested relief unless a hearing is requested by May 20, 2013.
On May 7, 2013, the Company’s board of directors increased the public offering price per share of common stock under the Offering to $11.10.
As of May 9, 2013, the total amount borrowed under the revolving credit facility was $219,440,000.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The information contained in this section should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we”, “our”, “us” and “our company” refer to Corporate Capital Trust, Inc.
STATEMENT REGARDING FORWARD LOOKING INFORMATION
The following information contains statements that constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the current global economic downturn, increased direct competition, changes in government regulations or accounting rules, changes in local, national and global capital market conditions, our ability to obtain or access credit lines or credit facilities on satisfactory terms, changes in interest rates, availability of proceeds from our offering of shares, our ability to identify suitable investments, our ability to close on identified investments, inaccuracies of our accounting estimates, our ability to locate suitable borrowers to borrow from us on favorable terms to us, and the ability of such borrowers to make payments to us under their respective loans terms and conditions with us. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our annual report on Form 10-K filing for the year ended December 31, 2012.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ.
Our critical accounting policies are described in the notes to the condensed consolidated financial statements. Accordingly see Note 2 to the condensed consolidated financial statements for a description of critical accounting policies. We consider these accounting policies critical because they involve management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 to the condensed consolidated financial statements for a description of recently issued accounting pronouncements. We do not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on our condensed consolidated financial statements.
EXECUTIVE OVERVIEW
We are a non-diversified closed-end management investment company that has elected to be treated as a business development company under the 1940 Act. Formed as a Maryland corporation on June 9, 2010, we are externally managed by CNL Fund Advisors Company (“CNL”) and KKR Asset Management LLC (“KKR”), collectively, the “Advisors”, which are responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Both Advisors are registered as investment advisers with the SEC. CNL also provides the administrative services necessary for us to operate.
Investment Objective and Investment Program
Our investment objective is to provide our shareholders with current income and, to a lesser extent, long-term capital appreciation. We intend to meet our investment objective by investing primarily in the debt of privately owned U.S. companies (also referred to as “portfolio companies”) with a focus on originated transactions sourced through the networks of our Advisors. A substantial portion of our portfolio consists of senior and subordinated debt, which we believe offer opportunities for superior risk-adjusted returns and income generation. Our debt investments may take the form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants, options or other forms of equity participation. We may also potentially purchase common or preferred equity interests in portfolio companies.
As of March 31, 2013, our investment program consisted of two main components. First, since the inception of our investment activities we have been engaged in the direct purchase of debt securities primarily issued by portfolio companies, and these debt securities were acquired through both secondary market and primary issuance transactions. We refer to this investment component as our “Investment Portfolio” in this report. Second, beginning in November 2012, we have been increasing our economic exposure to portfolio companies by entering into a total return swap arrangement (“the TRS”) with a commercial bank counterparty and directing the creation of a portfolio of underlying corporate bonds and loans that serve as reference assets under the TRS. We refer to this investment component as our portfolio of TRS reference assets or “TRS Portfolio” in this report. In the case of our TRS Portfolio, we receive all: (i) realized income and fees and (ii) realized capital gains generated by TRS reference assets. In return, we must pay quarterly to the TRS counterparty a payment consisting of: (i) realized capital losses and (ii) financing costs that are based on a floating interest rate and the notional amount of TRS reference assets. At the end of the TRS contract life, we will receive additional economic benefit if the net value of the TRS Portfolio appreciates relative to its notional amount. Conversely, we will be required to pay the counterparty the amount, if any, by which the net value of the portfolio of TRS reference assets declines relative to its notional amount. We do not own, or have physical custody of, the TRS reference assets. The TRS reference assets are not direct investments by us.
The level of our investment activity can and does vary substantially from period to period depending on many factors, including: the amount of equity capital we raise from offering common stock in our company, the amount of capital we may borrow under our revolving credit facility, the investment parameters of our TRS agreements, the amount of debt and equity capital available at large from various potential capital providers to finance the business activities of portfolio companies, the demand for debt from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, and competitive environment for the types of investments we currently seek and intend to seek in the future.
As a business development company, we are required to comply with certain regulatory requirements. For instance, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition of eligible portfolio company at the time of the follow-on investment.
Revenues
We generate revenue primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have an expected maturity of three to ten years, although we have no lower or upper constraint on maturity, and we typically earn interest at a fixed or floating rates. Interest on our debt securities is generally payable to us quarterly or semi-annually. In some cases, our debt investments may partially defer cash interest payments with payment-in-kind provisions. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment fees, origination fees, and fees for providing significant managerial assistance. While the reference assets underlying the total return swap agreements generate interest income and fees, such amounts, net of the financing amounts we pay quarterly to the TRS counterparty, are recorded as realized gains pursuant to GAAP when payable to us.
Operating Expenses
Our primary operating expenses include the payment of a base management fee and, depending on our operating results, performance-based incentive fees, reimbursable expenses under the investment advisory agreement, interest expense and financing fees, amortization of deferred offering expenses, fund administrative expenses, and third-party expenses incurred under the administrative services agreement and custody/accounting agreements. The base management fee and performance-based incentive fees compensate the Advisors for their efforts and resources in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and investment transactions.
FINANCIAL AND OPERATING HIGHLIGHTS
At March 31, 2013 ($ in millions except per share data) | | | | |
Total consolidated assets | | $ | 1,145.98 | |
Adjusted total assets (Total consolidated assets net of payable for investments purchased) | | $ | 1,037.69 | |
Investment in portfolio companies | | $ | 856.90 | |
Borrowings - credit facility | | $ | 219.44 | |
Borrowings - TRS deemed senior securities | | $ | 165.90 | |
Net assets | | $ | 806.82 | |
Average net assets | | $ | 703.01 | |
Average credit facility borrowings | | $ | 216.16 | |
Net asset value per share | | $ | 9.91 | |
Leverage ratio (Borrowings/Adjusted total assets) | | | 37 | % |
| | | | |
Portfolio Activity for the Three Months Ended March 31, 2013 ($ in millions except per share data) | | | | |
Cost of investments purchased | | $ | 236.16 | |
Sales, principal payments and other exits | | $ | 91.54 | |
Number of portfolio companies at end of period | | | 128 | |
Net investment income | | $ | 1.40 | |
Net realized gains on investments and foreign currency transactions | | $ | 1.89 | |
Net change in unrealized appreciation on investments, derivative instruments and foreign currency translation: | | $ | 20.15 | |
Net increase in net assets from operations | | $ | 23.44 | |
Total distributions declared | | $ | 13.74 | |
Net investment income before incentive fees per share | | $ | 0.08 | |
Net investment income per share | | $ | 0.02 | |
Earnings per share | | $ | 0.33 | |
Distributions declared per share outstanding for the entire period | | $ | 0.20 | |
| | | | |
Common Stock Offering Summary for the Three Months Ended March 31, 2013 | | | | |
(All amounts in millions except per share data) | | | | |
Gross proceeds | | $ | 198.10 | |
Net proceeds to Company | | $ | 179.60 | |
Average net proceeds per share | | $ | 9.92 | |
Shares issued in connection with common stock offering | | | 18.10 | |
BUSINESS ENVIRONMENT
Over the first quarter of 2013, capital flows into the debt markets remained robust and bond and loan issuance and refinancing volumes increased, all contributing to strong price appreciation among the credit indices. The S&P Leveraged Loan Index, a measure of senior secured debt, increased 2.85% during the first quarter of 2013 and the Merrill Lynch High Yield Master II, a measure of subordinated debt, increased 2.07% over the same period. Furthermore, interest rates continued their descent in the first quarter of 2013, evidenced by the three-month LIBOR decreasing 2 basis points (“bps”) in the first quarter of 2013 and 18 bps from the same period last year, to finish the period at 0.28%. We also continued to witness credit spreads tightening in the high yield debt markets and overall increased appetite for risk from certain investors in the search for yield.
These factors, along with others, reduced the yields on U.S. fixed rate high-yield bonds to an all-time low and our Advisors believe that in the first quarter of 2013, floating rate investments offered more favorable risk adjusted returns relative to fixed rate investments. Our Advisors believe that thoughtful issuer and security selection will be of paramount importance during the months ahead. Our Advisors intend to continue to allocate investments to what they believe are the most attractive opportunities across the corporate credit quality spectrum and corporate capital structure, while positioning the Company’s portfolio to be partially responsive to increases in interest rates, in any, over the intermediate term.
Floating rate debt investments typically have a shorter duration and contribute lower relative interest rate risk as general interest rates rise, but offer a lower relative yield on investment as compared to high yield, fixed rate corporate bond investments. During the first quarter of 2013, our Advisors continued to weigh the composition of both our Investment Portfolio and TRS Portfolio towards floating rate debt investments. As of March 31, 2013, floating rate investments were 57.2% of the debt investments in our Investment Portfolio and 79.1% of the reference assets in our TRS Portfolio.
However, even though realizable yields on both floating and fixed rate debt securities tightened in the first quarter of 2013, our Advisors believe that there remains a long-term market investment opportunity in primary corporate debt issuances and other less liquid transactions. As new banking regulations such as Basel III and Dodd-Frank require financial institutions to meet new increased capital requirements, our Advisors believe the confluence of both legislative and regulatory measures will make it more difficult and inefficient for commercial banks to supply all of the capital to meet the financing needs of growing middle market companies. This persistent condition, in our Advisors’ view, will continue to provide us with an attractive market investment opportunity to deploy capital through primary corporate debt issuance and other less liquid securities to this growing segment of the U.S. economy.
PORTFOLIO AND INVESTMENT ACTIVITY
Portfolio Investment Activity for the Three Months Ended March 31, 2013
The following table summarizes our investment activity for the three months ended March 31, 2013, excluding our short term investments.
| | Investment Activity Summary for the Three Months Ended March 31, 2013 ($ in millions) | |
| | Investment Portfolio | | | TRS Portfolio | |
Total Fair Value | | $ | 856.90 | | | $ | 346.33 | |
Incremental Investment Activity | | $ | 236.16 | | | $ | 188.00 | |
Investment Sales | | $ | 49.52 | | | $ | 21.39 | |
No. Portfolio Companies | | | 128 | | | | 73 | |
Portfolio Company Additions | | | 19 | | | | 32 | |
Portfolio Company Exits | | | 17 | | | | 6 | |
No. Debt Investments | | | 166 | | | | 85 | |
Debt Investment Additions | | | 44 | | | | 51 | |
Debt Investment Exits | | | 40 | | | | 20 | |
No. Equity Investments | | | 3 | | | | — | |
The fair value of our Investment Portfolio, excluding our short term investments, increased by 22.8% during the three months ended March 31, 2013 and the fair value of our TRS Portfolio increased by 110.2% during the same period. This growth was achieved through a combination of incremental investments and price appreciation in the underlying investments. While the Investment Portfolio and the TRS Portfolio are accounted for and presented as two distinct portfolios, the two portfolios had 23 debt investment positions and 35 portfolio companies in common as of March 31, 2013.
The information presented in the following table is for further analysis of our Investment Portfolio and our TRS Portfolio. However, our investment program is not managed with any specific investment diversification or dispersion target goals. The following table summarizes the composition of our Investment Portfolio and our TRS Portfolio based on fair value as of March 31, 2013, excluding our short term investments.
| | Fair Value Summary As of March 31, 2013 | |
Asset Category | | Investment Portfolio at Fair Value | | | Percentage of Investment Portfolio | | | TRS Portfolio at Fair Value | | | Percentage of TRS Portfolio | |
Senior debt securities | | $ | 647,015,592 | | | | 75.5 | % | | $ | 285,814,006 | | | | 82.5 | % |
Subordinated debt securities | | | 204,291,490 | | | | 23.8 | | | | 60,514,548 | | | | 17.5 | |
Total debt securities | | | 851,307,082 | | | | 99.3 | | | | 346,328,554 | | | | 100.0 | |
Common stock | | | 511,755 | | | | 0.1 | | | | — | | | | — | |
Preferred stock | | | 5,082,916 | | | | 0.6 | | | | — | | | | — | |
Total equity securities | | | 5,594,671 | | | | 0.7 | | | | — | | | | — | |
Total | | $ | 856,901,753 | | | | 100.0 | % | | $ | 346,328,554 | | | | 100.0 | % |
The following table summarizes the composition of our Investment Portfolio based on amortized cost and the notional amount of the TRS Portfolio as of March 31, 2013. The primary investment concentrations include (i) senior debt and (ii) subordinated debt securities. The debt investments in our Investment Portfolio were purchased at an average price of 99.9% of par value.
| | Investment Portfolio Cost and TRS Notional Amount Summary As of March 31, 2013 | |
Asset Category | | Investment Portfolio at Amortized Cost | | | Percentage of Investment Portfolio | | | TRS Portfolio at Notional Amount | | | Percentage of TRS Portfolio | |
Senior debt securities | | $ | 633,541,684 | | | | 75.7 | % | | $ | 282,008,906 | | | | 82.5 | % |
Subordinated debt securities | | | 198,365,574 | | | | 23.7 | | | | 59,915,754 | | | | 17.5 | |
Total debt securities | | | 831,907,258 | | | | 99.4 | | | | 341,924,660 | | | | 100.0 | |
Common stock | | | 448,908 | | | | 0.1 | | | | — | | | | — | |
Preferred stock | | | 4,800,812 | | | | 0.5 | | | | — | | | | — | |
Total equity securities | | | 5,249,720 | | | | 0.6 | | | | — | | | | — | |
Total | | $ | 837,156,978 | | | | 100.0 | % | | $ | 341,924,660 | | | | 100.0 | % |
The table below presents a summary of interest rate and maturity statistics for the debt investments in our Investment Portfolio and the TRS Portfolio s of March 31, 2013.
| | Investment Portfolio as of | | TRS Portfolio as of |
Floating interest rate debt investments: | | March 31, 2013 | | December 31, 2012 | | March 31, 2013 | | December 31, 2012 |
Percent of portfolio (1) | | 57.2 | % | | 57.3 | % | | 79.1 | % | | 73.7 | % |
Percent of floating rate debt investments with interest rate floors (1) | | 85.8 | % | | 87.3 | % | | 94.7 | % | | 87.0 | % |
Weighted average interest rate floor (2) | | 1.3 | % | | 1.4 | % | | 1.2 | % | | 1.2 | % |
Weighted average coupon spread (2) | | 585 | bps | | 595 | bps | | 409 | bps | | 433 | bps |
Weighted average years to maturity (2) | | 5.1 | | | 5.2 | | | 5.7 | | | 5.8 | |
| | | | | | | | | | | | |
Fixed interest rate debt investments: | | | | | | | | | | | | |
Percent of portfolio (1) | | 42.8 | % | | 42.7 | % | | 20.9 | % | | 26.3 | % |
Weighted average coupon rate (2) | | 9.3 | % | | 9.5 | % | | 8.0 | % | | 8.3 | % |
Weighted average years to maturity (2) | | 5.7 | | | 5.6 | | | 7.1 | | | 7.0 | |
(1) | Percentages are based on fair value. |
(2) | Weighted average interest rate floor, coupon, coupon spreads and years to maturity are calculated based on par values. |
All of our floating interest rate debt investments have index reset frequencies of less than twelve months with the majority resetting at least quarterly. The three-month LIBOR, the most prevalent index employed among our floating interest rate debt investments, ranged between 0.283% and 0.306% during the three months ended March 31, 2013 and rested at 0.283% as of March 31, 2013.
As of March 31, 2013, our Investment Portfolio of 128 portfolio companies was diversified across 23 industry classifications, as compared to our Investment Portfolio as of December 31, 2012 that consisted of 126 portfolio companies diversified across 23 distinct industry classifications. As of March 31, 2013, the TRS Portfolio consisted of 73 portfolio companies diversified across 19 distinct industry classifications, as compared to our TRS Portfolio as of December 31, 2012 that consisted of 47 portfolio companies diversified across 18 distinct industry classifications. The table below presents a diversification summary of our portfolio company investments and TRS reference assets arranged by industry classifications at December 31, 2013 and December 31, 2012.
| | Investment Portfolio as of | | | TRS Portfolio as of | |
Industry Classification | | March 31, 2013 | | | December 31, 2012 | | | March 31, 2013 | | | December 31, 2012 | |
Media | | | 13.2 | % | | | 11.0 | % | | | 10.2 | % | | | 13.8 | % |
Capital Goods | | | 11.6 | | | | 13.7 | | | | 12.7 | | | | 15.0 | |
Software & Services | | | 11.4 | | | | 9.1 | | | | 8.6 | | | | 15.6 | |
Materials | | | 11.0 | | | | 9.9 | | | | 9.3 | | | | 3.7 | |
Retailing | | | 10.7 | | | | 9.2 | | | | 7.1 | | | | — | |
Technology Hardware & Equipment | | | 6.8 | | | | 7.8 | | | | 1.3 | | | | 2.4 | |
Health Care Equipment & Services | | | 5.2 | | | | 6.2 | | | | 5.6 | | | | 7.7 | |
Insurance | | | 5.2 | | | | 6.2 | | | | 1.3 | | | | 1.8 | |
Consumer Services | | | 3.6 | | | | 3.7 | | | | 6.1 | | | | 5.4 | |
Telecommunication Services | | | 3.4 | | | | 4.1 | | | | 10.2 | | | | 8.2 | |
Diversified Financials | | | 3.1 | | | | 2.5 | | | | 3.0 | | | | 4.5 | |
Remaining Industries | | | 14.8 | | | | 16.6 | | | | 24.6 | | | | 21.9 | |
Total | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
Our Investment Portfolio may contain loans that are in the form of lines of credit, unfunded delayed draw loan commitments or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of March 31, 2013, we held three unfunded loan commitments that amounted to $26,191,000. We maintain sufficient liquidity in the form of cash on hand or borrowing capacity under our revolving credit facility to fund such unfunded loan commitments should the need arise.
We neither “control” nor are we an “affiliated person” (each as defined in the 1940 Act) of any of our portfolio companies. Under the 1940 Act, we generally would be presumed to “control” a portfolio company if we own beneficially, either directly or through one or more controlled companies, 25% or more of its voting securities; and generally would be an “affiliated person” of a portfolio company if we directly or indirectly own or otherwise control 5% or more of its voting securities
LIQUIDITY AND CAPITAL RESOURCES
Offering of Common Stock
On June 23, 2010, we filed our Registration Statement with the SEC to register the Offering. The Offering, which relates to the offer and sale on a continuous basis of up to 150 million of shares of common stock, commenced on April 4, 2011 when the Registration Statement was declared effective. We raised net proceeds of $186.45 million during the three months ending March 31, 2013 and $795.58 million since the start of our Offering, including the reinvestment of distributions into shares of our common stock.
Credit Facility
We borrow funds to invest alongside the equity capital proceeds of our Offering to increase our investment positions in portfolio companies and to further diversify the number of portfolio company investment positions. In 2011, our wholly-owned special purpose financing subsidiary CCT Funding LLC (“CCT Funding”) entered into a revolving credit facility agreement as amended, the “Credit Agreement”) with Deutsche Bank AG, New York Branch (“Deutsche Bank”). At the time CCT Funding initially entered into the Credit Agreement, Deutsche Bank was the sole initial lender. On February 11, 2013, CCT Funding, Deutsche Bank and a second lender entered into an amendment (the “Third Amendment”) to the Credit Agreement. The Third Amendment amended the Credit Agreement by providing for, among other things, the extension of a new tranche of loan commitments (the “Tranche D Loans”) permitting additional borrowings in an aggregate amount of up to $100.00 million. Pursuant to the Third Amendment, Healthcare of Ontario Pension Plan became a Lender under the Credit Agreement.
CCT Funding has appointed us to manage its investment portfolio pursuant to the terms of an investment management agreement. CCT Funding’s obligations to the lenders under the Credit Agreement are secured by a first priority security interest in substantially all of the assets of CCT Funding. The obligations of CCT Funding under the revolving credit facility are non-recourse to us. Approximately 91% of our total Investment Portfolio, including money market investments, was held as collateral at CCT Funding under the Credit Agreement as of March 31, 2013.
The Credit Agreement currently provides for borrowings in an aggregate amount up to $340.00 million. We have incurred costs of $1.34 million in connection with arranging and amending the Credit Agreement, primarily consisting of upfront commitment and legal fees. We have recorded these costs as deferred financing costs on our condensed consolidated statement of assets and liabilities and we amortize these costs to interest expense over the life of the credit facility. As of March 31, 2013, $1.02 million of such deferred financing costs had yet to be amortized to interest expense.
As of March 31, 2013, $75.00 million was borrowed and outstanding as Tranche A Loans, $65.00 million was borrowed and outstanding as Tranche B1 Loans and $79.44 million was borrowed and outstanding as Tranche B2 Loans. The unused commitment balances were $20.56 million under the Tranche B2 Loans commitment and $100.00 million under the Tranche D Loans commitment. See “Note 11 Revolving Credit Facility and Borrowings” in our condensed consolidated financial statements.
As of March 31, 2013, the ratio of credit facility borrowings-to-adjusted total assets was 21%. (Adjusted total assets is equal to total consolidated assets excluding payable for investments purchased.) For the three months ending March 31, 2013, our all-in cost of financing for the credit facility, including fees and expenses, was 2.48%. We will continue to draw on the revolving credit facility and combine borrowed funds with equity capital to increase and expand our investment positions in portfolio companies. Additionally, we may further increase the maximum borrowing commitment in the future beyond the current amount of $340.00 million.
Total Return Swaps
On November 15, 2012, Halifax Funding LLC, (“Halifax Funding”) our wholly-owned, special purpose financing subsidiary, entered into a TRS arrangement with The Bank of Nova Scotia (“BNS”). Our TRS arrangement with BNS consists of a set of agreements (namely, an ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, by and between Halifax Funding LLC and BNS, and a Confirmation Letter Agreement by and between Halifax Funding and BNS, and a tri-party custodian agreement between Halifax Funding and BNS and The Bank of Nova Scotia Trust Company of New York , each dated as of November 15, 2012), and are collectively referred to herein as the TRS Agreements. Under the terms of the TRS Agreements, each reference asset in the TRS portfolio constitutes a separate total return swap transaction, although all calculations, payments and transfers required to be made under the TRS are calculated and treated on an aggregate basis, based upon all such transactions.
Pursuant to the terms of the TRS Agreements, Halifax Funding may select single-name corporate loans and bonds and create a TRS portfolio with a maximum aggregate notional amount of $500.00 million. Halifax Funding is required to initially cash collateralize a specified percentage of each loan or bond (generally, at least 40% of the notional amount of such loan or bond) in accordance with margin requirements stipulated in the TRS Agreements.
Pursuant to Halifax Funding’s limited liability company operating agreement, we act as the manager of Halifax Funding and exercise Halifax Funding’s rights under the TRS, including selecting the specific loans or bonds to be included in, or deleted from, the TRS Portfolio. The loans and/or bonds selected by Halifax Funding for purposes of inclusion in the TRS Portfolio are selected by us in accordance with our investment objective. Each selected loan or bond, and the TRS Portfolio taken as a whole, must also meet criteria described in the TRS Agreements. BNS, as calculation agent, determines whether each loan or bond complies with the TRS portfolio criteria. Halifax Funding receives quarterly from BNS all collected interest and fees from the portfolio of TRS reference assets. Halifax Funding pays to BNS interest at a rate equal to the three-month LIBOR+0.80% per annum if the initial investment amount (i.e., posted cash collateral) equals or exceeds 50% of the notional amount, or three-month LIBOR+1.00% if the initial investment amount is less than 50% of the TRS notional amount. In addition, upon the sale or repayment of any TRS reference asset, Halifax Funding will either receive from BNS the realized gain in the value of such reference asset relative to its notional amount, or pay to BNS any realized loss in the value of the reference asset relative to its notional amount.
Under the terms of the TRS Agreements, Halifax Funding may be required to post additional cash collateral, on a dollar-for-dollar basis, in the event of depreciation in the value of the portfolio of TRS reference assets after such value decreases below a specified amount. The minimum additional collateral that Halifax Funding is required to post pursuant to the TRS Agreements is equal to the amount required to ensure that the value of the TRS credit support is equal to 25% of the value of the TRS Portfolio.
The obligations of Halifax Funding under the TRS Agreements are non-recourse to us and our exposure under the TRS Agreements is limited to the amount of cash collateral that is posted pursuant to the terms of the TRS Agreements. We have no contractual obligation to post any cash collateral or to make any payments on behalf of Halifax Funding to BNS. We may, but are not obligated to, increase our equity capital investment in Halifax Funding for the purpose of funding any additional cash collateral or payment obligations for which Halifax Funding may become obligated during the term of the TRS Agreements. If we do not make any such additional equity capital investment in Halifax Funding and Halifax Funding fails to meet its obligations under the TRS Agreements, then BNS will have the right to terminate the TRS Agreements and seize the cash collateral posted by Halifax Funding. In the event of an early termination of the TRS, Halifax Funding would be required to pay an early termination fee.
All cash collateral required to be posted under the TRS Agreements is held in the custody of The Bank of Nova Scotia Trust Company of New York, as custodian (the “Custodian”). The Custodian will maintain and perform certain custodial services with respect to the cash collateral pursuant to a custodian agreement (the “BNS Custodian Agreement”) among us, Halifax Funding, BNS, and the Custodian. The BNS Custodian Agreement and the obligations of the Custodian will continue until BNS has notified the Custodian in writing that all obligations of the Halifax Funding under the TRS Agreements have been satisfied.
In connection with the TRS Agreements, Halifax Funding has made customary representations and warranties and is required to comply with various covenants, financial reporting requirements and other customary requirements for similar facilities. In addition to customary events of default and termination events, the TRS Agreements contain the following additional termination events, among others: (a) the occurrence of an event that materially and adversely affects us and that BNS reasonably believes could also materially impair Halifax Funding’s ability to perform its obligations under the TRS Agreements; (b) a regulatory or judicial authority’s initiation of a proceeding for financial fraud or criminal wrongdoing against us that is reasonably likely to adversely impact the risk profile of an investment in or loan to Halifax Funding; (c) specified material reductions in Halifax Funding’s net asset value, including if, at any time, such net asset value declines to less than 50% of its net asset value in effect either as of the last day of the preceding calendar year or as of the date of the TRS Agreements; (d) Halifax Funding’s material amendment to, or material failure to comply with, its investment strategies or restrictions, to the extent that, in light of such amendment or non-compliance, BNS reasonably expects Halifax Funding to be unable to observe its obligations under the TRS Agreements; and (e) if, at any time, out of a group of seven specifically identified key KKR personnel, fewer than four continue to be partners, members, directors or employees of KKR or serve investment or risk assessment roles in respect of KKR.
For purposes of the asset coverage ratio test applicable to us as a business development company, we treat the difference between (i) the TRS notional amount, and (ii) the actual amount of cash collateral posted by Halifax Funding under the TRS, as a senior security for the life of the TRS Agreements. Further, for purposes of determining our compliance with the 70% qualifying asset requirement of Section 55(a) under the 1940 Act, we treat a TRS reference asset as a qualifying asset if the obligor associated with the TRS reference asset is an eligible portfolio company and as a non-qualifying asset if the obligor is not an eligible portfolio company.
Distributions Paid and Declared
We pay our monthly distributions in the form of cash. Shareholders may elect to reinvest their distributions as additional shares of our common stock under our distribution reinvestment plan. Any distributions reinvested under our distribution reinvestment plan remain taxable to the U.S. shareholder.
The following table reflects the cash distributions per share and the total amount of distributions that we have declared on our common stock during the three months ended March 31, 2013:
| | Per Share | | | Amount | |
For the three months ended March 31, 2013 | | $ | 0.195052 | | | $ | 13,735,491 | |
Approximately 50% of the distributions we paid in the three-month period ended March 31, 2013 were reinvested in shares of our common stock at the prevailing net price per share at the time of distribution payments and represent an additional source of capital to invest in portfolio companies. See Note 8 to the condensed consolidated financial statements for a discussion of the sources of distributions on a GAAP basis. Paid distributions that exceed taxable income available for distributions are considered to be a return of capital to our shareholders and that final determination is conducted after the end of the calendar year. The following table summarizes the primary sources of differences between net investment income and taxable income available for distributions; events subsequent to March 31, 2013 may materially alter the year-end adjustments that comprise other sources available for distributions.
For the three months ended March 31, 2013 | | Amount ($ millions) | |
Unearned performance-based incentive fee | | $ | 4.21 | |
Offering expenses | | | 1.09 | |
Net change in unrealized appreciation on total return swap | | | 6.48 | |
Total of other sources available for distributions (1) | | $ | 11.78 | |
(1) | The above table does not present all adjustments to calculate taxable income available for distributions. The final determination of taxable income, as well as the tax classifications of the 2013 calendar year paid distributions, is made annually at the end of the year. |
We estimate that 100% of our distributions paid in the three months ended March 31, 2013 were covered by estimated taxable income available for distributions. We do not expect to use equity capital or borrowed funds to pay distributions to shareholders nor do we expect our shareholders to incur a return of capital on a tax basis in connection with paid distributions. We routinely disclose the sources of paid distributions to our shareholders on periodic reports that accompany (i) shareholder account statements and (ii) checks that are mailed by our transfer agent to our shareholders.
On March 12, 2013, our board of directors declared a distribution of $0.015004 per share for 13 record dates beginning April 2, 2013 and ending on June 25, 2013. The distributions will be paid to shareholders at the end of each month.
RESULTS OF OPERATIONS
RESULTS COMPARISONS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012
Set forth below are our results of operations for the three months ended March 31, 2013 and March 31, 2012. Our Investment Portfolio growth since March 31, 2012 is due to growth in equity capital, and this rise in both capital available for investment and investment activity primarily accounted for the significant increases in investment income, operating expenses and net assets between the comparative periods, as discussed below.
Investment income
Investment income for the three months ended March 31, 2013 was $15.35 million, consisting primarily of interest income. Incremental amounts of equity capital that we received as net proceeds from our Offering on a weekly basis were deployed throughout the three-month period ended March 31, 2013 in the acquisition of investment securities issued by portfolio companies. Our Investment Portfolio grew by 32% during the three months ended March 31, 2013 as compared to 103% growth during the three months ended March 31, 2012. While the rate of growth has slowed, we expect our Investment Portfolio to continue to grow during 2013 and, accordingly, we believe that reported investment income for the three months ended March 31, 2013 is not representative of our stabilized performance or our future performance. We expect further increases in investment income in future periods due to (i) an increasing proportion of investments held for the entire period relative to incremental net investment activity during each quarter, and (ii) a growing base of portfolio company investments that we expect to result from the expected increases in equity capital available to us for investment purposes from our Offering. We generated investment income of $3.38 million in the three months ended March 31, 2012. The interest income earned by the TRS reference assets is not included in investment income in the condensed consolidated statements of operations, but rather it is included in the fair value of the TRS, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement payments.
Operating expenses
Our total operating expenses were $12.81 million and $3.21 million for the three months ended March 31, 2013 and 2012, respectively. Our operating expenses included $4.86 million and $0.89 million in base management fees attributed to the investment advisory services of our Advisors for the three months ended March 31, 2013 and 2012, respectively. Our Advisors are also eligible to receive incentive fees based on performance. We recorded performance-based incentive fee expense of $4.21 million and $0.88 million for the three months ended March 31, 2013 and 2012, respectively. A significant portion of performance-based incentive fees on capital gains is accrued with respect to net unrealized appreciation in our investment portfolio and derivative instruments, although no such performance-based incentive fee on capital gains with respect to such net unrealized appreciation is payable by us unless and until the net unrealized appreciation is actually realized in a cumulative amount that exceeds any remainder unrealized depreciation in our investment portfolio. The actual amount of performance-based incentive fees that are due and payable to the Advisors is determined at the end of the calendar year. As of December 31, 2012 the Advisors had not received, nor earned, any payment of incentive fees on capital gains since the inception of the Company. The following table illustrates the portion of the incentive fee on capital gains that would potentially be payable to the Advisors if the cumulative net realized gains were to i) remain constant and ii) exceed the unrealized depreciation in the investment portfolio at the next determination date.
As of March 31, 2013 | | Amount ($ millions) | |
Cumulative net realized gains (a) | | $ | 4.93 | |
Unrealized depreciation in investment portfolio (b) | | | 5.84 | |
Maximum potential performance-based incentive fee on net realized gains (1) | | | 0.99 | |
(1) Actual incentive fee earned and payable to the Advisors, as determined at the end of the year, is 20% of the excess, if any, of (a) over (b).
Our operating expenses include administrative services expenses attributed to CNL of $0.33 million and $0.12 million for the three months ended March 31, 2013 and 2012, respectively.
We recorded interest expense of $1.32 million and $0.32 million for the three months ended March 31, 2013 and 2012, respectively, primarily in connection with borrowings under our revolving credit facility. Professional services expenses, primarily consisting of audit and legal fees, were $0.35 million during the three months ended March 31, 2013 as compared to $0.21 million during the three months ended March 31, 2012, reflecting (i) an increase in routine independent audit services and (ii) legal services in connection with our SEC exemptive relief application and (iii) other corporate legal services.
As our asset base and number of shareholders have grown, our general and administrative expenses have increased accordingly, but at a slower rate compared to the growth rate in the asset base. We expect certain variable operating expenses to continue to increase because of the anticipated growth in the size of our asset base and the number of open shareholder accounts. During the three months ended March 31, 2013, the ratio of annualized core operating expenses (excluding investment advisory fees, interest expense and reimbursement of organization and offering expenses, and including net expense support) to average net assets was 1.43%, as compared to 0.59% for the three months ended March 31, 2012. A significant portion of operating expenses for the three months ended March 31, 2012 was offset by the Advisors’ Expense Support Payments (as defined and discussed below under “—Contractual Obligations —Expense Support Agreement”). We generally expect core operating expenses to decline as a percentage of our net assets during periods of asset growth over the next several calendar quarters. Incentive fees and interest expense, among other things, may also increase or decrease our overall operating expenses and expense ratios relative to comparative periods depending on portfolio performance, an increase or reduction in borrowed funds, and changes in benchmark interest rates such as LIBOR, among other factors.
Expense Support Payments and Reimbursement Payments - Expense Support Payments from the Advisors were $0.96 million for the three months ended March 31, 2012. The provisions of the Expense Support Agreement that provide for Expense Support Payments from the Advisors to us were not extended beyond June 30, 2012, and therefore there were no Expense Support Payments from the Advisors for the three months ended March 31, 2013. Additionally, we paid $1.83 million and accrued $1.14 million for the three months ended March 31, 2013 as probable Reimbursement Payment obligation relative to the cumulative Expense Support Payments of $2.97 million. Accordingly, our payments and accrual of reimbursement of Expense Support Payments equals 100% of cumulative Expense Support Payments as of March 31, 2013. (See “—Contractual Agreements, —Expense Support Agreement,” below for further details about the Expense Support Agreement. Also see “Note 6. Agreements and Related Party Transactions” included within our condensed consolidated financial statements for additional disclosures regarding the Expense Support Payments and Reimbursement Payments.)
Net investment income
Our net investment income totaled $1.40 million ($0.02 per share) and $1.14 million ($0.10 per share) for the three months ended March 31, 2013 and 2012, respectively. The primary drivers of the decrease in net investment income per share are (i) accrued reimbursement of expense support payable to the Advisors and (ii) the impact of unearned performance-based incentive fees. Additionally, the TRS Portfolio is not a contributor to GAAP net investment income. The interest income earned by the TRS Portfolio is included in the fair value of the TRS, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement payments. The table below shows net investment income and net investment income per share for the three months ended March 31, 2013 and 2012, before the effects of unearned performance-based incentive fees and expense support, which we refer to as adjusted net investment income (non-GAAP).
| | For the three months ended March 31, ($ millions) | |
| | 2013 | | | 2012 | |
Net Investment Income (GAAP) | | $ | 1.40 | | | $ | 1.14 | |
Unearned performance-based incentive fees | | | 4.20 | | | | 0.87 | |
Reimbursement of expense support | | | 1.14 | | | | — | |
Expense support | | | — | | | | (0.96 | ) |
Adjusted Net Investment Income (non-GAAP) | | $ | 6.74 | | | $ | 1.05 | |
Net Investment Income Per Share | | $ | 0.02 | | | $ | 0.10 | |
Adjusted Net Investment Income Per Share | | $ | 0.09 | | | $ | 0.10 | |
Net realized gain
We sold investments and received principal payments of $49.52 million and $42.02 million, respectively, during the three months ended March 31, 2013, from which we realized net gains of $1.01 million. Our net realized gain on derivative instruments of $0.87 million for the three months ended March 31, 2013 was comprised of a $0.23 million realized gain on the TRS and a $0.64 million realized gain on foreign currency forward contracts. The net realized gain on foreign currency transactions was an additional $0.01 million. We sold investments and received principal payments of $21.55 million and $2.37 million, respectively, during the three months ended March 31, 2012, from which we realized a net gain of $0.74 million. We also realized a net loss on foreign currency transactions of $0.01 million during the three months ended March 31, 2012.
Net unrealized appreciation or depreciation
For the three months ended March 31, 2013, the net change in unrealized appreciation on investments totaled $13.50 million, the net change in unrealized appreciation on derivative instruments totaled $6.64 million and the net change in unrealized depreciation on foreign currency translation totaled $0.01 million. The change in unrealized appreciation on investments was primarily driven by the appreciation in fair values on debt investments, including tighter credit spreads, as recorded in several investment positions held in our Investment Portfolio. The net change in unrealized appreciation on derivative instruments consisted of net unrealized appreciation on the TRS Portfolio of $6.48 million and net unrealized depreciation on foreign currency forward contracts of $0.16 million. The net change in TRS unrealized appreciation consisted of (i) spread interest income of $2.51 million, (ii) a decrease in realized losses on the TRS reference assets of $0.32 million and (iii) unrealized appreciation on the TRS reference assets of $3.65 million. For the three months ended March 31, 2012, the net change in unrealized appreciation on investments was $3.62 million and the net change in unrealized depreciation on foreign currency translation was $0.01 million.
Net increase in net assets resulting from operations
For the three months ended March 31, 2013 and 2012, the net increase in net assets resulting from operations was $23.44 million and $5.48 million, respectively.
Net Assets, Net Asset Value per Share and Total Investment Returns
Net assets increased $195.34 million during the three months ended March 31, 2013. The most significant increase in net assets during the three months ended March 31, 2013 was attributable to capital transactions including (i) new issuance of shares of common stock, and (ii) reinvestment of distributions in the combined amount of $186.45 million. Net investment income contributed $1.40 million to the growth in net assets during the three months ended March 31, 2013. Other increases in net assets were attributable to (i) unrealized appreciation on investments, derivative instruments and foreign currency translation of $20.15 million and (ii) net realized gains of $1.89 million. Distributions to shareholders in the amount of $13.73 million and the repurchase of shares of common stock in the amount of $0.82 million contributed to a reduction in net assets during the three months ended March 31, 2013.
Net assets increased $88.61 million during the three months ended March 31, 2012. The most significant increase in net assets during the three months ended March 31, 2012 was attributable to capital transactions including (i) new issuance of shares of common stock, and (ii) reinvestment of distributions in the combined amount of $85.12 million. Net investment income contributed $1.14 million to the growth in net assets during the three months ended March 31, 2012. Other increases in net assets were attributable to (i) unrealized appreciation on investments and foreign currency translation of $3.61 million and (ii) net realized gains of $0.73 million. Distributions to shareholders in the amount of $1.99 million contributed to a reduction in net assets during the three months ended March 31, 2012.
Our net asset value per share was $9.91 and $9.75 on March 31, 2013 and December 31, 2012, respectively. After considering (i) the overall appreciation in net asset value per share, (ii) paid distributions of approximately $0.20 per share, and (iii) the assumed reinvestment of those distributions at 90% of the prevailing offering price per share, then the total investment return was 3.65% for shareholders who held our shares over the entire three-month period ending March 31, 2013.
Initial shareholders who subscribed to the Offering in June 2011 with an initial investment of $10,000 and an initial purchase price equal to $9.00 per share (public offering price net of sales load) have seen the value of their investment grow by 26.2% (see chart below), or an annualized return of 13.9%. Initial shareholders who subscribed to the Offering in June 2011 with an initial investment of $10,000 and an initial purchase price equal to $10.00 per share (the initial public offering price) have registered a total investment return of 13.6%, or an annualized return of 7.4%. Over the same time period the S&P/LSTA Leveraged Loan Index, a primary measure of senior debt covering the U.S. leveraged loan market which currently consists of approximately 1,100 credit facilities throughout numerous industries, and the Merrill Lynch US High Yield Master II Index, a primary measure of subordinated debt consisting of approximately 2,000 high yield corporate bonds, registered cumulative total returns of approximately 10.9% and 18.8% in the period from June 17, 2011 to March 31, 2013, respectively.
The calculations for the Growth of $10,000 Initial Investment are based upon the following assumptions: (i) an initial investment of $10,000 in our common stock at the beginning of the period, at a share price of $10.00 per share (including sales load) and $9.00 per share (excluding sales load), (ii) the reinvestment of monthly distributions in accordance with our distribution reinvestment plan (iii) the sale of the entire investment position at the net asset value per share on the last day of the period; and (iv) the cash payment for distributions payable to shareholders, if any, on the last day of the period.
Our shares are illiquid investments for which there is not a secondary market, and we do not expect a secondary market in our shares to develop in the future. You should not expect to be able to resell your shares regardless of how we perform. If you are able to sell your shares, you will likely receive less than your purchase price. Our net asset value, cumulative returns and annualized returns — which are based in part upon determinations of fair value of Level 3 investments by our board of directors, not active market quotations — are inherently uncertain. Past performance is not a guarantee of future results.
OFF-BALANCE SHEET ARRANGEMENTS
We had no off-balance sheet arrangements as of March 31, 2013.
CONTRACTUAL OBLIGATIONS
Investment Advisory Agreements – We have entered into the Investment Advisory Agreement with CNL for the overall management of our investment activities. We and CNL have also entered into the Sub-Advisory Agreement with KKR, under which KKR is responsible for the day-to-day management of our investment portfolio. Pursuant to the Investment Advisory Agreement, CNL earns a management fee equal to an annual rate of 2% of our average gross assets (including assets purchased with borrowed funds and unsettled trades, unrealized appreciation or depreciation on total return swaps and cash collateral on deposit with custodian, but excluding deferred offering expense), and an incentive fee based on our performance. The incentive fee is comprised of the following two parts: (i) a subordinated incentive fee on pre-incentive fees net investment income, and (ii) an incentive fee on capital gains. CNL compensates KKR for advisory services that it provides to us with 50% of the fees that CNL receives under the Investment Advisory Agreement.
The terms of the Investment Advisory Agreement entitle CNL (and indirectly KKR) to receive up to 5% of gross proceeds in connection with the Offering as reimbursement for organization and offering expenses incurred by the Advisors on our behalf. The Advisors waived our requirement to reimburse them for organization and offering expenses for the period from June 17, 2011 through January 31, 2012. The waiver of the reimbursement requirements did not reduce the amount of organization and offering expenses incurred by the Advisors that are eligible for reimbursement in future periods. Beginning February 1, 2012, we implemented an expense reimbursement rate equal to 0.75% of gross Offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors. The reimbursement rate was increased to 1.0% of gross Offering proceeds on March 1, 2013. As of March 31, 2013, the Advisors have been reimbursed in the amounts of $0.90 million for organization expenses and $4.30 million for offering expenses. As of March 31, 2013, the Advisors carried a remainder balance of approximately $3.85 million for offering expenses incurred on our behalf.
The Advisors are expected to continue to incur offering expenses on our behalf throughout the remainder of Offering period and the reimbursement of the Advisor for offering expenses they incur on our behalf is expected to continue through the termination date of the Offering. We will continue to reimburse the Advisors for offering expenses in connection with gross Offering proceeds only to the extent that the reimbursement payments would not cause the total organization and offering expenses borne by us to exceed 5% of the aggregate gross Offering proceeds. The Advisors continue to be responsible for the payment of our offering expenses to the extent they exceed 5% of the aggregate gross Offering proceeds, without recourse against or reimbursement by us.
See “Note 6 Agreements and Related Party Transactions” in our condensed consolidated financial statements for expanded discussion of the Investment Advisory Agreements.
Expense Support Agreement - We are party to an Expense Support and Conditional Reimbursement Agreement with CNL and KKR (as amended, the “Expense Support Agreement”) pursuant to which CNL and KKR jointly and severally agreed to reimburse us for a specified percentage of our operating expenses (an “Expense Support Payment”) during the Expense Support Payment Period beginning on June 17, 2011. On March 16, 2012, we and the Advisors entered into an amendment and restatement of the Expense Support Agreement, effective April 1, 2012, that extended the terminal date of the Expense Support Payment Period to June 30, 2012 and reduced the operating expense reimbursement ratio from 65% to 25%. As of June 30, 2012, the Advisors had incurred $2.97 million of Expense Support Payments. The Advisors’ commitment to make Expense Support Payments was not extended beyond June 30, 2012.
During the term of the Expense Support Agreement, the Advisors are entitled to an annual year-end reimbursement payment by us for unreimbursed Expense Support Payments made under the Agreement (a “Reimbursement Payment”), but such Reimbursement Payments may only be made within three years after the calendar year in which such Expense Support Payments are made. No Reimbursement Payment may be paid by us to the extent that it would cause our Other Operating Expenses (Other Operating Expenses is equal to Operating Expenses, excluding organization and offering expenses, base management fees, performance-based incentive fees, interest costs, financing fees and financing costs, and brokerage commissions and extraordinary expenses and including a Reimbursement Payment) to exceed 1.75% of average net assets attributable to common shares as of the calendar year-end (the “Reimbursement Limit Percentage”). During the three months ended March 31, 2013, we made a Reimbursement Payment of $1.83 million. As of March 31, 2013 we have accrued an additional $1.14 million for probable Reimbursement Payment obligation. The Company records the liability for the Reimbursement Payments based on a hypothetical liquidation of its investment portfolio at the end of each reporting period. As of March 31, 2013, all Expense Support Payments received from the Advisors have been either repaid or accrued for probable reimbursement.
The Expense Support Agreement will automatically terminate in the event of (a) the termination by us of either our Investment Advisory Agreement or our Sub-Advisory Agreement, or (b) our dissolution or liquidation. If the Expense Support Agreement is terminated due to termination of the Investment Advisory Agreement or the Sub-Advisory Agreement, then we must make a Reimbursement Payment to the Advisors, pro rata based on the aggregate unreimbursed Expense Support Payments made by each Advisor. See “Note 6 Agreements and Related Party Transactions” in our condensed consolidated financial statements for expanded discussion of the Expense Support Agreement.
Revolving Credit Facility –As discussed above under “Financial Condition, Liquidity and Capital Resources – Credit Facility,” CCT Funding has entered into a revolving credit facility with Deutsche Bank. As of March 31, 2013, the credit facility provided for borrowings in an aggregate amount up to $340.00 million on a committed basis and $219.44 million was borrowed and outstanding under the credit facility. (See “— Liquidity and Capital Resources — Credit Facility” above and “Note 11. Revolving Credit Facility and Borrowings” in our condensed consolidated financial statements for expanded discussion of the revolving credit facility.)
A summary of our significant contractual payment obligations for the repayment of outstanding borrowings and interest expense and other fees related to the credit facility at March 31, 2013 is as follows:
| | Total | | | < 1 year | | | 1-3 years | | | 3-5 years | | | After 5 years | |
Revolving Credit Facility (1) | | $ | 219.44 | | | $ | 75.00 | | | $ | 144.44 | | | $ | — | | | $ | — | |
Interest and Credit Facility Fees Payable | | | 0.38 | | | | 0.31 | | | | 0.07 | | | | — | | | | — | |
(1) | At March 31, 2013 our unused commitment amount of Tranche B2 Loans and Tranche D Loans was $20.56 million and $100.00 million, respectively, under our revolving credit facility. |
| Quantitative and Qualitative Disclosures about Market Risks |
We are subject to financial market risks, in particular changes in interest rates. Future changes in interest rates will likely have effects on the interest income we earn on our portfolio investments, the fair value of our fixed income investments, the interest rates and interest expenses associates with the money we borrow for investment purposes, and the fair value of loan balances.
Subject to the requirements of the 1940 Act, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. Although hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates. During the period from January 1, 2013 to March 31, 2013, we did not engage in interest rate hedging activities.
As of March 31, 2013, approximately 57.2% of our portfolio of debt investments, or approximately $487.01 million measured at fair value, featured floating or variable interest rates. The variable interest rate debt investments are usually based on three-month LIBOR (the base rate) and typically have durations of three months after which the base rates are reset to then prevailing three-month LIBOR. At March 31, 2013, approximately 85.8% of our portfolio of variable interest rate debt investments, or approximately $417.60 million measured at fair value, featured minimum base rates, or base rate floors, and the weighted average base rate floor for such investments was 1.31%. Variable interest rate investments that feature a base rate floor generally reset to the then prevailing three-month LIBOR only if the reset base rate exceeds the base rate floor on the applicable interest rate reset date, in which cases we may benefit through an increase in interest income from such interest rate adjustments. At March 31, 2013, we held an aggregate investment position of $69.40 million at fair value in variable interest rate debt investments that featured variable interest rates without any minimum base rates, or approximately 14.2% of our portfolio of variable interest rate debt investments. In the case of these “no base rate floor” variable interest debt investments held in our portfolio, we may benefit from increases in the base rates that may subsequently result in an increase in interest income from such interest rate adjustments.
Because we borrow money to make investments, our net investment income is partially dependent upon the difference between the interest rate at which we invest borrowed funds and the interest rate at which we borrow funds. In periods of rising interest rates and when we have borrowed capital with floating interest rates, then our interest expense would increase, which could increase our financing costs and reduce our net investment income, especially to the extent we continue to acquire and hold fixed-rate debt investments. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Pursuant to the amended terms of our revolving credit facility agreement as discussed above (see “— Financial Condition, Liquidity and Capital Resources — Credit Facility”), CCT Funding borrows at a floating base rate of (i) one-month LIBOR plus 1.70% for Tranche A Loans ($75.00 million loan balance outstanding), (ii) three-month LIBOR plus 1.50% for Tranche B1 Loans ($65.00 million loan balance outstanding), (iii) three-month LIBOR plus 2.325% for Tranche B2 Loans ($79.44 million loan balance outstanding and $20.56 million unused commitment) and (iv) three-month LIBOR plus 2.325% for Tranche D Loans ($100.00 million unused commitment). Therefore, if we were to completely draw down the unused Trance B2 Loans commitment and the maximum Tranche B1 and D Loans commitment amounts, we expect that our weighted average direct interest cost will increase by approximately 17 bps, as compared to our current weighted average direct interest cost for borrowed funds. We expect that any further expansion of the current revolving credit facility, or any future credit facilities that we or any subsidiary may enter into, will also be based on a floating base rate. As a result, we are subject to continuous risks relating to changes in market interest rates.
Under the terms of the TRS agreements between Halifax Funding and BNS, Halifax Funding pays interest to BNS at a floating rate based on three-month LIBOR in exchange for the right to receive the economic benefits of a portfolio of TRS reference assets having a maximum aggregate notional amount of $500.00 million.
Assuming that the consolidated schedule of investments as of March 31, 2013 was to remain constant with regards to the investment portfolio and no actions were taken to alter the existing interest rate sensitivity or investment portfolio allocations, the upper section of the table below presents an estimated and hypothetical increase in interest income due to an immediate and persistent 12-month increase in the base rates associated with our debt investments featuring variable interest rates.
The middle section of the table below also presents sensitivity analysis for a persistent 12-month increase in the base interest rates that apply to our floating rate credit facility and the associated increase in interest expense, as well as the net effect of change in interest rates on the TRS unrealized appreciation (depreciation). For persistent LIBOR increases of less than 200 basis points, the increase in interest expense eclipses the hypothetical increase in interest income associated with our floating rate debt investments; for a persistent LIBOR increase greater than 200 basis points, the hypothetical increase in interest income associated with our floating rate debt investments begins to provide a positive contribution to net interest income and to exceed the increase in interest expense related to our credit facility, in both cases assuming that the consolidated schedule of investments as of March 31, 2013 was to remain constant with regards to the Investment Portfolio and no actions were taken to alter the existing interest rate sensitivity or investment portfolio allocations.
| | | | | | ($ amounts in millions except per share data) | |
| | Par Amount | | Weighted Avg. Floor | | Increases in LIBOR | |
+50 bps | | +100 bps | | +150 bps | | +200 bps | |
| | | | | | | | | | | | | | | | | | | |
No base rate floor | | $ | 68.96 | | | | | $ | 0.304 | | $ | 0.608 | | $ | 0.913 | | $ | 1.218 | |
Base rate floor | | $ | 415.22 | | | 1.31% | | | 0.000 | | | 0.144 | | | 1.676 | | | 3.446 | |
Increase in Floating Rate Interest Income | | | | | | | | | 0.304 | | | 0.752 | | | 2.589 | | | 4.664 | |
| | | | | LIBOR + Spread | | | | | | | | | | | | | |
Tranche A Loans | | $ | 75.00 | | | L(30) + 170 bps | | $ | (0.375 | ) | $ | (0.750 | ) | $ | (1.125 | ) | $ | (1.500 | ) |
Tranche B1 Loans | | $ | 65.00 | | | L(90) + 150 bps | | | (0.325 | ) | | (0.650 | ) | | (0.975 | ) | | (1.300 | ) |
Tranche B2 Loans | | $ | 79.44 | | | L(90) + 233 bps | | | (0.397 | ) | | (0.794 | ) | | (1.192 | ) | | (1.589 | ) |
Increase to Floating Rate Interest Expense | | | | | | | | | (1.097 | ) | | (2.194 | ) | | (3.292 | ) | | (4.389 | ) |
Change in Floating Rate Net Interest Income, before TRS | | | | | | | | | (0.793 | ) | | (1.442 | ) | | (0.703 | ) | | 0.275 | |
Net change in TRS unrealized appreciation (depreciation) (1) | | | | | | | | | (1.646 | ) | | (3.028 | ) | | (3.559 | ) | | (4.080 | ) |
Overall Change in Floating Rate Net Interest Income, including TRS | | | | | | | | $ | (2.439 | ) | $ | (4.470 | ) | $ | (4.262 | ) | $ | (3.805 | ) |
Change in Floating Rate Net Interest Income Per Share Outstanding as of March 31, 2013 | | | | | | | | $ | (0.03 | ) | $ | (0.06 | ) | $ | (0.05 | ) | $ | (0.05 | ) |
(1) | Pursuant to the TRS Agreements, Halifax Funding receives from BNS all collected interest and fees derived from the TRS reference assets and pays to BNS interest at a rate equal to three-month LIBOR+80 bps per annum on the settled notional amount of TRS reference assets. As of March 31, 2013, 79.1% of the TRS reference assets, or approximately $274.09 million measured at market value, featured floating or variable interest rates. At March 31, 2013, approximately 94.7% of the TRS reference assets with variable interest rates featured minimum base rate floors, or approximately $259.41 million measured at fair value, and the weighted average base rate floor for such TRS reference assets was 1.17%. As of March 31, 2013, the total notional amount of the portfolio of TRS reference assets was $341.92 million, and the settled notional amount was $310.87 million. For the purpose of presenting this net interest sensitivity analysis, we have assumed that all TRS reference assets are settled as of January 1, 2013 and that the TRS notional amount would equal $341.92 million upon which the financing payments to BNS are based. |
The interest rate sensitivity analysis presented above does not consider the potential impact of the changes in value of our debt investments and the net asset value of our common stock in the event of sudden increases in interest rates associated with high yield corporate bonds. Approximately 42.8% of our debt investment portfolio is invested in fixed interest rate, high yield corporate debt investments. Rising market interest rates will most likely lead to value declines for high yield corporate bonds and a decline in the net asset value of our common stock, while declining market interest rates will most likely lead to an increase in bond values.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Exchange Act of 1934, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
In the most recent fiscal quarter, there was no change in our internal controls over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
| Unregistered Sales of Equity Securities and Use of Proceeds - None |
| Defaults Upon Senior Securities - None |
| Mine Safety Disclosures – Not applicable |
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this report.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the 10th day of May, 2013.
| | |
| CORPORATE CAPITAL TRUST, INC. |
| | |
| By: | /s/ Andrew A. Hyltin |
| | ANDREW A. HYLTIN |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| By: | /s/ Paul S. Saint-Pierre |
| | PAUL S. SAINT-PIERRE |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
The following exhibits are filed or incorporated as part of this report.
3.1 | | Second Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2012.) |
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3.2 | | Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 2(b) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.) |
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10.1 | | Form of Managing Dealer Agreement by and between the Registrant and CNL Securities Corp. (Incorporated by reference to Exhibit 2(h)(1) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.) |
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10.2 | | Form of Participating Broker Agreement. (Incorporated by reference to Exhibit 2(h)(2) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.) |
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10.3 | | Form of Distribution Reinvestment Plan. (Incorporated by reference to Exhibit 2(e) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.) |
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10.4 | | Form of Intellectual Property License Agreement by and between the Registrant and CNL Intellectual Properties, Inc. (Incorporated by reference to Exhibit 2(k)(3) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.) |
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10.5 | | Administrative Services Agreement by and between the Registrant and CNL Fund Advisors Company. (Incorporated by reference to Exhibit 2(k)(2) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.) |
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10.6 | | Custodian Agreement. (Incorporated by reference to Exhibit 2(j) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.) |
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10.7 | | Investment Advisory Agreement by and between the Registrant and CNL Fund Advisors Company. (Incorporated by reference to Exhibit 2(g)(1) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.) |
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10.8 | | Sub-Advisory Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 2(g)(2) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.) |
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10.9 | | Amended and Restated Escrow Agreement by and among the Registrant, UMB Bank N.A., and CNL Securities Corp. (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2011.) |
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10.10 | | Selected Dealer Agreement among the Registrant, CNL Securities Corp., CNL Fund Advisors Company, CNL Financial Group, LLC, KKR Asset Management LLC and Ameriprise Financial Services, Inc. (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.) |
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10.11 | | Limited Liability Company Agreement of CCT Funding LLC. (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) |
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10.12 | | Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.) |
10.13 | | Custodial Agreement among the Registrant, CCT Funding LLC, Deutsche Bank AG, New York Branch and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.) |
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10.14 | | Asset Contribution Agreement between the Registrant and CCT Funding LLC. (Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) |
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10.15 | | Security Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) |
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10.16 | | Investment Management Agreement between the Registrant and CCT Funding LLC. (Incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) |
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10.17 | | First Amendment to Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.) |
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10.18 | | Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.) |
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10.19 | | Amendment No. 1 to Investment Advisory Agreement by and between the Registrant and CNL Fund Advisors Company. (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.) |
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10.20 | | Second Amendment to Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 24, 2012.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.) |
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10.21 | | ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of November 15, 2012, by and between Halifax Funding LLC and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2012.) |
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10.22 | | Confirmation Letter Agreement, dated as of November 15, 2012, by and between Halifax Funding LLC and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 21, 2012.) |
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10.23 | | Custodian Agreement, dated as of November 15, 2012, by and among Corporate Capital Trust, Inc., Halifax Funding LLC, The Bank of Nova Scotia, and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 21, 2012.) |
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10.24 | | Amendment to Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2013.) |
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10.25 | | Third Amendment to Credit Agreement between CCT Funding LLC, the lenders referred to therein and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2013.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.) |
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31.1 | | |
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31.2 | | |
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32.1 | | |