0001666384srt:AffiliatedEntityMemberagtb:InvestmentManagementAgreementReimbursementOfOperatingCostsMember2022-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| | | | | | | | |
| (Mark One) |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2023
OR
| | | | | | | | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 814-01259
AG Twin Brook BDC, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware | 83-4184014 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
245 Park Avenue, 26th Floor, New York, NY | 10167 |
(Address of principal executive offices) | (Zip Code) |
| |
(Registrant’s telephone number, including area code): (212) 692-2000 |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | None | | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
| Large accelerated filer | o | Accelerated filer | o | |
| Non-accelerated filer | x | Smaller reporting company | o | |
| | | Emerging growth company | x | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 12, 2023, the registrant had 9,672,358 shares of common stock, $0.001 par value per share, outstanding.
TABLE OF CONTENTS
AG Twin Brook BDC, Inc.
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (Unaudited) |
Assets | | | |
Investments at fair value: | | | |
Non-controlled/non-affiliated investments at fair value (amortized cost of $175,879 and $180,526, respectively) | $ | 174,505 | | | $ | 179,785 | |
Non-controlled/affiliated investments at fair value (amortized cost of $7,044 and $7,137, respectively) | 9,610 | | | 10,354 | |
Unrealized gain on foreign currency forward contracts | 8 | | — | |
Cash | 16,593 | | | 12,028 | |
Interest receivable | 644 | | | 775 | |
Prepaid expenses | 81 | | | 127 | |
Total assets | $ | 201,441 | | | $ | 203,069 | |
Liabilities | | | |
Unrealized loss on foreign currency forward contracts | $ | — | | | $ | 15 | |
Dividend payable | 2,418 | | | 5,030 | |
Incentive fees payable | 1,159 | | | 1,295 | |
Accrued expenses and other liabilities payable to affiliate | 843 | | | 677 | |
Deferred tax liability | 536 | | | — | |
Management fees payable | 281 | | | 281 | |
Deferred income | 170 | | | 184 | |
Total liabilities | 5,407 | | | 7,482 | |
Commitments and contingencies (Note 8) | | | |
Net assets | | | |
Common shares $0.001 par value, 100,000,000 shares authorized; 9,672,358 and 9,672,358 shares issued and outstanding, respectively | $ | 10 | | | $ | 10 | |
Additional paid-in-capital | 193,726 | | | 193,704 | |
Total distributable earnings (loss) | 2,298 | | | 1,873 | |
Total net assets | 196,034 | | | 195,587 | |
Total liabilities and net assets | $ | 201,441 | | | $ | 203,069 | |
Net asset value per share | $ | 20.27 | | | $ | 20.22 | |
The accompanying notes are an integral part of these consolidated financial statements.
AG Twin Brook BDC, Inc.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Investment income | | | |
Investment income from non-controlled, non-affiliated investments: | | | |
Interest | $ | 5,250 | | | $ | 2,923 | |
Other | 99 | | | 149 | |
Total investment income from non-controlled, non-affiliated investments: | 5,349 | | | 3,072 | |
Total investment income | 5,349 | | | 3,072 | |
Expenses | | | |
Incentive fees | $ | 576 | | | $ | 381 | |
Deferred tax expense | 536 | | | — | |
Management fees | 281 | | | 241 | |
Current tax expense | 206 | | | — | |
Administrative fees(1) | 15 | | | 54 | |
Accounting fees | 113 | | | 104 | |
Other | 44 | | | 86 | |
Insurance fees | 68 | | | 90 | |
Directors' fees | 45 | | | 45 | |
Professional fees | 92 | | | 119 | |
Interest | — | | | 55 | |
Total net expenses | 1,976 | | | 1,175 | |
Net investment income (loss) | 3,373 | | | 1,897 | |
Net realized and unrealized gain (loss) on investment transactions | | | |
Net realized gain (loss) on investment transactions: | | | |
Non-controlled, non-affiliated investments | $ | (1) | | | $ | 35 | |
Non-controlled, affiliated investments | 776 | | | — | |
Foreign currency forward transactions | (22) | | | (2) | |
Net change in unrealized gain (loss) on investment transactions: | | | |
Non-controlled, non-affiliated investments | (633) | | | 188 | |
Non-controlled, affiliated investments | (651) | | | 249 | |
Foreign currency forward contracts | 23 | | | (18) | |
Foreign currency translation | — | | | (2) | |
Total net realized and unrealized gain (loss) on investment transactions | (508) | | | 450 | |
Net increase (decrease) in net assets resulting from operations | $ | 2,865 | | | $ | 2,347 | |
Net investment income (loss) per share - basic and diluted | $ | 0.35 | | | $ | 0.21 | |
Earnings (loss) per share - basic and diluted | $ | 0.30 | | | $ | 0.26 | |
Weighted average shares outstanding - basic and diluted | 9,672,358 | | 9,141,176 |
(1)Refer to Note 6 - Agreements and Related Party Transactions
The accompanying notes are an integral part of these consolidated financial statements.
AG Twin Brook BDC, Inc.
Consolidated Statements of Changes in Net Assets
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Increase (decrease) in net assets resulting from operations | | | |
Net investment income (loss) | $ | 3,373 | | | $ | 1,897 | |
Net realized gain (loss) | 753 | | | 33 | |
Net change in unrealized gain (loss) | (1,261) | | | 417 | |
Net increase in net assets resulting from operations | 2,865 | | | 2,347 | |
Dividends | | | |
Dividends declared from earnings | (2,418) | | | — | |
Net decrease in net assets resulting from dividends | (2,418) | | | — | |
Total increase in net assets | 447 | | | 2,347 | |
Net assets, at beginning of period | 195,587 | | | 184,098 | |
Net assets, at end of period | $ | 196,034 | | | $ | 186,445 | |
| | | |
Dividends declared per share | $ | 0.25 | | | $ | — | |
The accompanying notes are an integral part of these consolidated financial statements.
AG Twin Brook BDC, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Cash flows from operating activities | | | |
Net increase (decrease) in net assets resulting from operations | $ | 2,865 | | | $ | 2,347 | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | |
Net realized (gain) loss on investments | (775) | | | (35) | |
Net change in unrealized (appreciation) depreciation on investments | 1,284 | | | (437) | |
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts | (23) | | | 18 | |
Net accretion on debt instruments | (233) | | | (184) | |
Net paydown gain on debt instruments | (100) | | | (31) | |
Interest received in-kind | (43) | | | (14) | |
Purchases and drawdowns of investments | (4,827) | | | (13,281) | |
Proceeds from sales and paydowns of investments | 10,718 | | | 10,896 | |
Amortization of deferred financing costs | — | | | 47 | |
Change in operating assets and liabilities: | | | |
(Increase) decrease in interest receivable | 131 | | | (19) | |
(Increase) decrease in prepaid expenses | 46 | | | 102 | |
Increase (decrease) in accrued expenses and other liabilities payable to affiliate | 166 | | | (38) | |
Increase (decrease) in deferred tax liability | 536 | | | — | |
Increase (decrease) in management fees payable | — | | | 45 | |
Increase (decrease) in incentive fees payable | (136) | | | 36 | |
Increase (decrease) in deferred income | (14) | | | (9) | |
Increase (decrease) in interest payable | — | | | 1 | |
Net cash provided by (used in) operating activities | 9,595 | | | (556) | |
Cash flows from financing activities | | | |
Dividends paid | (5,030) | | | (1,814) | |
Net cash provided by (used in) financing activities | (5,030) | | | (1,814) | |
Net change in cash | 4,565 | | | (2,370) | |
Cash | | | |
Cash, beginning of period | 12,028 | | | 27,711 | |
Cash, end of period | $ | 16,593 | | | $ | 25,341 | |
| | | |
Supplemental and non-cash information | | | |
Cash paid during the period for interest | $ | — | | | $ | 7 | |
Dividend payable | 2,418 | | | $ | — | |
The accompanying notes are an integral part of these consolidated financial statements.
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Investments | | | | | | | | | | | |
Non-controlled/non-affiliated senior secured debt | | | | | | | | | | | |
Aerospace and defense | | | | | | | | | | | |
Mattco Forge, Inc. (6) | First lien senior secured revolving loan | L + | 5.75% | 10.91% | 12/6/2024 | $ | 506 | | $ | (4) | | | $ | (8) | | | 0.00 | % |
Mattco Forge, Inc. | First lien senior secured term loan | L + | 5.75% | 10.91% | 12/6/2024 | 2,162 | | 2,139 | | | 2,128 | | | 1.08 | % |
| | | | | | | 2,135 | | | 2,120 | | | 1.08 | % |
Air Freight & Logistics | | | | | | | | | | | |
Load One Purchaser Corporation (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 6/21/2028 | 150 | | $ | (2) | | | $ | (2) | | | 0.00 | % |
Load One Purchaser Corporation | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 6/21/2028 | 75 | | 6 | | | 6 | | | 0.00 | % |
Load One Purchaser Corporation | First lien senior secured term loan | S + | 6.00% | 11.16% | 6/21/2028 | 808 | | 794 | | | 795 | | | 0.41 | % |
| | | | | | | 798 | | | 799 | | | 0.41 | % |
Auto components | | | | | | | | | | | |
AvCarb, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 11.29% | 11/12/2026 | $ | 664 | | $ | 222 | | | $ | 222 | | | 0.11 | % |
AvCarb, LLC | First lien senior secured revolving loan | L + | 6.00% | 11.31% | 11/12/2026 | 38 | | 14 | | | 15 | | | 0.01 | % |
AvCarb, LLC | First lien senior secured term loan | S + | 6.00% | 11.29% | 11/12/2026 | 493 | | 486 | | | 487 | | | 0.25 | % |
CCG Acquisition, Inc. (6) | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 5/17/2027 | 19 | | — | | | — | | | 0.00 | % |
CCG Acquisition, Inc. | First lien senior secured term loan | S + | 6.00% | 11.16% | 5/17/2027 | 424 | | 419 | | | 420 | | | 0.21 | % |
Raneys, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 6/7/2027 | 38 | | (1) | | | (1) | | | 0.00 | % |
Raneys, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 6/7/2027 | 452 | | 442 | | | 443 | | | 0.22 | % |
Vehicle Accessories, Inc. | First lien senior secured revolving loan | P + | 4.50% | 12.50% | 11/30/2026 | 38 | | 26 | | | 26 | | | 0.01 | % |
Vehicle Accessories, Inc. | First lien senior secured term loan | S + | 5.50% | 10.66% | 11/30/2026 | 1,662 | | 1,651 | | | 1,655 | | | 0.86 | % |
| | | | | | | 3,259 | | | 3,267 | | | 1.67 | % |
Chemicals | | | | | | | | | | | |
AM Buyer, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.52% | 5/1/2025 | $ | 111 | | $ | 47 | | | $ | 47 | | | 0.02 | % |
AM Buyer, LLC | First lien senior secured term loan | S + | 6.75% | 11.91% | 5/1/2025 | 472 | | 467 | | | 469 | | | 0.24 | % |
Answer Acquisition, LLC (6) | First lien senior secured revolving loan | L + | 5.75% | 10.91% | 12/30/2026 | 38 | | (1) | | | (1) | | | 0.00 | % |
Answer Acquisition, LLC | First lien senior secured term loan | L + | 5.75% | 10.91% | 12/30/2026 | 1,695 | | 1,668 | | | 1,670 | | | 0.85 | % |
Custom Agronomics Holdings, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.49% | 8/26/2027 | 45 | | 22 | | | 22 | | | 0.01 | % |
Custom Agronomics Holdings, LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 8/26/2027 | 235 | | 231 | | | 231 | | | 0.12 | % |
SASE Company, LLC | First lien senior secured revolving loan | P + | 5.00% | 13.00% | 11/15/2026 | 38 | | 7 | | | 7 | | | 0.00 | % |
SASE Company, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 11/15/2026 | 1,611 | | 1,587 | | | 1,590 | | | 0.80 | % |
Teel Plastics, LLC (6) | First lien senior secured revolving loan | S + | 5.00% | 9.92% | 1/24/2025 | 324 | | (3) | | | (1) | | | 0.00 | % |
Teel Plastics, LLC | First lien senior secured term loan | S + | 5.00% | 9.92% | 1/24/2025 | 1,783 | | 1,766 | | | 1,776 | | | 0.90 | % |
USALCO, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.84% | 10/19/2026 | 100 | | 29 | | | 30 | | | 0.02 | % |
USALCO, LLC | First lien senior secured term loan | L + | 6.00% | 11.16% | 10/19/2027 | 1,879 | | 1,864 | | | 1,868 | | | 0.97 | % |
| | | | | | | 7,684 | | | 7,708 | | | 3.93 | % |
The accompanying notes are an integral part of these consolidated financial statements
6
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Commercial services and supplies | | | | | | | | | | | |
Alliance Environmental Group, LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 11.15% | 12/30/2027 | $ | 75 | | $ | 53 | | | $ | 53 | | | 0.03 | % |
Alliance Environmental Group, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.99% | 12/30/2027 | 38 | | 33 | | | 33 | | | 0.02 | % |
Alliance Environmental Group, LLC | First lien senior secured term loan | L + | 6.00% | 11.15% | 12/30/2027 | 1,447 | | 1,423 | | | 1,425 | | | 0.72 | % |
Edko Acquisition, LLC (8) | First lien senior secured revolving loan | S + | 5.75% | 10.91% | 6/25/2026 | 38 | | 3 | | | 3 | | | 0.00 | % |
Edko Acquisition, LLC | First lien senior secured term loan | S + | 5.75% | 10.91% | 6/25/2026 | 1,136 | | 1,120 | | | 1,122 | | | 0.57 | % |
Franchise Fastlane, LLC (6) | First lien senior secured revolving loan | S + | 5.50% | 10.38% | 5/2/2027 | 15 | | — | | | — | | | 0.00 | % |
Franchise Fastlane, LLC | First lien senior secured term loan | S + | 5.50% | 10.38% | 5/2/2027 | 1,167 | | 1,148 | | | 1,150 | | | 0.60 | % |
Gold Medal Holdings, Inc. (9) | First lien senior secured revolving loan | S + | 7.00% | 12.09% | 3/17/2027 | 50 | | 31 | | | 31 | | | 0.02 | % |
Gold Medal Holdings, Inc. | First lien senior secured term loan | S + | 7.00% | 12.16% | 3/17/2027 | 722 | | 713 | | | 716 | | | 0.36 | % |
Green Monster Acquisition, LLC (6) | First lien senior secured revolving loan | L + | 5.50% | 10.66% | 12/28/2026 | 38 | | (1) | | | (1) | | | 0.00 | % |
Green Monster Acquisition, LLC | First lien senior secured term loan | L + | 5.50% | 10.66% | 12/28/2026 | 1,173 | | 1,155 | | | 1,156 | | | 0.59 | % |
HLSG Intermediate, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.42% | 3/31/2028 | 95 | | 94 | | | 94 | | | 0.05 | % |
HLSG Intermediate, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.42% | 3/31/2028 | 60 | | 15 | | | 15 | | | 0.01 | % |
HLSG Intermediate, LLC | First lien senior secured term loan | S + | 6.50% | 11.42% | 3/31/2028 | 1,002 | | 991 | | | 992 | | | 0.50 | % |
Nimlok Company, LLC (6)(10) | First lien senior secured revolving loan | S + | 5.50% | 10.65% | 11/27/2024 | 320 | | (3) | | | (4) | | | 0.00 | % |
Nimlok Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.65% | 11/27/2025 | 1,915 | | 1,893 | | | 1,893 | | | 0.96 | % |
Nimlok Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.65% | 11/27/2025 | 757 | | 745 | | | 748 | | | 0.38 | % |
Steel City Wash, LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.41% | 12/27/2026 | 143 | | 140 | | | 141 | | | 0.07 | % |
Steel City Wash, LLC | First lien senior secured revolving loan | S + | 6.25% | 11.43% | 12/27/2026 | 38 | | 21 | | | 21 | | | 0.01 | % |
Steel City Wash, LLC | First lien senior secured term loan | S + | 6.25% | 11.41% | 12/27/2026 | 792 | | 780 | | | 782 | | | 0.40 | % |
| | | | | | | 10,354 | | | 10,370 | | | 5.29 | % |
Construction and engineering | | | | | | | | | | | |
BCI Burke Holding Corp. | First lien senior secured delayed draw term loan | L + | 5.50% | 10.66% | 12/14/2027 | $ | 131 | | $ | 24 | | | $ | 24 | | | 0.01 | % |
BCI Burke Holding Corp. (6) | First lien senior secured revolving loan | L + | 5.50% | 10.66% | 12/14/2027 | 79 | | (1) | | | (1) | | | 0.00 | % |
BCI Burke Holding Corp. | First lien senior secured term loan | L + | 5.50% | 10.66% | 12/14/2027 | 872 | | 861 | | | 863 | | | 0.44 | % |
CPS HVAC Group, LLC | First lien senior secured delayed draw term loan | L + | 6.75% | 11.82% | 12/15/2026 | 150 | | 32 | | | 32 | | | 0.02 | % |
CPS HVAC Group, LLC (11) | First lien senior secured revolving loan | L + | 6.75% | 11.87% | 12/15/2026 | 38 | | 17 | | | 17 | | | 0.01 | % |
CPS HVAC Group, LLC | First lien senior secured term loan | L + | 6.75% | 11.90% | 12/15/2026 | 271 | | 267 | | | 267 | | | 0.14 | % |
Domino Equipment Company, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.13% | 4/1/2026 | 79 | | (1) | | | (1) | | | 0.00 | % |
Domino Equipment Company, LLC | First lien senior secured term loan | S + | 6.25% | 11.13% | 4/1/2026 | 573 | | 564 | | | 565 | | | 0.29 | % |
Highland Acquisition, Inc. (6) | First lien senior secured revolving loan | S + | 5.25% | 10.41% | 3/9/2027 | 30 | | — | | | — | | | 0.00 | % |
Highland Acquisition, Inc. | First lien senior secured term loan | S + | 5.25% | 10.41% | 3/9/2027 | 935 | | 919 | | | 920 | | | 0.46 | % |
Rose Paving, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.55% | 11/7/2028 | 94 | | (2) | | | (2) | | | 0.00 | % |
Rose Paving, LLC | First lien senior secured term loan | S + | 5.75% | 10.55% | 11/7/2028 | 749 | | 731 | | | 733 | | | 0.37 | % |
| | | | | | | 3,411 | | | 3,417 | | | 1.74 | % |
Containers and packaging | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements
7
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Bulk Lift International, LLC (6) | First lien senior secured revolving loan | S + | 6.75% | 11.91% | 11/15/2027 | $ | 38 | | $ | (1) | | | $ | (1) | | | 0.00 | % |
Bulk Lift International, LLC | First lien senior secured term loan | S + | 6.75% | 11.91% | 11/15/2027 | 258 | | 252 | | | 252 | | | 0.13 | % |
Innovative FlexPak, LLC | First lien senior secured revolving loan | S + | 7.00% | 11.92% | 1/23/2025 | 627 | | 431 | | | 247 | | | 0.12 | % |
Innovative FlexPak, LLC | First lien senior secured term loan | S + | 7.00% | 11.92% | 1/23/2025 | 2,938 | | 2,902 | | | 2,037 | | | 1.04 | % |
MRC Keeler Acquisition, LLC | First lien senior secured delayed draw term loan | L + | 5.75% | 10.91% | 12/4/2025 | 73 | | 72 | | | 72 | | | 0.04 | % |
MRC Keeler Acquisition, LLC (6) | First lien senior secured revolving loan | L + | 5.75% | 10.91% | 12/4/2025 | 150 | | (2) | | | (1) | | | 0.00 | % |
MRC Keeler Acquisition, LLC | First lien senior secured term loan | L + | 5.75% | 10.91% | 12/4/2025 | 904 | | 894 | | | 895 | | | 0.45 | % |
Vanguard Packaging, LLC | First lien senior secured revolving loan | L + | 5.00% | 9.97% | 8/9/2024 | 535 | | 51 | | | 50 | | | 0.03 | % |
Vanguard Packaging, LLC | First lien senior secured term loan | L + | 5.00% | 9.84% | 8/9/2024 | 1,190 | | 1,185 | | | 1,183 | | | 0.60 | % |
| | | | | | | 5,784 | | | 4,734 | | | 2.41 | % |
Distributors | | | | | | | | | | | |
RTP Acquisition, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.42% | 8/17/2026 | $ | 38 | | $ | 3 | | | $ | 3 | | | 0.00 | % |
RTP Acquisition, LLC | First lien senior secured term loan | S + | 6.50% | 11.42% | 8/17/2026 | 915 | | 899 | | | 899 | | | 0.46 | % |
| | | | | | | 902 | | | 902 | | | 0.46 | % |
Diversified consumer services | | | | | | | | | | | |
50Floor, LLC | First lien senior secured revolving loan | L + | 7.25% | 12.03% | 12/31/2025 | $ | 199 | | $ | 106 | | | $ | 106 | | | 0.05 | % |
50Floor, LLC | First lien senior secured term loan | L + | 7.25% | 12.41% | 12/31/2026 | 953 | | 938 | | | 939 | | | 0.48 | % |
ACES Intermediate, LLC (6) | First lien senior secured revolving loan | S + | 5.50% | 10.38% | 7/27/2027 | 150 | | (3) | | | (2) | | | 0.00 | % |
ACES Intermediate, LLC | First lien senior secured term loan | S + | 5.50% | 10.38% | 7/27/2027 | 1,882 | | 1,849 | | | 1,852 | | | 0.96 | % |
Home Brands Group Holdings, Inc. (6) | First lien senior secured revolving loan | L + | 4.75% | 9.58% | 11/8/2026 | 48 | | (1) | | | (1) | | | 0.00 | % |
Home Brands Group Holdings, Inc. | First lien senior secured term loan | L + | 4.75% | 9.58% | 11/8/2026 | 1,858 | | 1,830 | | | 1,834 | | | 0.95 | % |
ISSA, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.41% | 3/1/2027 | 131 | | (2) | | | (2) | | | 0.00 | % |
ISSA, LLC | First lien senior secured term loan | S + | 6.25% | 11.41% | 3/1/2027 | 920 | | 905 | | | 906 | | | 0.46 | % |
Juniper Landscaping Holdings LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 11.14% | 12/29/2026 | 88 | | 69 | | | 69 | | | 0.03 | % |
Juniper Landscaping Holdings LLC (12) | First lien senior secured revolving loan | L + | 6.00% | 11.21% | 12/29/2026 | 44 | | 7 | | | 7 | | | 0.00 | % |
Juniper Landscaping Holdings LLC | First lien senior secured term loan | L + | 6.00% | 11.15% | 12/29/2026 | 1,310 | | 1,293 | | | 1,295 | | | 0.66 | % |
Kalkomey Enterprises, LLC | First lien senior secured revolving loan | L + | 6.75% | 11.66% | 4/24/2025 | 77 | | 38 | | | 38 | | | 0.02 | % |
Kalkomey Enterprises, LLC | First lien senior secured term loan | L + | 6.75% | 11.91% | 4/24/2026 | 1,047 | | 1,031 | | | 1,036 | | | 0.52 | % |
PPW Acquisition, LLC | First lien senior secured revolving loan | L + | 6.25% | 11.91% | 9/30/2026 | 38 | | 9 | | | 8 | | | 0.00 | % |
PPW Acquisition, LLC | First lien senior secured term loan | S + | 6.75% | 11.84% | 9/30/2026 | 603 | | 593 | | | 588 | | | 0.30 | % |
United Land Services Opco Parent, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.94% | 3/23/2026 | 1,068 | | 983 | | | 984 | | | 0.50 | % |
United Land Services Opco Parent, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.92% | 3/23/2026 | 188 | | (4) | | | (3) | | | 0.00 | % |
United Land Services Opco Parent, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.92% | 3/23/2026 | 150 | | 38 | | | 38 | | | 0.02 | % |
United Land Services Opco Parent, LLC | First lien senior secured term loan | S + | 6.00% | 10.92% | 3/23/2026 | 302 | | 297 | | | 298 | | | 0.15 | % |
Yard-Nique, Inc (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 11.05% | 4/30/2026 | 150 | | (2) | | | (1) | | | 0.00 | % |
The accompanying notes are an integral part of these consolidated financial statements
8
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Yard-Nique, Inc (6) | First lien senior secured revolving loan | S + | 6.00% | 11.05% | 4/30/2026 | 19 | | — | | | — | | | 0.00 | % |
Yard-Nique, Inc | First lien senior secured term loan | S + | 6.00% | 11.05% | 4/30/2026 | 404 | | 399 | | | 400 | | | 0.20 | % |
| | | | | | | 10,373 | | | 10,389 | | | 5.30 | % |
Electrical equipment | | | | | | | | | | | |
AEP Passion Intermediate Holdings, Inc. | First lien senior secured delayed draw term loan | S + | 6.50% | 11.54% | 10/5/2027 | $ | 71 | | $ | 70 | | | $ | 70 | | | 0.04 | % |
AEP Passion Intermediate Holdings, Inc. | First lien senior secured revolving loan | S + | 6.50% | 11.41% | 10/5/2027 | 48 | | 10 | | | 10 | | | 0.01 | % |
AEP Passion Intermediate Holdings, Inc. | First lien senior secured term loan | S + | 6.50% | 11.54% | 10/5/2027 | 1,278 | | 1,260 | | | 1,246 | | | 0.63 | % |
| | | | | | | 1,340 | | | 1,326 | | | 0.68 | % |
Electronic equipment, instruments and components | | | | | | | | | | | |
Advanced Lighting Acquisition, LLC (6) | First lien senior secured revolving loan | S + | 5.00% | 9.92% | 11/22/2025 | $ | 324 | | $ | (3) | | | $ | (1) | | | 0.00 | % |
Advanced Lighting Acquisition, LLC | First lien senior secured term loan | S + | 5.00% | 9.92% | 11/22/2025 | 1,099 | | 1,087 | | | 1,097 | | | 0.57 | % |
ITSavvy LLC | First lien senior secured delayed draw term loan | S + | 5.25% | 10.32% | 8/8/2028 | 68 | | 61 | | | 61 | | | 0.03 | % |
ITSavvy LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 10.29% | 8/8/2028 | 38 | | — | | | — | | | 0.00 | % |
ITSavvy LLC | First lien senior secured term loan | S + | 5.25% | 10.29% | 8/8/2028 | 674 | | 669 | | | 670 | | | 0.34 | % |
Nelson Name Plate Company | First lien senior secured delayed draw term loan | L + | 5.50% | 10.66% | 10/18/2026 | 119 | | 102 | | | 102 | | | 0.05 | % |
Nelson Name Plate Company | First lien senior secured revolving loan | L + | 5.50% | 10.45% | 10/18/2026 | 90 | | 34 | | | 34 | | | 0.02 | % |
Nelson Name Plate Company | First lien senior secured term loan | L + | 5.50% | 10.66% | 10/18/2026 | 766 | | 755 | | | 756 | | | 0.38 | % |
| | | | | | | 2,705 | | | 2,719 | | | 1.39 | % |
Food and staples retailing | | | | | | | | | | | |
Engelman Baking Co., LLC | First lien senior secured revolving loan | L + | 5.50% | 10.34% | 2/28/2025 | $ | 207 | | $ | 29 | | | $ | 29 | | | 0.01 | % |
Engelman Baking Co., LLC | First lien senior secured term loan | L + | 5.50% | 10.34% | 2/28/2025 | 711 | | 700 | | | 702 | | | 0.36 | % |
Mad Rose Company, LLC (13) | First lien senior secured revolving loan | S + | 6.25% | 11.17% | 5/7/2026 | 119 | | 65 | | | 65 | | | 0.03 | % |
Mad Rose Company, LLC | First lien senior secured term loan | S + | 6.25% | 11.17% | 5/7/2026 | 928 | | 915 | | | 918 | | | 0.46 | % |
Main Street Gourmet, LLC | First lien senior secured delayed draw term loan | S + | 5.25% | 10.41% | 11/10/2025 | 666 | | 35 | | | 36 | | | 0.02 | % |
Main Street Gourmet, LLC | First lien senior secured revolving loan | S + | 5.25% | 10.41% | 11/10/2025 | 38 | | 18 | | | 18 | | | 0.01 | % |
Main Street Gourmet, LLC | First lien senior secured term loan | S + | 5.25% | 10.41% | 11/10/2025 | 1,118 | | 1,107 | | | 1,108 | | | 0.58 | % |
NutriScience Innovations, LLC (6)(14) | First lien senior secured revolving loan | L + | 7.00% | 12.16% | 4/21/2026 | 131 | | (2) | | | (1) | | | 0.00 | % |
NutriScience Innovations, LLC | First lien senior secured term loan | L + | 7.00% | 12.16% | 4/21/2026 | 434 | | 428 | | | 429 | | | 0.22 | % |
Qin's Buffalo, LLC (6) | First lien senior secured delayed draw term loan | S + | 5.75% | 10.91% | 5/5/2027 | 75 | | (1) | | | (1) | | | 0.00 | % |
Qin's Buffalo, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.91% | 5/5/2027 | 38 | | (1) | | | (1) | | | 0.00 | % |
Qin's Buffalo, LLC | First lien senior secured term loan | S + | 5.75% | 10.91% | 5/5/2027 | 535 | | 526 | | | 527 | | | 0.27 | % |
SCP Beverage Buyer, LLC | First lien senior secured revolving loan | S + | 5.25% | 10.19% | 11/24/2026 | 38 | | 14 | | | 14 | | | 0.01 | % |
SCP Beverage Buyer, LLC | First lien senior secured term loan | S + | 5.25% | 10.19% | 11/24/2026 | 411 | | 404 | | | 405 | | | 0.20 | % |
Universal Pure, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 10/31/2028 | 9 | | — | | | — | | | 0.00 | % |
Universal Pure, LLC (15) | First lien senior secured revolving loan | S + | 6.00% | 11.08% | 10/31/2028 | 150 | | 15 | | | 15 | | | 0.01 | % |
Universal Pure, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 10/31/2028 | 758 | | 738 | | | 739 | | | 0.37 | % |
The accompanying notes are an integral part of these consolidated financial statements
9
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
| | | | | | | 4,990 | | | 5,002 | | | 2.55 | % |
Food products | | | | | | | | | | | |
Icelandirect, LLC | First lien senior secured revolving loan | L + | 6.00% | 11.09% | 7/30/2026 | $ | 38 | | $ | 36 | | | $ | 36 | | | 0.02 | % |
Icelandirect, LLC | First lien senior secured term loan | L + | 6.00% | 10.95% | 7/30/2026 | 683 | | 673 | | | 674 | | | 0.34 | % |
Starwest Botanicals Acquisition, LLC | First lien senior secured revolving loan | L + | 5.25% | 10.09% | 4/30/2027 | 174 | | 172 | | | 166 | | | 0.08 | % |
Starwest Botanicals Acquisition, LLC | First lien senior secured term loan | L + | 5.25% | 10.09% | 4/30/2027 | 805 | | 795 | | | 768 | | | 0.39 | % |
Sun Orchard, LLC | First lien senior secured revolving loan | S + | 5.25% | 10.17% | 7/8/2027 | 113 | | 13 | | | 13 | | | 0.01 | % |
Sun Orchard, LLC | First lien senior secured term loan | S + | 5.25% | 10.17% | 7/8/2027 | 2,069 | | 2,033 | | | 2,036 | | | 1.04 | % |
| | | | | | | 3,722 | | | 3,693 | | | 1.88 | % |
Gas utilities | | | | | | | | | | | |
Hydromax USA, LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.66% | 12/30/2026 | $ | 112 | | $ | 110 | | | $ | 106 | | | 0.05 | % |
Hydromax USA, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.66% | 12/30/2026 | 228 | | 156 | | | 149 | | | 0.08 | % |
Hydromax USA, LLC | First lien senior secured term loan | S + | 6.75% | 11.66% | 12/30/2026 | 1,232 | | 1,214 | | | 1,175 | | | 0.60 | % |
| | | | | | | 1,480 | | | 1,430 | | | 0.73 | % |
Health care equipment and supplies | | | | | | | | | | | |
626 Holdings Equity, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 11.15% | 2/14/2028 | $ | 314 | | $ | 147 | | | $ | 147 | | | 0.07 | % |
626 Holdings Equity, LLC | First lien senior secured revolving loan | S + | 6.00% | 11.18% | 2/14/2027 | 75 | | 51 | | | 51 | | | 0.03 | % |
626 Holdings Equity, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 2/14/2028 | 882 | | 866 | | | 868 | | | 0.45 | % |
EMSAR Acquisition LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.66% | 3/30/2026 | 215 | | 212 | | | 212 | | | 0.11 | % |
EMSAR Acquisition LLC | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 3/30/2026 | 134 | | 118 | | | 118 | | | 0.06 | % |
EMSAR Acquisition LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 3/30/2026 | 637 | | 627 | | | 628 | | | 0.32 | % |
Medical Technology Associates, Inc. (6) | First lien senior secured revolving loan | S + | 6.25% | 11.41% | 7/25/2028 | 38 | | (1) | | | (1) | | | 0.00 | % |
Medical Technology Associates, Inc. | First lien senior secured term loan | S + | 6.25% | 11.41% | 7/25/2028 | 399 | | 391 | | | 391 | | | 0.20 | % |
Reliable Medical Supply LLC | First lien senior secured delayed draw term loan | S + | 7.00% | 12.15% | 4/8/2025 | 67 | | 66 | | | 66 | | | 0.03 | % |
Reliable Medical Supply LLC | First lien senior secured revolving loan | S + | 7.00% | 12.15% | 4/8/2025 | 138 | | 40 | | | 40 | | | 0.02 | % |
Reliable Medical Supply LLC | First lien senior secured term loan | S + | 7.00% | 12.15% | 4/8/2025 | 749 | | 736 | | | 741 | | | 0.37 | % |
SCA Buyer, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.38% | 1/20/2026 | 395 | | 273 | | | 271 | | | 0.14 | % |
SCA Buyer, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.38% | 1/20/2026 | 133 | | 77 | | | 76 | | | 0.04 | % |
SCA Buyer, LLC | First lien senior secured term loan | S + | 6.50% | 11.38% | 1/20/2026 | 755 | | 739 | | | 737 | | | 0.37 | % |
Spectrum Solutions, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.92% | 3/5/2026 | 267 | | (5) | | | (29) | | | (0.01) | % |
Spectrum Solutions, LLC | First lien senior secured term loan | S + | 6.00% | 10.92% | 3/5/2026 | 477 | | 468 | | | 426 | | | 0.22 | % |
| | | | | | | 4,805 | | | 4,742 | | | 2.42 | % |
Health care providers and services | | | | | | | | | | | |
Agility Intermediate, Inc. | First lien senior secured delayed draw term loan | S + | 6.75% | 11.70% | 4/15/2026 | $ | 400 | | $ | 104 | | | $ | 97 | | | 0.05 | % |
Agility Intermediate, Inc. | First lien senior secured revolving loan | S + | 6.75% | 11.84% | 4/15/2026 | 134 | | 78 | | | 76 | | | 0.04 | % |
Agility Intermediate, Inc. | First lien senior secured term loan | S + | 6.75% | 11.91% | 4/15/2026 | 241 | | 238 | | | 233 | | | 0.12 | % |
Apex Dental Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.42% | 11/23/2025 | 112 | | 15 | | | 15 | | | 0.01 | % |
The accompanying notes are an integral part of these consolidated financial statements
10
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Apex Dental Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.38% | 11/23/2025 | 444 | | 438 | | | 439 | | | 0.22 | % |
Apex Dental Partners, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.42% | 11/23/2025 | 150 | | 92 | | | 93 | | | 0.05 | % |
Apex Dental Partners, LLC | First lien senior secured term loan | S + | 6.50% | 11.38% | 11/23/2025 | 620 | | 611 | | | 614 | | | 0.31 | % |
ASC Ortho Management, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 12/31/2026 | 359 | | 321 | | | 321 | | | 0.16 | % |
ASC Ortho Management, LLC | First lien senior secured revolving loan | L + | 6.00% | 11.16% | 12/31/2026 | 38 | | 12 | | | 12 | | | 0.01 | % |
ASC Ortho Management, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 12/31/2026 | 517 | | 509 | | | 510 | | | 0.26 | % |
ASP Global Acquisition, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.66% | 1/21/2025 | 561 | | 554 | | | 551 | | | 0.28 | % |
ASP Global Acquisition, LLC | First lien senior secured revolving loan | P + | 5.50% | 13.50% | 1/21/2025 | 647 | | 88 | | | 86 | | | 0.04 | % |
ASP Global Acquisition, LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 1/21/2025 | 2,300 | | 2,269 | | | 2,260 | | | 1.16 | % |
Beacon Oral Specialists Management LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.66% | 12/14/2025 | 686 | | 677 | | | 679 | | | 0.34 | % |
Beacon Oral Specialists Management LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.79% | 12/14/2025 | 149 | | 147 | | | 148 | | | 0.07 | % |
Beacon Oral Specialists Management LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 12/14/2025 | 188 | | (2) | | | (2) | | | 0.00 | % |
Beacon Oral Specialists Management LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 12/14/2025 | 936 | | 923 | | | 926 | | | 0.47 | % |
Behavior Frontiers, LLC (6)(16) | First lien senior secured revolving loan | S + | 7.50% | 12.66% | 5/21/2026 | 38 | | (1) | | | (3) | | | 0.00 | % |
Behavior Frontiers, LLC | First lien senior secured term loan | S + | 7.50% | 12.66% | 5/21/2026 | 657 | | 646 | | | 605 | | | 0.31 | % |
Benefit Plan Administrators of Eau Claire, LLC (6) | First lien senior secured delayed draw term loan | S + | 5.50% | 10.79% | 6/7/2026 | 188 | | (2) | | | (2) | | | 0.00 | % |
Benefit Plan Administrators of Eau Claire, LLC (6) | First lien senior secured revolving loan | S + | 5.50% | 10.79% | 6/7/2026 | 38 | | — | | | — | | | 0.00 | % |
Benefit Plan Administrators of Eau Claire, LLC | First lien senior secured term loan | S + | 5.50% | 10.79% | 6/7/2026 | 822 | | 811 | | | 812 | | | 0.41 | % |
Brightview, LLC | First lien senior secured delayed draw term loan | L + | 5.75% | 10.59% | 12/14/2026 | 107 | | 47 | | | 47 | | | 0.02 | % |
Brightview, LLC | First lien senior secured revolving loan | L + | 5.75% | 10.59% | 12/14/2026 | 52 | | 15 | | | 15 | | | 0.01 | % |
Brightview, LLC | First lien senior secured term loan | L + | 5.75% | 10.59% | 12/14/2026 | 691 | | 680 | | | 685 | | | 0.35 | % |
Canadian Orthodontic Partners Corp. (6)(7) | First lien senior secured delayed draw term loan | C + | 7.00% | 12.03% | 3/19/2026 | C$ | 28 | | — | | | (1) | | | 0.00 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured delayed draw term loan | C + | 7.00% | 12.03% | 3/19/2026 | C$ | 278 | | 217 | | | 199 | | | 0.10 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured revolving loan | S + | 7.00% | 12.16% | 3/19/2026 | 109 | | 108 | | | 106 | | | 0.05 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured revolving loan | C + | 7.00% | 12.03% | 3/19/2026 | C$ | 273 | | 209 | | | 194 | | | 0.10 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured term loan | C + | 7.00% | 12.03% | 3/19/2026 | C$ | 229 | | 180 | | | 164 | | | 0.08 | % |
Change Academy at Lake of the Ozarks, LLC | First lien senior secured revolving loan | S + | 5.25% | 10.30% | 8/2/2027 | 113 | | 17 | | | 17 | | | 0.01 | % |
Change Academy at Lake of the Ozarks, LLC | First lien senior secured term loan | S + | 5.25% | 10.30% | 8/2/2027 | 1,773 | | 1,742 | | | 1,745 | | | 0.88 | % |
Community Care Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.92% | 6/10/2026 | 223 | | 163 | | | 165 | | | 0.08 | % |
Community Care Partners, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.92% | 6/10/2026 | 19 | | — | | | — | | | 0.00 | % |
Community Care Partners, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.92% | 6/10/2026 | 75 | | 37 | | | 37 | | | 0.02 | % |
Community Care Partners, LLC | First lien senior secured term loan | S + | 6.00% | 10.92% | 6/10/2026 | 951 | | 941 | | | 944 | | | 0.48 | % |
Dermatology Medical Partners OpCo, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.63% | 10/29/2026 | 97 | | 48 | | | 48 | | | 0.02 | % |
Dermatology Medical Partners OpCo, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.58% | 10/29/2026 | 38 | | 22 | | | 22 | | | 0.01 | % |
Dermatology Medical Partners OpCo, LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 10/29/2026 | 320 | | 313 | | | 314 | | | 0.16 | % |
EH Management Company, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.66% | 7/15/2026 | 38 | | 22 | | | 22 | | | 0.01 | % |
EH Management Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.66% | 7/15/2026 | 968 | | 954 | | | 955 | | | 0.48 | % |
The accompanying notes are an integral part of these consolidated financial statements
11
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Endodontic Practice Partners, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 11.16% | 11/2/2027 | 374 | | 288 | | | 288 | | | 0.15 | % |
Endodontic Practice Partners, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.89% | 11/2/2027 | 38 | | (1) | | | (1) | | | 0.00 | % |
Endodontic Practice Partners, LLC | First lien senior secured term loan | S + | 5.75% | 10.89% | 11/2/2027 | 660 | | 648 | | | 649 | | | 0.33 | % |
Geriatric Medical and Surgical Supply, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 12/21/2025 | 300 | | (4) | | | (4) | | | 0.00 | % |
Geriatric Medical and Surgical Supply, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 12/21/2025 | 941 | | 928 | | | 929 | | | 0.47 | % |
Golden Bear PT Partners, LLC | First lien senior secured delayed draw term loan | S + | 7.75% | 12.91% | 10/22/2026 | 174 | | 170 | | | 168 | | | 0.09 | % |
Golden Bear PT Partners, LLC | First lien senior secured revolving loan | S + | 7.75% | 12.83% | 10/22/2026 | 38 | | 11 | | | 10 | | | 0.01 | % |
Golden Bear PT Partners, LLC | First lien senior secured term loan | S + | 7.75% | 12.91% | 10/22/2026 | 1,495 | | 1,457 | | | 1,443 | | | 0.74 | % |
Golden Bear PT Partners, LLC | First lien senior secured term loan | S + | 12.00% | 17.16% | 10/22/2026 | 49 | | 48 | | | 48 | | | 0.02 | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.42% | 8/20/2026 | 318 | | 313 | | | 315 | | | 0.16 | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.42% | 8/20/2026 | 179 | | 177 | | | 177 | | | 0.09 | % |
Guardian Dentistry Practice Management, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 11.42% | 8/20/2026 | 23 | | — | | | — | | | 0.00 | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured term loan | S + | 6.50% | 11.42% | 8/20/2026 | 519 | | 510 | | | 514 | | | 0.26 | % |
IPC Pain Acquistion, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.92% | 5/19/2024 | 278 | | (2) | | | (2) | | | 0.00 | % |
IPC Pain Acquistion, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.92% | 5/19/2027 | 25 | | — | | | — | | | 0.00 | % |
IPC Pain Acquistion, LLC | First lien senior secured term loan | S + | 6.00% | 10.92% | 5/19/2027 | 177 | | 174 | | | 175 | | | 0.09 | % |
Network Partners Acquisition, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.99% | 12/30/2026 | 113 | | (2) | | | (2) | | | 0.00 | % |
Network Partners Acquisition, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.99% | 12/30/2026 | 38 | | (1) | | | (1) | | | 0.00 | % |
Network Partners Acquisition, LLC | First lien senior secured term loan | S + | 6.00% | 10.99% | 12/30/2026 | 391 | | 385 | | | 385 | | | 0.19 | % |
NH Kronos Buyer, Inc. (6) | First lien senior secured revolving loan | S + | 6.25% | 11.30% | 11/1/2028 | 263 | | (7) | | | (6) | | | 0.00 | % |
NH Kronos Buyer, Inc. | First lien senior secured term loan | S + | 6.25% | 11.30% | 11/1/2028 | 1,835 | | 1,783 | | | 1,789 | | | 0.92 | % |
Peak Dental Services, LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.72% | 12/31/2025 | 96 | | 57 | | | 57 | | | 0.03 | % |
Peak Dental Services, LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.85% | 12/31/2025 | 523 | | 516 | | | 516 | | | 0.26 | % |
Peak Dental Services, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.86% | 12/31/2025 | 133 | | 131 | | | 131 | | | 0.07 | % |
Peak Dental Services, LLC | First lien senior secured term loan | S + | 6.75% | 11.89% | 12/31/2025 | 584 | | 575 | | | 577 | | | 0.29 | % |
Peak Investment Holdings, LLC | First lien senior secured delayed draw term loan | L + | 7.00% | 12.16% | 12/6/2024 | 603 | | 14 | | | 9 | | | 0.00 | % |
Peak Investment Holdings, LLC (6) | First lien senior secured revolving loan | L + | 7.00% | 12.16% | 12/6/2024 | 324 | | (2) | | | (5) | | | 0.00 | % |
Peak Investment Holdings, LLC | First lien senior secured term loan | L + | 7.00% | 12.16% | 12/6/2024 | 1,284 | | 1,273 | | | 1,264 | | | 0.65 | % |
Pentec Acquisition Corp. (6) | First lien senior secured revolving loan | S + | 6.00% | 11.09% | 10/8/2026 | 75 | | (1) | | | (1) | | | 0.00 | % |
Pentec Acquisition Corp. | First lien senior secured term loan | S + | 6.00% | 11.09% | 10/8/2026 | 993 | | 978 | | | 985 | | | 0.51 | % |
Propio LS, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.55% | 8/2/2027 | 75 | | 20 | | | 20 | | | 0.01 | % |
Propio LS, LLC | First lien senior secured term loan | S + | 5.50% | 10.38% | 8/2/2027 | 1,190 | | 1,169 | | | 1,171 | | | 0.60 | % |
Purpose Home Health Acquisition, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.25% | 11.19% | 11/3/2027 | 150 | | (3) | | | (3) | | | 0.00 | % |
Purpose Home Health Acquisition, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.19% | 11/3/2027 | 38 | | (1) | | | (1) | | | 0.00 | % |
Purpose Home Health Acquisition, LLC | First lien senior secured term loan | S + | 6.25% | 11.19% | 11/3/2027 | 352 | | 345 | | | 345 | | | 0.17 | % |
Revival Animal Health, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 4/6/2026 | 131 | | 43 | | | 43 | | | 0.02 | % |
Revival Animal Health, LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 4/6/2026 | 1,019 | | 1,005 | | | 1,007 | | | 0.52 | % |
The accompanying notes are an integral part of these consolidated financial statements
12
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
RQM Buyer, Inc. | First lien senior secured delayed draw term loan | S + | 5.75% | 10.97% | 8/12/2026 | 84 | | 83 | | | 83 | | | 0.04 | % |
RQM Buyer, Inc. | First lien senior secured revolving loan | S + | 5.75% | 10.67% | 8/12/2026 | 206 | | 16 | | | 17 | | | 0.01 | % |
RQM Buyer, Inc. | First lien senior secured term loan | S + | 5.75% | 10.97% | 8/12/2026 | 1,689 | | 1,665 | | | 1,679 | | | 0.86 | % |
Sage Dental Management, LLC (6) | First lien senior secured revolving loan | P + | 4.75% | 12.50% | 4/1/2024 | 75 | | — | | | — | | | 0.00 | % |
Sage Dental Management, LLC | First lien senior secured term loan | S + | 5.75% | 11.04% | 4/1/2024 | 944 | | 939 | | | 940 | | | 0.49 | % |
SAMGI Buyer, Inc. (6) | First lien senior secured revolving loan | S + | 5.50% | 10.62% | 4/14/2025 | 138 | | (2) | | | (1) | | | 0.00 | % |
SAMGI Buyer, Inc. | First lien senior secured term loan | S + | 5.50% | 10.62% | 4/14/2025 | 718 | | 709 | | | 711 | | | 0.36 | % |
SCP ENT and Allergy Services, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 11.00% | 9/25/2025 | 158 | | 11 | | | 13 | | | 0.01 | % |
SCP ENT and Allergy Services, LLC | First lien senior secured revolving loan | S + | 5.75% | 10.82% | 9/25/2025 | 256 | | 47 | | | 48 | | | 0.02 | % |
SCP ENT and Allergy Services, LLC | First lien senior secured term loan | S + | 5.75% | 10.91% | 9/25/2025 | 2,775 | | 2,726 | | | 2,739 | | | 1.41 | % |
Signature Dental Partners LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.17% | 10/29/2026 | 179 | | 148 | | | 149 | | | 0.08 | % |
Signature Dental Partners LLC | First lien senior secured revolving loan | P + | 5.25% | 13.25% | 10/29/2026 | 38 | | 12 | | | 12 | | | 0.01 | % |
Signature Dental Partners LLC | First lien senior secured term loan | S + | 6.25% | 11.17% | 10/29/2026 | 859 | | 842 | | | 844 | | | 0.43 | % |
Silver Falls MSO, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.91% | 8/30/2024 | 235 | | 136 | | | 125 | | | 0.06 | % |
Silver Falls MSO, LLC | First lien senior secured term loan | S + | 6.75% | 11.91% | 8/30/2025 | 1,289 | | 1,267 | | | 1,209 | | | 0.62 | % |
SimiTree Acquisition LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.67% | 5/17/2026 | 13 | | 4 | | | 4 | | | 0.00 | % |
SimiTree Acquisition LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.69% | 5/17/2026 | 876 | | 862 | | | 867 | | | 0.44 | % |
SimiTree Acquisition LLC (6) | First lien senior secured revolving loan | S + | 6.75% | 11.69% | 5/17/2026 | 178 | | (3) | | | (2) | | | 0.00 | % |
SimiTree Acquisition LLC | First lien senior secured term loan | S + | 6.75% | 11.69% | 5/17/2026 | 1,224 | | 1,207 | | | 1,212 | | | 0.62 | % |
SIMKO Merger Sub, LLC | First lien senior secured delayed draw term loan | S + | 7.00% | 12.16% | 4/7/2027 | 187 | | 63 | | | 63 | | | 0.03 | % |
SIMKO Merger Sub, LLC | First lien senior secured revolving loan | S + | 7.00% | 11.94% | 4/7/2027 | 56 | | 5 | | | 5 | | | 0.00 | % |
SIMKO Merger Sub, LLC | First lien senior secured term loan | S + | 7.00% | 12.16% | 4/7/2027 | 653 | | 640 | | | 641 | | | 0.32 | % |
Southeast Primary Care Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.41% | 12/30/2025 | 297 | | 292 | | | 292 | | | 0.15 | % |
Southeast Primary Care Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.38% | 12/30/2025 | 224 | | 198 | | | 198 | | | 0.10 | % |
Southeast Primary Care Partners, LLC | First lien senior secured revolving loan | S + | 6.25% | 11.41% | 12/30/2025 | 225 | | 119 | | | 119 | | | 0.06 | % |
Southeast Primary Care Partners, LLC | First lien senior secured term loan | S + | 6.25% | 11.41% | 12/30/2025 | 860 | | 845 | | | 847 | | | 0.43 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 1/27/2026 | 78 | | 78 | | | 78 | | | 0.04 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 5/25/2024 | 112 | | 58 | | | 58 | | | 0.03 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 1/27/2026 | 171 | | 97 | | | 99 | | | 0.05 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 1/27/2026 | 1,351 | | 1,331 | | | 1,343 | | | 0.69 | % |
Southern Sports Medicine Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 2/23/2027 | 171 | | 29 | | | 24 | | | 0.01 | % |
Southern Sports Medicine Partners, LLC | First lien senior secured revolving loan | S + | 6.00% | 11.04% | 2/23/2027 | 60 | | 24 | | | 23 | | | 0.01 | % |
Southern Sports Medicine Partners, LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 2/23/2027 | 636 | | 629 | | | 611 | | | 0.31 | % |
Varsity DuvaSawko Operating Corp. (6) | First lien senior secured revolving loan | L + | 6.25% | 11.41% | 11/27/2024 | 474 | | (3) | | | (3) | | | 0.00 | % |
Varsity DuvaSawko Operating Corp. | First lien senior secured term loan | L + | 6.25% | 11.41% | 11/27/2024 | 2,547 | | 2,529 | | | 2,533 | | | 1.30 | % |
Vital Care Buyer, LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 10.17% | 10/19/2025 | 580 | | (5) | | | (5) | | | 0.00 | % |
Vital Care Buyer, LLC | First lien senior secured term loan | S + | 5.25% | 10.17% | 10/19/2025 | 905 | | 896 | | | 897 | | | 0.45 | % |
The accompanying notes are an integral part of these consolidated financial statements
13
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Western Veterinary Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.41% | 10/29/2026 | 506 | | 498 | | | 500 | | | 0.25 | % |
Western Veterinary Partners, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.41% | 10/29/2026 | 24 | | — | | | — | | | 0.00 | % |
Western Veterinary Partners, LLC | First lien senior secured term loan | S + | 6.25% | 11.41% | 10/29/2026 | 1,312 | | 1,289 | | | 1,296 | | | 0.67 | % |
| | | | | | | 47,518 | | | 47,405 | | | 24.18 | % |
Health care technology | | | | | | | | | | | |
AHR Intermediate, Inc (6) | First lien senior secured delayed draw term loan | S + | 5.25% | 10.40% | 7/29/2027 | $ | 117 | | $ | (1) | | | $ | (1) | | | 0.00 | % |
AHR Intermediate, Inc | First lien senior secured revolving loan | S + | 5.25% | 10.40% | 7/29/2027 | 150 | | 12 | | | 14 | | | 0.01 | % |
AHR Intermediate, Inc | First lien senior secured term loan | S + | 5.25% | 10.40% | 7/29/2027 | 1,454 | | 1,439 | | | 1,441 | | | 0.74 | % |
Millennia Patient Services, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.42% | 3/8/2026 | 134 | | 25 | | | 25 | | | 0.01 | % |
Millennia Patient Services, LLC | First lien senior secured term loan | S + | 6.50% | 11.42% | 3/8/2026 | 988 | | 975 | | | 976 | | | 0.49 | % |
| | | | | | | 2,450 | | | 2,455 | | | 1.25 | % |
Household durables | | | | | | | | | | | |
Storm Smart Buyer LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 4/5/2026 | $ | 131 | | $ | (2) | | | $ | (2) | | | 0.00 | % |
Storm Smart Buyer LLC | First lien senior secured term loan | S + | 6.00% | 11.16% | 4/5/2026 | 906 | | 893 | | | 895 | | | 0.45 | % |
Trademark Global, LLC | First lien senior secured revolving loan | L + | 7.50% | 12.34% | 7/30/2024 | 115 | | 105 | | | 99 | | | 0.05 | % |
Trademark Global, LLC | First lien senior secured term loan | L + | 7.50% | 12.34% | 7/30/2024 | 1,851 | | 1,832 | | | 1,750 | | | 0.90 | % |
| | | | | | | 2,828 | | | 2,742 | | | 1.40 | % |
Industrial Conglomerates | | | | | | | | | | | |
Hultec Buyer, LLC | First lien senior secured revolving loan | S + | 6.25% | 11.16% | 3/31/2029 | $ | 140 | | $ | 15 | | | $ | 15 | | | 0.01 | % |
Hultec Buyer, LLC | First lien senior secured term loan | S + | 6.25% | 11.23% | 3/31/2029 | 855 | | 829 | | | 829 | | | 0.42 | % |
| | | | | | | $ | 844 | | | 844 | | | 0.43 | % |
Internet and direct marketing retail | | | | | | | | | | | |
Aquatic Sales Solutions, LLC | First lien senior secured revolving loan | L + | 6.50% | 11.47% | 12/18/2025 | $ | 188 | | $ | 180 | | | $ | 178 | | | 0.09 | % |
Aquatic Sales Solutions, LLC | First lien senior secured term loan | L + | 6.50% | 11.40% | 12/18/2025 | 2,509 | | 2,472 | | | 2,447 | | | 1.25 | % |
DealerOn Inc. (6) | First lien senior secured revolving loan | S + | 5.50% | 10.42% | 11/19/2024 | 314 | | (2) | | | (2) | | | 0.00 | % |
DealerOn Inc. | First lien senior secured term loan | S + | 5.50% | 10.42% | 11/19/2024 | 1,600 | | 1,586 | | | 1,592 | | | 0.81 | % |
| | | | | | | 4,236 | | | 4,215 | | | 2.15 | % |
IT services | | | | | | | | | | | |
ARC Healthcare Technologies, LLC | First lien senior secured delayed draw term loan | S + | 5.25% | 10.54% | 6/22/2025 | $ | 187 | | $ | 17 | | | $ | 17 | | | 0.01 | % |
ARC Healthcare Technologies, LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 10.54% | 6/22/2025 | 75 | | (1) | | | (1) | | | 0.00 | % |
ARC Healthcare Technologies, LLC | First lien senior secured term loan | S + | 5.25% | 10.54% | 6/22/2025 | 1,407 | | 1,393 | | | 1,395 | | | 0.71 | % |
E-Phoenix Acquisition Co. Inc. | First lien senior secured revolving loan | L + | 5.75% | 10.67% | 6/23/2027 | 75 | | 14 | | | 14 | | | 0.01 | % |
E-Phoenix Acquisition Co. Inc. | First lien senior secured term loan | L + | 5.75% | 10.91% | 6/23/2027 | 1,427 | | 1,413 | | | 1,416 | | | 0.72 | % |
FreshAddress, LLC (6) | First lien senior secured revolving loan | L + | 5.50% | 10.66% | 10/5/2025 | 30 | | — | | | — | | | 0.00 | % |
FreshAddress, LLC | First lien senior secured term loan | L + | 5.50% | 10.66% | 10/5/2025 | 1,685 | | 1,668 | | | 1,670 | | | 0.86 | % |
Icreon Holdings, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 10/26/2027 | 23 | | (1) | | | — | | | 0.00 | % |
Icreon Holdings, LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 10/26/2027 | 366 | | 358 | | | 358 | | | 0.18 | % |
The accompanying notes are an integral part of these consolidated financial statements
14
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
P and R Dental Strategies, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.92% | 12/22/2026 | 23 | | — | | | — | | | 0.00 | % |
P and R Dental Strategies, LLC | First lien senior secured term loan | S + | 6.00% | 10.92% | 12/22/2026 | 652 | | 642 | | | 642 | | | 0.32 | % |
| | | | | | | 5,503 | | | 5,511 | | | 2.81 | % |
Leisure equipment and products | | | | | | | | | | | |
MacNeill Pride Group Corp. | First lien senior secured delayed draw term loan | S + | 6.50% | 11.66% | 4/22/2026 | $ | 499 | | $ | 451 | | | $ | 452 | | | 0.23 | % |
MacNeill Pride Group Corp. | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 4/22/2026 | 287 | | 63 | | | 63 | | | 0.03 | % |
MacNeill Pride Group Corp. | First lien senior secured term loan | S + | 6.50% | 11.66% | 4/22/2026 | 865 | | 858 | | | 861 | | | 0.44 | % |
Champion Motorsports Group, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.41% | 10/8/2026 | 56 | | (1) | | | (1) | | | 0.00 | % |
Champion Motorsports Group, LLC | First lien senior secured term loan | S + | 6.25% | 11.41% | 10/8/2026 | 1,684 | | 1,657 | | | 1,656 | | | 0.85 | % |
| | | | | | | 3,028 | | | 3,031 | | | 1.55 | % |
Leisure products | | | | | | | | | | | |
PHGP MB Purchaser, Inc. (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 11.16% | 5/27/2027 | $ | 113 | | $ | (1) | | | $ | (1) | | | 0.00 | % |
PHGP MB Purchaser, Inc. | First lien senior secured revolving loan | S + | 6.00% | 11.16% | 5/20/2027 | 75 | | 12 | | | 12 | | | 0.01 | % |
PHGP MB Purchaser, Inc. | First lien senior secured term loan | S + | 6.00% | 11.16% | 5/20/2027 | 1,100 | | 1,082 | | | 1,084 | | | 0.55 | % |
| | | | | | | 1,093 | | | 1,095 | | | 0.56 | % |
Life sciences tools and services | | | | | | | | | | | |
Aptitude Health Holdings, LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 10.41% | 5/3/2026 | $ | 267 | | $ | (3) | | | $ | (3) | | | 0.00 | % |
Aptitude Health Holdings, LLC | First lien senior secured term loan | S + | 5.25% | 10.41% | 5/3/2026 | 1,100 | | 1,086 | | | 1,087 | | | 0.55 | % |
| | | | | | | 1,083 | | | 1,084 | | | 0.55 | % |
Machinery | | | | | | | | | | | |
Abrasive Technology Intermediate, LLC | First lien senior secured revolving loan | L + | 6.25% | 11.24% | 4/30/2026 | $ | 173 | | $ | 32 | | | $ | 33 | | | 0.02 | % |
Abrasive Technology Intermediate, LLC | First lien senior secured term loan | L + | 6.25% | 11.29% | 4/30/2026 | 933 | | 921 | | | 922 | | | 0.47 | % |
DNS IMI Acquisition Corp (6) | First lien senior secured delayed draw term loan | L + | 5.75% | 10.91% | 11/23/2026 | 75 | | (1) | | | (1) | | | 0.00 | % |
DNS IMI Acquisition Corp | First lien senior secured revolving loan | P + | 4.75% | 12.75% | 11/23/2026 | 56 | | 8 | | | 8 | | | 0.00 | % |
DNS IMI Acquisition Corp | First lien senior secured term loan | L + | 5.75% | 10.91% | 11/23/2026 | 1,644 | | 1,620 | | | 1,622 | | | 0.83 | % |
Double E Company, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 11.05% | 6/21/2028 | 49 | | — | | | — | | | 0.00 | % |
Double E Company, LLC | First lien senior secured revolving loan | S + | 6.00% | 11.04% | 6/21/2028 | 66 | | 22 | | | 22 | | | 0.01 | % |
Double E Company, LLC | First lien senior secured term loan | S + | 6.00% | 11.05% | 6/21/2028 | 1,047 | | 1,038 | | | 1,040 | | | 0.53 | % |
| | | | | | | 3,640 | | | 3,646 | | | 1.86 | % |
Media | | | | | | | | | | | |
ALM Media, LLC (6)(17) | First lien senior secured revolving loan | L + | 6.00% | 11.16% | 11/25/2024 | $ | 971 | | $ | (8) | | | $ | (4) | | | 0.00 | % |
ALM Media, LLC | First lien senior secured term loan | L + | 6.00% | 11.16% | 11/25/2024 | 2,435 | | 2,412 | | | 2,422 | | | 1.24 | % |
Exclusive Concepts, LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 10.97% | 12/9/2026 | 224 | | 169 | | | 169 | | | 0.09 | % |
Exclusive Concepts, LLC (6) | First lien senior secured revolving loan | L + | 6.00% | 11.15% | 12/9/2026 | 23 | | — | | | — | | | 0.00 | % |
Exclusive Concepts, LLC | First lien senior secured term loan | L + | 6.00% | 11.15% | 12/9/2026 | 625 | | 615 | | | 616 | | | 0.31 | % |
Infolinks Media Buyco, LLC (6) | First lien senior secured delayed draw term loan | L + | 5.50% | 10.66% | 11/1/2026 | 39 | | — | | | — | | | 0.00 | % |
The accompanying notes are an integral part of these consolidated financial statements
15
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Infolinks Media Buyco, LLC (6) | First lien senior secured revolving loan | L + | 5.50% | 10.66% | 11/1/2026 | 38 | | (1) | | | — | | | 0.00 | % |
Infolinks Media Buyco, LLC | First lien senior secured term loan | L + | 5.50% | 10.66% | 11/1/2026 | 1,149 | | 1,132 | | | 1,134 | | | 0.57 | % |
The Channel Company, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.62% | 11/1/2027 | 62 | | 34 | | | 34 | | | 0.02 | % |
The Channel Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.66% | 11/1/2027 | 2,341 | | 2,308 | | | 2,317 | | | 1.18 | % |
| | | | | | | 6,661 | | | 6,688 | | | 3.41 | % |
Metals and mining | | | | | | | | | | | |
Copperweld Group, Inc. | First lien senior secured revolving loan | S + | 6.00% | 11.05% | 9/27/2024 | $ | 462 | | $ | 115 | | | $ | 120 | | | 0.06 | % |
Copperweld Group, Inc. | First lien senior secured term loan | S + | 6.00% | 11.16% | 9/27/2024 | 2,279 | | 2,234 | | | 2,263 | | | 1.16 | % |
| | | | | | | 2,349 | | | 2,383 | | | 1.22 | % |
Personal products | | | | | | | | | | | |
Cosmetic Solutions, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.42% | 10/17/2025 | $ | 363 | | $ | 359 | | | $ | 349 | | | 0.18 | % |
Cosmetic Solutions, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 11.42% | 10/17/2025 | 344 | | (4) | | | (13) | | | (0.01) | % |
Cosmetic Solutions, LLC | First lien senior secured term loan | S + | 6.50% | 11.42% | 10/17/2025 | 2,776 | | 2,740 | | | 2,671 | | | 1.36 | % |
| | | | | | | 3,095 | | | 3,007 | | | 1.53 | % |
Pharmaceuticals | | | | | | | | | | | |
Bio Agri Mix Holdings Inc. (6)(7) | First lien senior secured revolving loan | C + | 5.75% | 10.78% | 7/23/2026 | $ | 30 | | $ | — | | | $ | — | | | 0.00 | % |
Bio Agri Mix Holdings Inc. (6)(7) | First lien senior secured revolving loan | C + | 5.75% | 10.78% | 7/23/2026 | C$ | 75 | | (1) | | | (1) | | | 0.00 | % |
Bio Agri Mix Holdings Inc. (7) | First lien senior secured term loan | C + | 5.75% | 10.78% | 7/23/2026 | C$ | 1,241 | | 973 | | | 906 | | | 0.46 | % |
Formulated Buyer, LLC | First lien senior secured delayed draw term loan | L + | 5.25% | 10.38% | 9/22/2026 | 299 | | 121 | | | 121 | | | 0.06 | % |
Formulated Buyer, LLC | First lien senior secured revolving loan | L + | 5.25% | 10.33% | 9/22/2026 | 188 | | 91 | | | 91 | | | 0.05 | % |
Formulated Buyer, LLC | First lien senior secured term loan | L + | 5.25% | 10.40% | 9/22/2026 | 460 | | 453 | | | 453 | | | 0.23 | % |
| | | | | | | 1,637 | | | 1,570 | | | 0.80 | % |
Professional services | | | | | | | | | | | |
Stax Holding Company, LLC (6)(18) | First lien senior secured revolving loan | L + | 5.00% | 10.16% | 10/29/2026 | $ | 60 | | $ | (1) | | | $ | (1) | | | 0.00 | % |
Stax Holding Company, LLC | First lien senior secured term loan | L + | 5.00% | 10.16% | 10/29/2026 | 815 | | 806 | | | 807 | | | 0.41 | % |
| | | | | | | 805 | | | 806 | | | 0.41 | % |
Real estate management and development | | | | | | | | | | | |
BBG Intermediate Holdings, Inc. (19) | First lien senior secured revolving loan | S + | 6.50% | 11.53% | 1/8/2026 | $ | 233 | | $ | 226 | | | $ | 222 | | | 0.11 | % |
BBG Intermediate Holdings, Inc. | First lien senior secured term loan | S + | 6.50% | 11.45% | 1/8/2026 | 1,879 | | 1,855 | | | 1,820 | | | 0.93 | % |
MetaSource, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.25% | 11.17% | 5/17/2027 | 49 | | — | | | — | | | 0.00 | % |
MetaSource, LLC | First lien senior secured revolving loan | S + | 6.25% | 11.17% | 5/17/2027 | 75 | | 14 | | | 15 | | | 0.01 | % |
MetaSource, LLC | First lien senior secured term loan | S + | 6.25% | 11.17% | 5/17/2027 | 934 | | 926 | | | 928 | | | 0.47 | % |
| | | | | | | 3,021 | | | 2,985 | | | 1.52 | % |
Semiconductors and semiconductor equipment | | | | | | | | | | | |
Altamira Material Solutions, LP (6) | First lien senior secured revolving loan | L + | 5.50% | 10.70% | 9/2/2026 | $ | 45 | | $ | (1) | | | $ | (1) | | | 0.00 | % |
Altamira Material Solutions, LP | First lien senior secured term loan | L + | 5.50% | 10.70% | 9/2/2026 | 720 | | 708 | | | 710 | | | 0.36 | % |
| | | | | | | 707 | | | 709 | | | 0.36 | % |
The accompanying notes are an integral part of these consolidated financial statements
16
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Software | | | | | | | | | | | |
Affinitiv, Inc. (6) | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 8/26/2024 | $ | 248 | | $ | (2) | | | $ | (1) | | | 0.00 | % |
Affinitiv, Inc. | First lien senior secured term loan | S + | 6.50% | 11.66% | 8/26/2024 | 2,260 | | 2,241 | | | 2,248 | | | 1.15 | % |
ShiftKey, LLC | First lien senior secured revolving loan | S + | 5.75% | 10.62% | 6/21/2027 | 110 | | 43 | | | 43 | | | 0.02 | % |
ShiftKey, LLC | First lien senior secured term loan | S + | 5.75% | 10.91% | 6/21/2027 | 3,731 | | 3,698 | | | 3,719 | | | 1.90 | % |
| | | | | | | 5,980 | | | 6,009 | | | 3.07 | % |
Specialty retail | | | | | | | | | | | |
Dykstra's Auto, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 10.83% | 10/22/2026 | $ | 186 | | $ | 183 | | | $ | 183 | | | 0.09 | % |
Dykstra's Auto, LLC (6) | First lien senior secured revolving loan | P + | 4.75% | 12.25% | 10/22/2026 | 38 | | (1) | | | (1) | | | 0.00 | % |
Dykstra's Auto, LLC | First lien senior secured term loan | S + | 5.75% | 10.91% | 10/22/2026 | 490 | | 482 | | | 483 | | | 0.24 | % |
Kaizen Auto Care, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.69% | 12/22/2026 | 223 | | 219 | | | 220 | | | 0.11 | % |
Kaizen Auto Care, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.66% | 12/22/2023 | 224 | | 220 | | | 221 | | | 0.11 | % |
Kaizen Auto Care, LLC | First lien senior secured revolving loan | P + | 5.00% | 13.00% | 12/22/2026 | 38 | | 29 | | | 29 | | | 0.01 | % |
Kaizen Auto Care, LLC | First lien senior secured term loan | S + | 6.50% | 11.66% | 12/22/2026 | 857 | | 841 | | | 845 | | | 0.44 | % |
Leonard Group, Inc. (6) | First lien senior secured revolving loan | S + | 6.50% | 11.66% | 2/26/2026 | 234 | | (5) | | | (1) | | | 0.00 | % |
Leonard Group, Inc. | First lien senior secured term loan | S + | 6.50% | 11.66% | 2/26/2026 | 1,559 | | 1,542 | | | 1,550 | | | 0.79 | % |
Pink Lily Holdings, LLC (6) | First lien senior secured revolving loan | L + | 6.50% | 11.34% | 11/16/2027 | 63 | | (1) | | | (1) | | | 0.00 | % |
Pink Lily Holdings, LLC | First lien senior secured term loan | L + | 6.50% | 11.34% | 11/16/2027 | 1,354 | | 1,335 | | | 1,337 | | | 0.69 | % |
Soccer Post Acquisition, LLC | First lien senior secured delayed draw term loan | S + | 5.50% | 10.66% | 6/30/2027 | 37 | | 35 | | | 35 | | | 0.02 | % |
Soccer Post Acquisition, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.60% | 6/30/2027 | 38 | | 33 | | | 33 | | | 0.02 | % |
Soccer Post Acquisition, LLC | First lien senior secured term loan | S + | 5.50% | 10.66% | 6/30/2027 | 703 | | 693 | | | 694 | | | 0.35 | % |
| | | | | | | 5,605 | | | 5,627 | | | 2.87 | % |
Trading companies and distributors | | | | | | | | | | | |
AFC Industries, Inc. | First lien senior secured delayed draw term loan | S + | 6.25% | 11.30% | 4/9/2027 | $ | 351 | | $ | 347 | | | $ | 342 | | | 0.17 | % |
AFC Industries, Inc. | First lien senior secured delayed draw term loan | S + | 6.25% | 11.24% | 4/9/2027 | 128 | | 127 | | | 125 | | | 0.06 | % |
AFC Industries, Inc. | First lien senior secured delayed draw term loan | S + | 6.25% | 11.21% | 4/9/2027 | 106 | | 103 | | | 103 | | | 0.05 | % |
AFC Industries, Inc. (20) | First lien senior secured revolving loan | S + | 6.25% | 11.30% | 10/9/2026 | 156 | | 65 | | | 63 | | | 0.03 | % |
AFC Industries, Inc. | First lien senior secured term loan | S + | 6.25% | 11.07% | 4/9/2027 | 765 | | 757 | | | 746 | | | 0.38 | % |
Banner Buyer, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 10.66% | 10/31/2025 | 568 | | 564 | | | 567 | | | 0.29 | % |
Banner Buyer, LLC | First lien senior secured revolving loan | S + | 5.75% | 10.66% | 10/31/2025 | 370 | | 71 | | | 72 | | | 0.04 | % |
Banner Buyer, LLC | First lien senior secured term loan | S + | 5.75% | 10.66% | 10/31/2025 | 1,368 | | 1,356 | | | 1,360 | | | 0.70 | % |
Empire Equipment Company, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.42% | 1/17/2025 | 439 | | 153 | | | 153 | | | 0.08 | % |
Empire Equipment Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.43% | 1/17/2025 | 1,545 | | 1,530 | | | 1,532 | | | 0.79 | % |
Montway LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.54% | 11/4/2025 | 673 | | 664 | | | 664 | | | 0.34 | % |
Montway LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.47% | 11/4/2025 | 150 | | (2) | | | (2) | | | 0.00 | % |
Montway LLC | First lien senior secured term loan | S + | 6.25% | 11.47% | 11/4/2025 | 714 | | 703 | | | 704 | | | 0.36 | % |
Shearer Supply, LLC | First lien senior secured revolving loan | P + | 4.25% | 12.00% | 9/17/2027 | 113 | | 88 | | | 90 | | | 0.05 | % |
The accompanying notes are an integral part of these consolidated financial statements
17
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Shearer Supply, LLC | First lien senior secured term loan | P + | 4.25% | 12.25% | 9/17/2027 | 922 | | 907 | | | 922 | | | 0.47 | % |
Triad Technologies, LLC | First lien senior secured revolving loan | S + | 6.00% | 11.05% | 6/8/2026 | 332 | | 61 | | | 61 | | | 0.03 | % |
Triad Technologies, LLC | First lien senior secured term loan | S + | 6.00% | 11.15% | 6/8/2026 | 1,352 | | 1,326 | | | 1,330 | | | 0.67 | % |
| | | | | | | 8,820 | | | 8,832 | | | 4.51 | % |
Water utilities | | | | | | | | | | | |
Diamondback Buyer, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.45% | 7/22/2026 | $ | 75 | | $ | 40 | | | $ | 40 | | | 0.02 | % |
Diamondback Buyer, LLC | First lien senior secured term loan | S + | 5.50% | 10.60% | 7/22/2026 | 1,198 | | 1,178 | | | 1,185 | | | 0.60 | % |
| | | | | | | 1,218 | | | 1,225 | | | 0.62 | % |
Total non-controlled/non-affiliated senior secured debt | | | | | | | $ | 175,863 | | | $ | 174,487 | | | 89.00 | % |
| | | | | | | | | | | |
Non-controlled/non-affiliated sponsor subordinated notes | | | | | | | | | | | |
Trading companies and distributors | | | | | | | | | | | |
Empire Equipment Company, LLC | Sponsor subordinated note | 12.50% + 7.00% PIK | 19.50% | 7/17/2025 | | $ | 11 | | | $ | 12 | | | 0.01 | % |
Shearer Supply, LLC | Sponsor subordinated note | 12.50% + 7.00% PIK | 19.50% | 9/17/2027 | | 5 | | | 6 | | | 0.00 | % |
Total non-controlled/non-affiliated sponsor subordinated notes | | | | | | | 16 | | | 18 | | | 0.01 | % |
Total non-controlled/non-affiliated investments | | | | | | | $ | 175,879 | | | $ | 174,505 | | | 89.01 | % |
| | | | | | | | | | | |
Non-controlled/affiliated investments | | | | | | | | | | | |
Multisector holdings | | | | | | | | | | | |
Twin Brook Equity Holdings, LLC (21)(22)(23) | Equity - 1.73% membership interest | | | | | | $ | 7,030 | | | $ | 9,592 | | | 4.89 | % |
Twin Brook Segregated Equity Holdings, LLC (21)(22)(23) | Equity - 2.11% membership interest | | | | | | 14 | | | 18 | | | 0.01 | % |
Total non-controlled/affiliated investments | | | | | | | $ | 7,044 | | | $ | 9,610 | | | 4.90 | % |
The accompanying notes are an integral part of these consolidated financial statements
18
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Total investments | | | | | | | $ | 182,923 | | | $ | 184,115 | | | 93.91 | % |
The accompanying notes are an integral part of these consolidated financial statements
19
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
| | | | | |
(1) | Unless otherwise indicated, all investments are considered Level 3 investments. Amounts shown in thousands for principal/par amount, amortized cost and fair value. |
(2) | Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information. |
(3) | Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Canadian Dollars (“C$”). |
(4) | The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
(5) | Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the London Interbank Offered Rate (“LIBOR” or “L”), the Term Secured Overnight Financing Rate (“Term SOFR” or S”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. As of March 31, 2023, the reference rates for the floating rate loans were the 3 Month L of 5.19%, 3 Month CDOR of 5.03%, Term SOFR of 4.87% and the Prime Rate of 8.00%. |
(6) | Represents revolvers and delayed draw term loans where the entire balance is unfunded as of March 31, 2023. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information. |
(7) | Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of March 31, 2023, non-qualifying assets (foreign investments and derivative contracts) represented approximately 2.95% of the total assets of the Company. |
(8) | Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 5.75%. |
(9) | Principal balance includes reserve for letter of credit of $15,654 on which the borrower pays 7.00%. |
(10) | Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%. |
(11) | Principal balance includes reserve for letter of credit of $2,145 on which the borrower pays 6.75%. |
(12) | Principal balance includes reserve for letter of credit of $9,735 on which the borrower pays 6.00%. |
(13) | Principal balance includes reserve for letter of credit of $2,851 on which the borrower pays 6.25%. |
(14) | Principal balance includes reserve for letter of credit of $3,930 on which the borrower pays 7.00%. |
(15) | Principal balance includes reserve for letter of credit of $3,337 on which the borrower pays 6.00%. |
(16) | Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 7.50%. |
(17) | Principal balance includes reserve for letter of credit of $141,677 on which the borrower pays 0.00%. |
(18) | Principal balance includes reserve for letter of credit of $2,248 on which the borrower pays 5.00%. |
(19) | Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.50%. |
(20) | Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 6.25%. |
(21) | As a practical expedient, the Company uses net asset value (“NAV”) to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund. |
(22) | Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2023, the aggregate fair value of these securities is $9,610 or 4.90% of the Company's net assets. |
(23) | Non-income producing investment. |
The accompanying notes are an integral part of these consolidated financial statements
20
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2023
(Amounts in thousands)
(Unaudited)
Foreign currency forward contracts
| | | | | | | | | | | | | | |
Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized Appreciation/ (Depreciation) |
Wells Fargo Bank, National Association | USD 1,491 | CAD 2,002 | 4/24/2023 | $ | 8 | |
Total | | | | $ | 8 | |
| | | | |
Currency Abbreviations: | | | | |
USD - U.S. Dollar | | | | |
CAD - Canadian Dollar | | | | |
The accompanying notes are an integral part of these consolidated financial statements
21
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Investments | | | | | | | | | | | | |
Non-controlled/non-affiliated senior secured debt | | | | | | | | | | | | |
Aerospace and defense | | | | | | | | | | | | |
Mattco Forge, Inc. (6) | First lien senior secured revolving loan | L + | 6.25% | 10.42% | 12/6/2024 | $ | 506 | | | $ | (5) | | | $ | (11) | | | (0.01) | % |
Mattco Forge, Inc. | First lien senior secured term loan | L + | 6.25% | 10.42% | 12/6/2024 | 2,168 | | | 2,142 | | | 2,119 | | | 1.08 | % |
| | | | | | | | 2,137 | | | 2,108 | | | 1.07 | % |
Air freight and logistics | | | | | | | | | | | | |
Load One Purchaser Corporation (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 6/21/2028 | $ | 150 | | | $ | (3) | | | $ | (2) | | | — | % |
Load One Purchaser Corporation | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 6/21/2028 | 75 | | | 6 | | | 6 | | | — | % |
Load One Purchaser Corporation | First lien senior secured term loan | S + | 6.00% | 10.84% | 6/21/2028 | 810 | | | 795 | | | 797 | | | 0.41 | % |
| | | | | | | | 798 | | | 801 | | | 0.41 | % |
Auto components | | | | | | | | | | | | |
AvCarb, LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 10.57% | 11/12/2026 | $ | 665 | | | $ | 222 | | | $ | 222 | | | 0.11 | % |
AvCarb, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.17% | 11/12/2026 | 38 | | | 3 | | | 3 | | | — | % |
AvCarb, LLC | First lien senior secured term loan | L + | 6.00% | 10.17% | 11/12/2026 | 495 | | | 486 | | | 487 | | | 0.25 | % |
CCG Acquisition, Inc. (6) | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 5/17/2027 | 19 | | | — | | | — | | | — | % |
CCG Acquisition, Inc. | First lien senior secured term loan | S + | 6.00% | 10.84% | 5/17/2027 | 425 | | | 419 | | | 420 | | | 0.21 | % |
Raneys, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.59% | 6/7/2027 | 38 | | | (1) | | | (1) | | | — | % |
Raneys, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 6/7/2027 | 453 | | | 444 | | | 445 | | | 0.23 | % |
Vehicle Accessories, Inc. (6) | First lien senior secured revolving loan | P + | 4.50% | 12.00% | 11/30/2026 | 38 | | | — | | | — | | | — | % |
Vehicle Accessories, Inc. | First lien senior secured term loan | S + | 5.50% | 10.34% | 11/30/2026 | 1,666 | | | 1,655 | | | 1,659 | | | 0.85 | % |
| | | | | | | | 3,228 | | | 3,235 | | | 1.65 | % |
Chemicals | | | | | | | | | | | | |
AM Buyer, LLC (6) | First lien senior secured revolving loan | S + | 6.75% | 11.59% | 5/1/2025 | $ | 111 | | | $ | (1) | | | $ | (1) | | | — | % |
AM Buyer, LLC | First lien senior secured term loan | S + | 6.75% | 11.59% | 5/1/2025 | 474 | | | 467 | | | 469 | | | 0.24 | % |
Answer Acquisition, LLC (6) | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 12/30/2026 | 38 | | | (1) | | | (1) | | | — | % |
Answer Acquisition, LLC | First lien senior secured term loan | L + | 5.50% | 10.23% | 12/30/2026 | 1,699 | | | 1,671 | | | 1,673 | | | 0.86 | % |
Custom Agronomics Holdings, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 11.34% | 8/26/2027 | 45 | | | (1) | | | (1) | | | — | % |
Custom Agronomics Holdings, LLC | First lien senior secured term loan | S + | 6.50% | 11.34% | 8/26/2027 | 236 | | | 231 | | | 232 | | | 0.12 | % |
SASE Company, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.19% | 11/15/2026 | 38 | | | (1) | | | (1) | | | — | % |
SASE Company, LLC | First lien senior secured term loan | S + | 5.75% | 10.19% | 11/15/2026 | 1,615 | | | 1,588 | | | 1,592 | | | 0.81 | % |
Teel Plastics, LLC (6) | First lien senior secured revolving loan | S + | 5.00% | 9.44% | 1/24/2025 | 324 | | | (3) | | | (1) | | | — | % |
Teel Plastics, LLC | First lien senior secured term loan | S + | 5.00% | 9.44% | 1/24/2025 | 1,787 | | | 1,767 | | | 1,779 | | | 0.91 | % |
USALCO, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.38% | 10/19/2026 | 100 | | | 42 | | | 42 | | | 0.02 | % |
USALCO, LLC | First lien senior secured term loan | L + | 6.00% | 10.73% | 10/19/2027 | 1,884 | | | 1,867 | | | 1,872 | | | 0.96 | % |
The accompanying notes are an integral part of these consolidated financial statements
22
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
| | | | | | | | 7,626 | | | 7,654 | | | 3.92 | % |
Commercial services and supplies | | | | | | | | | | | | |
Alliance Environmental Group, LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 11.15% | 12/30/2027 | $ | 75 | | | $ | 53 | | | $ | 53 | | | 0.03 | % |
Alliance Environmental Group, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.47% | 12/30/2027 | 38 | | | 35 | | | 35 | | | 0.02 | % |
Alliance Environmental Group, LLC | First lien senior secured term loan | L + | 6.00% | 11.15% | 12/30/2027 | 1,451 | | | 1,426 | | | 1,428 | | | 0.73 | % |
Edko Acquisition, LLC (8) | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 6/25/2026 | 38 | | | 3 | | | 3 | | | — | % |
Edko Acquisition, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 6/25/2026 | 1,139 | | | 1,122 | | | 1,124 | | | 0.57 | % |
Franchise Fastlane, LLC (6) | First lien senior secured revolving loan | S + | 5.50% | 10.38% | 5/2/2027 | 15 | | | — | | | — | | | — | % |
Franchise Fastlane, LLC | First lien senior secured term loan | S + | 5.50% | 10.38% | 5/2/2027 | 1,170 | | | 1,149 | | | 1,151 | | | 0.59 | % |
Gold Medal Holdings, Inc. (9) | First lien senior secured revolving loan | S + | 7.00% | 11.74% | 3/17/2027 | 50 | | | 23 | | | 23 | | | 0.01 | % |
Gold Medal Holdings, Inc. | First lien senior secured term loan | S + | 7.00% | 11.84% | 3/17/2027 | 722 | | | 713 | | | 716 | | | 0.37 | % |
Green Monster Acquisition, LLC (6) | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 12/28/2026 | 38 | | | (1) | | | (1) | | | — | % |
Green Monster Acquisition, LLC | First lien senior secured term loan | L + | 5.50% | 10.23% | 12/28/2026 | 1,176 | | | 1,157 | | | 1,158 | | | 0.59 | % |
HLSG Intermediate, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.03% | 3/31/2028 | 96 | | | 94 | | | 95 | | | 0.05 | % |
HLSG Intermediate, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 10.94% | 3/31/2028 | 60 | | | (1) | | | (1) | | | — | % |
HLSG Intermediate, LLC | First lien senior secured term loan | S + | 6.50% | 10.94% | 3/31/2028 | 1,004 | | | 993 | | | 995 | | | 0.51 | % |
Nimlok Company, LLC (6)(10) | First lien senior secured revolving loan | S + | 5.50% | 10.16% | 11/27/2024 | 320 | | | (3) | | | (4) | | | — | % |
Nimlok Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.16% | 11/27/2025 | 2,678 | | | 2,641 | | | 2,645 | | | 1.35 | % |
Steel City Wash, LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.09% | 12/27/2026 | 143 | | | 141 | | | 141 | | | 0.07 | % |
Steel City Wash, LLC | First lien senior secured revolving loan | S + | 6.25% | 10.90% | 12/27/2026 | 38 | | | 15 | | | 15 | | | 0.01 | % |
Steel City Wash, LLC | First lien senior secured term loan | S + | 6.25% | 11.09% | 12/27/2026 | 794 | | | 781 | | | 783 | | | 0.40 | % |
| | | | | | | | 10,341 | | | 10,359 | | | 5.30 | % |
Construction and engineering | | | | | | | | | | | | |
BCI Burke Holding Corp. | First lien senior secured delayed draw term loan | L + | 5.50% | 9.70% | 12/14/2027 | $ | 131 | | | $ | 24 | | | $ | 24 | | | 0.01 | % |
BCI Burke Holding Corp. (6) | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 12/14/2027 | 79 | | | (1) | | | (1) | | | — | % |
BCI Burke Holding Corp. | First lien senior secured term loan | L + | 5.50% | 10.23% | 12/14/2027 | 874 | | | 863 | | | 865 | | | 0.44 | % |
CPS HVAC Group, LLC | First lien senior secured delayed draw term loan | L + | 6.75% | 11.37% | 12/15/2026 | 150 | | | 32 | | | 32 | | | 0.02 | % |
CPS HVAC Group, LLC (11) | First lien senior secured revolving loan | L + | 6.75% | 11.90% | 12/15/2026 | 38 | | | 8 | | | 8 | | | — | % |
CPS HVAC Group, LLC | First lien senior secured term loan | L + | 6.75% | 11.90% | 12/15/2026 | 272 | | | 268 | | | 268 | | | 0.14 | % |
Domino Equipment Company, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.13% | 4/1/2026 | 79 | | | (1) | | | (1) | | | — | % |
Domino Equipment Company, LLC | First lien senior secured term loan | S + | 6.25% | 11.13% | 4/1/2026 | 575 | | | 565 | | | 566 | | | 0.29 | % |
Highland Acquisition, Inc. (6) | First lien senior secured revolving loan | S + | 5.50% | 10.34% | 3/9/2027 | 30 | | | (1) | | | — | | | — | % |
Highland Acquisition, Inc. | First lien senior secured term loan | S + | 5.50% | 10.34% | 3/9/2027 | 937 | | | 921 | | | 922 | | | 0.47 | % |
Rose Paving, LLC | First lien senior secured revolving loan | S + | 5.75% | 10.57% | 11/7/2028 | 94 | | | 50 | | | 50 | | | 0.03 | % |
Rose Paving, LLC | First lien senior secured term loan | S + | 5.75% | 10.55% | 11/7/2028 | 751 | | | 732 | | | 732 | | | 0.37 | % |
The accompanying notes are an integral part of these consolidated financial statements
23
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
| | | | | | | | 3,460 | | | 3,465 | | | 1.77 | % |
Containers and packaging | | | | | | | | | | | | |
Bulk Lift International, LLC (6)(7) | First lien senior secured revolving loan | S + | 6.75% | 11.28% | 11/15/2027 | $ | 38 | | | $ | (1) | | | $ | (1) | | | — | % |
Bulk Lift International, LLC (7) | First lien senior secured term loan | S + | 6.75% | 11.28% | 11/15/2027 | 258 | | | 252 | | | 252 | | | 0.13 | % |
Innovative FlexPak, LLC | First lien senior secured revolving loan | S + | 7.00% | 11.36% | 1/23/2025 | 627 | | | 464 | | | 325 | | | 0.17 | % |
Innovative FlexPak, LLC | First lien senior secured term loan | S + | 7.00% | 11.44% | 1/23/2025 | 2,616 | | | 2,574 | | | 1,998 | | | 1.00 | % |
MRC Keeler Acquisition, LLC | First lien senior secured delayed draw term loan | L + | 5.75% | 10.48% | 12/4/2025 | 75 | | | 74 | | | 74 | | | 0.04 | % |
MRC Keeler Acquisition, LLC | First lien senior secured revolving loan | L + | 5.75% | 10.07% | 12/4/2025 | 150 | | | 73 | | | 73 | | | 0.04 | % |
MRC Keeler Acquisition, LLC | First lien senior secured term loan | L + | 5.75% | 10.48% | 12/4/2025 | 952 | | | 940 | | | 941 | | | 0.48 | % |
Vanguard Packaging, LLC | First lien senior secured revolving loan | L + | 5.00% | 9.66% | 8/9/2024 | 535 | | | 51 | | | 50 | | | 0.03 | % |
Vanguard Packaging, LLC | First lien senior secured term loan | L + | 5.00% | 9.73% | 8/9/2024 | 1,193 | | | 1,186 | | | 1,185 | | | 0.61 | % |
| | | | | | | | 5,613 | | | 4,897 | | | 2.50 | % |
Distributors | | | | | | | | | | | | |
RTP Acquisition, LLC | First lien senior secured revolving loan | S + | 6.25% | 10.69% | 8/17/2026 | $ | 38 | | | $ | 3 | | | $ | 3 | | | — | % |
RTP Acquisition, LLC | First lien senior secured term loan | S + | 6.25% | 10.69% | 8/17/2026 | 918 | | | 902 | | | 905 | | | 0.46 | % |
| | | | | | | | 905 | | | 908 | | | 0.46 | % |
Diversified consumer services | | | | | | | | | | | | |
50Floor, LLC (6) | First lien senior secured revolving loan | L + | 6.25% | 10.98% | 12/31/2025 | $ | 199 | | | $ | (2) | | | $ | (2) | | | — | % |
50Floor, LLC | First lien senior secured term loan | L + | 6.25% | 10.98% | 12/31/2026 | 953 | | | 939 | | | 941 | | | 0.48 | % |
ACES Intermediate, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.63% | 7/27/2027 | 150 | | | (3) | | | (3) | | | — | % |
ACES Intermediate, LLC | First lien senior secured term loan | S + | 5.75% | 10.63% | 7/27/2027 | 1,887 | | | 1,851 | | | 1,856 | | | 0.95 | % |
Groundworks Operations, LLC | First lien senior secured delayed draw term loan | L + | 4.75% | 9.48% | 1/17/2026 | 1,866 | | | 1,814 | | | 1,821 | | | 0.93 | % |
Groundworks Operations, LLC (6) | First lien senior secured revolving loan | L + | 4.75% | 9.48% | 1/17/2026 | 387 | | | (4) | | | (2) | | | — | % |
Groundworks Operations, LLC | First lien senior secured term loan | L + | 4.75% | 9.48% | 1/17/2026 | 2,479 | | | 2,449 | | | 2,463 | | | 1.26 | % |
Home Brands Group Holdings, Inc. (6) | First lien senior secured revolving loan | L + | 4.75% | 9.16% | 11/8/2026 | 48 | | | (1) | | | (1) | | | — | % |
Home Brands Group Holdings, Inc. | First lien senior secured term loan | L + | 4.75% | 9.16% | 11/8/2026 | 1,900 | | | 1,867 | | | 1,873 | | | 0.96 | % |
ISSA, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.09% | 3/1/2027 | 131 | | | (2) | | | (2) | | | — | % |
ISSA, LLC | First lien senior secured term loan | S + | 6.25% | 11.09% | 3/1/2027 | 922 | | | 906 | | | 908 | | | 0.46 | % |
Juniper Landscaping Holdings LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 11.14% | 12/29/2026 | 88 | | | 69 | | | 69 | | | 0.04 | % |
Juniper Landscaping Holdings LLC (12) | First lien senior secured revolving loan | L + | 6.00% | 10.54% | 12/29/2026 | 44 | | | 10 | | | 11 | | | 0.01 | % |
Juniper Landscaping Holdings LLC | First lien senior secured term loan | L + | 6.00% | 11.15% | 12/29/2026 | 1,314 | | | 1,295 | | | 1,297 | | | 0.66 | % |
Kalkomey Enterprises, LLC (6) | First lien senior secured revolving loan | L + | 6.75% | 11.48% | 4/24/2025 | 77 | | | (1) | | | (1) | | | — | % |
Kalkomey Enterprises, LLC | First lien senior secured term loan | L + | 6.75% | 11.48% | 4/24/2026 | 1,050 | | | 1,033 | | | 1,037 | | | 0.53 | % |
PPW Acquisition, LLC | First lien senior secured revolving loan | L + | 6.25% | 10.85% | 9/30/2026 | 38 | | | 37 | | | 37 | | | 0.02 | % |
PPW Acquisition, LLC | First lien senior secured term loan | L + | 6.25% | 10.98% | 9/30/2026 | 605 | | | 595 | | | 596 | | | 0.30 | % |
The accompanying notes are an integral part of these consolidated financial statements
24
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
United Land Services Opco Parent, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 3/23/2026 | 1,069 | | | 658 | | | 659 | | | 0.34 | % |
United Land Services Opco Parent, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 3/23/2026 | 188 | | | (4) | | | (3) | | | — | % |
United Land Services Opco Parent, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.44% | 3/23/2026 | 150 | | | 37 | | | 38 | | | 0.02 | % |
United Land Services Opco Parent, LLC | First lien senior secured term loan | S + | 6.00% | 10.84% | 3/23/2026 | 303 | | | 298 | | | 298 | | | 0.15 | % |
Yard-Nique, Inc (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 9.71% | 4/30/2026 | 150 | | | (2) | | | (2) | | | — | % |
Yard-Nique, Inc | First lien senior secured revolving loan | S + | 5.00% | 8.71% | 4/30/2026 | 19 | | | 5 | | | 5 | | | — | % |
Yard-Nique, Inc | First lien senior secured term loan | S + | 6.00% | 9.71% | 4/30/2026 | 405 | | | 400 | | | 401 | | | 0.21 | % |
| | | | | | | | 14,244 | | | 14,294 | | | 7.32 | % |
Electrical equipment | | | | | | | | | | | | |
AEP Passion Intermediate Holdings, Inc. | First lien senior secured delayed draw term loan | L + | 5.50% | 9.88% | 10/5/2027 | $ | 71 | | | $ | 42 | | | $ | 42 | | | 0.02 | % |
AEP Passion Intermediate Holdings, Inc. | First lien senior secured revolving loan | L + | 5.50% | 9.88% | 10/5/2027 | 48 | | | 28 | | | 28 | | | 0.01 | % |
AEP Passion Intermediate Holdings, Inc. | First lien senior secured term loan | L + | 5.50% | 9.91% | 10/5/2027 | 1,281 | | | 1,265 | | | 1,267 | | | 0.65 | % |
| | | | | | | | 1,335 | | | 1,337 | | | 0.68 | % |
Electronic equipment, instruments and components | | | | | | | | | | | | |
Advanced Lighting Acquisition, LLC (6) | First lien senior secured revolving loan | S + | 5.00% | 9.44% | 11/22/2025 | $ | 324 | | | $ | (3) | | | $ | (1) | | | — | % |
Advanced Lighting Acquisition, LLC | First lien senior secured term loan | S + | 5.00% | 9.44% | 11/22/2025 | 1,133 | | | 1,120 | | | 1,131 | | | 0.58 | % |
ITSavvy LLC (6) | First lien senior secured delayed draw term loan | S + | 5.25% | 8.76% | 8/8/2028 | 75 | | | (1) | | | (1) | | | — | % |
ITSavvy LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 9.68% | 8/8/2028 | 38 | | | — | | | — | | | — | % |
ITSavvy LLC | First lien senior secured term loan | S + | 5.25% | 8.76% | 8/8/2028 | 676 | | | 670 | | | 671 | | | 0.34 | % |
Nelson Name Plate Company | First lien senior secured delayed draw term loan | L + | 5.50% | 10.23% | 10/18/2026 | 119 | | | 102 | | | 102 | | | 0.05 | % |
Nelson Name Plate Company | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 10/18/2026 | 90 | | | 15 | | | 15 | | | 0.01 | % |
Nelson Name Plate Company | First lien senior secured term loan | L + | 5.50% | 10.23% | 10/18/2026 | 768 | | | 756 | | | 757 | | | 0.39 | % |
| | | | | | | | 2,659 | | | 2,674 | | | 1.37 | % |
Food and staples retailing | | | | | | | | | | | | |
Engelman Baking Co., LLC | First lien senior secured revolving loan | L + | 5.50% | 9.88% | 2/28/2025 | $ | 207 | | | $ | 31 | | | $ | 30 | | | 0.02 | % |
Engelman Baking Co., LLC | First lien senior secured term loan | L + | 5.50% | 9.88% | 2/28/2025 | 713 | | | 701 | | | 703 | | | 0.36 | % |
Mad Rose Company, LLC (13) | First lien senior secured revolving loan | S + | 6.25% | 10.69% | 5/7/2026 | 119 | | | 58 | | | 59 | | | 0.03 | % |
Mad Rose Company, LLC | First lien senior secured term loan | S + | 6.25% | 10.69% | 5/7/2026 | 931 | | | 916 | | | 919 | | | 0.47 | % |
Main Street Gourmet, LLC | First lien senior secured delayed draw term loan | L + | 5.50% | 9.89% | 11/10/2025 | 666 | | | 34 | | | 35 | | | 0.02 | % |
Main Street Gourmet, LLC | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 11/10/2025 | 38 | | | 18 | | | 18 | | | 0.01 | % |
Main Street Gourmet, LLC | First lien senior secured term loan | L + | 5.50% | 10.23% | 11/10/2025 | 1,121 | | | 1,108 | | | 1,110 | | | 0.57 | % |
NutriScience Innovations, LLC (6)(14) | First lien senior secured revolving loan | L + | 7.00% | 11.73% | 4/21/2026 | 131 | | | (2) | | | (2) | | | — | % |
NutriScience Innovations, LLC | First lien senior secured term loan | L + | 7.00% | 11.73% | 4/21/2026 | 434 | | | 428 | | | 428 | | | 0.22 | % |
Qin's Buffalo, LLC (6) | First lien senior secured delayed draw term loan | S + | 5.75% | 10.59% | 5/5/2027 | 75 | | | (1) | | | (1) | | | — | % |
Qin's Buffalo, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.59% | 5/5/2027 | 38 | | | (1) | | | (1) | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements
25
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Qin's Buffalo, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 5/5/2027 | 536 | | | 526 | | | 528 | | | 0.27 | % |
SCP Beverage Buyer, LLC | First lien senior secured revolving loan | S + | 5.75% | 10.11% | 11/24/2026 | 38 | | | 14 | | | 14 | | | 0.01 | % |
SCP Beverage Buyer, LLC | First lien senior secured term loan | S + | 5.75% | 10.11% | 11/24/2026 | 412 | | | 404 | | | 405 | | | 0.21 | % |
Universal Pure, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.24% | 10/31/2028 | 128 | | | (3) | | | (3) | | | — | % |
Universal Pure, LLC (6)(15) | First lien senior secured revolving loan | S + | 6.00% | 10.24% | 10/31/2028 | 150 | | | (4) | | | (4) | | | — | % |
Universal Pure, LLC | First lien senior secured term loan | S + | 6.00% | 10.24% | 10/31/2028 | 1,328 | | | 1,292 | | | 1,292 | | | 0.66 | % |
| | | | | | | | 5,519 | | | 5,530 | | | 2.85 | % |
Food products | | | | | | | | | | | | |
Icelandirect, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.73% | 7/30/2026 | $ | 38 | | | $ | 35 | | | $ | 36 | | | 0.02 | % |
Icelandirect, LLC | First lien senior secured term loan | L + | 6.00% | 10.73% | 7/30/2026 | 684 | | | 674 | | | 675 | | | 0.35 | % |
Starwest Botanicals Acquisition, LLC | First lien senior secured revolving loan | L + | 5.25% | 9.83% | 4/30/2027 | 174 | | | 172 | | | 168 | | | 0.09 | % |
Starwest Botanicals Acquisition, LLC | First lien senior secured term loan | L + | 5.25% | 9.63% | 4/30/2027 | 807 | | | 796 | | | 779 | | | 0.40 | % |
Sun Orchard, LLC | First lien senior secured revolving loan | S + | 5.25% | 9.69% | 7/8/2027 | 113 | | | 5 | | | 6 | | | — | % |
Sun Orchard, LLC | First lien senior secured term loan | S + | 5.25% | 10.09% | 7/8/2027 | 2,074 | | | 2,035 | | | 2,039 | | | 1.04 | % |
| | | | | | | | 3,717 | | | 3,703 | | | 1.90 | % |
Gas utilities | | | | | | | | | | | | |
Hydromax USA, LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.48% | 12/30/2026 | $ | 112 | | | $ | 110 | | | $ | 107 | | | 0.05 | % |
Hydromax USA, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.48% | 12/30/2026 | 228 | | | 156 | | | 149 | | | 0.08 | % |
Hydromax USA, LLC | First lien senior secured term loan | S + | 6.75% | 11.48% | 12/30/2026 | 1,235 | | | 1,216 | | | 1,181 | | | 0.60 | % |
| | | | | | | | 1,482 | | | 1,437 | | | 0.73 | % |
Health care equipment and supplies | | | | | | | | | | | | |
626 Holdings Equity, LLC | First lien senior secured delayed draw term loan | S + | 5.50% | 10.17% | 2/14/2028 | $ | 315 | | | $ | 105 | | | $ | 105 | | | 0.05 | % |
626 Holdings Equity, LLC | First lien senior secured revolving loan | P + | 4.50% | 12.00% | 2/14/2027 | 75 | | | 49 | | | 49 | | | 0.03 | % |
626 Holdings Equity, LLC | First lien senior secured term loan | S + | 5.50% | 10.72% | 2/14/2028 | 884 | | | 868 | | | 870 | | | 0.44 | % |
EMSAR Acquisition LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.34% | 3/30/2026 | 216 | | | 212 | | | 213 | | | 0.11 | % |
EMSAR Acquisition LLC | First lien senior secured revolving loan | S + | 6.50% | 11.34% | 3/30/2026 | 134 | | | 118 | | | 118 | | | 0.06 | % |
EMSAR Acquisition LLC | First lien senior secured term loan | S + | 6.50% | 11.34% | 3/30/2026 | 638 | | | 628 | | | 629 | | | 0.32 | % |
Medical Technology Associates, Inc. (6) | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 7/25/2028 | 38 | | | (1) | | | (1) | | | — | % |
Medical Technology Associates, Inc. | First lien senior secured term loan | S + | 6.00% | 10.84% | 7/25/2028 | 403 | | | 395 | | | 396 | | | 0.20 | % |
Reliable Medical Supply LLC | First lien senior secured delayed draw term loan | S + | 7.00% | 11.44% | 4/8/2025 | 67 | | | 66 | | | 66 | | | 0.03 | % |
Reliable Medical Supply LLC | First lien senior secured revolving loan | S + | 7.00% | 11.44% | 4/8/2025 | 138 | | | 39 | | | 40 | | | 0.02 | % |
Reliable Medical Supply LLC | First lien senior secured term loan | S + | 7.00% | 11.44% | 4/8/2025 | 751 | | | 737 | | | 743 | | | 0.38 | % |
SCA Buyer, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.38% | 1/20/2026 | 396 | | | 273 | | | 271 | | | 0.14 | % |
SCA Buyer, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.38% | 1/20/2026 | 133 | | | 77 | | | 76 | | | 0.04 | % |
SCA Buyer, LLC | First lien senior secured term loan | S + | 6.50% | 11.38% | 1/20/2026 | 757 | | | 740 | | | 737 | | | 0.38 | % |
The accompanying notes are an integral part of these consolidated financial statements
26
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Spectrum Solutions, LLC (6) | First lien senior secured revolving loan | L + | 6.00% | 10.38% | 3/5/2026 | 267 | | | (5) | | | (23) | | | (0.01) | % |
Spectrum Solutions, LLC | First lien senior secured term loan | L + | 6.00% | 10.38% | 3/5/2026 | 478 | | | 470 | | | 438 | | | 0.22 | % |
| | | | | | | | 4,771 | | | 4,727 | | | 2.41 | % |
Health care providers and services | | | | | | | | | | | | |
Agility Intermediate, Inc. | First lien senior secured delayed draw term loan | S + | 6.50% | 10.77% | 4/15/2026 | $ | 401 | | | $ | 104 | | | $ | 105 | | | 0.05 | % |
Agility Intermediate, Inc. | First lien senior secured revolving loan | S + | 6.50% | 11.34% | 4/15/2026 | 134 | | | 38 | | | 38 | | | 0.02 | % |
Agility Intermediate, Inc. | First lien senior secured term loan | S + | 6.50% | 11.34% | 4/15/2026 | 242 | | | 238 | | | 238 | | | 0.12 | % |
Apex Dental Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.16% | 11/23/2025 | 112 | | | 15 | | | 15 | | | 0.01 | % |
Apex Dental Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.16% | 11/23/2025 | 445 | | | 438 | | | 440 | | | 0.22 | % |
Apex Dental Partners, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.04% | 11/23/2025 | 150 | | | 65 | | | 66 | | | 0.03 | % |
Apex Dental Partners, LLC | First lien senior secured term loan | S + | 6.50% | 11.38% | 11/23/2025 | 622 | | | 612 | | | 614 | | | 0.31 | % |
ASC Ortho Management, LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 10.73% | 12/31/2026 | 359 | | | 322 | | | 322 | | | 0.16 | % |
ASC Ortho Management, LLC (6) | First lien senior secured revolving loan | L + | 6.00% | 10.73% | 12/31/2026 | 38 | | | (1) | | | (1) | | | — | % |
ASC Ortho Management, LLC | First lien senior secured term loan | L + | 6.00% | 10.73% | 12/31/2026 | 519 | | | 510 | | | 511 | | | 0.26 | % |
ASP Global Acquisition, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.34% | 1/21/2025 | 562 | | | 555 | | | 552 | | | 0.28 | % |
ASP Global Acquisition, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 11.34% | 1/21/2025 | 647 | | | (10) | | | (12) | | | (0.01) | % |
ASP Global Acquisition, LLC | First lien senior secured term loan | S + | 6.50% | 11.34% | 1/21/2025 | 2,306 | | | 2,270 | | | 2,263 | | | 1.16 | % |
Beacon Oral Specialists Management LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.34% | 12/14/2025 | 838 | | | 790 | | | 791 | | | 0.40 | % |
Beacon Oral Specialists Management LLC | First lien senior secured revolving loan | S + | 6.50% | 11.34% | 12/14/2025 | 188 | | | 69 | | | 69 | | | 0.04 | % |
Beacon Oral Specialists Management LLC | First lien senior secured term loan | S + | 6.50% | 11.34% | 12/14/2025 | 940 | | | 926 | | | 928 | | | 0.47 | % |
Behavior Frontiers, LLC (16) | First lien senior secured revolving loan | S + | 7.50% | 12.34% | 5/21/2026 | 38 | | | 18 | | | 15 | | | 0.01 | % |
Behavior Frontiers, LLC | First lien senior secured term loan | S + | 7.50% | 12.34% | 5/21/2026 | 656 | | | 645 | | | 597 | | | 0.31 | % |
Benefit Plan Administrators of Eau Claire, LLC (6) | First lien senior secured delayed draw term loan | S + | 5.50% | 9.19% | 6/7/2026 | 188 | | | (2) | | | (2) | | | — | % |
Benefit Plan Administrators of Eau Claire, LLC (6) | First lien senior secured revolving loan | S + | 5.50% | 9.19% | 6/7/2026 | 38 | | | (1) | | | — | | | — | % |
Benefit Plan Administrators of Eau Claire, LLC | First lien senior secured term loan | S + | 5.50% | 9.19% | 6/7/2026 | 824 | | | 812 | | | 814 | | | 0.42 | % |
Brightview, LLC | First lien senior secured delayed draw term loan | L + | 5.75% | 10.13% | 12/14/2026 | 107 | | | 47 | | | 47 | | | 0.02 | % |
Brightview, LLC (6) | First lien senior secured revolving loan | L + | 5.75% | 10.13% | 12/14/2026 | 52 | | | (1) | | | — | | | — | % |
Brightview, LLC | First lien senior secured term loan | L + | 5.75% | 10.13% | 12/14/2026 | 692 | | | 685 | | | 686 | | | 0.35 | % |
Canadian Orthodontic Partners Corp. (6)(7) | First lien senior secured delayed draw term loan | C + | 7.00% | 11.88% | 3/19/2026 | 140 | | | (1) | | | (3) | | | — | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured delayed draw term loan | C + | 7.00% | 11.88% | 3/19/2026 | 358 | | | 212 | | | 195 | | | 0.10 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured revolving loan | S + | 7.00% | 11.84% | 3/19/2026 | 107 | | | 105 | | | 104 | | | 0.05 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured revolving loan | C + | 7.00% | 11.88% | 3/19/2026 | 268 | | | 204 | | | 190 | | | 0.10 | % |
Canadian Orthodontic Partners Corp. (7) | First lien senior secured term loan | C + | 7.00% | 11.88% | 3/19/2026 | 225 | | | 176 | | | 162 | | | 0.08 | % |
Change Academy at Lake of the Ozarks, LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 9.98% | 8/2/2027 | 113 | | | (2) | | | (2) | | | — | % |
Change Academy at Lake of the Ozarks, LLC | First lien senior secured term loan | S + | 5.25% | 9.98% | 8/2/2027 | 1,773 | | | 1,740 | | | 1,743 | | | 0.89 | % |
The accompanying notes are an integral part of these consolidated financial statements
27
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Community Care Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.44% | 6/10/2026 | 223 | | | 163 | | | 165 | | | 0.08 | % |
Community Care Partners, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.44% | 6/10/2026 | 19 | | | — | | | — | | | — | % |
Community Care Partners, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.44% | 6/10/2026 | 75 | | | 14 | | | 14 | | | 0.01 | % |
Community Care Partners, LLC | First lien senior secured term loan | S + | 6.00% | 10.44% | 6/10/2026 | 953 | | | 942 | | | 946 | | | 0.48 | % |
Dermatology Medical Partners OpCo, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 11.21% | 10/29/2026 | 97 | | | 39 | | | 39 | | | 0.02 | % |
Dermatology Medical Partners OpCo, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.08% | 10/29/2026 | 38 | | | 16 | | | 16 | | | 0.01 | % |
Dermatology Medical Partners OpCo, LLC | First lien senior secured term loan | S + | 6.50% | 11.34% | 10/29/2026 | 321 | | | 314 | | | 314 | | | 0.16 | % |
EH Management Company, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.34% | 7/15/2026 | 38 | | | 22 | | | 22 | | | 0.01 | % |
EH Management Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.34% | 7/15/2026 | 970 | | | 954 | | | 957 | | | 0.49 | % |
Endodontic Practice Partners, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 10.90% | 11/2/2027 | 375 | | | 261 | | | 261 | | | 0.13 | % |
Endodontic Practice Partners, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.64% | 11/2/2027 | 38 | | | (1) | | | (1) | | | — | % |
Endodontic Practice Partners, LLC | First lien senior secured term loan | S + | 5.75% | 10.64% | 11/2/2027 | 662 | | | 649 | | | 649 | | | 0.33 | % |
Geriatric Medical and Surgical Supply, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 12/21/2025 | 300 | | | (4) | | | (4) | | | — | % |
Geriatric Medical and Surgical Supply, LLC | First lien senior secured term loan | S + | 6.00% | 10.84% | 12/21/2025 | 943 | | | 929 | | | 930 | | | 0.48 | % |
Golden Bear PT Partners, LLC | First lien senior secured delayed draw term loan | S + | 7.75% | 12.59% | 10/22/2026 | 333 | | | 167 | | | 162 | | | 0.08 | % |
Golden Bear PT Partners, LLC | First lien senior secured revolving loan | S + | 7.75% | 12.59% | 10/22/2026 | 38 | | | 7 | | | 6 | | | — | % |
Golden Bear PT Partners, LLC | First lien senior secured term loan | S + | 7.75% | 12.59% | 10/22/2026 | 1,544 | | | 1,510 | | | 1,488 | | | 0.76 | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 10.94% | 8/20/2026 | 67 | | | 66 | | | 67 | | | 0.03 | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 10.94% | 8/20/2026 | 112 | | | 111 | | | 111 | | | 0.06 | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured delayed draw term loan | S + | 6.50% | 10.94% | 8/20/2026 | 319 | | | 314 | | | 316 | | | 0.16 | % |
Guardian Dentistry Practice Management, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 10.94% | 8/20/2026 | 23 | | | — | | | — | | | — | % |
Guardian Dentistry Practice Management, LLC | First lien senior secured term loan | S + | 6.50% | 10.94% | 8/20/2026 | 521 | | | 511 | | | 515 | | | 0.26 | % |
IPC Pain Acquistion, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.44% | 5/19/2027 | 278 | | | (3) | | | (3) | | | — | % |
IPC Pain Acquistion, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.44% | 5/19/2027 | 25 | | | — | | | — | | | — | % |
IPC Pain Acquistion, LLC | First lien senior secured term loan | S + | 6.00% | 10.44% | 5/19/2027 | 177 | | | 174 | | | 175 | | | 0.09 | % |
Network Partners Acquisition, LLC (6) | First lien senior secured delayed draw term loan | L + | 6.00% | 10.73% | 12/30/2026 | 113 | | | (2) | | | (2) | | | — | % |
Network Partners Acquisition, LLC (6) | First lien senior secured revolving loan | L + | 6.00% | 10.73% | 12/30/2026 | 38 | | | (1) | | | (1) | | | — | % |
Network Partners Acquisition, LLC | First lien senior secured term loan | L + | 6.00% | 10.73% | 12/30/2026 | 392 | | | 386 | | | 386 | | | 0.20 | % |
NH Kronos Buyer, Inc. (6) | First lien senior secured revolving loan | S + | 10.00% | 14.24% | 11/1/2028 | 263 | | | (8) | | | (8) | | | — | % |
NH Kronos Buyer, Inc. | First lien senior secured term loan | S + | 6.25% | 10.49% | 11/1/2028 | 2,229 | | | 2,163 | | | 2,173 | | | 1.11 | % |
Peak Dental Services, LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.18% | 12/31/2025 | 603 | | | 13 | | | 8 | | | — | % |
Peak Dental Services, LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.18% | 12/31/2025 | 885 | | | 572 | | | 571 | | | 0.29 | % |
Peak Dental Services, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.48% | 12/31/2025 | 133 | | | 131 | | | 131 | | | 0.07 | % |
Peak Dental Services, LLC | First lien senior secured term loan | S + | 6.75% | 11.56% | 12/31/2025 | 585 | | | 576 | | | 578 | | | 0.30 | % |
Peak Investment Holdings, LLC | First lien senior secured delayed draw term loan | L + | 7.00% | 11.73% | 12/6/2024 | 603 | | | 13 | | | 8 | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements
28
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Peak Investment Holdings, LLC (6) | First lien senior secured revolving loan | L + | 7.00% | 11.73% | 12/6/2024 | 324 | | | (3) | | | (6) | | | — | % |
Peak Investment Holdings, LLC | First lien senior secured term loan | L + | 7.00% | 11.73% | 12/6/2024 | 1,288 | | | 1,275 | | | 1,265 | | | 0.65 | % |
Pentec Acquisition Corp. (6) | First lien senior secured revolving loan | L + | 6.00% | 10.38% | 10/8/2026 | 75 | | | (1) | | | (1) | | | — | % |
Pentec Acquisition Corp. | First lien senior secured term loan | L + | 6.00% | 10.38% | 10/8/2026 | 996 | | | 980 | | | 988 | | | 0.51 | % |
Propio LS, LLC | First lien senior secured revolving loan | S + | 5.50% | 10.46% | 8/2/2027 | 75 | | | 55 | | | 55 | | | 0.03 | % |
Propio LS, LLC | First lien senior secured term loan | S + | 5.50% | 10.38% | 8/2/2027 | 1,193 | | | 1,171 | | | 1,173 | | | 0.60 | % |
Purpose Home Health Acquisition, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.25% | 11.19% | 11/3/2027 | 150 | | | (3) | | | (3) | | | — | % |
Purpose Home Health Acquisition, LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.19% | 11/3/2027 | 38 | | | (1) | | | (1) | | | — | % |
Purpose Home Health Acquisition, LLC | First lien senior secured term loan | S + | 6.25% | 11.19% | 11/3/2027 | 353 | | | 345 | | | 345 | | | 0.18 | % |
Revival Animal Health, LLC | First lien senior secured revolving loan | S + | 6.50% | 11.23% | 4/6/2026 | 131 | | | 43 | | | 43 | | | 0.02 | % |
Revival Animal Health, LLC | First lien senior secured term loan | S + | 6.50% | 11.34% | 4/6/2026 | 1,021 | | | 1,006 | | | 1,009 | | | 0.52 | % |
RQM Buyer, Inc. | First lien senior secured delayed draw term loan | S + | 5.75% | 10.59% | 8/12/2026 | 84 | | | 83 | | | 84 | | | 0.04 | % |
RQM Buyer, Inc. | First lien senior secured revolving loan | S + | 5.75% | 10.52% | 8/12/2026 | 206 | | | 12 | | | 14 | | | 0.01 | % |
RQM Buyer, Inc. | First lien senior secured term loan | S + | 5.75% | 10.59% | 8/12/2026 | 1,694 | | | 1,668 | | | 1,682 | | | 0.86 | % |
Sage Dental Management, LLC (6) | First lien senior secured revolving loan | P + | 4.25% | 11.25% | 4/1/2024 | 75 | | | — | | | — | | | — | % |
Sage Dental Management, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 4/1/2024 | 947 | | | 940 | | | 941 | | | 0.48 | % |
SAMGI Buyer, Inc. (6) | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 4/14/2025 | 138 | | | (2) | | | (2) | | | — | % |
SAMGI Buyer, Inc. | First lien senior secured term loan | L + | 5.50% | 10.23% | 4/14/2025 | 720 | | | 709 | | | 712 | | | 0.36 | % |
SCP ENT and Allergy Services, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 9/25/2025 | 158 | | | (4) | | | (2) | | | — | % |
SCP ENT and Allergy Services, LLC (6) | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 9/25/2025 | 256 | | | (5) | | | (3) | | | — | % |
SCP ENT and Allergy Services, LLC | First lien senior secured term loan | S + | 6.00% | 10.84% | 9/25/2025 | 2,782 | | | 2,728 | | | 2,744 | | | 1.40 | % |
Signature Dental Partners LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 10.69% | 10/29/2026 | 179 | | | 148 | | | 149 | | | 0.08 | % |
Signature Dental Partners LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 10.69% | 10/29/2026 | 38 | | | (1) | | | (1) | | | — | % |
Signature Dental Partners LLC | First lien senior secured term loan | S + | 6.25% | 10.69% | 10/29/2026 | 861 | | | 843 | | | 845 | | | 0.43 | % |
Silver Falls MSO, LLC | First lien senior secured revolving loan | S + | 6.75% | 11.59% | 8/30/2024 | 235 | | | 231 | | | 226 | | | 0.12 | % |
Silver Falls MSO, LLC | First lien senior secured term loan | S + | 6.75% | 11.59% | 8/30/2024 | 1,290 | | | 1,277 | | | 1,253 | | | 0.64 | % |
SimiTree Acquisition LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.59% | 5/17/2026 | 13 | | | 4 | | | 4 | | | — | % |
SimiTree Acquisition LLC | First lien senior secured delayed draw term loan | S + | 6.75% | 11.59% | 5/17/2026 | 878 | | | 863 | | | 870 | | | 0.44 | % |
SimiTree Acquisition LLC (6) | First lien senior secured revolving loan | S + | 6.75% | 11.11% | 5/17/2026 | 178 | | | (3) | | | (2) | | | — | % |
SimiTree Acquisition LLC | First lien senior secured term loan | S + | 6.75% | 11.11% | 5/17/2026 | 1,227 | | | 1,208 | | | 1,216 | | | 0.62 | % |
SIMKO Merger Sub, LLC | First lien senior secured delayed draw term loan | S + | 7.00% | 11.84% | 4/7/2027 | 187 | | | 63 | | | 63 | | | 0.03 | % |
SIMKO Merger Sub, LLC | First lien senior secured revolving loan | S + | 7.00% | 11.36% | 4/7/2027 | 56 | | | 5 | | | 6 | | | — | % |
SIMKO Merger Sub, LLC | First lien senior secured term loan | S + | 7.00% | 11.84% | 4/7/2027 | 654 | | | 641 | | | 643 | | | 0.33 | % |
Southeast Primary Care Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 10.81% | 12/30/2025 | 523 | | | 464 | | | 465 | | | 0.24 | % |
Southeast Primary Care Partners, LLC | First lien senior secured revolving loan | S + | 6.25% | 11.09% | 12/30/2025 | 225 | | | 94 | | | 94 | | | 0.05 | % |
The accompanying notes are an integral part of these consolidated financial statements
29
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Southeast Primary Care Partners, LLC | First lien senior secured term loan | S + | 6.25% | 11.09% | 12/30/2025 | 862 | | | 847 | | | 849 | | | 0.43 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 1/27/2026 | 78 | | | 78 | | | 78 | | | 0.04 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 1/27/2026 | 112 | | | 47 | | | 47 | | | 0.02 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 1/27/2026 | 171 | | | 97 | | | 99 | | | 0.05 | % |
Southern Orthodontic Partners Management, LLC | First lien senior secured term loan | S + | 6.00% | 10.84% | 1/27/2026 | 1,355 | | | 1,333 | | | 1,345 | | | 0.69 | % |
Southern Sports Medicine Partners, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 2/23/2027 | 171 | | | 29 | | | 29 | | | 0.01 | % |
Southern Sports Medicine Partners, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.55% | 2/23/2027 | 60 | | | 24 | | | 24 | | | 0.01 | % |
Southern Sports Medicine Partners, LLC | First lien senior secured term loan | S + | 6.00% | 10.84% | 2/23/2027 | 638 | | | 629 | | | 630 | | | 0.32 | % |
Varsity DuvaSawko Operating Corp. (6) | First lien senior secured revolving loan | L + | 6.25% | 10.98% | 11/27/2024 | 474 | | | (4) | | | (3) | | | — | % |
Varsity DuvaSawko Operating Corp. | First lien senior secured term loan | L + | 6.25% | 10.98% | 11/27/2024 | 2,553 | | | 2,532 | | | 2,536 | | | 1.30 | % |
Vital Care Buyer, LLC | First lien senior secured revolving loan | P + | 4.25% | 11.75% | 10/19/2025 | 580 | | | 91 | | | 92 | | | 0.05 | % |
Vital Care Buyer, LLC | First lien senior secured term loan | L + | 5.25% | 9.98% | 10/19/2025 | 907 | | | 897 | | | 898 | | | 0.46 | % |
Western Veterinary Partners, LLC | First lien senior secured delayed draw term loan | S + | 7.25% | 12.09% | 10/29/2026 | 508 | | | 499 | | | 501 | | | 0.26 | % |
Western Veterinary Partners, LLC | First lien senior secured revolving loan | S + | 7.25% | 12.09% | 10/29/2026 | 24 | | | 1 | | | 1 | | | — | % |
Western Veterinary Partners, LLC | First lien senior secured term loan | S + | 7.25% | 12.09% | 10/29/2026 | 1,315 | | | 1,292 | | | 1,299 | | | 0.66 | % |
| | | | | | | | 47,801 | | | 47,767 | | | 24.40 | % |
Health care technology | | | | | | | | | | | | |
AHR Intermediate, Inc (6) | First lien senior secured delayed draw term loan | S + | 5.75% | 10.19% | 7/29/2027 | $ | 117 | | | $ | (1) | | | $ | (1) | | | — | % |
AHR Intermediate, Inc | First lien senior secured revolving loan | S + | 5.75% | 10.19% | 7/29/2027 | 150 | | | 12 | | | 14 | | | 0.01 | % |
AHR Intermediate, Inc | First lien senior secured term loan | S + | 5.75% | 10.19% | 7/29/2027 | 1,458 | | | 1,441 | | | 1,443 | | | 0.74 | % |
Millennia Patient Services, LLC (6) | First lien senior secured delayed draw term loan | L + | 6.00% | 10.38% | 3/8/2026 | 267 | | | (3) | | | (3) | | | — | % |
Millennia Patient Services, LLC | First lien senior secured revolving loan | L + | 6.00% | 10.38% | 3/8/2026 | 134 | | | 32 | | | 32 | | | 0.02 | % |
Millennia Patient Services, LLC | First lien senior secured term loan | L + | 6.00% | 10.38% | 3/8/2026 | 990 | | | 976 | | | 978 | | | 0.50 | % |
| | | | | | | | 2,457 | | | 2,463 | | | 1.27 | % |
Household durables | | | | | | | | | | | | |
Storm Smart Buyer LLC | First lien senior secured revolving loan | L + | 6.00% | 10.73% | 4/5/2026 | $ | 131 | | | $ | 77 | | | $ | 77 | | | 0.04 | % |
Storm Smart Buyer LLC | First lien senior secured term loan | L + | 6.00% | 10.73% | 4/5/2026 | 908 | | | 895 | | | 896 | | | 0.46 | % |
Trademark Global, LLC | First lien senior secured revolving loan | L + | 7.50% | 11.88% | 7/30/2024 | 114 | | | 103 | | | 99 | | | 0.05 | % |
Trademark Global, LLC | First lien senior secured term loan | L + | 7.50% | 11.88% | 7/30/2024 | 1,835 | | | 1,813 | | | 1,743 | | | 0.89 | % |
| | | | | | | | 2,888 | | | 2,815 | | | 1.44 | % |
Internet and direct marketing retail | | | | | | | | | | | | |
Aquatic Sales Solutions, LLC | First lien senior secured revolving loan | L + | 6.50% | 11.01% | 12/18/2025 | $ | 188 | | | $ | 105 | | | $ | 105 | | | 0.05 | % |
Aquatic Sales Solutions, LLC | First lien senior secured term loan | L + | 6.50% | 11.16% | 12/18/2025 | 2,515 | | | 2,475 | | | 2,481 | | | 1.27 | % |
DealerOn Inc. (6) | First lien senior secured revolving loan | S + | 5.50% | 9.94% | 11/19/2024 | 314 | | | (3) | | | (2) | | | — | % |
DealerOn Inc. | First lien senior secured term loan | S + | 5.50% | 9.94% | 11/19/2024 | 1,603 | | | 1,586 | | | 1,594 | | | 0.81 | % |
The accompanying notes are an integral part of these consolidated financial statements
30
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
| | | | | | | | 4,163 | | | 4,178 | | | 2.13 | % |
IT services | | | | | | | | | | | | |
ARC Healthcare Technologies, LLC | First lien senior secured delayed draw term loan | S + | 5.25% | 10.09% | 6/22/2025 | $ | 188 | | | $ | 17 | | | $ | 17 | | | 0.01 | % |
ARC Healthcare Technologies, LLC (6) | First lien senior secured revolving loan | S + | 5.25% | 10.09% | 6/22/2025 | 75 | | | (1) | | | (1) | | | — | % |
ARC Healthcare Technologies, LLC | First lien senior secured term loan | S + | 5.25% | 10.09% | 6/22/2025 | 1,410 | | | 1,395 | | | 1,398 | | | 0.71 | % |
E-Phoenix Acquisition Co. Inc. (6) | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 6/23/2027 | 75 | | | (1) | | | (1) | | | — | % |
E-Phoenix Acquisition Co. Inc. | First lien senior secured term loan | L + | 5.50% | 10.23% | 6/23/2027 | 1,430 | | | 1,416 | | | 1,419 | | | 0.73 | % |
FreshAddress, LLC (6) | First lien senior secured revolving loan | L + | 5.25% | 9.98% | 10/5/2025 | 30 | | | — | | | — | | | — | % |
FreshAddress, LLC | First lien senior secured term loan | L + | 5.25% | 9.98% | 10/5/2025 | 1,689 | | | 1,670 | | | 1,673 | | | 0.86 | % |
Icreon Holdings, LLC (6) | First lien senior secured revolving loan | S + | 6.50% | 10.94% | 10/26/2027 | 23 | | | (1) | | | (1) | | | — | % |
Icreon Holdings, LLC | First lien senior secured term loan | S + | 6.50% | 10.94% | 10/26/2027 | 367 | | | 358 | | | 358 | | | 0.18 | % |
P and R Dental Strategies, LLC (6) | First lien senior secured revolving loan | L + | 6.50% | 10.88% | 12/22/2026 | 23 | | | — | | | — | | | — | % |
P and R Dental Strategies, LLC | First lien senior secured term loan | L + | 6.50% | 10.88% | 12/22/2026 | 653 | | | 642 | | | 643 | | | 0.33 | % |
| | | | | | | | 5,495 | | | 5,505 | | | 2.82 | % |
Leisure equipment and products | | | | | | | | | | | | |
MacNeill Pride Group Corp. | First lien senior secured delayed draw term loan | S + | 6.25% | 11.09% | 4/22/2026 | $ | 501 | | | $ | 452 | | | $ | 453 | | | 0.23 | % |
MacNeill Pride Group Corp. | First lien senior secured revolving loan | S + | 6.25% | 11.09% | 4/22/2026 | 287 | | | 106 | | | 106 | | | 0.05 | % |
MacNeill Pride Group Corp. | First lien senior secured term loan | S + | 6.25% | 11.09% | 4/22/2026 | 867 | | | 860 | | | 863 | | | 0.44 | % |
Performance PowerSports Group Purchaser, Inc. (6) | First lien senior secured revolving loan | P + | 4.75% | 11.75% | 10/8/2026 | 56 | | | (1) | | | (1) | | | — | % |
Performance PowerSports Group Purchaser, Inc. | First lien senior secured term loan | S + | 5.75% | 10.59% | 10/8/2026 | 1,684 | | | 1,654 | | | 1,657 | | | 0.85 | % |
| | | | | | | | 3,071 | | | 3,078 | | | 1.57 | % |
Leisure products | | | | | | | | | | | | |
PHGP MB Purchaser, Inc. (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 5/27/2027 | $ | 113 | | | $ | (2) | | | $ | (2) | | | — | % |
PHGP MB Purchaser, Inc. | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 5/20/2027 | 75 | | | 20 | | | 21 | | | 0.01 | % |
PHGP MB Purchaser, Inc. | First lien senior secured term loan | S + | 6.00% | 10.84% | 5/20/2027 | 1,103 | | | 1,083 | | | 1,085 | | | 0.55 | % |
| | | | | | | | 1,101 | | | 1,104 | | | 0.56 | % |
Life sciences tools and services | | | | | | | | | | | | |
Aptitude Health Holdings, LLC (6) | First lien senior secured revolving loan | L + | 5.25% | 9.98% | 5/3/2026 | $ | 267 | | | $ | (4) | | | $ | (3) | | | — | % |
Aptitude Health Holdings, LLC | First lien senior secured term loan | L + | 5.25% | 9.98% | 5/3/2026 | 1,103 | | | 1,087 | | | 1,089 | | | 0.56 | % |
| | | | | | | | 1,083 | | | 1,086 | | | 0.56 | % |
Machinery | | | | | | | | | | | | |
Abrasive Technology Intermediate, LLC | First lien senior secured revolving loan | L + | 6.25% | 10.88% | 4/30/2026 | $ | 173 | | | $ | 50 | | | $ | 50 | | | 0.03 | % |
Abrasive Technology Intermediate, LLC | First lien senior secured term loan | L + | 6.25% | 10.40% | 4/30/2026 | 935 | | | 922 | | | 923 | | | 0.47 | % |
DNS IMI Acquisition Corp (6) | First lien senior secured delayed draw term loan | L + | 5.75% | 10.48% | 11/23/2026 | 75 | | | (1) | | | (1) | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements
31
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
DNS IMI Acquisition Corp | First lien senior secured revolving loan | P + | 4.75% | 12.25% | 11/23/2026 | 56 | | | 8 | | | 9 | | | — | % |
DNS IMI Acquisition Corp | First lien senior secured term loan | L + | 5.75% | 10.48% | 11/23/2026 | 1,648 | | | 1,621 | | | 1,624 | | | 0.83 | % |
Double E Company, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.00% | 10.55% | 6/21/2028 | 49 | | | — | | | — | | | — | % |
Double E Company, LLC | First lien senior secured revolving loan | P + | 5.00% | 12.50% | 6/21/2028 | 66 | | | 14 | | | 15 | | | 0.01 | % |
Double E Company, LLC | First lien senior secured term loan | S + | 6.00% | 10.55% | 6/21/2028 | 1,050 | | | 1,040 | | | 1,043 | | | 0.53 | % |
| | | | | | | | 3,654 | | | 3,663 | | | 1.87 | % |
Media | | | | | | | | | | | | |
ALM Media, LLC (6)(17) | First lien senior secured revolving loan | L + | 6.50% | 10.91% | 11/25/2024 | $ | 971 | | | $ | (9) | | | $ | (9) | | | — | % |
ALM Media, LLC | First lien senior secured term loan | L + | 6.50% | 10.91% | 11/25/2024 | 2,471 | | | 2,443 | | | 2,447 | | | 1.25 | % |
Exclusive Concepts, LLC | First lien senior secured delayed draw term loan | L + | 6.00% | 10.97% | 12/9/2026 | 225 | | | 169 | | | 170 | | | 0.09 | % |
Exclusive Concepts, LLC (6) | First lien senior secured revolving loan | L + | 6.00% | 11.15% | 12/9/2026 | 23 | | | — | | | — | | | — | % |
Exclusive Concepts, LLC | First lien senior secured term loan | L + | 6.00% | 11.15% | 12/9/2026 | 626 | | | 616 | | | 617 | | | 0.32 | % |
Infolinks Media Buyco, LLC (6) | First lien senior secured delayed draw term loan | L + | 5.50% | 10.23% | 11/1/2026 | 39 | | | — | | | — | | | — | % |
Infolinks Media Buyco, LLC (6) | First lien senior secured revolving loan | L + | 5.50% | 10.23% | 11/1/2026 | 38 | | | (1) | | | (1) | | | — | % |
Infolinks Media Buyco, LLC | First lien senior secured term loan | L + | 5.50% | 10.23% | 11/1/2026 | 1,152 | | | 1,134 | | | 1,135 | | | 0.58 | % |
The Channel Company, LLC | First lien senior secured revolving loan | S + | 5.50% | 9.94% | 11/1/2027 | 62 | | | 3 | | | 3 | | | — | % |
The Channel Company, LLC | First lien senior secured term loan | S + | 5.50% | 10.34% | 11/1/2027 | 2,347 | | | 2,311 | | | 2,321 | | | 1.19 | % |
| | | | | | | | 6,666 | | | 6,683 | | | 3.43 | % |
Metals and mining | | | | | | | | | | | | |
Copperweld Group, Inc. | First lien senior secured revolving loan | P + | 5.00% | 12.50% | 9/27/2024 | $ | 462 | | | $ | 52 | | | $ | 58 | | | 0.03 | % |
Copperweld Group, Inc. | First lien senior secured term loan | S + | 6.00% | 10.84% | 9/27/2024 | 2,285 | | | 2,234 | | | 2,268 | | | 1.16 | % |
| | | | | | | | 2,286 | | | 2,326 | | | 1.19 | % |
Personal products | | | | | | | | | | | | |
Cosmetic Solutions, LLC | First lien senior secured delayed draw term loan | L + | 5.75% | 10.48% | 10/17/2025 | $ | 364 | | | $ | 360 | | | $ | 357 | | | 0.18 | % |
Cosmetic Solutions, LLC (6) | First lien senior secured revolving loan | L + | 5.75% | 10.48% | 10/17/2025 | 344 | | | (4) | | | (6) | | | — | % |
Cosmetic Solutions, LLC | First lien senior secured term loan | L + | 5.75% | 10.48% | 10/17/2025 | 2,775 | | | 2,742 | | | 2,726 | | | 1.39 | % |
| | | | | | | | 3,098 | | | 3,077 | | | 1.57 | % |
Pharmaceuticals | | | | | | | | | | | | |
Bio Agri Mix Holdings Inc. (6)(7) | First lien senior secured revolving loan | C + | 5.75% | 10.63% | 7/23/2026 | $ | 30 | | | $ | — | | | $ | — | | | — | % |
Bio Agri Mix Holdings Inc. (6)(7) | First lien senior secured revolving loan | C + | 5.75% | 10.63% | 7/23/2026 | 75 | | | (1) | | | (1) | | | — | % |
Bio Agri Mix Holdings Inc. (7) | First lien senior secured term loan | C + | 5.75% | 10.63% | 7/23/2026 | 1,244 | | | 973 | | | 906 | | | 0.46 | % |
Formulated Buyer, LLC | First lien senior secured delayed draw term loan | L + | 5.25% | 10.40% | 9/22/2026 | 299 | | | 111 | | | 111 | | | 0.06 | % |
Formulated Buyer, LLC | First lien senior secured revolving loan | L + | 5.25% | 10.46% | 9/22/2026 | 188 | | | 72 | | | 72 | | | 0.04 | % |
Formulated Buyer, LLC | First lien senior secured term loan | L + | 5.25% | 10.40% | 9/22/2026 | 461 | | | 454 | | | 454 | | | 0.23 | % |
Maxor National Pharmacy Services, LLC (6) | First lien senior secured revolving loan | L + | 5.25% | 9.98% | 12/6/2027 | 84 | | | (1) | | | (1) | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements
32
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Maxor National Pharmacy Services, LLC | First lien senior secured term loan | L + | 5.25% | 9.98% | 12/6/2027 | 1,785 | | | 1,768 | | | 1,758 | | | 0.90 | % |
| | | | | | | | 3,376 | | | 3,299 | | | 1.69 | % |
Professional services | | | | | | | | | | | | |
Stax Holding Company, LLC (6)(18) | First lien senior secured revolving loan | L + | 5.00% | 9.73% | 10/29/2026 | $ | 60 | | | $ | (1) | | | $ | (1) | | | — | % |
Stax Holding Company, LLC | First lien senior secured term loan | L + | 5.00% | 9.73% | 10/29/2026 | 817 | | | 807 | | | 809 | | | 0.41 | % |
| | | | | | | | 806 | | | 808 | | | 0.41 | % |
Real estate management and development | | | | | | | | | | | | |
BBG Intermediate Holdings, Inc. (19) | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 1/8/2026 | $ | 233 | | | $ | — | | | $ | 1 | | | — | % |
BBG Intermediate Holdings, Inc. | First lien senior secured term loan | S + | 6.00% | 10.27% | 1/8/2026 | 1,884 | | | 1,857 | | | 1,867 | | | 0.95 | % |
MetaSource, LLC (6) | First lien senior secured delayed draw term loan | S + | 6.25% | 10.69% | 5/17/2027 | 49 | | | — | | | — | | | — | % |
MetaSource, LLC | First lien senior secured revolving loan | S + | 6.25% | 10.69% | 5/17/2027 | 75 | | | 14 | | | 14 | | | 0.01 | % |
MetaSource, LLC | First lien senior secured term loan | S + | 6.25% | 10.69% | 5/17/2027 | 936 | | | 927 | | | 930 | | | 0.48 | % |
| | | | | | | | 2,798 | | | 2,812 | | | 1.44 | % |
| | | | | | | | | | | | |
Semiconductors and semiconductor equipment | | | | | | | | | | | | |
Altamira Material Solutions, LP (6) | First lien senior secured revolving loan | L + | 5.50% | 9.84% | 9/2/2026 | $ | 45 | | | $ | (1) | | | $ | (1) | | | — | % |
Altamira Material Solutions, LP | First lien senior secured term loan | L + | 5.50% | 9.84% | 9/2/2026 | 722 | | | 710 | | | 711 | | | 0.36 | % |
| | | | | | | | 709 | | | 710 | | | 0.36 | % |
Software | | | | | | | | | | | | |
Affinitiv, Inc. (6) | First lien senior secured revolving loan | S + | 6.00% | 10.41% | 8/26/2024 | $ | 248 | | | $ | (2) | | | $ | (1) | | | — | % |
Affinitiv, Inc. | First lien senior secured term loan | S + | 6.00% | 10.41% | 8/26/2024 | 2,265 | | | 2,243 | | | 2,255 | | | 1.15 | % |
ShiftKey, LLC (6) | First lien senior secured revolving loan | S + | 5.75% | 10.59% | 6/21/2027 | 110 | | | (1) | | | (1) | | | — | % |
ShiftKey, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 6/21/2027 | 3,740 | | | 3,705 | | | 3,706 | | | 1.88 | % |
| | | | | | | | 5,945 | | | 5,959 | | | 3.03 | % |
Specialty retail | | | | | | | | | | | | |
Dykstra's Auto, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 10.39% | 10/22/2026 | $ | 186 | | | $ | 183 | | | $ | 183 | | | 0.09 | % |
Dykstra's Auto, LLC | First lien senior secured revolving loan | P + | 4.50% | 10.75% | 10/22/2026 | 38 | | | 15 | | | 15 | | | 0.01 | % |
Dykstra's Auto, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 10/22/2026 | 492 | | | 482 | | | 483 | | | 0.25 | % |
Kaizen Auto Care, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 12/22/2023 | 225 | | | 162 | | | 163 | | | 0.08 | % |
Kaizen Auto Care, LLC | First lien senior secured delayed draw term loan | S + | 6.00% | 10.84% | 12/22/2023 | 223 | | | 220 | | | 220 | | | 0.11 | % |
Kaizen Auto Care, LLC | First lien senior secured revolving loan | S + | 6.00% | 10.84% | 12/22/2026 | 38 | | | 29 | | | 29 | | | 0.01 | % |
Kaizen Auto Care, LLC | First lien senior secured term loan | S + | 6.00% | 10.84% | 12/22/2026 | 842 | | | 828 | | | 830 | | | 0.42 | % |
Leonard Group, Inc. | First lien senior secured revolving loan | S + | 6.00% | 10.79% | 2/26/2026 | 234 | | | 25 | | | 30 | | | 0.02 | % |
Leonard Group, Inc. | First lien senior secured term loan | S + | 6.00% | 10.84% | 2/26/2026 | 1,718 | | | 1,696 | | | 1,706 | | | 0.87 | % |
The accompanying notes are an integral part of these consolidated financial statements
33
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Pink Lily Holdings, LLC (6) | First lien senior secured revolving loan | L + | 6.50% | 10.88% | 11/16/2027 | 63 | | | (1) | | | (1) | | | — | % |
Pink Lily Holdings, LLC | First lien senior secured term loan | L + | 6.50% | 10.88% | 11/16/2027 | 1,357 | | | 1,337 | | | 1,339 | | | 0.68 | % |
Soccer Post Acquisition, LLC | First lien senior secured delayed draw term loan | S + | 5.75% | 10.91% | 6/30/2027 | 38 | | | 35 | | | 35 | | | 0.02 | % |
Soccer Post Acquisition, LLC | First lien senior secured revolving loan | S + | 5.75% | 10.59% | 6/30/2027 | 38 | | | 22 | | | 22 | | | 0.01 | % |
Soccer Post Acquisition, LLC | First lien senior secured term loan | S + | 5.75% | 10.59% | 6/30/2027 | 705 | | | 694 | | | 695 | | | 0.36 | % |
| | | | | | | | 5,727 | | | 5,749 | | | 2.93 | % |
Trading companies and distributors | | | | | | | | | | | | |
AFC Industries, Inc. | First lien senior secured delayed draw term loan | S + | 6.25% | 10.80% | 4/9/2027 | $ | 352 | | | $ | 348 | | | $ | 343 | | | 0.18 | % |
AFC Industries, Inc. | First lien senior secured delayed draw term loan | S + | 6.25% | 10.80% | 4/9/2027 | 234 | | | 189 | | | 188 | | | 0.10 | % |
AFC Industries, Inc. (20) | First lien senior secured revolving loan | S + | 6.25% | 10.79% | 10/9/2026 | 156 | | | 64 | | | 62 | | | 0.03 | % |
AFC Industries, Inc. | First lien senior secured term loan | S + | 6.25% | 10.68% | 4/9/2027 | 767 | | | 758 | | | 748 | | | 0.38 | % |
Banner Buyer, LLC | First lien senior secured delayed draw term loan | L + | 5.75% | 10.13% | 10/31/2025 | 569 | | | 565 | | | 568 | | | 0.29 | % |
Banner Buyer, LLC | First lien senior secured revolving loan | L + | 5.75% | 10.13% | 10/31/2025 | 370 | | | 71 | | | 72 | | | 0.04 | % |
Banner Buyer, LLC | First lien senior secured term loan | L + | 5.75% | 10.13% | 10/31/2025 | 1,371 | | | 1,358 | | | 1,363 | | | 0.70 | % |
Empire Equipment Company, LLC | First lien senior secured revolving loan | S + | 5.50% | 9.80% | 1/17/2025 | 439 | | | 215 | | | 215 | | | 0.11 | % |
Empire Equipment Company, LLC | First lien senior secured term loan | S + | 5.50% | 9.94% | 1/17/2025 | 1,547 | | | 1,530 | | | 1,533 | | | 0.78 | % |
Montway LLC | First lien senior secured delayed draw term loan | S + | 6.25% | 11.06% | 11/4/2025 | 675 | | | 665 | | | 665 | | | 0.34 | % |
Montway LLC (6) | First lien senior secured revolving loan | S + | 6.25% | 11.47% | 11/4/2025 | 150 | | | (2) | | | (2) | | | — | % |
Montway LLC | First lien senior secured term loan | S + | 6.25% | 11.47% | 11/4/2025 | 716 | | | 704 | | | 705 | | | 0.36 | % |
Shearer Supply, LLC | First lien senior secured revolving loan | P + | 4.25% | 11.75% | 9/17/2027 | 113 | | | 81 | | | 81 | | | 0.04 | % |
Shearer Supply, LLC | First lien senior secured term loan | S + | 5.25% | 10.09% | 9/17/2027 | 924 | | | 909 | | | 911 | | | 0.47 | % |
Triad Technologies, LLC (6) | First lien senior secured revolving loan | L + | 4.75% | 9.48% | 10/31/2025 | 314 | | | (3) | | | (3) | | | — | % |
Triad Technologies, LLC | First lien senior secured term loan | S + | 5.50% | 10.23% | 10/31/2025 | 931 | | | 921 | | | 923 | | | 0.47 | % |
| | | | | | | | 8,373 | | | 8,372 | | | 4.29 | % |
Water utilities | | | | | | | | | | | | |
Diamondback Buyer, LLC (6) | First lien senior secured revolving loan | S + | 5.50% | 10.38% | 7/22/2026 | $ | 75 | | | $ | (1) | | | $ | (1) | | | — | % |
Diamondback Buyer, LLC | First lien senior secured term loan | S + | 5.50% | 10.17% | 7/22/2026 | 1,201 | | | 1,179 | | | 1,186 | | | 0.61 | % |
| | | | | | | | 1,178 | | | 1,185 | | | 0.61 | % |
Total non-controlled/non-affiliated senior secured debt | | | | | | | | $ | 180,510 | | | $ | 179,768 | | | 91.91 | % |
Non-controlled/non-affiliated sponsor subordinated note | | | | | | | | | | | | |
Trading companies and distributors | | | | | | | | | | | | |
Empire Equipment Company, LLC | Sponsor subordinated note | 12.50% + 7.00% PIK | | 7/17/2025 | | | $ | 11 | | | $ | 12 | | | 0.01 | % |
Shearer Supply, LLC | Sponsor subordinated note | 12.50% + 7.00% PIK | | 3/17/2028 | | | 5 | | | 5 | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements
34
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(2) | Investment | Reference Rate and Spread(5) | Interest Rate | Maturity Date | Principal/ Par Amount(3) | | Amortized Cost(4) | | Fair Value | | Percentage of Net Assets |
Total non-controlled/non-affiliated sponsor subordinated note | | | | | | | | 16 | | | 17 | | | 0.01 | % |
Total non-controlled/non-affiliated investments | | | | | | | | $ | 180,526 | | | $ | 179,785 | | | 91.92 | % |
| | | | | | | | | | | | |
Non-controlled/affiliated investments | | | | | | | | | | | | |
Multisector holdings | | | | | | | | | | | | |
Twin Brook Equity Holdings, LLC (21) (22) (23) | Equity - 1.90% membership interest | | | | | | | $ | 7,123 | | | 10,333 | | | 5.28 | % |
Twin Brook Segregated Equity Holdings, LLC (21) (22) (23) | Equity - 2.11% membership interest | | | | | | | 14 | | | 21 | | | 0.01 | % |
Total non-controlled/affiliated investments | | | | | | | | $ | 7,137 | | | $ | 10,354 | | | 5.29 | % |
Total investments | | | | | | | | $ | 187,663 | | | $ | 190,139 | | | 97.21 | % |
(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Unless otherwise indicated, all investments represent co-investments made with the Company's affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.
(3)Principal/par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Canadian Dollars ("C$").
(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. As of December 31, 2022, the reference rates for the floating rate loans were the Term SOFR of 4.30% and the Prime Rate of 7.50%.
(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of December 31, 2022. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.
(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2022, non-qualifying assets (foreign investments and derivative contracts) represented approximately 5.55% of the total assets of the Company.
(8)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 6.00%.
(9)Principal balance includes reserve for letter of credit of $15,654 on which the borrower pays 7.00%.
(10)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.
(11)Principal balance includes reserve for letter of credit of $2,145 on which the borrower pays 6.75%.
The accompanying notes are an integral part of these consolidated financial statements
35
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
(12)Principal balance includes reserve for letter of credit of $9,735 on which the borrower pays 6.00%.
(13)Principal balance includes reserve for letter of credit of $2,851 on which the borrower pays 6.25%.
(14)Principal balance includes reserve for letter of credit of $2,620 on which the borrower pays 7.00%.
(15)Principal balance includes reserve for letter of credit of $3,337 on which the borrower pays 6.00%.
(16)Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 7.50%.
(17)Principal balance includes reserve for letter of credit of $141,677 on which the borrower pays 0.00%.
(18)Principal balance includes reserve for letter of credit of $1,013 on which the borrower pays 5.00%.
(19)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.00%.
(20)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 6.25%
(21)As a practical expedient, the Company uses net asset value ("NAV") to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.
(22)Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $10,354 or 5.29% of the Company's net assets.
(23)Non-income producing investment.
The accompanying notes are an integral part of these consolidated financial statements
36
AG Twin Brook BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands)
Additional Information
Foreign currency forward contracts
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Currency Purchased | | Currency Sold | | Settlement | | Unrealized Appreciation/ (Depreciation) |
Wells Fargo Bank, National Association | | CAD 48 | | USD 35 | | 1/23/2023 | | $ | — | |
Wells Fargo Bank, National Association | | USD 640 | | CAD 872 | | 1/23/2023 | | (4) | |
Wells Fargo Bank, National Association | | USD 921 | | CAD 1,262 | | 1/23/2023 | | (11) | |
Total | | | | | | | | $ | (15) | |
| | | | | | | | |
Currency Abbreviations: | | | | | | | | |
USD - U.S. Dollar | | | | | | | | |
CAD - Canadian Dollar | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements
37
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
AG Twin Brook BDC, Inc. (the “Company”), formerly known as 1889 BDC, Inc., is a Delaware corporation which was formed on February 4, 2016. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company has elected to be treated as a Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company seeks to provide risk-adjusted returns and current income to investors by investing primarily in senior secured debt of middle market companies. The Company may also invest opportunistically in other parts of the capital structure, including senior secured stretch and unitranche facilities, second lien loans, mezzanine and mezzanine-related loans, and equity investments, as well as select other subordinated instruments either directly or through acquisitions in the secondary market.
AG Twin Brook Manager, LLC (the “Advisor”), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), serves as the investment adviser of the Company. The Advisor is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940.
Twin Brook Capital Partners, LLC (“TBCP”) is an affiliate of Angelo Gordon and provides collateral agent, administrative and other services with respect to certain investments held by the Company. Twin Brook Capital Servicer, LLC (“TBCS”) is an affiliate of Angelo Gordon and provides loan servicing with respect to certain investments held by the Company.
The Company conducts private offerings (each, a “Private Offering”), where investors make a capital commitment to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company. Investors will be required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice. The initial closing of the Private Offering occurred on July 19, 2019 (the “Initial Closing”), and additional closings of the Private Offering are expected to occur from time to time as determined by the Company. Upon the earlier to occur of (i) a Qualified IPO (as defined below), and (ii) the five year anniversary of the Initial Closing, investors will be released from any further obligation to purchase additional shares, subject to certain exceptions. A “Qualified IPO” is an initial public offering (“IPO”) of the Company’s common stock that results in an unaffiliated public float of at least the lower of (A) $60 million and (B) 17.5% of the aggregate capital commitments received prior to the date of such initial public offering.
The Company commenced its loan origination and investment activities with the initial drawdown from investors in the Private Offering on July 29, 2019 (the commencement of operations). The Company made its first portfolio company investment in August 2019.
Note 2. Significant Accounting Policies
Basis of Accounting
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein. The Company commenced operations on July 29, 2019 and its fiscal year ends on December 31.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2023.
Principles of Consolidation
The Company conducts certain of its activities through its wholly-owned subsidiaries Twin Brook Capital Funding XVIII, LLC and Twin Brook Equity XVIII Corp. The Company consolidates wholly-owned subsidiaries that are controlled by the Company. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash is comprised of cash on deposit with major financial institutions. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
Investment Related Transactions, Revenue Recognition and Expenses
Investment transactions and the related revenue and expenses are recorded on a trade-date basis. Realized gains and losses on investment transactions are determined using the specific identification method. All costs associated with consummated investments are included in the cost of such investments. Broken deal expenses incurred in connection with investment transactions which are not successfully consummated are expensed as a component of “Other” expense on the consolidated statement of operations.
Interest income and interest expense are recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Company and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.
Paydown gains and losses on investments in debt instruments are reported in “Interest” income on the consolidated statement of operations. Interest received in-kind, computed at the contractual rate specified in each investment agreement, is added to the principal balance of the investment and reported as “Interest” income on the consolidated statement of operations. The Company records dividend income from private securities pursuant to the terms of the respective investments.
The Company may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Company on an ongoing basis. These fees and any other income are recognized as earned as a component of "Other" income on the consolidated statement of operations.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Investments at Fair Value
The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). ASC 820 establishes three levels of the fair value hierarchy as follows:
Level 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;
Level 3Inputs that are unobservable.
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, interest rates, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company’s perceived risk of that instrument.
The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company, the Board, and the Advisor in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
Investments in investment funds include vehicles structured for the purpose of investing in privately held common and preferred equity interests. Fair values are generally determined utilizing the NAV supplied by, or on behalf of, management of each investment fund, which is net of management and incentive fees or allocations charged by the investment fund, if applicable, and is in accordance with the “practical expedient”, as defined by FASB Accounting Standards Update (“ASU”) 2009-12, Investments in Certain Entities that Calculate Net Asset Value per Share. NAVs received by, or on behalf of, management of each investment fund are based on the fair value of the investment funds’ underlying investments in accordance with policies established by management of each investment fund, as described in each of their financial statements and offering memorandum. Withdrawals and distributions from investments in investment funds are at the discretion of the Advisor and may depend on the liquidation of underlying assets. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.
The Board has designated the Advisor as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), and in that role, the Advisor is responsible for performing fair value determinations relating to all
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
of the Company’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. Even though the Board designated the Advisor as “valuation designee” the Board ultimately responsible for fair value determinations under the 1940 Act.
Under the valuation policies and procedures that have been approved by the Board, the Advisor conducts a multi-step valuation process, which includes, among other procedures, the following:
•The valuation process begins with each investment being initially valued by using certain inputs provided by, among other inputs, the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.
•The Advisor’s management reviews the preliminary valuations with the investment professionals.
•The Advisor determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith, based on, among other things, the input of the Advisor and, where applicable, other third parties. Valuation determinations are presented to the Board.
When determining the fair value of Level 3 investments, the Advisor may take into account the following factors, where relevant: recent transactions, the enterprise value of the underlying company, the nature and realizable value of any collateral, the underlying company’s ability to make payments and its earnings and discounted cash flows, the markets in which the underlying company does business, financial covenants, the seniority of the financial instrument in the capital structure of the company, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Advisor will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Advisor uses a market interest rate yield analysis to determine fair value.
The Company’s investments trade infrequently and when they are traded, the price may be unobservable, and as a result, multiple external pricing sources may not be available. In such instances, the Advisor may use an internal pricing model as either a corroborating or sole data point in determining the price. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty. The Advisor generally engages third party firm(s) to assist in validating certain financial instruments where multiple external prices cannot be obtained. The third party firm(s) either independently determine prices or assess the reasonableness of the Advisor’s prices. The analyses provided by such third party firm(s) are reviewed and considered by the Advisor. As part of the risk management process, the Advisor reviews and analyzes the prices obtained from external pricing sources to evaluate their reliability and accuracy, which includes identifying and excluding vendor prices and broker quotations that the Advisor believes does not reflect fair value. In addition, the Advisor’s valuation committee meets regularly and engages in ongoing reviews of the valuation processes and procedures including reviews of methodology, ongoing accuracy, source quality and independence. Such reviews include, but are not limited to, comparison of current vendor prices and broker quotations against ongoing daily trading activity, vendor due diligence, and back testing.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within net realized and unrealized gain (loss) on investments on the consolidated statement of operations. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized gain (loss) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Foreign Currency Forward Contracts
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized gain (loss) on foreign currency forward contracts are recorded on the consolidated statements of assets and liabilities on a gross basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the consolidated schedules of investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized gain (loss) on foreign currency forward contracts recorded on the consolidated statements of operations.
Offering Costs
Offering costs in connection with the offering of common shares of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Deferred Financing Costs
Deferred financing costs consist of financing costs incurred in connection with obtaining the Company’s subscription facility. Such financing costs are capitalized and amortized over the life of the facility utilizing the straight-line method. For the three months ended March 31, 2022, the Company amortized approximately $47,000 of financing costs which have been included in “Interest” expense on the consolidated statements of operations. As of March 31, 2023, there were no such facilities outstanding.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Deferred Income
Deferred income consists of annual administrative agent fees received in connection with the servicing of certain loan investments. Such fees are deferred when received and recognized as earned over the applicable period. For the three months ended March 31, 2023, the Company received approximately $69,000 of agent fees. During the three months ended March 31, 2023, approximately $83,000 of agent fees, respectively, have been recognized as earned and included in “Other” income on the consolidated statements of operations. For the three months ended March 31, 2022, the Company received approximately $59,000 of agent fees, respectively. During the three months ended March 31, 2022, approximately $68,000 of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations.
Income Taxes
The Company has elected to be regulated as a BDC under the 1940 Act. The Company also has elected to be treated as a Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes timely to its shareholders as dividends. To the extent the Company continues to qualify as a RIC, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To continue to qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to continue to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. The Company will generally be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income or gains in respect of any calendar year, unless it distributes annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the one-year period ending on October 31 in such calendar year and (iii) any net ordinary income and capital gain net income recognized, but not distributed, in preceding years. The Company, at its discretion, may carry forward taxable income for distribution in the following taxable year and pay the applicable U.S. federal excise tax. For the three months ended March 31, 2023 and 2022, the Company did not accrue U.S. federal excise tax.
The Company conducts certain of its activities through its wholly-owned subsidiary, Twin Brook Equity XVIII Corp., a Delaware C corporation. Twin Brook Equity XVIII Corp. is treated as a corporation for United States federal income tax purposes and is subject to U.S. federal, state or local income tax. For the three months ended March 31, 2023, the Company accrued a current federal tax provision of $206,000 and a deferred federal tax provision of $536,000 related to Twin Brook Equity XVIII Corp. The Company did not accrue any U.S. federal tax expense for the three months ended March 31, 2022, related to Twin Brook Equity XVIII Corp.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no tax penalties, and no interest associated with income taxes was incurred through March 31, 2023.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Loan Syndications and Participations
The Company may originate certain loans and then syndicate all or a portion of those loans to a third party. For the three months ended March 31, 2023, the Company earned approximately $16,000 of syndication and other origination fee income, which is included in “Other” income on the consolidated statement of operations. For the three months ended March 31, 2022, the Company earned approximately $81,000 of syndication and other origination fee income, which is included in “Other” income on the consolidated statement of operations.
The Company follows the guidance in Accounting Standards Codification (“ASC”) Topic 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on the consolidated statement of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no participations that were accounted for as secured borrowings during the period.
Dividends
Dividends to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter. The Company intends to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such dividends. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed dividends to stockholders.
Note 3. Investments
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled affiliated investments.
Investments at fair value and amortized cost consisted of the following as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
(Amounts in thousands) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
First lien senior secured debt | $ | 175,863 | | | $ | 174,487 | | | $ | 180,510 | | | $ | 179,768 | |
Sponsor subordinated note | 16 | | | 18 | | | 16 | | | 17 | |
Investment in affiliated funds | 7,044 | | | 9,610 | | | 7,137 | | | 10,354 | |
Total investments | $ | 182,923 | | | $ | 184,115 | | | $ | 187,663 | | | $ | 190,139 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
The industry composition of investments based on fair value as of March 31, 2023 and December 31, 2022 was as follows:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
Aerospace and defense | 1.2 | % | | 1.1 | % |
Air freight and logistics | 0.4 | % | | 0.4 | % |
Auto components | 1.8 | % | | 1.7 | % |
Chemicals | 4.2 | % | | 4.0 | % |
Commercial services and supplies | 5.6 | % | | 5.4 | % |
Construction and engineering | 1.9 | % | | 1.8 | % |
Containers and packaging | 2.6 | % | | 2.6 | % |
Distributors | 0.5 | % | | 0.5 | % |
Diversified consumer services | 5.6 | % | | 7.5 | % |
Electrical equipment | 0.7 | % | | 0.7 | % |
Electronic equipment, instruments and components | 1.5 | % | | 1.4 | % |
Food and staples retailing | 2.7 | % | | 2.9 | % |
Food products | 2.0 | % | | 1.9 | % |
Gas utilities | 0.8 | % | | 0.8 | % |
Health care equipment and supplies | 2.6 | % | | 2.5 | % |
Health care providers and services | 25.7 | % | | 25.2 | % |
Health care technology | 1.3 | % | | 1.3 | % |
Household durables | 1.5 | % | | 1.5 | % |
Industrial Conglomerates | 0.5 | % | | — | % |
Internet and direct marketing retail | 2.3 | % | | 2.2 | % |
IT services | 3.0 | % | | 2.9 | % |
Leisure equipment and products | 1.6 | % | | 1.6 | % |
Leisure products | 0.6 | % | | 0.6 | % |
Life sciences tools and services | 0.6 | % | | 0.6 | % |
Machinery | 2.0 | % | | 1.9 | % |
Media | 3.6 | % | | 3.6 | % |
Metals and mining | 1.3 | % | | 1.2 | % |
Multisector holdings | 5.2 | % | | 5.5 | % |
Personal products | 1.6 | % | | 1.6 | % |
Pharmaceuticals | 0.9 | % | | 1.7 | % |
Professional services | 0.4 | % | | 0.4 | % |
Real estate management and development | 1.6 | % | | 1.5 | % |
Semiconductors and semiconductor equipment | 0.4 | % | | 0.4 | % |
Software | 3.3 | % | | 3.1 | % |
Specialty retail | 3.1 | % | | 3.0 | % |
Trading companies and distributors | 4.8 | % | | 4.4 | % |
Water utilities | 0.7 | % | | 0.6 | % |
Total | 100.0 | % | | 100.0 | % |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
As of March 31, 2023, 99.1% of investments held were based in the United States and 0.9% were based in Canada. As of December 31, 2022, 99.2% of investments were based in the United States and 0.8% were based in Canada.
Note 4. Fair Value of Investments
Fair Value Disclosures
The following tables present the fair value hierarchy of financial instruments as of March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Assets at Fair Value as of March 31, 2023 |
(Amounts in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
First lien senior secured debt | $ | — | | | $ | — | | | $ | 174,487 | | | $ | 174,487 | |
Sponsor subordinated note | — | | | — | | | 18 | | | 18 | |
Foreign currency forward contracts | — | | | 8 | | — | | | 8 | |
Total | $ | — | | | $ | 8 | | | $ | 174,505 | | | $ | 174,513 | |
Investments measured at net asset value(1) | | | | | | | 9,610 | |
Total financial instruments, at fair value | | | | | | | $ | 184,123 | |
(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
The following tables present the fair value hierarchy of financial instruments as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Assets at Fair Value as of December 31, 2022 |
(Amounts in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
First lien senior secured debt | $ | — | | | $ | — | | | $ | 179,768 | | | $ | 179,768 | |
Sponsor subordinated note | — | | | — | | | 17 | | | 17 | |
Total | $ | — | | | $ | — | | | $ | 179,785 | | | $ | 179,785 | |
Investments measured at net asset value(1) | | | | | | | 10,354 | |
Total financial instruments, at fair value | | | | | | | $ | 190,139 | |
(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
| | | | | | | | | | | | | | | | | | | | | | | |
| Liabilities at Fair Value as of December 31, 2022 |
(Amounts in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Foreign currency forward contracts | $ | — | | | $ | 15 | | | $ | — | | | $ | 15 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Level 3 Assets at Fair Value for the Three Months Ended March 31, 2023* |
(Amounts in thousands) | Balance 1/1/2023 | | Purchases and Drawdowns | | Sales and Paydowns | | Other** | | Realized Gains/ (Losses) | | Change in Unrealized Appreciation/(Depreciation) | | Balance 3/31/2023 | | Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 3/31/2023 |
First lien senior secured debt | $ | 179,768 | | | $ | 4,718 | | | $ | (9,740) | | | $ | 376 | | | $ | (1) | | | $ | (634) | | | $ | 174,487 | | | $ | (633) | |
Sponsor subordinated notes | 17 | | | — | | | — | | | — | | | — | | | 1 | | | 18 | | | — | |
Total | $ | 179,785 | | | $ | 4,718 | | | $ | (9,740) | | | $ | 376 | | | $ | (1) | | | $ | (633) | | | $ | 174,505 | | | $ | (633) | |
*Gains and losses are included in their respective captions in the consolidated statement of operations.
**Includes accretion, paydown gains/(losses) and interest received in-kind on debt instruments, where applicable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Level 3 Assets at Fair Value for the Three Months Ended March 31, 2022* |
(Amounts in thousands) | Balance 1/1/2022 | | Purchases and Drawdowns | | Sales and Paydowns | | Other** | | Realized Gains/ (Losses) | | Change in Unrealized Appreciation/(Depreciation) | | Balance 3/31/2022 | | Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 3/31/2022 |
First lien senior secured debt | $ | 151,105 | | | $ | 13,043 | | | $ | (10,888) | | | $ | 229 | | | $ | 35 | | | $ | 188 | | | $ | 153,712 | | | $ | 176 | |
Sponsor subordinated note | 16 | | | — | | | — | | | — | | | — | | | — | | | 16 | | | — | |
Total | $ | 151,121 | | | $ | 13,043 | | | $ | (10,888) | | | $ | 229 | | | $ | 35 | | | $ | 188 | | | $ | 153,728 | | | $ | 176 | |
*Gains and losses are included in their respective captions in the consolidated statement of operations.
**Includes accretion, paydown gains/(losses) and interest received in-kind on debt instruments, where applicable.
Significant Unobservable Inputs
In accordance with ASC 820, the following tables provide quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2023 and December 31, 2022. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset Class | | Fair Value as of 3/31/23 | | Valuation Techniques | Significant Unobservable Inputs | | Input Ranges | | Weighted Average (1) | | Impact to Valuation from an Increase in Input |
| | (Amounts in thousands) | | | | | | | | | |
First lien senior secured debt | | $ | 171,360 | | | Discounted cash flow | Yield | | 9.2% - 17.7% | | 11.0 | % | | Decrease |
| | 2,283 | | | Market comparable | Forward EBITDA multiple | | 41.9x | | 41.9x | | Increase |
Sponsor subordinated notes | | 18 | | | Market comparable | LTM EBITDA multiple | | 7.0x - 7.6x | | 7.4x | | Increase |
| | $ | 173,661 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset Class | | Fair Value as of 12/31/22 | | Valuation Techniques | Significant Unobservable Inputs | | Input Ranges | | Weighted Average (1) | | Impact to Valuation from an Increase in Input |
| | (Amounts in thousands) | | | | | | | | | |
First lien senior secured debt | | $ | 171,353 | | | Discounted cash flow | Yield | | 9.6% - 16.9% | | 11.1 | % | | Decrease |
| | 2,323 | | | Market comparable | Forward EBITDA multiple | | 8.8x | | 8.8x | | Increase |
Sponsor subordinated notes | | 17 | | | Market comparable | LTM EBITDA multiple | | 7.1x | | 7.1x | | Increase |
| | $ | 173,693 | | | | | | | | | | |
(1)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.
The Company’s other Level 3 investments have been valued primarily using recent transactions. The significant unobservable input used in the discounted cash flow is the yield. The yield is used to discount the estimated future cash flows expected to be received from the underlying investment. The Company considers the portfolio company performance since close, the leverage used by the portfolio company relative to its total enterprise value and other risks associated with an investment in determining the yield. The significant unobservable input used in the market comparable is the latest twelve month “LTM” EBITDA multiple.
Note 5. Subscription Facility
In accordance with the 1940 Act, the Company can borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowings, subject to certain limitations. There were no outstanding borrowings as of March 31, 2023 and December 31, 2022.
On August 14, 2019, the Company entered into a revolving credit facility (the “Subscription Facility”) with Wells Fargo Bank, National Association (the “Lender”). The Subscription Facility enabled the Company to request loans from the Lender up to a maximum commitment of $15 million. The borrowings under the Subscription Facility are collateralized by the eligible unfunded capital commitments of investors in the Company. The total amount available under the Subscription Facility may be reduced as a result of decreases in
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
the unfunded capital commitments of investors in the Company as well as other provisions of the Subscription Facility. On May 4, 2022, the Company terminated the Subscription Facility's revolving credit agreement.
Borrowings under the Subscription Facility bore interest at either (i) LIBOR plus the applicable margin of 1.50%, if the borrowing was a LIBOR Rate Loan or (ii) the Prime Rate plus the applicable margin of 0.50%, if the borrowing was a Reference Rate Loan. In addition, the Company paid an unused commitment fee of 0.20% per annum on the daily unused commitments of the Lender. The maturity date of the Subscription Facility was August 12, 2022.
The Subscription Facility contained representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type.
There were no debt obligations as of March 31, 2023 and December 31, 2022.
For the three months ended March 31, 2023 and 2022, the components of interest expense were as follows:
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Interest expense | $ | — | | | $ | 8 | |
Amortization of deferred financing costs | — | | | 47 | |
Total interest expense | $ | — | | | $ | 55 | |
Average interest rate | N/A | | N/A |
Average daily borrowings | N/A | | N/A |
Note 6. Agreements and Related Party Transactions
Administration Agreement
On June 26, 2019, the Company entered into an Administration Agreement (the “Administration Agreement”) with Angelo Gordon (the “Administrator”). Under the terms of the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
The Company reimburses the Administrator for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for it by such affiliate or third party.
Unless earlier terminated as described below, the Administration Agreement will remain in effect until June 26, 2023 and from year to year thereafter if approved annually by the vote of the Board of Directors of the Company and the vote of a majority of the Company’s Independent Directors. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other.
No person who is an officer, director, or employee of the Administrator or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
compensation paid by the Administrator or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Administrator receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three months ended March 31, 2023, the Administrator charged approximately $15,000 for certain costs and expenses allocable to the Company under the terms of the Administration agreement. For the three months ended March 31, 2022, the Administrator charged approximately $54,000 for certain costs and expenses allocable to the Company under the terms of the Administration agreement.
Investment Management Agreement
On June 26, 2019, the Company entered into an Investment Management Agreement (the “Investment Management Agreement”) with the Advisor. Under the terms of the Investment Management Agreement, the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring the Company’s investments and portfolio companies on an ongoing basis.
Unless earlier terminated as described below, the Investment Management Agreement will remain in effect until June 26, 2023 and from year to year thereafter if approved annually by (a) the vote of the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the Company and (b) the vote of a majority of the Company’s Independent Directors. The Investment Management Agreement will automatically terminate in the event of assignment. The Investment Management Agreement may be terminated without penalty upon not less than 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor.
From time to time, the Advisor may pay amounts owed by the Company to third-party providers of goods or services and the Company will subsequently reimburse the Advisor for such amounts paid on its behalf. Amounts payable to the Advisor are settled in the normal course of business without formal payment terms.
The Investment Management Agreement also provides that the Company reimburses the Advisor for certain organizational costs incurred prior to the commencement of the Company’s operations, and for certain offering costs. The Company has agreed to repay the Advisor for initial organizational costs and offering costs up to a maximum of $1.25 million, with the Advisor bearing any organizational and offering costs in excess of such amount.
As of March 31, 2023, the Company had approximately $843,000 payable to Angelo Gordon for operating costs which is included in “Accrued expenses and other liabilities payable to affiliate” on the consolidated statements of assets and liabilities. As of December 31, 2022, the Company had approximately $677,000 payable to Angelo Gordon for operating costs which is included in “Accrued expenses and other liabilities payable to affiliate” on the consolidated statements of assets and liabilities.
Under the terms of the Investment Management Agreement, the Company will pay the Advisor a base management fee and may also pay to it certain incentive fees. The cost of both the base management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The base management fee is calculated at an annual rate of 0.60% of the Company’s gross assets, excluding cash and cash equivalents. For services rendered under the Investment Management Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
value of the Company’s gross assets (excluding cash and cash equivalents) at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base management fees for any partial month or quarter will be appropriately pro-rated. For purposes of the Investment Management Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within one year of purchase. Upon the occurrence of a Qualified IPO, the base management fee will be calculated at an annual rate of 1.25% of the Company’s gross assets, excluding cash and cash equivalents.
For the three months ended March 31, 2023, the Company accrued approximately $281,000 of base management fees payable to the Advisor. For the three months ended March 31, 2022, the Company accrued approximately $241,000 of base management fees payable to the Advisor. As of March 31, 2023 and December 31, 2022, base management fees payable by the Company to the Advisor were approximately $281,000 and $281,000, respectively.
Pursuant to the Investment Management Agreement, the Advisor is entitled to an incentive fee (“Incentive Fee”), which consists of two components; an incentive fee based on income and an incentive fee based on capital gains.
The first part, the income incentive fee, is calculated and payable quarterly in arrears and equals (a) 100% of the excess of the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.00% per quarter (4% annualized) (the “Hurdle”), until the Advisor has received a “catch-up” equal to 16.75% of the pre-incentive fee net investment income for the current quarter; and (b) 16.75% of all remaining pre-incentive fee net investment income above the “catch-up.”
The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Management Agreement), and equals 16.75% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”). We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain.
For the three months ended March 31, 2023, the Company accrued approximately $662,000 of income incentive fees payable to the Advisor. For the three months ended March 31, 2022, the Company accrued approximately $381,000 of income incentive fees payable to the Advisor. As of March 31, 2023 and December 31, 2022, the Company had approximately $662,000 and $1,295,000, respectively, of income incentive fees payable to the Advisor.
As of March 31, 2023, the Company had $497,000 of capital gains incentive fees, of which none were paid or payable to the Advisor, representing a decrease in accrued capital gains incentive fees of $86,000 for the three months ended March 31, 2023. As of December 31, 2022, the Company accrued approximately $583,000, of which $583,000 were unpaid and none of which were payable to the Advisor.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Company’s Independent Directors, and in some cases, the prior approval of the SEC. The Company intends to rely on exemptive relief that has been granted by the SEC to the Company, the Advisor, and Angelo Gordon to permit the Company to co-invest with other funds managed by the Advisor or Angelo Gordon, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Pursuant to such exemptive relief, the Company is generally permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. In certain situations where co-investment with one or more funds managed by Angelo Gordon is not permitted or appropriate, Angelo Gordon will need to decide which funds will proceed with the investment. Angelo Gordon will make these determinations based on its policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
Investment in Affiliated Funds
The Company holds equity investments through its interest in the affiliated fund, Twin Brook Equity Holdings, LLC. Twin Brook Equity Holdings, was created to hold equity interest that are purchased alongside the underlying portfolio companies' debt.
Fair value as of March 31, 2023 and 2022 and transactions during the three months ended March 31, 2023 and 2022 of the Company’s investments in affiliates were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment in Affiliated Funds at Fair Value for the Three Months Ended March 31, 2023 |
(Amounts in thousands) | Fair Value as of January 1, 2023 | | Gross Additions | | Gross Reductions | | Net Realized Gain (Loss) | | Net Change in Unrealized Appreciation (Depreciation) | | Fair Value as of March 31, 2023 | | Dividend, Interest, PIK and Other Income |
Non-controlled/affiliated investments | | | | | | | | | | | | | |
Twin Brook Equity Holdings, LLC | $ | 10,333 | | | $ | 109 | | | $ | (978) | | | $ | 776 | | | $ | (648) | | | $ | 9,592 | | | $ | — | |
Twin Brook Segregated Equity Holdings, LLC | 21 | | | — | | | — | | | — | | | (3) | | | 18 | | | — | |
Total non-controlled/affiliated investments | $ | 10,354 | | | $ | 109 | | | $ | (978) | | | $ | 776 | | | $ | (651) | | | $ | 9,610 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment in Affiliated Funds at Fair Value for the Three Months Ended March 31, 2022 |
(Amounts in thousands) | Fair Value as of January 1, 2022 | | Gross Additions | | Gross Reductions | | Net Realized Gain (Loss) | | Net Change in Unrealized Appreciation (Depreciation) | | Fair Value as of March 31, 2022 | | Dividend, Interest, PIK and Other Income |
Non-controlled/affiliated investments | | | | | | | | | | | | | |
Twin Brook Equity Holdings, LLC | $ | 7,972 | | | $ | 238 | | | $ | (8) | | | $ | — | | | $ | 245 | | | $ | 8,447 | | | $ | — | |
Twin Brook Segregated Equity Holdings, LLC | 14 | | | — | | | — | | | — | | | 4 | | | 18 | | | — | |
Total non-controlled/affiliated investments | $ | 7,986 | | | $ | 238 | | | $ | (8) | | | $ | — | | | $ | 249 | | | $ | 8,465 | | | $ | — | |
Note 7. Derivatives
The Company may enter into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
For the three months ended March 31, 2023 and March 31, 2022, the Company’s average USD notional exposure to foreign currency forward contracts was approximately $1,491,000 and $1,882,000.
The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | Gross Amount of Assets | | Gross Amount of Liabilities | | Net Amount of Assets/(Liabilities) | | Collateral Received/Pledged(1) | | Net Amounts(2) |
Wells Fargo Bank, National Association | 8 | | $ | — | | | $ | 8 | | | $ | — | | | $ | 8 | |
(1)Amount excludes excess cash collateral paid.
(2)Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.
The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | Gross Amount of Assets | | Gross Amount of Liabilities | | Net Amount of Assets/(Liabilities) | | Collateral Received/Pledged(1) | | Net Amounts(2) |
Wells Fargo Bank, National Association | — | | | $ | 15 | | | $ | (15) | | | $ | — | | | $ | (15) | |
(1)Amount excludes excess cash collateral paid.
(2)Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.
The effect of transactions in derivative instruments on the consolidated statements of operations during the three months ended March 31, 2023 was as follows:
| | | | | |
| Three Months Ended March 31, 2023 |
Net change in unrealized gain (loss) on foreign currency forward contracts | $ | 23 | |
Realized (loss) on foreign currency forward contracts | (22) | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
The effect of transactions in derivative instruments on the consolidated statements of operations during the three months ended March 31, 2022 was as follows:
| | | | | |
| Three Months Ended March 31, 2022 |
Net change in unrealized gain (loss) on foreign currency forward contracts | $ | (18) | |
Realized (loss) on foreign currency forward contracts | (2) | |
Note 8. Commitments and Contingencies
Commitments
The Company’s investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments and are fair valued. Unrealized appreciation or depreciation, if any, is included in the consolidated statement of assets and liabilities and consolidated statement of operations.
As of March 31, 2023 and December 31, 2022, the Company had the following outstanding commitments to fund investments in current portfolio companies:
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
First lien senior secured debt(1) | (Amounts in thousands) | | (Amounts in thousands) |
50Floor, LLC | $ | 90 | | | $ | 199 | |
626 Holdings Equity, LLC | 185 | | | 229 | |
Abrasive Technology Intermediate, LLC | 138 | | | 121 | |
ACES Intermediate, LLC | 150 | | | 150 | |
Advanced Lighting Acquisition, LLC | 324 | | | 324 | |
AEP Passion Intermediate Holdings, Inc. | 37 | | | 48 | |
AFC Industries, Inc. | 89 | | | 131 | |
Affinitiv, Inc. | 248 | | | 248 | |
Agility Intermediate, Inc. | 343 | | | 383 | |
AHR Intermediate, Inc | 252 | | | 252 | |
Alliance Environmental Group, LLC | 24 | | | 23 | |
ALM Media, LLC | 971 | | | 971 | |
Altamira Material Solutions, LP | 45 | | | 45 | |
AM Buyer, LLC | 64 | | | 111 | |
Answer Acquisition, LLC | 38 | | | 38 | |
Apex Dental Partners, LLC | 152 | | | 179 | |
Aptitude Health Holdings, LLC | 267 | | | 267 | |
Aquatic Sales Solutions, LLC | 5 | | | 80 | |
ARC Healthcare Technologies, LLC | 244 | | | 244 | |
ASC Ortho Management, LLC | 57 | | | 69 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
ASP Global Acquisition, LLC | 550 | | | 647 | |
AvCarb, LLC | 455 | | | 467 | |
Banner Buyer, LLC | 296 | | | 296 | |
BBG Intermediate Holdings, Inc. | 4 | | | 229 | |
BCI Burke Holding Corp. | 185 | | | 185 | |
Beacon Oral Specialists Management LLC | 188 | | | 152 | |
Behavior Frontiers, LLC | 38 | | | 19 | |
Benefit Plan Administrators of Eau Claire, LLC | 225 | | | 225 | |
Bio Agri Mix Holdings Inc. | 85 | | | 85 | |
Brightview, LLC | 96 | | | 111 | |
Bulk Lift International, LLC | 38 | | | 38 | |
Canadian Orthodontic Partners Corp. | 23 | | | 168 | |
CCG Acquisition, Inc. | 19 | | | 19 | |
Champion Motorsports Group, LLC | 56 | | | — | |
Change Academy at Lake of the Ozarks, LLC | 94 | | | 113 | |
Community Care Partners, LLC | 113 | | | 136 | |
Copperweld Group, Inc. | 339 | | | 401 | |
Cosmetic Solutions, LLC | 344 | | | 344 | |
CPS HVAC Group, LLC | 135 | | | 144 | |
Custom Agronomics Holdings, LLC | 23 | | | 45 | |
DealerOn Inc. | 314 | | | 314 | |
Dermatology Medical Partners OpCo, LLC | 62 | | | 78 | |
Diamondback Buyer, LLC | 34 | | | 75 | |
DNS IMI Acquisition Corp | 122 | | | 122 | |
Domino Equipment Company, LLC | 79 | | | 79 | |
Double E Company, LLC | 92 | | | 99 | |
Dykstra's Auto, LLC | 38 | | | 22 | |
Edko Acquisition, LLC | 34 | | | 34 | |
EH Management Company, LLC | 15 | | | 15 | |
Empire Equipment Company, LLC | 282 | | | 219 | |
EMSAR Acquisition LLC | 13 | | | 13 | |
Endodontic Practice Partners, LLC | 118 | | | 145 | |
Engelman Baking Co., LLC | 175 | | | 174 | |
E-Phoenix Acquisition Co. Inc. | 60 | | | 75 | |
Exclusive Concepts, LLC | 74 | | | 74 | |
Formulated Buyer, LLC | 268 | | | 297 | |
Franchise Fastlane, LLC | 15 | | | 15 | |
FreshAddress, LLC | 30 | | | 30 | |
Geriatric Medical and Surgical Supply, LLC | 300 | | | 300 | |
Gold Medal Holdings, Inc. | 19 | | | 26 | |
Golden Bear PT Partners, LLC | 26 | | | 188 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
Green Monster Acquisition, LLC | 38 | | | 38 | |
Groundworks Operations, LLC | — | | | 420 | |
Guardian Dentistry Practice Management, LLC | 23 | | | 23 | |
Highland Acquisition, Inc. | 30 | | | 30 | |
HLSG Intermediate, LLC | 44 | | | 60 | |
Home Brands Group Holdings, Inc. | 48 | | | 48 | |
Hultec Buyer, LLC | 121 | | | — | |
Hydromax USA, LLC | 68 | | | 68 | |
Icelandirect, LLC | 2 | | | 2 | |
Icreon Holdings, LLC | 23 | | | 23 | |
Infolinks Media Buyco, LLC | 77 | | | 77 | |
Innovative FlexPak, LLC | 188 | | | 154 | |
IPC Pain Acquistion, LLC | 303 | | | 303 | |
ISSA, LLC | 131 | | | 131 | |
ITSavvy LLC | 43 | | | 113 | |
Juniper Landscaping Holdings LLC | 54 | | | 51 | |
Kaizen Auto Care, LLC | 8 | | | 66 | |
Kalkomey Enterprises, LLC | 39 | | | 77 | |
Leonard Group, Inc. | 234 | | | 203 | |
Load One Purchaser Corporation | 218 | | | 218 | |
MacNeill Pride Group Corp. | 268 | | | 225 | |
Mad Rose Company, LLC | 52 | | | 58 | |
Main Street Gourmet, LLC | 643 | | | 643 | |
Mattco Forge, Inc. | 506 | | | 506 | |
Maxor National Pharmacy Services, LLC | — | | | 84 | |
Medical Technology Associates, Inc. | 38 | | | 38 | |
MetaSource, LLC | 109 | | | 109 | |
Millennia Patient Services, LLC | 107 | | | 367 | |
Montway LLC | 150 | | | 150 | |
MRC Keeler Acquisition, LLC | 150 | | | 75 | |
Nelson Name Plate Company | 70 | | | 89 | |
Network Partners Acquisition, LLC | 150 | | | 150 | |
NH Kronos Buyer, Inc. | 263 | | | 263 | |
Nimlok Company, LLC | 320 | | | 320 | |
NutriScience Innovations, LLC | 131 | | | 131 | |
P and R Dental Strategies, LLC | 23 | | | 23 | |
Peak Dental Services, LLC | 38 | | | 303 | |
Peak Investment Holdings, LLC | 908 | | | 908 | |
Pentec Acquisition Corp. | 75 | | | 75 | |
Performance PowerSports Group Purchaser, Inc. | — | | | 56 | |
PHGP MB Purchaser, Inc. | 174 | | | 166 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
Pink Lily Holdings, LLC | 63 | | | 63 | |
PPW Acquisition, LLC | 28 | | | — | |
Propio LS, LLC | 54 | | | 19 | |
Purpose Home Health Acquisition, LLC | 188 | | | 188 | |
Qin's Buffalo, LLC | 113 | | | 113 | |
Raneys, LLC | 38 | | | 38 | |
Reliable Medical Supply LLC | 97 | | | 97 | |
Revival Animal Health, LLC | 86 | | | 86 | |
Rose Paving, LLC | 94 | | | 41 | |
RQM Buyer, Inc. | 188 | | | 191 | |
RTP Acquisition, LLC | 34 | | | 34 | |
Sage Dental Management, LLC | 75 | | | 75 | |
SAMGI Buyer, Inc. | 138 | | | 138 | |
SASE Company, LLC | 30 | | | 38 | |
SCA Buyer, LLC | 167 | | | 167 | |
SCP Beverage Buyer, LLC | 23 | | | 23 | |
SCP ENT and Allergy Services, LLC | 347 | | | 413 | |
Shearer Supply, LLC | 23 | | | 30 | |
ShiftKey, LLC | 66 | | | 110 | |
Signature Dental Partners LLC | 52 | | | 65 | |
Silver Falls MSO, LLC | 95 | | | 2 | |
SimiTree Acquisition LLC | 186 | | | 186 | |
SIMKO Merger Sub, LLC | 171 | | | 170 | |
Soccer Post Acquisition, LLC | 6 | | | 17 | |
Southeast Primary Care Partners, LLC | 125 | | | 177 | |
Southern Orthodontic Partners Management, LLC | 125 | | | 136 | |
Southern Sports Medicine Partners, LLC | 175 | | | 175 | |
Spectrum Solutions, LLC | 267 | | | 267 | |
Stax Holding Company, LLC | 60 | | | 60 | |
Steel City Wash, LLC | 16 | | | 22 | |
Storm Smart Buyer LLC | 131 | | | 52 | |
Sun Orchard, LLC | 98 | | | 105 | |
Teel Plastics, LLC | 324 | | | 324 | |
The Channel Company, LLC | 27 | | | 58 | |
Trademark Global, LLC | 9 | | | 9 | |
Triad Technologies, LLC | 266 | | | 314 | |
United Land Services Opco Parent, LLC | 366 | | | 693 | |
Universal Pure, LLC | 140 | | | 278 | |
USALCO, LLC | 70 | | | 58 | |
Vanguard Packaging, LLC | 481 | | | 481 | |
Varsity DuvaSawko Operating Corp. | 474 | | | 474 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
Vehicle Accessories, Inc. | 11 | | | 38 | |
Vital Care Buyer, LLC | 580 | | | 483 | |
Western Veterinary Partners, LLC | 24 | | | 22 | |
Yard-Nique, Inc | 169 | | | 163 | |
Total unfunded portfolio company commitments | $ | 21,366 | | | $ | 23,867 | |
(1)Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.
As of March 31, 2023 and December 31, 2022, approximately $209,000 and $207,000, respectively, of the Company's unfunded revolver commitments are reserved for letters of credit issued to third party beneficiaries on behalf of the Company's investments.
Investor Commitments
As of March 31, 2023 and December 31, 2022, the Company had $216.0 million in total capital commitments from investors ($21.6 million undrawn). These undrawn capital commitments will no longer remain in effect following the completion of a Qualified IPO.
Four investors in the Company have aggregate capital commitments representing 100% of the Company’s total capital commitments. Such concentration of investor commitments could have a material effect on the Company.
Other Commitments and Contingencies
From time to time, the Company may become a party to certain legal proceedings during the normal course of business. As of March 31, 2023, and December 31, 2022, management was not aware of any material pending or threatened litigation.
Note 9. Net Assets
Subscriptions and Drawdowns
As of March 31, 2023, the Company had 9,672,358 shares issued and outstanding with a par value of $0.001 per share.
The Company has entered into subscription agreements with investors providing for the private placement of the Company’s common shares. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective capital commitment on an as-needed basis each time the Advisor delivers a drawdown notice to such investors.
During the three months ended March 31, 2023 and 2022, there were no capital call notices delivered to investors.
Dividends
The following table reflects dividends declared on shares of the Company's common stock during the three months ended March 31, 2023:
| | | | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2023 |
Date Declared | | Record Date | | Payment Date | | Dividend per Share |
March 14, 2023 | | March 31, 2023 | | April 28, 2023 | | $ | 0.25 | |
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
There were no dividends declared during the three months ended March 31, 2022.
Note 10. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | |
(Amounts in thousands, except share and per share amounts) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Net increase (decrease) in net assets resulting from operations | $ | 2,865 | | | $ | 2,347 | |
Weighted average shares of common stock outstanding - basic and diluted | 9,672,358 | | 9,141,176 |
Earnings (loss) per common share - basic and diluted | $ | 0.30 | | | $ | 0.26 | |
Note 11. Income Taxes
Taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital or total distributable earnings (losses), as appropriate. For the three months ended March 31, 2023, permanent differences were approximately $21,000, primarily related to net income from wholly-owned subsidiary. There were no permanent differences for the three months ended March 31, 2022.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Note 12. Financial Highlights
The following are financial highlights for a common share outstanding during the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | |
(Amounts in thousands, except share and per share amounts) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Per share data: | | | |
Net asset value, beginning of period | $ | 20.22 | | | $ | 20.14 | |
Net investment income (loss)(1) | 0.35 | | | 0.21 | |
Net realized and unrealized gain (loss) on investment transactions(1) | (0.05) | | | 0.05 | |
Total from operations | 0.30 | | | 0.26 | |
Dividends declared | (0.25) | | | — | |
Total increase (decrease) in net assets | 0.05 | | | 0.26 | |
Net asset value, end of period | $ | 20.27 | | | $ | 20.40 | |
Shares outstanding, end of period | 9,672,358 | | 9,141,176 |
Total return(2)(3) | 1.5 | % | | 1.3 | % |
Ratios / supplemental data | | | |
Ratio of gross expenses to average net assets(3)(4)(5) | 1.0 | % | | 0.6 | % |
Ratio of net expenses to average net assets(3)(4)(6) | 1.0 | % | | 0.6 | % |
Ratio of net investment income (loss) to average net assets(3)(4) | 1.7 | % | | 1.0 | % |
Net assets, end of period | $ | 196,034 | | | $ | 186,445 | |
Weighted average shares outstanding | 9,672,358 | | 9,141,176 |
Total capital commitments, end of period | $ | 216,000 | | | $ | 216,000 | |
Ratio of total contributed capital to total committed capital, end of period | 90.0 | % | | 85.0 | % |
Portfolio turnover rate(7) | 2.6 | % | | 6.8 | % |
Asset coverage ratio(8) | N/A | | N/A |
(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)Total return is calculated as the change in net asset value ("NAV") per share during the period, plus dividends per share, if any, divided by the NAV per share at the beginning of the period.
(3)Not annualized.
(4)Average net assets are computed using the average balance of net assets at the end of each month of the reporting period.
(5)Ratio of gross expenses to average net assets is computed using expenses before waivers from the Administrator, if applicable.
(6)Ratio of net expenses to average net assets is computed using total expenses net of waivers from the Administrator, if applicable.
(7)Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the average of the investments at fair value for the periods reported.
(8)Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period. The ratio is not applicable as of March 31, 2023 or March 31, 2022 as there was no debt outstanding during the period.
AG Twin Brook BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited) — Continued
Note 13. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. There have been no subsequent events that occurred that would require disclosure in, or would be required to be recognized in, these consolidated financial statements, except as discussed below:
Dividend Declaration
On May 10, 2023, the Company's Board declared dividends of $0.25 per share, payable on July 31, 2023 to shareholders of record as of June 30, 2023.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In this quarterly report on Form 10-Q, or this "report," we refer to AG Twin Brook BDC, Inc and it’s consolidated subsidiaries. as "we," "us," the "Company," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, AG Twin Brook Manager, LLC, as our "Advisor," and we refer to the direct parent company of our Advisor, Angelo, Gordon & Co., L.P., as "Angelo Gordon." Angelo Gordon serves as the Company’s Administrator and may also be referred to herein as “Administrator”.
Forward-Looking Statements
This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” (Part II, Item 1A of this Form 10-Q). These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, returns, results of operations, plans, yields, objectives, the composition of our portfolio, actions by governmental entities, including the U.S. Department of the Treasury and the Federal Reserve, and the potential effects of actual and proposed legislation on us, our views on certain macroeconomic trends, and the impact of COVID-19. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. We caution investors not to rely unduly on any forward-looking statements, which speak only as of the date made, and urge you to carefully consider the risks identified under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 (our “2022 10-K”). Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of AG Twin Brook BDC, Inc. This MD&A is provided as a supplement to, and should be read in conjunction with our 2022 10-K, our consolidated financial statements and the accompanying notes to consolidated financial statements (Part I, Item 1 of this report).
Overview
AG Twin Brook BDC, Inc. is a Delaware corporation formed on February 4, 2016. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, we have elected to be treated as a Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We were formed to provide risk-adjusted returns and current income to investors by investing primarily in middle market companies.
We are managed by our Advisor, a wholly-owned subsidiary of Angelo Gordon. The Advisor is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. Subject to the overall supervision of our board of directors (the “Board”), our Advisor manages our day-to-day operations, and provides investment advisory and management services to us. Our Advisor will be responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments, and monitoring our investments and portfolio companies on an ongoing basis.
We conduct private offerings (each, a “Private Offering”), where investors make a capital commitment to purchase shares of our common stock pursuant to a subscription agreement entered into with us. Investors will be required to make capital contributions to purchase shares of our common stock each time the Company delivers a drawdown notice. The initial closing of the Private Offering occurred on July 19, 2019 (the “Initial Closing”). As of March 31, 2023, we had $216 million in total capital commitments from investors. Upon the earlier to occur of (i) a Qualified IPO (as defined below), and (ii) the five year anniversary of the Initial Closing, investors will be released from any further obligation to purchase additional shares, subject to certain exceptions. A “Qualified IPO” is an initial public offering (“IPO”) of our common stock that results in an unaffiliated public float of at least the lower of (A) $60 million and (B) 17.5% of the aggregate capital commitments received prior to the date of such initial public offering.
As a BDC, we must invest at least 70% of our assets in “eligible portfolio companies,” generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a “passive foreign investment company” (a “PFIC”). Because we have elected to be regulated as a BDC, and we intend to continue to qualify as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code.
Investments
We invest principally in privately originated senior secured loans to U.S. middle market companies, which we believe have consistent capital needs and have not only been underserved in recent years by traditional providers of capital such as banks and the public debt markets, but also for a variety of reasons may prefer working with experienced non-bank lenders. Our origination strategy focuses on the middle market private equity community. This financing is utilized for a variety of purposes, including to fund organic growth, acquisitions, recapitalizations, management buyouts and leveraged buyouts for companies with revenue generally under $500 million. In describing our business, we generally use the term “middle market” to refer to companies with EBITDA of between $3 million and $50 million annually; however, we typically invest in companies with EBITDA of less than $25 million. Notwithstanding the foregoing, the Advisor may determine whether companies qualify as “middle market” in its sole discretion, and we may from time to time invest in larger or smaller companies.
By investing predominantly in senior secured debt, we expect to reduce our risk of principal loss and deliver more stable returns over time as compared with investments in bonds, unsecured loans, mezzanine investments and public, private and project equity. However, we may also invest opportunistically in other parts of the capital structure, including senior secured stretch and unitranche facilities, second lien loans, mezzanine and mezzanine-related loans, and equity investments, as well as select other subordinated instruments either directly or through acquisitions in the secondary market.
The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make, all of which have been, and may continue to be, impacted by COVID-19.
Revenues
We generate revenues primarily through the receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees and from dividends on direct equity investments. In addition, we may generate revenue in the form of commitment, origination, administration, amendment, and loan servicing fees. Loan origination fees, original issue discount and market discount or premium are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2023, 100% of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as LIBOR and Term SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income that we receive from our ownership of private securities is recorded pursuant to the terms of the respective investments.
Expenses
Our primary operating expenses include the payment of fees to the Advisor under the Investment Management Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below.
We are responsible for all costs and expenses incurred in connection with the operations of the Company and locating, structuring, evaluating, consummating, maintaining and disposing of investments and potential investments (whether or not the acquisition is consummated), including but not limited to legal, regulatory, accounting and other professional or third-party costs or disbursements including travel, rent or lodging, out-of-pocket expenses of the Advisor, the fees and expenses of any independent counsel engaged by the Advisor and out-of-pocket expenses related to third-party service providers (including loan servicer fees), placement agent fees and expenses, advertising expenses, litigation expenses, brokerage commissions, clearing and settlement charges and other transaction costs, custody fees, interest expenses, financing charges, initial and variation margin, broken deal expenses, compensation (which may include fees or performance-based compensation) of advisors, consultants and finders, joint venture partners, or other professionals relating to the Company’s operations and investments or potential investments (whether or not completed), which may include costs incurred to attend or sponsor networking and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors), specific expenses incurred in obtaining, developing or maintaining market data technology systems, research and other information and information service subscriptions utilized with respect to the Company’s investment program including fees to third party providers of research, portfolio risk management services (including the costs of risk management software or database packages), fees of pricing and valuation services, appraisal costs and brokerage expenses. We will also bear all commitment fees and any transfer or recording taxes, registration fees and other expenses in connection with acquisitions and dispositions of investments, and all expenses relating to the ownership and operation of investments, including taxes, interest, insurance, and other fees and expenses. Travel expenses may include first-class airfare and limited use of private or charter aircraft, as well as premium accommodations, in accordance with our Advisor’s policies related thereto.
In addition, we will bear all costs of the administration of the Company, including but not limited to accounting expenses (including accounting systems) and expenses relating to audit, legal and regulatory expenses (including filings with U.S. and non-U.S. regulators and compliance obligations), costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws, fees and expenses of any administrators in connection with the administration of the Company, expenses relating to the maintenance of registered offices of the Company to the extent provided by unaffiliated service providers, temporary office space of non-employee consultants or auditors, blue sky and corporate filing fees and expenses, corporate licensing expenses, indemnification expenses, costs of holding any meetings or conferences of investors or their delegates or advisors (including meetings of the Advisor and related activities), Independent Directors’ fees and expenses, costs of any litigation or threatened litigation or costs of any investigation or legal inquiries involving Company activities (including regulatory sweeps), the cost of any liability insurance or fidelity coverage for the Company, including any directors’ and officers’ liability insurance and key-person life insurance policies, maintained with respect to liabilities arising in connection with
the activities of our directors and officers conducted on behalf of the Company, costs associated with reporting and providing information to existing and prospective investors, including printing and mailing costs, wind-up and liquidation expenses, and any extraordinary expenses arising in connection with the operations of the Company.
We have agreed to repay the Advisor for initial organization and offering costs up to a maximum of $1.25 million, of which the Advisor has incurred approximately $1.1 million as of March 31, 2023.
From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. We will reimburse the Administrator or such affiliates thereof for any such amounts paid on our behalf.
Leverage
Currently, we do not intend to utilize leverage. We may borrow money from time to time within the levels permitted by the 1940 Act.
Portfolio and Investment Activity
As of March 31, 2023, based on fair value, our portfolio consisted of 94.77% first lien senior secured debt investments, 0.01% sponsor subordinated note investments, and 5.22% investments in affiliated funds.
As of March 31, 2023, we had investments in one hundred forty-five portfolio companies with an aggregate fair value of $184.1 million. As of December 31, 2022, we had investments in one hundred forty-six portfolio companies with an aggregate fair value of $190.1 million.
Our investment activity for the three months ended March 31, 2023 and 2022 is presented below (information presented herein is at par value unless otherwise indicated).
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Principal amount of investments committed (including add-ons): | | | |
First lien senior secured debt investments | $ | 1,811 | | | $ | 10,526 | |
Investment in affiliated funds | 109 | | | 238 | |
Total principal amount of investments committed | $ | 1,920 | | | $ | 10,764 | |
Principal amount of investments sold or repaid: | | | |
First lien senior secured debt investments | $ | (9,164) | | | $ | (11,335) | |
Investment in affiliated funds | (978) | | | (8) | |
Total principal amount of investments sold or repaid | $ | (10,142) | | | $ | (11,343) | |
New debt investments(1): | | | |
New commitments | $ | 995 | | | $ | 5,468 | |
Number of new commitments in new portfolio companies(2) | 1 | | 5 |
Average new commitment amount | $ | 995 | | | $ | 1,094 | |
Weighted average term for new commitments (in years) | 6.0 | | 5.4 |
Percentage of new commitments at floating rates | 100.0 | % | | 100.0 | % |
Percentage of new commitments at fixed rates | 0.0 | % | | 0.0 | % |
(1)Amounts shown exclude add-on transactions to existing portfolio companies during the period.
(2)Number of new debt investment commitments represent commitments to a particular portfolio company.
As of March 31, 2023 and December 31, 2022, our investments consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
(Amounts in thousands) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
First lien senior secured debt | $ | 175,863 | | | $ | 174,487 | | | $ | 180,510 | | | $ | 179,768 | |
Sponsor subordinated note | 16 | | | 18 | | | 16 | | | 17 | |
Investment in affiliated funds | 7,044 | | | 9,610 | | | 7,137 | | | 10,354 | |
Total investments | $ | 182,923 | | | $ | 184,115 | | | $ | 187,663 | | | $ | 190,139 | |
The table below describes investments by industry composition based on fair value as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
Aerospace and defense | 1.2 | % | | 1.1 | % |
Air freight and logistics | 0.4 | % | | 0.4 | % |
Auto components | 1.8 | % | | 1.7 | % |
Chemicals | 4.2 | % | | 4.0 | % |
Commercial services and supplies | 5.6 | % | | 5.4 | % |
Construction and engineering | 1.9 | % | | 1.8 | % |
Containers and packaging | 2.6 | % | | 2.6 | % |
Distributors | 0.5 | % | | 0.5 | % |
Diversified consumer services | 5.6 | % | | 7.5 | % |
Electrical equipment | 0.7 | % | | 0.7 | % |
Electronic equipment, instruments and components | 1.5 | % | | 1.4 | % |
Food and staples retailing | 2.7 | % | | 2.9 | % |
Food products | 2.0 | % | | 1.9 | % |
Gas utilities | 0.8 | % | | 0.8 | % |
Health care equipment and supplies | 2.6 | % | | 2.5 | % |
Health care providers and services | 25.7 | % | | 25.2 | % |
Health care technology | 1.3 | % | | 1.3 | % |
Household durables | 1.5 | % | | 1.5 | % |
Industrial Conglomerates | 0.5 | % | | — | % |
Internet and direct marketing retail | 2.3 | % | | 2.2 | % |
IT services | 3.0 | % | | 2.9 | % |
Leisure equipment and products | 1.6 | % | | 1.6 | % |
Leisure products | 0.6 | % | | 0.6 | % |
Life sciences tools and services | 0.6 | % | | 0.6 | % |
Machinery | 2.0 | % | | 1.9 | % |
Media | 3.6 | % | | 3.6 | % |
Metals and mining | 1.3 | % | | 1.2 | % |
Multisector holdings | 5.2 | % | | 5.5 | % |
Personal products | 1.6 | % | | 1.6 | % |
Pharmaceuticals | 0.9 | % | | 1.7 | % |
Professional services | 0.4 | % | | 0.4 | % |
Real estate management and development | 1.6 | % | | 1.5 | % |
Semiconductors and semiconductor equipment | 0.4 | % | | 0.4 | % |
Software | 3.3 | % | | 3.1 | % |
Specialty retail | 3.1 | % | | 3.0 | % |
Textiles, apparel and luxury goods | — | % | | — | % |
Trading companies and distributors | 4.8 | % | | 4.4 | % |
Water utilities | 0.7 | % | | 0.6 | % |
Total | 100.0 | % | | 100.0 | % |
As of March 31, 2023, 99.1% of investments held were based in the United States and 0.9% were based in Canada. As of December 31, 2022, 99.2% of investments held were based in the United States and 0.8% were based in Canada.
The weighted average yields and interest rates of our funded debt investments as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
Weighted average total yield of funded debt investments at cost | 10.9 | % | | 11.2 | % |
Weighted average total yield of funded debt investments at fair value | 11.3 | % | | 11.4 | % |
Weighted average interest rate of funded debt investments (1) | 11.1 | % | | 10.6 | % |
Weighted average spread over reference rates of all floating rate funded debt investments | 6.0 | % | | 6.0 | % |
(1)Calculated using actual interest rates in effect as of March 31, 2023 and December 31, 2022 based on borrower elections.
The weighted average yield of our funded debt investments is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates of each investment as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the portfolio company’s industry; and
•review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Advisor employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Advisor rates the credit risk of all debt investments on a scale of A to F. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of
origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
| | | | | | | | |
Investment Ratings | | Description |
A | | A loan supported by exceptional financial strength, stability and liquidity; |
B | | As a general rule, a new transaction will be risk rated a “B” loan. Overtime, a “B” loan is supported by good financial strength, stability and liquidity; |
C | | A loan that is exhibiting deteriorating trends, which if not corrected could jeopardize repayment of the debt. In general, a default by the borrower of one of its financial performance covenants (leverage or coverage ratios) would warrant downgrade of a loan to a risk rating of “C”; |
D | | A loan that has a well-defined weakness that jeopardizes the repayment of the debt or the ongoing enterprise value of the borrower; |
E | | A loan that has an uncured payment default; and |
F | | An asset that is considered uncollectible or of such little value that its continuance as a booked asset is unwarranted. |
Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated C through F, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our debt investments on the A to F rating scale as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
Investment Rating | | Investments at Fair Value | | Percentage of Total Debt Investments | | Investments at Fair Value | | Percentage of Total Debt Investments |
(Amounts in thousands) | | | | | | | | |
A | | $ | — | | | — | | | $ | — | | | — | |
B | | 155,280 | | | 89.0 | % | | 161,211 | | | 89.7 | % |
C | | 16,924 | | | 9.7 | % | | 16,234 | | | 9.0 | % |
D | | 2,283 | | | 1.3 | % | | 2,323 | | | 1.3 | % |
E | | — | | | — | | | — | | | — | |
F | | — | | | — | | | — | | | — | |
Total | | $ | 174,487 | | | 100.0 | % | | $ | 179,768 | | | 100.0 | % |
The following table shows the amortized cost of our performing and non-accrual debt investments as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
(Amounts in thousands) | Amortized Cost | | Percentage | | Amortized Cost | | Percentage |
Performing | $ | 175,863 | | | 100.0 | % | | $ | 180,510 | | | 100.0 | % |
Non-accrual | — | | | — | | | — | | | — | |
Total | $ | 175,863 | | | 100.0 | % | | $ | 180,510 | | | 100.0 | % |
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Advisor’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in the Advisor’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Results of Operations
The following table represents the operating results for the three months ended March 31, 2023 and 2022:
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Total investment income | $ | 5,349 | | | $ | 3,072 | |
Less: expenses | (1,976) | | | (1,175) | |
Net investment income (loss) | 3,373 | | | 1,897 | |
Net change in unrealized gain (loss) | (1,261) | | | 417 | |
Net realized gain (loss) | 753 | | | 33 | |
Net increase (decrease) in net assets resulting from operations | $ | 2,865 | | | $ | 2,347 | |
Investment Income
Investment income for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Interest income | $ | 5,250 | | | $ | 2,923 | |
Other income | 99 | | | 149 | |
Total investment income | $ | 5,349 | | | $ | 3,072 | |
Total investment income increased to $5.3 million for the three months ended March 31, 2023 from $3.1 million for the same period in the prior year primarily driven by our deployment of capital, increased balance of our investments and increase in yields. The size of our investment portfolio at fair value increased to $184.1 million at March 31, 2023 from $162.2 million at March 31, 2022.
Expenses
Expenses for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Incentive fees | $ | 576 | | | $ | 381 | |
Deferred tax expense | 536 | | | — | |
Management fees | 281 | | | 241 | |
Current tax expense | 206 | | | — | |
Accounting fees | 113 | | | 104 | |
Other | 44 | | | 86 | |
Administrative fees | 15 | | | 54 | |
Insurance fees | 68 | | | 90 | |
Directors' fees | 45 | | | 45 | |
Professional fees | 92 | | | 119 | |
Interest | — | | | 55 | |
Total net expenses | $ | 1,976 | | | $ | 1,175 | |
Under the terms of the Administration Agreement and Investment Management Agreement, we reimburse the Administrator and Advisor, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Advisor may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Advisor for any services performed for us by such affiliate or third party.
For the three months ended March 31, 2023, the Administrator charged approximately $0.02 million for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three months ended March 31, 2022, the Administrator charged approximately $0.1 million for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.
Total net expenses increased to approximately $2.0 million from $1.2 million, for the three months ended March 31, 2023 and 2022, respectively, primarily due to increases in incentive fees, management fees, and current and deferred tax expenses. These increases in fees were largely driven by our deployment of capital and increased balance of our investments.
Income Taxes, including Excise Taxes
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To continue to qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite dividends to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on
estimated excess taxable income. For the three months ended March 31, 2023 and 2022, we did not accrue U.S. federal excise tax.
We conduct certain activities through our wholly-owned subsidiary, Twin Brook Equity XVIII Corp., a Delaware C corporation. Twin Brook Equity XVIII Corp. is treated as a corporation for United States federal income tax purposes and is subject to U.S. federal, state or local income tax. For the three months ended March 31, 2023, the Company accrued a current federal tax provision of $206,000 and a deferred federal tax provision of $536,000 related to Twin Brook Equity XVIII Corp. The Company did not accrue any U.S. federal tax expense for the three months ended March 31, 2022, related to Twin Brook Equity XVIII Corp.
Net Change in Unrealized Gains (Losses) on Investment Transactions
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three months ended March 31, 2023 and 2022, net unrealized gains (losses) on our investment transactions were as follows:
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Net change in unrealized gain (loss) on investments | $ | (1,284) | | | $ | 437 | |
Net change in unrealized gain (loss) on foreign currency forward contracts | 23 | | | (18) | |
Net change in unrealized gain (loss) on foreign currency translation | — | | | (2) | |
Net change in unrealized gain (loss) on investment transactions | $ | (1,261) | | | $ | 417 | |
For the three months ended March 31, 2023, the net unrealized loss was primarily driven by an decrease in the fair value of our investments as compared to December 31, 2022.
For the three months ended March 31, 2022, the net unrealized gain was primarily driven by an increase in the fair value of our investments as compared to December 31, 2021. The unrealized gains were also driven by improved performance of our portfolio companies including equity investments held by Twin Brook Equity Holdings, LLC, that increased our net asset value in the affiliated fund during the three months ended March 31, 2022.
Net Realized Gains (Losses) on Investment Transactions
The realized gains and losses on fully and partially exited portfolio companies and foreign currency transactions during the three months ended March 31, 2023 and 2022, were as follows:
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Net realized gain (loss) on investments | $ | 775 | | | $ | 35 | |
Net realized gain (loss) on foreign currency forward contracts | (22) | | | (2) | |
Net realized gain (loss) on investment transactions | $ | 753 | | | $ | 33 | |
The increase in realized gains during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 was primarily due to realizing certain equity investments.
Financial Condition, Liquidity, and Capital Resources
Our liquidity and capital resources are generated primarily from the proceeds of capital drawdowns of our privately placed capital commitments, cash flows from interest, dividends and fees earned from our investments and principal repayments. The primary uses of our cash are (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying our Advisor and Administrator or its affiliates), (3) debt service of any borrowings and (4) cash dividends to the holders of our stock.
We may enter into another subscription facility. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200%. There were no outstanding borrowings as of March 31, 2023 and December 31, 2022. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.
Cash as of March 31, 2023, taken together with our uncalled capital commitments of $21.6 million, is expected to be sufficient for our investing activities and to conduct our operations.
As of March 31, 2023 we had $16.6 million in cash. During the three months ended March 31, 2023, cash provided by operating activities was $9.6 million, primarily as a result of sales and paydowns of portfolio investments of $10.7 million, partially offset by funding portfolio investments of $4.8 million and other operating activities of $3.7 million. Cash used for financing activities was $5.0 million during the period, which was the result of dividend payments.
As of March 31, 2022, we had $25.3 million in cash. During the three months ended March 31, 2022, we used $0.6 million in cash for operating activities, primarily as a result of funding portfolio investments of $13.3 million, partially offset by sales of portfolio investments of $10.9 million, and other operating activities of $1.8 million. Cash used for financing activities was $1.8 million during the period, which was the result of dividend payments.
Subscriptions and Drawdowns
As of March 31, 2023, we had 9,672,358 shares issued and outstanding with a par value of $0.001 per share.
We have entered into subscription agreements with investors providing for the private placement of our common shares. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time our Advisor delivers a capital call notice to such investors.
During the three months ended March 31, 2023 and 2022, there were no capital call notices delivered to investors.
Dividends
The following table reflects dividends declared on shares of the Company's common stock during the three months ended March 31, 2023:
| | | | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2023 |
Date Declared | | Record Date | | Payment Date | | Dividend per Share |
March 14, 2023 | | March 31, 2023 | | April 28, 2023 | | $ | 0.25 | |
There were no dividends declared during the three months ended March 31, 2022.
Debt
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowings, subject to certain limitations.
Subscription Facility
On August 14, 2019, we entered into a revolving credit facility (the “Subscription Facility”), pursuant to a Revolving Credit Agreement, as amended, with Wells Fargo Bank, National Association (the “Lender”). The Subscription Facility enables us to request loans from the Lender up to a maximum commitment of $15 million. The borrowings under the Subscription Facility are collateralized by the eligible unfunded capital commitments of our investors. The total amount available under the Subscription Facility may be reduced as a result of decreases in the unfunded capital commitments of our investors as well as other provisions of the Subscription Facility agreement. On May 4, 2022, we terminated the Subscription Facility’s revolving credit agreement.
Borrowings under the Subscription Facility bore interest at either (i) LIBOR plus the applicable margin of 1.50%, if the borrowing was a LIBOR Rate Loan or (ii) the Prime Rate plus the applicable margin of 0.50%, if the borrowing was a Reference Rate Loan. In addition, we paid an unused commitment fee of 0.20% per annum on the daily unused commitments of the Lender. The maturity date of the Subscription Facility was August 12, 2022.
The Subscription Facility agreement subjected us to certain covenants including, but not limited to, providing financial information and requirements concerning compliance with certain financial tests and investor attributes.
There were no debt obligations as of March 31, 2023 and December 31, 2022.
For the three months ended March 31, 2023 and 2022 the components of interest expense were as follows:
| | | | | | | | | | | |
(Amounts in thousands) | Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
Interest expense | $ | — | | | $ | 8 | |
Amortization of deferred financing costs | — | | | 47 | |
Total interest expense | $ | — | | | $ | 55 | |
Average interest rate | N/A | | N/A |
Average daily borrowings | N/A | | N/A |
Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statement of assets and liabilities and consolidated statement of operations.
As of March 31, 2023 and December 31, 2022, the Company had the following outstanding commitments to fund investments in current portfolio companies:
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
First lien senior secured debt(1) | (Amounts in thousands) | | (Amounts in thousands) |
50Floor, LLC | $ | 90 | | | $ | 199 | |
626 Holdings Equity, LLC | 185 | | | 229 | |
Abrasive Technology Intermediate, LLC | 138 | | | 121 | |
ACES Intermediate, LLC | 150 | | | 150 | |
Advanced Lighting Acquisition, LLC | 324 | | | 324 | |
AEP Passion Intermediate Holdings, Inc. | 37 | | | 48 | |
AFC Industries, Inc. | 89 | | | 131 | |
Affinitiv, Inc. | 248 | | | 248 | |
Agility Intermediate, Inc. | 343 | | | 383 | |
AHR Intermediate, Inc | 252 | | | 252 | |
Alliance Environmental Group, LLC | 24 | | | 23 | |
ALM Media, LLC | 971 | | | 971 | |
Altamira Material Solutions, LP | 45 | | | 45 | |
AM Buyer, LLC | 64 | | | 111 | |
Answer Acquisition, LLC | 38 | | | 38 | |
Apex Dental Partners, LLC | 152 | | | 179 | |
Aptitude Health Holdings, LLC | 267 | | | 267 | |
Aquatic Sales Solutions, LLC | 5 | | | 80 | |
ARC Healthcare Technologies, LLC | 244 | | | 244 | |
ASC Ortho Management, LLC | 57 | | | 69 | |
ASP Global Acquisition, LLC | 550 | | | 647 | |
AvCarb, LLC | 455 | | | 467 | |
Banner Buyer, LLC | 296 | | | 296 | |
BBG Intermediate Holdings, Inc. | 4 | | | 229 | |
BCI Burke Holding Corp. | 185 | | | 185 | |
Beacon Oral Specialists Management LLC | 188 | | | 152 | |
Behavior Frontiers, LLC | 38 | | | 19 | |
Benefit Plan Administrators of Eau Claire, LLC | 225 | | | 225 | |
Bio Agri Mix Holdings Inc. | 85 | | | 85 | |
Brightview, LLC | 96 | | | 111 | |
Bulk Lift International, LLC | 38 | | | 38 | |
Canadian Orthodontic Partners Corp. | 23 | | | 168 | |
CCG Acquisition, Inc. | 19 | | | 19 | |
Champion Motorsports Group, LLC | 56 | | | — | |
Change Academy at Lake of the Ozarks, LLC | 94 | | | 113 | |
Community Care Partners, LLC | 113 | | | 136 | |
Copperweld Group, Inc. | 339 | | | 401 | |
Cosmetic Solutions, LLC | 344 | | | 344 | |
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
CPS HVAC Group, LLC | 135 | | | 144 | |
Custom Agronomics Holdings, LLC | 23 | | | 45 | |
DealerOn Inc. | 314 | | | 314 | |
Dermatology Medical Partners OpCo, LLC | 62 | | | 78 | |
Diamondback Buyer, LLC | 34 | | | 75 | |
DNS IMI Acquisition Corp | 122 | | | 122 | |
Domino Equipment Company, LLC | 79 | | | 79 | |
Double E Company, LLC | 92 | | | 99 | |
Dykstra's Auto, LLC | 38 | | | 22 | |
Edko Acquisition, LLC | 34 | | | 34 | |
EH Management Company, LLC | 15 | | | 15 | |
Empire Equipment Company, LLC | 282 | | | 219 | |
EMSAR Acquisition LLC | 13 | | | 13 | |
Endodontic Practice Partners, LLC | 118 | | | 145 | |
Engelman Baking Co., LLC | 175 | | | 174 | |
E-Phoenix Acquisition Co. Inc. | 60 | | | 75 | |
Exclusive Concepts, LLC | 74 | | | 74 | |
Formulated Buyer, LLC | 268 | | | 297 | |
Franchise Fastlane, LLC | 15 | | | 15 | |
FreshAddress, LLC | 30 | | | 30 | |
Geriatric Medical and Surgical Supply, LLC | 300 | | | 300 | |
Gold Medal Holdings, Inc. | 19 | | | 26 | |
Golden Bear PT Partners, LLC | 26 | | | 188 | |
Green Monster Acquisition, LLC | 38 | | | 38 | |
Groundworks Operations, LLC | — | | | 420 | |
Guardian Dentistry Practice Management, LLC | 23 | | | 23 | |
Highland Acquisition, Inc. | 30 | | | 30 | |
HLSG Intermediate, LLC | 44 | | | 60 | |
Home Brands Group Holdings, Inc. | 48 | | | 48 | |
Hultec Buyer, LLC | 121 | | | — | |
Hydromax USA, LLC | 68 | | | 68 | |
Icelandirect, LLC | 2 | | | 2 | |
Icreon Holdings, LLC | 23 | | | 23 | |
Infolinks Media Buyco, LLC | 77 | | | 77 | |
Innovative FlexPak, LLC | 188 | | | 154 | |
IPC Pain Acquistion, LLC | 303 | | | 303 | |
ISSA, LLC | 131 | | | 131 | |
ITSavvy LLC | 43 | | | 113 | |
Juniper Landscaping Holdings LLC | 54 | | | 51 | |
Kaizen Auto Care, LLC | 8 | | | 66 | |
Kalkomey Enterprises, LLC | 39 | | | 77 | |
Leonard Group, Inc. | 234 | | | 203 | |
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
Load One Purchaser Corporation | 218 | | | 218 | |
MacNeill Pride Group Corp. | 268 | | | 225 | |
Mad Rose Company, LLC | 52 | | | 58 | |
Main Street Gourmet, LLC | 643 | | | 643 | |
Mattco Forge, Inc. | 506 | | | 506 | |
Maxor National Pharmacy Services, LLC | — | | | 84 | |
Medical Technology Associates, Inc. | 38 | | | 38 | |
MetaSource, LLC | 109 | | | 109 | |
Millennia Patient Services, LLC | 107 | | | 367 | |
Montway LLC | 150 | | | 150 | |
MRC Keeler Acquisition, LLC | 150 | | | 75 | |
Nelson Name Plate Company | 70 | | | 89 | |
Network Partners Acquisition, LLC | 150 | | | 150 | |
NH Kronos Buyer, Inc. | 263 | | | 263 | |
Nimlok Company, LLC | 320 | | | 320 | |
NutriScience Innovations, LLC | 131 | | | 131 | |
P and R Dental Strategies, LLC | 23 | | | 23 | |
Peak Dental Services, LLC | 38 | | | 303 | |
Peak Investment Holdings, LLC | 908 | | | 908 | |
Pentec Acquisition Corp. | 75 | | | 75 | |
Performance PowerSports Group Purchaser, Inc. | — | | | 56 | |
PHGP MB Purchaser, Inc. | 174 | | | 166 | |
Pink Lily Holdings, LLC | 63 | | | 63 | |
PPW Acquisition, LLC | 28 | | | — | |
Propio LS, LLC | 54 | | | 19 | |
Purpose Home Health Acquisition, LLC | 188 | | | 188 | |
Qin's Buffalo, LLC | 113 | | | 113 | |
Raneys, LLC | 38 | | | 38 | |
Reliable Medical Supply LLC | 97 | | | 97 | |
Revival Animal Health, LLC | 86 | | | 86 | |
Rose Paving, LLC | 94 | | | 41 | |
RQM Buyer, Inc. | 188 | | | 191 | |
RTP Acquisition, LLC | 34 | | | 34 | |
Sage Dental Management, LLC | 75 | | | 75 | |
SAMGI Buyer, Inc. | 138 | | | 138 | |
SASE Company, LLC | 30 | | | 38 | |
SCA Buyer, LLC | 167 | | | 167 | |
SCP Beverage Buyer, LLC | 23 | | | 23 | |
SCP ENT and Allergy Services, LLC | 347 | | | 413 | |
Shearer Supply, LLC | 23 | | | 30 | |
ShiftKey, LLC | 66 | | | 110 | |
Signature Dental Partners LLC | 52 | | | 65 | |
| | | | | | | | | | | |
Portfolio Company | March 31, 2023 | | December 31, 2022 |
Silver Falls MSO, LLC | 95 | | | 2 | |
SimiTree Acquisition LLC | 186 | | | 186 | |
SIMKO Merger Sub, LLC | 171 | | | 170 | |
Soccer Post Acquisition, LLC | 6 | | | 17 | |
Southeast Primary Care Partners, LLC | 125 | | | 177 | |
Southern Orthodontic Partners Management, LLC | 125 | | | 136 | |
Southern Sports Medicine Partners, LLC | 175 | | | 175 | |
Spectrum Solutions, LLC | 267 | | | 267 | |
Stax Holding Company, LLC | 60 | | | 60 | |
Steel City Wash, LLC | 16 | | | 22 | |
Storm Smart Buyer LLC | 131 | | | 52 | |
Sun Orchard, LLC | 98 | | | 105 | |
Teel Plastics, LLC | 324 | | | 324 | |
The Channel Company, LLC | 27 | | | 58 | |
Trademark Global, LLC | 9 | | | 9 | |
Triad Technologies, LLC | 266 | | | 314 | |
United Land Services Opco Parent, LLC | 366 | | | 693 | |
Universal Pure, LLC | 140 | | | 278 | |
USALCO, LLC | 70 | | | 58 | |
Vanguard Packaging, LLC | 481 | | | 481 | |
Varsity DuvaSawko Operating Corp. | 474 | | | 474 | |
Vehicle Accessories, Inc. | 11 | | | 38 | |
Vital Care Buyer, LLC | 580 | | | 483 | |
Western Veterinary Partners, LLC | 24 | | | 22 | |
Yard-Nique, Inc | 169 | | | 163 | |
Total unfunded portfolio company commitments | $ | 21,366 | | | $ | 23,867 | |
(1)Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.
As of March 31, 2023 and December 31, 2022, approximately $209,000 and $207,000, respectively, of the Company's unfunded revolver commitments are reserved for letters of credit issued to third party beneficiaries on behalf of the Company's investments.
We maintain sufficient undrawn capital commitments of our investors to cover outstanding unfunded portfolio company commitments that we may be required to fund.
Investor Commitments
As of March 31, 2023 and December 31, 2022, the Company had $216.0 million in total capital commitments from investors ($21.6 million undrawn). These undrawn capital commitments will no longer remain in effect following the completion of a Qualified IPO.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the Investment Management Agreement, the Administration Agreement, and the Resource Sharing Agreement.
In addition to the aforementioned agreements, we intend to rely on exemptive relief that has been granted to us, our Advisor, and Angelo Gordon to permit us to co-invest with other funds managed by Angelo Gordon in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as any regulatory requirements and other pertinent factors. See “Item 1. – Notes to Consolidated Financial Statements – Note 6. Agreements and Related Party Transactions” for further description of our related party transactions.
Critical Accounting Policies
The preparation of our consolidated financial statements requires us 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, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2022, and elsewhere in our filings with the SEC. There have been no significant changes this quarter in our critical accounting policies and practices.
Good Faith Determinations of Fair Value (“Rule 2a-5”) under the 1940 Act was adopted by the SEC in December 2020 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act.
The Board has designated the Adviser as its “valuation designee’ pursuant to Rule 2a-5, and in that role the Adviser is responsible for performing fair value determinations relating to all of our investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies in accordance with valuation policies and procedures that have been approved by the Board. Even though the Board designated the Adviser as “valuation designee” the Board is ultimately responsible for the fair value determinations under the 1940 Act.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of our Advisor and independent third party valuation firm(s) engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We may fund portions of our investments with borrowings on a short term basis, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of March 31, 2023, 100% of our debt investments based on fair value in our portfolio were at floating rates.
Based on our Consolidated Statement of Assets and Liabilities as of March 31, 2023, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments and leverage (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month LIBOR or Term SOFR – contingent on the investment’s credit agreement – and there are no changes in our investment and borrowing structure:
| | | | | | | | | | | | | | | | | |
(Amounts in millions) | Interest Income | | Interest Expense | | Net Income |
Up 200 basis points | $ | 3.6 | | | $ | — | | | $ | 3.6 | |
Up 100 basis points | $ | 1.8 | | | $ | — | | | $ | 1.8 | |
Down 100 basis points | $ | (1.8) | | | $ | — | | | $ | (1.8) | |
Down 200 basis points | $ | (3.6) | | | $ | — | | | $ | (3.6) | |
To a limited extent, we may in the future hedge against interest rate fluctuations by using hedging instruments such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. The Company is providing the following additional risk factors to supplement the risk factors included in Item 1A. of our Annual Report.
We may be subject to risks related to bank impairments or failures either directly or through our portfolio companies, which, in turn, could indirectly impact our performance and results of operations.
In March 2023, the U.S. Federal Deposit Insurance Corporation (“FDIC”) took control of Silicon Valley Bank and Signature Bank, and in May 2023, the FDIC took control of First Republic Bank due to liquidity concerns. The impairment or failure of one or more banks with whom any of our portfolio companies transact may inhibit the ability of our portfolio companies to access depository accounts, investment accounts or credit facilities at such banks, which, in turn, may cause them to default on their debt obligations to us, resulting in impacts to our performance. In the event of such a failure of a banking institution where one or more of our portfolio companies holds depository accounts, access to such accounts could be restricted and FDIC protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, our affected portfolio companies may not be able to recover such excess, uninsured amounts, and they may not be able to cure any defaults. Additionally, unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm business, financial condition, operating results and prospects. We closely monitor activity in the banking sector as it relates to any of our borrowers and continually assess any potential indirect impact to us as a result of the same.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Except as previously reported by the Company on its current reports on Form 8-K, we did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
______________
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| AG TWIN BROOK BDC, INC. |
| |
May 12, 2023 | By: | /s/ Trevor Clark |
| | Trevor Clark |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | | | | | | | |
May 12, 2023 | By: | /s/ Terrence Walters |
| | Terrence Walters |
| | Chief Financial Officer and Treasurer |
| | (Principal Financial Officer and Principal Accounting Officer) |