UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________
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ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended June 30, 2022
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o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
_________________________________________________________________________________
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Commission File Number | | Exact name of registrant as specified in its charter, addresses of principal executive offices, telephone numbers and states or other jurisdictions of incorporation or organization | | I.R.S. Employer Identification Number |
000-56123 | | NMF SLF I, Inc. 1633 Broadway, 48th Floor New York, New York 10019 Telephone: (212) 720-0300 State of Incorporation: Maryland | | 83-3291673 |
_________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
| | | | | | | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| None | N/A | N/A | |
Securities registered pursuant to Section 12(g) of the Act:
| | | | | | | | |
| Title of each class | |
Common Stock, par value $0.001 |
_________________________________________________________________________________
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 ý 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 o 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 ý | Smaller reporting company o | |
| Emerging growth company ý | | |
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 ý
_________________________________________________________________________________
The number of the registrant's common stock shares outstanding as of August 12, 2022 was 73,750,032. As of June 30, 2022, there was no established public market for the registrant's common stock.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NMF SLF I, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
(unaudited)
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Assets | | | |
Non-controlled/non-affiliated investments at fair value (cost of $1,166,333 and $1,060,947, respectively) | $ | 1,163,044 | | | $ | 1,070,088 | |
| | | |
Cash and cash equivalents | 16,932 | | | 21,426 | |
Interest receivable | 4,173 | | | 5,237 | |
| | | |
Other assets | 452 | | | 337 | |
Total assets | $ | 1,184,601 | | | $ | 1,097,088 | |
Liabilities | | | |
Borrowings | | | |
Wells Credit Facility | $ | 406,500 | | | $ | 318,000 | |
Deferred financing costs (net of accumulated amortization of $1,528 and $1,088, respectively) | (3,091) | | | (3,531) | |
Net borrowings | 403,409 | | | 314,469 | |
Distribution payable | 32,096 | | | 32,021 | |
Payable for unsettled securities purchased | 4,025 | | | 27,781 | |
Management fee payable | 1,625 | | | 1,460 | |
Interest payable | 1,208 | | | 646 | |
Payable to affiliates | 124 | | | 114 | |
| | | |
Other liabilities | 826 | | | 498 | |
Total liabilities | 443,313 | | | 376,989 | |
Commitments and contingencies (See Note 8) | | | |
Net Assets | | | |
Common stock, par value $0.001, 500,000,000 shares authorized, 70,727,699 and 67,739,484 shares issued and outstanding, respectively | 71 | | | 68 | |
Paid in capital in excess of par | 739,378 | | | 707,361 | |
Accumulated undistributed earnings | 1,839 | | | 12,670 | |
Total net assets | $ | 741,288 | | | $ | 720,099 | |
Total liabilities and net assets | $ | 1,184,601 | | | $ | 1,097,088 | |
| | | |
Net asset value per share | $ | 10.48 | | | $ | 10.63 | |
The accompanying notes are an integral part of these consolidated financial statements.
3
NMF SLF I, Inc.
Consolidated Statements of Operations
(in thousands, except shares and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Investment income | | | | | | | |
Interest income (excluding Payment-in-kind ("PIK") interest income) | $ | 19,767 | | | $ | 12,666 | | | $ | 37,803 | | | $ | 21,940 | |
PIK interest income | 882 | | | 219 | | | 1,688 | | | 327 | |
| | | | | | | |
Fee income | 1,602 | | | 1,080 | | | 2,880 | | | 1,999 | |
Total investment income | 22,251 | | | 13,965 | | | 42,371 | | | 24,266 | |
Expenses | | | | | | | |
Interest and other financing expenses | 3,255 | | | 1,288 | | | 5,617 | | | 2,130 | |
Management fee | 1,625 | | | 998 | | | 3,250 | | | 1,886 | |
Professional fees | 274 | | | 150 | | | 547 | | | 307 | |
Administrative expenses | 249 | | | 143 | | | 514 | | | 264 | |
Other general and administrative expenses | 79 | | | 64 | | | 147 | | | 141 | |
Organizational expenses | — | | | 10 | | | — | | | 18 | |
Total expenses | 5,482 | | | 2,653 | | | 10,075 | | | 4,746 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net investment income before income taxes | 16,769 | | | 11,312 | | | 32,296 | | | 19,520 | |
Income tax expense | — | | | — | | | — | | | 3 | |
Net investment income | 16,769 | | | 11,312 | | | 32,296 | | | 19,517 | |
Net realized and unrealized gains (losses) | | | | | | | |
Net realized (losses) gains on investments | (606) | | | — | | | 1,398 | | | — | |
Net change in unrealized depreciation of investments | (8,567) | | | (3,627) | | | (12,430) | | | (2,438) | |
| | | | | | | |
Net realized and unrealized losses | (9,173) | | | (3,627) | | | (11,032) | | | (2,438) | |
Net increase in net assets resulting from operations | $ | 7,596 | | | $ | 7,685 | | | $ | 21,264 | | | $ | 17,079 | |
Earnings per share (basic & diluted) | $ | 0.11 | | | $ | 0.21 | | | $ | 0.30 | | | $ | 0.47 | |
Weighted average shares of common stock outstanding - basic & diluted (See Note 10) | 70,727,699 | | | 36,377,679 | | | 70,529,585 | | | 36,015,027 | |
The accompanying notes are an integral part of these consolidated financial statements.
4
NMF SLF I, Inc.
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Increase (decrease) in net assets resulting from operations: | | | | | | | |
Net investment income | $ | 16,769 | | | $ | 11,312 | | | $ | 32,296 | | | $ | 19,517 | |
Net realized (losses) gains on investments | (606) | | | — | | | 1,398 | | | — | |
Net change in unrealized depreciation of investments | (8,567) | | | (3,627) | | | (12,430) | | | (2,438) | |
Net increase in net assets resulting from operations | 7,596 | | | 7,685 | | | 21,264 | | | 17,079 | |
Capital transactions | | | | | | | |
| | | | | | | |
| | | | | | | |
Distributions declared to stockholders from net investment income | (16,536) | | | (10,746) | | | (32,096) | | | (19,861) | |
| | | | | | | |
Reinvestment of distributions | — | | | 9,115 | | | 32,021 | | | 9,115 | |
Total net decrease in net assets resulting from capital transactions | (16,536) | | | (1,631) | | | (75) | | | (10,746) | |
Net (decrease) increase in net assets | (8,940) | | | 6,054 | | | 21,189 | | | 6,333 | |
Net assets at the beginning of the period | 750,228 | | | 386,991 | | | 720,099 | | | 386,712 | |
Net assets at the end of the period | $ | 741,288 | | | $ | 393,045 | | | $ | 741,288 | | | $ | 393,045 | |
| | | | | | | |
Capital share activity | | | | | | | |
| | | | | | | |
Shares issued from the reinvestment of distributions | — | | | 840,119 | | | 2,988,215 | | | 840,119 | |
| | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
5
NMF SLF I, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Six Months Ended |
| June 30, 2022 | | June 30, 2021 |
Cash flows from operating activities | | | |
Net increase in net assets resulting from operations | $ | 21,264 | | | $ | 17,079 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | |
Net realized gains on investments | (1,398) | | | — | |
Net change in unrealized depreciation of investments | 12,430 | | | 2,438 | |
Amortization of purchase discount | (2,189) | | | (5,167) | |
Amortization of deferred financing costs | 440 | | | 372 | |
Non-cash investment income | (1,745) | | | (267) | |
(Increase) decrease in operating assets: | | | |
Purchase of investments and delayed draw facilities | (195,019) | | | (188,963) | |
Proceeds from sales and paydowns of investments | 96,377 | | | 50,131 | |
Cash paid for purchase of drawn portion of revolving credit facilities | (34) | | | (27) | |
Cash paid on drawn revolving credit facilities | (12,094) | | | (1,768) | |
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities | 113 | | | 73 | |
Cash repayments on drawn revolvers | 10,603 | | | 1,424 | |
Interest receivable | 1,064 | | | (1,014) | |
| | | |
| | | |
Other assets | (115) | | | (131) | |
Increase (decrease) in operating liabilities: | | | |
Payable for unsettled securities purchased | (23,756) | | | (15,641) | |
Interest payable | 562 | | | 356 | |
Management fee payable | 165 | | | 316 | |
| | | |
| | | |
Payable to affiliates | 10 | | | 41 | |
Other liabilities | 334 | | | 24 | |
Net cash flows used in operating activities | (92,988) | | | (140,724) | |
Cash flows from financing activities | | | |
Distributions paid | — | | | (5,811) | |
| | | |
| | | |
Repayment of Wells Subscription Line | — | | | (8,000) | |
Proceeds from Wells Credit Facility | 152,000 | | | 136,000 | |
Repayment of Wells Credit Facility | (63,500) | | | — | |
| | | |
Deferred financing costs paid | (6) | | | (945) | |
Net cash flows provided by financing activities | 88,494 | | | 121,244 | |
Net decrease in cash and cash equivalents | (4,494) | | | (19,480) | |
Cash and cash equivalents at the beginning of the period | 21,426 | | | 37,073 | |
Cash and cash equivalents at the end of the period | $ | 16,932 | | | $ | 17,593 | |
| | | |
Supplemental disclosure of cash flow information | | | |
Cash interest paid | $ | 4,386 | | | $ | 1,226 | |
Income taxes paid | — | | | 23 | |
| | | |
| | | |
Non-cash financing activities: | | | |
Distribution declared and payable | 32,096 | | | 10,746 | |
Value of shares issued in connection with reinvestment of distributions | 32,021 | | | 9,115 | |
| | | |
Accrual for deferred financing costs | — | | | 11 | |
The accompanying notes are an integral part of these consolidated financial statements.
6
NMF SLF I, Inc.
Consolidated Schedule of Investments
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | |
Funded Debt Investments - United States | | | | | | | | | | | | | | | | |
Frontline Technologies Group Holdings, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.49% (L + 5.25%/Q) | | 4/20/2020 | | 9/18/2023 | | $ | 16,823 | | | $ | 16,463 | | | $ | 16,823 | | | |
| | First lien (2)(3) | | 6.49% (L + 5.25%/Q) | | 12/30/2020 | | 9/18/2023 | | 9,777 | | | 9,777 | | | 9,777 | | | |
| | First lien (2)(3) | | 6.49% (L + 5.25%/Q) | | 4/20/2020 | | 9/18/2023 | | 7,429 | | | 7,270 | | | 7,429 | | | |
| | First lien (2)(3) | | 6.49% (L + 5.25%/Q) | | 6/15/2021 | | 9/18/2023 | | 3,230 | | | 3,230 | | | 3,230 | | | |
| | | | | | | | | | 37,259 | | | 36,740 | | | 37,259 | | | 5.03 | % |
Higginbotham Insurance Agency, Inc. | | | | | | | | | | | | | | | | |
Insurance Services | | First lien (2)(3) | | 7.17% (L + 5.50%/M) | | 11/19/2020 | | 11/25/2026 | | 23,787 | | | 23,649 | | | 23,787 | | | |
| | First lien (3) | | 7.17% (L + 5.50%/M) | | 11/19/2020 | | 11/25/2026 | | 6,715 | | | 6,672 | | | 6,715 | | | |
| | | | | | | | | | 30,502 | | | 30,321 | | | 30,502 | | | 4.11 | % |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.26% (L + 5.75%/Q) | | 2/6/2020 | | 5/22/2026 | | 24,479 | | | 24,378 | | | 24,479 | | | |
| | First lien (3) | | 7.26% (L + 5.75%/Q) | | 2/6/2020 | | 5/22/2026 | | 5,425 | | | 5,396 | | | 5,425 | | | |
| | First lien (3)(4) - Drawn | | 7.26% (L + 5.75%/Q) | | 2/6/2020 | | 5/22/2026 | | 480 | | | 480 | | | 480 | | | |
| | | | | | | | | | 30,384 | | | 30,254 | | | 30,384 | | | 4.10 | % |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC) | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3) | | 7.00% (L + 6.00%/S) | | 12/11/2020 | | 10/4/2027 | | 18,585 | | | 18,452 | | | 18,585 | | | |
| | First lien (3) | | 7.52% (SOFR + 6.00%/S) | | 6/3/2021 | | 10/4/2027 | | 4,985 | | | 4,964 | | | 4,985 | | | |
| | First lien (3)(4) - Drawn | | 7.68% (SOFR + 6.00%/S) | | 8/13/2021 | | 10/4/2027 | | 4,941 | | | 4,930 | | | 4,941 | | | |
| | First lien (3)(4) - Drawn | | 7.68% (SOFR + 6.00%/Q) | | 8/13/2021 | | 10/4/2027 | | 171 | | | 171 | | | 171 | | | |
| | | | | | | | | | 28,682 | | | 28,517 | | | 28,682 | | | 3.87 | % |
Zone Climate Services, Inc. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 6.40% (SOFR + 4.75%/Q) | | 3/9/2022 | | 3/9/2028 | | 28,033 | | | 27,762 | | | 27,753 | | | 3.74 | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | 7.75% (L + 5.50%/Q) | | 10/15/2020 | | 11/26/2027 | | 19,734 | | | 19,496 | | | 19,734 | | | |
| | First lien (3)(4) - Drawn | | 7.75% (L + 5.50%/Q) | | 11/26/2021 | | 11/26/2027 | | 7,517 | | | 7,446 | | | 7,517 | | | |
| | | | | | | | | | 27,251 | | | 26,942 | | | 27,251 | | | 3.68 | % |
Diligent Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 9.13% (L + 6.25%/Q) | | 8/4/2020 | | 8/4/2025 | | 14,823 | | | 14,701 | | | 14,823 | | | |
| | First lien (2)(3) | | 8.63% (L + 5.75%/Q) | | 3/30/2021 | | 8/4/2025 | | 5,610 | | | 5,589 | | | 5,610 | | | |
| | First lien (2)(3) | | 8.63% (L + 5.75%/S) | | 3/4/2021 | | 8/4/2025 | | 3,129 | | | 3,117 | | | 3,129 | | | |
| | First lien (3) | | 9.13% (L + 6.25%/Q) | | 8/4/2020 | | 8/4/2025 | | 1,240 | | | 1,230 | | | 1,240 | | | |
| | First lien (3)(4) - Drawn | | 8.49% (L + 6.25%/Q) | | 8/4/2020 | | 8/4/2025 | | 1,184 | | | 1,186 | | | 1,184 | | | |
| | First lien (3) | | 9.13% (L + 6.25%/Q) | | 8/4/2020 | | 8/4/2025 | | 782 | | | 775 | | | 782 | | | |
| | | | | | | | | | 26,768 | | | 26,598 | | | 26,768 | | | 3.61 | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
7
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Associations, Inc. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 7.64% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | $ | 14,733 | | | $ | 14,675 | | | $ | 14,660 | | | |
| | First lien (3) | | 8.62% (SOFR + 6.50% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 3,624 | | | 3,609 | | | 3,606 | | | |
| | First lien (3) | | 8.05% (SOFR + 6.50% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 3,624 | | | 3,609 | | | 3,606 | | | |
| | First lien (3) | | 7.88% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 2,189 | | | 2,180 | | | 2,178 | | | |
| | First lien (3) | | 7.56% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 1,741 | | | 1,734 | | | 1,733 | | | |
| | | | | | | | | | 25,911 | | | 25,807 | | | 25,783 | | | 3.48 | % |
Apptio, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 7.25% (L + 6.00%/M) | | 4/20/2020 | | 1/10/2025 | | 25,000 | | | 24,191 | | | 25,000 | | | 3.37 | % |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.17% (L + 5.50%/M) | | 9/13/2021 | | 9/13/2028 | | 25,202 | | | 24,974 | | | 24,950 | | | 3.37 | % |
OA Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2)(3) | | 7.67% (L + 6.00%/M) | | 12/20/2021 | | 12/20/2028 | | 23,758 | | | 23,535 | | | 23,442 | | | |
| | First lien (2)(3) | | 7.67% (L + 6.00%/M) | | 5/6/2022 | | 12/20/2028 | | 1,500 | | | 1,485 | | | 1,480 | | | |
| | | | | | | | | | 25,258 | | | 25,020 | | | 24,922 | | | 3.36 | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.72% (L + 5.50%/Q) | | 4/20/2020 | | 9/12/2024 | | 20,025 | | | 19,420 | | | 20,025 | | | |
| | First lien (2)(3) | | 6.72% (L + 5.50%/Q) | | 4/20/2020 | | 9/12/2024 | | 3,905 | | | 3,787 | | | 3,905 | | | |
| | | | | | | | | | 23,930 | | | 23,207 | | | 23,930 | | | 3.23 | % |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | 8.02% (L + 6.00%/Q) | | 9/22/2021 | | 9/22/2028 | | 23,258 | | | 23,047 | | | 23,026 | | | |
| | First lien (3)(4) - Drawn | | 9.75% (P + 5.00%/Q) | | 9/22/2021 | | 9/22/2027 | | 502 | | | 499 | | | 497 | | | |
| | | | | | | | | | 23,760 | | | 23,546 | | | 23,523 | | | 3.17 | % |
Allworth Financial Group, L.P. | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | 6.38% (SOFR + 4.75%/M) | | 12/21/2020 | | 12/23/2026 | | 17,839 | | | 17,696 | | | 17,839 | | | |
| | First lien (3) | | 6.38% (SOFR + 4.75%/M) | | 12/21/2020 | | 12/23/2026 | | 5,399 | | | 5,353 | | | 5,399 | | | |
| | First lien (3)(4) - Drawn | | 6.38% (SOFR + 4.75%/M) | | 1/20/2022 | | 12/23/2026 | | 209 | | | 207 | | | 209 | | | |
| | | | | | | | | | 23,447 | | | 23,256 | | | 23,447 | | | 3.16 | % |
Syndigo LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 5.82% (L + 4.50%/M) | | 12/14/2020 | | 12/15/2027 | | 19,750 | | | 19,629 | | | 19,381 | | | |
| | Second Lien (3) | | 10.51% (L + 8.00%/S) | | 12/14/2020 | | 12/15/2028 | | 4,000 | | | 3,978 | | | 3,893 | | | |
| | | | | | | | | | 23,750 | | | 23,607 | | | 23,274 | | | 3.14 | % |
Anaplan, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 8.01% (SOFR + 6.50%/M) | | 6/21/2022 | | 6/21/2029 | | 22,941 | | | 22,712 | | | 22,712 | | | 3.06 | % |
PDQ.com Corporation | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3) | | 7.25% (L + 5.00%/Q) | | 9/1/2021 | | 8/27/2027 | | 13,428 | | | 13,369 | | | 13,361 | | | |
| | First lien (3) | | 7.25% (L + 5.00%/Q) | | 9/1/2021 | | 8/27/2027 | | 9,199 | | | 9,158 | | | 9,153 | | | |
| | | | | | | | | | 22,627 | | | 22,527 | | | 22,514 | | | 3.04 | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
8
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Notorious Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (2)(3) | | 8.00% (L + 6.50%/S) | | 11/23/2021 | | 11/23/2027 | | $ | 21,159 | | | $ | 21,014 | | | $ | 21,001 | | | |
| | First lien (3)(4) - Drawn | | 8.05% (L + 6.50%/S) | | 11/23/2021 | | 5/24/2027 | | 799 | | | 794 | | | 793 | | | |
| | | | | | | | | | 21,958 | | | 21,808 | | | 21,794 | | | 2.94 | % |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 8.50% (L + 3.50% + 2.75% PIK/Q)* | | 12/20/2021 | | 12/21/2028 | | 20,790 | | | 20,599 | | | 20,582 | | | |
| | First lien (3)(4) - Drawn | | 10.00% (P + 5.25%/Q) | | 12/20/2021 | | 12/21/2028 | | 1,081 | | | 1,070 | | | 1,041 | | | |
| | | | | | | | | | 21,871 | | | 21,669 | | | 21,623 | | | 2.92 | % |
Eisner Advisory Group LLC | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | 6.39% (SOFR + 4.75%/M) | | 8/16/2021 | | 7/28/2028 | | 19,754 | | | 19,634 | | | 19,456 | | | |
| | First lien (3) | | 6.39% (SOFR + 4.75%/M) | | 8/16/2021 | | 7/28/2028 | | 1,671 | | | 1,663 | | | 1,646 | | | |
| | | | | | | | | | 21,425 | | | 21,297 | | | 21,102 | | | 2.85 | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 6.99% (L + 5.25%/M) | | 12/22/2021 | | 12/22/2028 | | 20,765 | | | 20,619 | | | 20,609 | | | |
| | First lien (4) - Drawn | | 9.00% (P + 4.25%/Q) | | 12/22/2021 | | 12/22/2027 | | 389 | | | 388 | | | 386 | | | |
| | | | | | | | | | 21,154 | | | 21,007 | | | 20,995 | | | 2.84 | % |
Foundational Education Group, Inc. | | | | | | | | | | | | | | | | |
Education | | First lien (2) | | 6.07% (SOFR + 3.75%/Q) | | 8/19/2021 | | 8/31/2028 | | 14,428 | | | 14,363 | | | 13,850 | | | |
| | Second Lien (2)(3) | | 8.82% (SOFR + 6.50%/Q) | | 8/19/2021 | | 8/31/2029 | | 6,488 | | | 6,458 | | | 6,145 | | | |
| | | | | | | | | | 20,916 | | | 20,821 | | | 19,995 | | | 2.70 | % |
Recorded Future, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 8.13% (L + 5.25%/S) | | 12/30/2021 | | 7/3/2025 | | 7,463 | | | 7,430 | | | 7,425 | | | |
| | First lien (2)(3) | | 8.13% (L + 5.25%/S) | | 8/3/2020 | | 7/3/2025 | | 5,788 | | | 5,749 | | | 5,759 | | | |
| | First lien (3) | | 8.13% (L + 5.25%/S) | | 8/3/2020 | | 7/3/2025 | | 4,125 | | | 4,078 | | | 4,104 | | | |
| | First lien (2)(3) | | 8.13% (L + 5.25%/S) | | 1/19/2022 | | 7/3/2025 | | 2,503 | | | 2,488 | | | 2,492 | | | |
| | | | | | | | | | 19,879 | | | 19,745 | | | 19,780 | | | 2.67 | % |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 8.00% (L + 5.75%/Q) | | 8/26/2021 | | 8/28/2028 | | 16,948 | | | 16,795 | | | 16,778 | | | |
| | First lien (3)(4) - Drawn | | 8.00% (L + 5.75%/Q) | | 8/26/2021 | | 8/28/2028 | | 1,784 | | | 1,768 | | | 1,766 | | | |
| | First lien (3)(4) - Drawn | | 8.00% (L + 5.75%/Q) | | 8/26/2021 | | 8/26/2027 | | 449 | | | 447 | | | 445 | | | |
| | | | | | | | | | 19,181 | | | 19,010 | | | 18,989 | | | 2.56 | % |
Stamps.com Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.87% (L + 5.75%/M) | | 10/5/2021 | | 10/5/2028 | | 11,692 | | | 11,585 | | | 11,575 | | | |
| | First lien (2)(3) | | 6.87% (L + 5.75%/M) | | 12/13/2021 | | 10/5/2028 | | 7,348 | | | 7,280 | | | 7,275 | | | |
| | | | | | | | | | 19,040 | | | 18,865 | | | 18,850 | | | 2.54 | % |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 6.07% (L + 4.50%/Q) | | 8/24/2021 | | 8/31/2028 | | 18,951 | | | 18,908 | | | 17,909 | | | |
| | First lien | | 6.07% (L + 4.50%/Q) | | 8/24/2021 | | 8/31/2028 | | 933 | | | 929 | | | 882 | | | |
| | | | | | | | | | 19,884 | | | 19,837 | | | 18,791 | | | 2.53 | % |
VetCor Professional Practices LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3) | | 5.59% (L + 4.25%/Q) | | 12/3/2021 | | 7/2/2025 | | 14,348 | | | 14,287 | | | 14,348 | | | |
| | Second Lien (3)(4) - Drawn | | 7.53% (L + 6.50%/S) | | 12/3/2021 | | 7/2/2026 | | 3,585 | | | 3,561 | | | 3,553 | | | |
| | | | | | | | | | 17,933 | | | 17,848 | | | 17,901 | | | 2.41 | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
9
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.75% (L + 5.75%/S) | | 4/20/2021 | | 4/20/2028 | | $ | 17,295 | | | $ | 17,165 | | | $ | 17,204 | | | 2.32 | % |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2)(3) | | 6.50% (L + 5.50%/Q) | | 12/1/2021 | | 4/27/2027 | | 9,244 | | | 9,202 | | | 9,116 | | | |
| | First lien (2)(3) | | 7.17% (L + 5.50%/M) | | 4/28/2021 | | 4/27/2027 | | 6,930 | | | 6,901 | | | 6,834 | | | |
| | First lien (2)(3) | | 6.50% (L + 5.50%/Q) | | 10/14/2021 | | 4/27/2027 | | 1,065 | | | 1,061 | | | 1,051 | | | |
| | | | | | | | | | 17,239 | | | 17,164 | | | 17,001 | | | 2.29 | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | |
Packaging | | First lien (2)(3) | | 7.65% (L + 5.50%/Q) | | 10/15/2021 | | 10/13/2028 | | 12,340 | | | 12,226 | | | 12,216 | | | |
| | First lien (3) | | 7.65% (L + 5.50%/Q) | | 10/15/2021 | | 10/13/2028 | | 3,379 | | | 3,352 | | | 3,345 | | | |
| | First lien (3)(4) - Drawn | | 7.73% (L + 5.50%/Q) | | 10/15/2021 | | 10/15/2027 | | 115 | | | 116 | | | 114 | | | |
| | | | | | | | | | 15,834 | | | 15,694 | | | 15,675 | | | 2.11 | % |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2)(3) | | 7.88% (L + 3.50% + 2.75% PIK/M)* | | 12/27/2021 | | 11/24/2028 | | 15,452 | | | 15,272 | | | 15,258 | | | 2.06 | % |
Granicus, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 8.75% (L + 6.50%/Q) | | 1/27/2021 | | 1/29/2027 | | 10,668 | | | 10,604 | | | 10,668 | | | |
| | First lien (3) | | 8.75% (L + 6.50%/Q) | | 1/27/2021 | | 1/29/2027 | | 2,987 | | | 2,969 | | | 2,987 | | | |
| | First lien (3)(4) - Drawn | | 8.25% (L + 6.00%/Q) | | 4/23/2021 | | 1/29/2027 | | 1,382 | | | 1,371 | | | 1,382 | | | |
| | | | | | | | | | 15,037 | | | 14,944 | | | 15,037 | | | 2.03 | % |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | 7.12% (L + 5.50%/M) | | 5/26/2022 | | 9/30/2027 | | 14,977 | | | 14,829 | | | 14,827 | | | 2.00 | % |
Kaseya Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 8.29% (SOFR + 5.75%/S) | | 6/23/2022 | | 6/25/2029 | | 14,662 | | | 14,553 | | | 14,552 | | | 1.96 | % |
MRI Software LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.75% (L + 5.50%/Q) | | 1/31/2020 | | 2/10/2026 | | 10,973 | | | 10,937 | | | 10,973 | | | |
| | First lien (2)(3) | | 7.75% (L + 5.50%/Q) | | 3/24/2021 | | 2/10/2026 | | 3,112 | | | 3,108 | | | 3,112 | | | |
| | First lien (3) | | 7.75% (L + 5.50%/Q) | | 1/31/2020 | | 2/10/2026 | | 317 | | | 316 | | | 317 | | | |
| | | | | | | | | | 14,402 | | | 14,361 | | | 14,402 | | | 1.94 | % |
RealPage, Inc. | | | | | | | | | | | | | | | | |
Business Services | | Second Lien | | 8.17% (L + 6.50%/M) | | 2/18/2021 | | 4/23/2029 | | 14,250 | | | 14,155 | | | 13,538 | | | 1.83 | % |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 9.25% (L + 7.00% PIK/Q)* | | 11/1/2021 | | 11/1/2028 | | 11,850 | | | 11,746 | | | 11,731 | | | |
| | First lien (3) | | 9.25% (L + 7.00% PIK/Q)* | | 3/11/2022 | | 11/1/2028 | | 1,624 | | | 1,609 | | | 1,608 | | | |
| | | | | | | | | | 13,474 | | | 13,355 | | | 13,339 | | | 1.80 | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 8.00% (L + 5.75%/Q) | | 12/20/2021 | | 12/21/2027 | | 9,076 | | | 8,992 | | | 8,985 | | | |
| | First lien (3) | | 8.00% (L + 5.75%/Q) | | 12/20/2021 | | 12/21/2027 | | 3,027 | | | 2,999 | | | 2,997 | | | |
| | First lien (3)(4) - Drawn | | 6.99% (L + 5.75%/Q) | | 12/20/2021 | | 12/21/2027 | | 809 | | | 824 | | | 801 | | | |
| | First lien (3)(4) - Drawn | | 7.39% (L + 5.75%/Q) | | 12/20/2021 | | 12/21/2027 | | 310 | | | 299 | | | 307 | | | |
| | | | | | | | | | 13,222 | | | 13,114 | | | 13,090 | | | 1.77 | % |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 8.00% (L + 5.75%/Q) | | 12/1/2021 | | 12/1/2027 | | 12,517 | | | 12,459 | | | 12,436 | | | 1.68 | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
10
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
CFS Management, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 8.57% (SOFR + 6.25%/Q) | | 9/1/2021 | | 7/1/2024 | | $ | 8,833 | | | $ | 8,793 | | | $ | 8,833 | | | |
| | First lien (3) | | 8.57% (SOFR + 6.25%/Q) | | 9/1/2021 | | 7/1/2024 | | 3,359 | | | 3,344 | | | 3,359 | | | |
| | | | | | | | | | 12,192 | | | 12,137 | | | 12,192 | | | 1.64 | % |
CentralSquare Technologies, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 6.00% (L + 3.75%/Q) | | 4/1/2020 | | 8/29/2025 | | 13,442 | | | 11,947 | | | 12,132 | | | 1.64 | % |
AAH Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 7.14% (L + 5.50%/M) | | 12/22/2021 | | 12/22/2027 | | 11,814 | | | 11,704 | | | 11,695 | | | 1.58 | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 6.90% (SOFR + 5.75%/M) | | 6/1/2022 | | 6/1/2028 | | 11,593 | | | 11,593 | | | 11,593 | | | 1.56 | % |
Relativity ODA LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 9.15% (L + 6.50% PIK/M)* | | 5/12/2021 | | 5/12/2027 | | 11,511 | | | 11,399 | | | 11,511 | | | 1.55 | % |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 7.75% (L + 5.50%/Q) | | 9/21/2021 | | 9/27/2027 | | 11,392 | | | 11,291 | | | 11,279 | | | |
| | First lien (3)(4) - Drawn | | 7.17% (L + 5.50%/M) | | 9/21/2021 | | 9/27/2027 | | 158 | | | 159 | | | 157 | | | |
| | | | | | | | | | 11,550 | | | 11,450 | | | 11,436 | | | 1.54 | % |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.17% (L + 5.50%/M) | | 10/15/2021 | | 10/16/2028 | | 10,493 | | | 10,397 | | | 10,362 | | | |
| | First lien (3) | | 7.17% (L + 5.50%/M) | | 10/15/2021 | | 10/16/2028 | | 884 | | | 878 | | | 873 | | | |
| | | | | | | | | | 11,377 | | | 11,275 | | | 11,235 | | | 1.52 | % |
Bullhorn, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 8.00% (L + 5.75%/Q) | | 9/11/2020 | | 9/30/2026 | | 9,702 | | | 9,650 | | | 9,702 | | | |
| | First lien (3) | | 8.00% (L + 5.75%/Q) | | 9/11/2020 | | 9/30/2026 | | 605 | | | 603 | | | 605 | | | |
| | | | | | | | | | 10,307 | | | 10,253 | | | 10,307 | | | 1.39 | % |
Snap One Holdings Corp.** | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2) | | 7.38% (L + 4.50%/S) | | 11/23/2021 | | 12/8/2028 | | 11,150 | | | 11,098 | | | 10,202 | | | 1.38 | % |
Bottomline Technologies, Inc. | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | 7.50% (SOFR + 5.50%/M) | | 5/12/2022 | | 5/14/2029 | | 10,127 | | | 10,027 | | | 10,026 | | | 1.35 | % |
LSCS Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 6.75% (L + 4.50%/Q) | | 11/23/2021 | | 12/16/2028 | | 10,407 | | | 10,383 | | | 9,913 | | | 1.34 | % |
Energize Holdco LLC | | | | | | | | | | | | | | | | |
Business Services | | Second Lien (2)(3) | | 9.00% (L + 6.75%/Q) | | 11/19/2021 | | 12/7/2029 | | 10,000 | | | 9,953 | | | 9,893 | | | 1.33 | % |
Xactly Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 8.49% (L + 7.25%/Q) | | 6/5/2020 | | 7/31/2023 | | 9,449 | | | 9,269 | | | 9,449 | | | |
| | First lien (3)(4) - Drawn | | 8.80% (L + 7.25%/Q) | | 6/5/2020 | | 7/31/2023 | | 338 | | | 339 | | | 338 | | | |
| | | | | | | | | | 9,787 | | | 9,608 | | | 9,787 | | | 1.32 | % |
RXB Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 6.61% (L + 4.50%/S) | | 7/28/2021 | | 12/20/2027 | | 9,900 | | | 9,878 | | | 9,207 | | | 1.24 | % |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 7.75% (L + 5.50%/Q) | | 8/2/2021 | | 8/2/2028 | | 7,424 | | | 7,357 | | | 7,349 | | | |
| | First lien (3)(4) - Drawn | | 7.75% (L + 5.50%/Q) | | 8/2/2021 | | 8/2/2028 | | 324 | | | 321 | | | 320 | | | |
| | | | | | | | | | 7,748 | | | 7,678 | | | 7,669 | | | 1.03 | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
11
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.75% (SOFR + 6.00%/S) | | 3/12/2021 | | 4/3/2028 | | $ | 6,382 | | | $ | 6,342 | | | $ | 6,382 | | | |
| | First lien (3) | | 6.75% (SOFR + 6.00%/Q) | | 3/12/2021 | | 4/3/2028 | | 1,062 | | | 1,057 | | | 1,062 | | | |
| | First lien (3)(4) - Drawn | | 6.75% (SOFR + 6.00%/Q) | | 3/12/2021 | | 4/3/2028 | | 49 | | | 46 | | | 49 | | | |
| | | | | | | | | | 7,493 | | | 7,445 | | | 7,493 | | | 1.01 | % |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | 7.17% (L + 5.50%/M) | | 8/12/2021 | | 8/13/2026 | | 7,230 | | | 7,169 | | | 7,230 | | | |
| | First lien (3)(4) - Drawn | | 7.17% (L + 5.50%/M) | | 4/11/2022 | | 8/13/2026 | | 114 | | | 112 | | | 114 | | | |
| | | | | | | | | | 7,344 | | | 7,281 | | | 7,344 | | | 0.99 | % |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.97% (L + 6.00%/Q) | | 3/1/2021 | | 3/1/2028 | | 7,401 | | | 7,307 | | | 7,341 | | | 0.99 | % |
OEConnection LLC | | | | | | | | | | | | | | | | |
Business Services | | Second Lien (2)(3) | | 8.60% (L + 7.00%/M) | | 12/17/2021 | | 9/25/2027 | | 7,360 | | | 7,292 | | | 7,286 | | | 0.98 | % |
Maverick Bidco Inc. | | | | | | | | | | | | | | | | |
Software | | Second Lien (3) | | 7.99% (L + 6.75%/Q) | | 4/29/2021 | | 5/18/2029 | | 6,800 | | | 6,783 | | | 6,728 | | | 0.91 | % |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | 7.00% (L + 6.00%/S) | | 3/13/2020 | | 2/6/2026 | | 5,402 | | | 5,384 | | | 5,402 | | | |
| | First lien (2)(3) | | 10.25% (L + 8.00%/Q) | | 10/15/2020 | | 8/6/2026 | | 972 | | | 964 | | | 972 | | | |
| | First lien (3)(4) - Drawn | | 7.54% (L + 6.00%/Q) | | 3/13/2020 | | 2/6/2025 | | 118 | | | 119 | | | 118 | | | |
| | | | | | | | | | 6,492 | | | 6,467 | | | 6,492 | | | 0.88 | % |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2)(3) | | 6.56% (L + 5.50%/M) | | 2/20/2020 | | 2/20/2026 | | 6,182 | | | 6,162 | | | 6,182 | | | |
| | First lien (3)(4) - Drawn | | 6.56% (L + 5.50%/M) | | 2/20/2020 | | 2/20/2026 | | 116 | | | 116 | | | 116 | | | |
| | | | | | | | | | 6,298 | | | 6,278 | | | 6,298 | | | 0.85 | % |
Infogain Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.99% (L + 5.75%/Q) | | 7/30/2021 | | 7/28/2028 | | 6,132 | | | 6,091 | | | 6,078 | | | |
| | First lien (3)(4) - Drawn | | 6.96% (L + 5.75%/Q) | | 7/30/2021 | | 7/30/2026 | | 93 | | | 94 | | | 92 | | | |
| | | | | | | | | | 6,225 | | | 6,185 | | | 6,170 | | | 0.83 | % |
| | | | | | | | | | | | | | | | |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | 7.08% (L + 5.25%/S) | | 6/30/2021 | | 6/29/2027 | | 4,966 | | | 4,923 | | | 4,916 | | | |
| | First lien (3)(4) - Drawn | | 6.85% (L + 5.25%/S) | | 6/30/2021 | | 6/29/2027 | | 933 | | | 924 | | | 923 | | | |
| | | | | | | | | | 5,899 | | | 5,847 | | | 5,839 | | | 0.79 | % |
Beacon Pointe Harmony, LLC | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | 6.70% (L + 5.25%/S) | | 12/29/2021 | | 12/29/2028 | | 5,199 | | | 5,150 | | | 5,147 | | | |
| | First lien (3)(4) - Drawn | | 7.43% (L + 5.25%/Q) | | 12/29/2021 | | 12/29/2028 | | 507 | | | 502 | | | 502 | | | |
| | | | | | | | | | 5,706 | | | 5,652 | | | 5,649 | | | 0.76 | % |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | 9.50% (L + 5.25% + 2.00% PIK /Q)* | | 7/19/2021 | | 7/19/2027 | | 5,378 | | | 5,326 | | | 5,034 | | | |
| | First lien (3)(4) - Drawn | | 8.92% (L + 5.25% + 2.00% PIK/M)* | | 7/19/2021 | | 7/19/2026 | | 590 | | | 584 | | | 552 | | | |
| | | | | | | | | | 5,968 | | | 5,910 | | | 5,586 | | | 0.75 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
12
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | |
Industrial Services | | First lien (2)(3) | | 7.14% (L + 5.50%/M) | | 10/19/2021 | | 10/19/2028 | | $ | 4,405 | | | $ | 4,364 | | | $ | 4,361 | | | |
| | First lien (3)(4) - Drawn | | 9.25% (P + 4.50%/Q) | | 10/19/2021 | | 10/19/2028 | | 475 | | | 471 | | | 470 | | | |
| | | | | | | | | | 4,880 | | | 4,835 | | | 4,831 | | | 0.65 | % |
Bearcat Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 7.00% (L + 4.75%/Q) | | 11/18/2020 | | 7/9/2026 | | 2,476 | | | 2,457 | | | 2,476 | | | |
| | First lien (2)(3)(4) - Drawn | | 7.00% (L + 4.75%/Q) | | 11/18/2020 | | 7/9/2026 | | 2,266 | | | 2,249 | | | 2,266 | | | |
| | | | | | | | | | 4,742 | | | 4,706 | | | 4,742 | | | 0.64 | % |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.38% (SOFR + 5.75%/M) | | 2/24/2022 | | 2/24/2028 | | 4,679 | | | 4,635 | | | 4,624 | | | 0.62 | % |
eResearchTechnology, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 6.17% (L + 4.50%/M) | | 1/8/2021 | | 2/4/2027 | | 4,937 | | | 4,937 | | | 4,569 | | | 0.62 | % |
Convey Health Solutions, Inc.** | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.42% (L + 4.75%/M) | | 2/1/2022 | | 9/4/2026 | | 4,556 | | | 4,493 | | | 4,551 | | | 0.61 | % |
TigerConnect, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 7.75% (SOFR + 6.75%/S) | | 2/16/2022 | | 2/16/2028 | | 4,223 | | | 4,182 | | | 4,180 | | | 0.56 | % |
Therapy Brands Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | Second Lien (2) | | 7.54% (L + 6.75%/S) | | 5/12/2021 | | 5/18/2029 | | 4,222 | | | 4,203 | | | 4,116 | | | 0.56 | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | |
Federal Services | | First lien (2)(3) | | 7.75% (L + 5.50%/Q) | | 7/22/2021 | | 7/23/2027 | | 3,670 | | | 3,640 | | | 3,634 | | | |
| | First lien (3) | | 7.75% (L + 5.50%/Q) | | 7/22/2021 | | 7/23/2027 | | 478 | | | 471 | | | 473 | | | |
| | | | | | | | | | 4,148 | | | 4,111 | | | 4,107 | | | 0.56 | % |
Appriss Health, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3) | | 8.25% (L + 7.25%/Q) | | 5/6/2021 | | 5/6/2027 | | 4,063 | | | 4,028 | | | 4,063 | | | 0.55 | % |
Calabrio, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 9.25% (L + 7.00%/Q) | | 4/16/2021 | | 4/16/2027 | | 3,986 | | | 3,961 | | | 3,986 | | | 0.54 | % |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | |
Information Services | | First lien (2)(3) | | 7.50% (L + 5.25%/Q) | | 9/1/2021 | | 9/1/2027 | | 3,723 | | | 3,706 | | | 3,704 | | | |
| | First lien (3)(4) - Drawn | | 9.00% (P + 4.25%/Q) | | 9/1/2021 | | 9/1/2027 | | 83 | | | 83 | | | 83 | | | |
| | | | | | | | | | 3,806 | | | 3,789 | | | 3,787 | | | 0.51 | % |
STATS Intermediate Holdings, LLC** | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 6.69% (L + 5.25%/Q) | | 8/9/2021 | | 7/10/2026 | | 3,952 | | | 3,952 | | | 3,784 | | | 0.51 | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 7.42% (L + 5.75%/M) | | 9/8/2021 | | 9/8/2028 | | 2,603 | | | 2,583 | | | 2,577 | | | |
| | First lien (3)(4) - Drawn | | 7.42% (L + 5.75%/M) | | 9/8/2021 | | 9/8/2028 | | 1,082 | | | 1,075 | | | 1,071 | | | |
| | First lien (3)(4) - Drawn | | 9.50% (P + 4.75%/Q) | | 9/8/2021 | | 9/8/2027 | | 36 | | | 37 | | | 36 | | | |
| | | | | | | | | | 3,721 | | | 3,695 | | | 3,684 | | | 0.50 | % |
Quartz Holding Company | | | | | | | | | | | | | | | | |
Software | | Second Lien (2) | | 9.67% (L + 8.00%/M) | | 10/16/2020 | | 4/2/2027 | | 3,000 | | | 2,988 | | | 2,925 | | | 0.40 | % |
| | | | | | | | | | | | | | | | |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2)(3) | | 7.65% (SOFR + 6.00%/S) | | 5/11/2022 | | 5/11/2029 | | 2,886 | | | 2,858 | | | 2,858 | | | |
| | First lien (3)(4) - Drawn | | 7.24% (SOFR + 6.00%/M) | | 5/11/2022 | | 5/11/2028 | | 34 | | | 34 | | | 34 | | | |
| | | | | | | | | | 2,920 | | | 2,892 | | | 2,892 | | | 0.39 | % |
The accompanying notes are an integral part of these consolidated financial statements.
13
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Geo Parent Corporation | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 6.92% (L + 5.25%/M) | | 5/29/2020 | | 12/19/2025 | | $ | 2,932 | | | $ | 2,854 | | | $ | 2,859 | | | 0.39 | % |
Barracuda Networks, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 6.29% (SOFR + 4.50%/Q) | | 5/17/2022 | | 5/17/2029 | | 3,000 | | | 2,955 | | | 2,850 | | | 0.39 | % |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.75% (L + 5.75%/Q) | | 6/18/2021 | | 6/18/2028 | | 2,875 | | | 2,837 | | | 2,812 | | | 0.38 | % |
Bluefin Holding, LLC | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | 9.83% (L + 7.75%/Q) | | 6/9/2020 | | 9/3/2027 | | 2,500 | | | 2,395 | | | 2,426 | | | 0.33 | % |
Spring Education Group, Inc. | | | | | | | | | | | | | | | | |
Education | | First lien (2) | | 6.50% (L + 4.25%/Q) | | 3/23/2020 | | 7/30/2025 | | 2,442 | | | 1,996 | | | 2,292 | | | 0.31 | % |
Vectra Co. | | | | | | | | | | | | | | | | |
Business Products | | First lien (2) | | 4.92% (L + 3.25%/M) | | 3/26/2020 | | 3/8/2025 | | 1,373 | | | 1,231 | | | 1,051 | | | 0.14 | % |
Total Funded Debt Investments - United States | | | | | | | | | | $ | 1,145,155 | | | $ | 1,133,458 | | | $ | 1,130,988 | | | 152.58 | % |
Funded Debt Investments - Netherlands | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | |
Information Technology | | First lien (2)(3) | | 7.12% (L + 6.00%/M) | | 10/1/2021 | | 9/29/2028 | | $ | 23,010 | | | $ | 22,799 | | | $ | 22,780 | | | 3.07 | % |
Total Funded Debt Investments - Netherlands | | | | | | | | | | $ | 23,010 | | | $ | 22,799 | | | $ | 22,780 | | | 3.07 | % |
Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | | | |
Trident Bidco Limited ** | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 6.04% (SOFR + 5.25%/Q) | | 6/7/2022 | | 5/30/2029 | | $ | 10,669 | | | $ | 10,564 | | | $ | 10,562 | | | 1.42 | % |
Total Funded Debt Investments - United Kingdom | | | | | | | | | | $ | 10,669 | | | $ | 10,564 | | | $ | 10,562 | | | 1.42 | % |
Total Funded Debt Investments | | | | | | | | | | $ | 1,178,834 | | | $ | 1,166,821 | | | $ | 1,164,330 | | | 157.07 | % |
Equity - United States | | | | | | | | | | | | | | | | |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | |
Software | | Ordinary Shares (3) | | — | | 11/1/2021 | | — | | 10 | | | $ | — | | | $ | — | | | — | % |
Total Shares - United States | | | | | | | | | | | | $ | — | | | $ | — | | | — | % |
Total Shares | | | | | | | | | | | | $ | — | | | $ | — | | | — | % |
Total Funded Investments | | | | | | | | | | | | $ | 1,166,821 | | | $ | 1,164,330 | | | 157.07 | % |
Unfunded Debt Investments - United States | | | | | | | | | | | | | | | | |
Bearcat Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3)(4) - Undrawn | | — | | 11/18/2020 | | 11/23/2022 | | $ | 187 | | | $ | (2) | | | $ | — | | | — | % |
Allworth Financial Group, L.P. | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | 1/20/2022 | | 1/20/2024 | | 2,402 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 12/21/2020 | | 12/23/2026 | | 3,507 | | | (27) | | | — | | | |
| | | | | | | | | | 5,909 | | | (27) | | | — | | | — | % |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | 3/13/2020 | | 2/6/2025 | | 276 | | | (1) | | | — | | | — | % |
| | | | | | | | | | | | | | | | |
Appriss Health, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 5/6/2021 | | 5/6/2027 | | 271 | | | (2) | | | — | | | — | % |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 12/20/2021 | | 12/21/2023 | | 2,973 | | | — | | | — | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements.
14
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Bullhorn, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 9/11/2020 | | 9/30/2026 | | $ | 693 | | | $ | (4) | | | $ | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 10/5/2021 | | 11/8/2022 | | 633 | | | (1) | | | — | | | |
| | | | | | | | | | 1,326 | | | (5) | | | — | | | — | % |
Calabrio, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 4/16/2021 | | 4/16/2027 | | 480 | | | (3) | | | — | | | — | % |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 3/12/2021 | | 3/10/2023 | | 476 | | | — | | | — | | | — | % |
Diligent Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 8/4/2020 | | 8/4/2025 | | 1,184 | | | (15) | | | — | | | — | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (4) - Undrawn | | — | | 6/1/2022 | | 6/3/2024 | | 4,044 | | | — | | | — | | | |
| | First lien (4) - Undrawn | | — | | 6/1/2022 | | 6/1/2028 | | 1,078 | | | — | | | — | | | |
| | | | | | | | | | 5,122 | | | — | | | — | | | — | % |
Granicus, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 4/23/2021 | | 4/21/2023 | | 911 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 1/27/2021 | | 1/29/2027 | | 1,207 | | | (7) | | | — | | | |
| | | | | | | | | | 2,118 | | | (7) | | | — | | | — | % |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 2/6/2020 | | 5/22/2026 | | 1,439 | | | (9) | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 10/7/2021 | | 11/2/2022 | | 1,031 | | | — | | | — | | | |
| | | | | | | | | | 2,470 | | | (9) | | | — | | | — | % |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3)(4) - Undrawn | | — | | 2/20/2020 | | 2/20/2026 | | 585 | | | (3) | | | — | | | — | % |
| | | | | | | | | | | | | | | | |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | 4/11/2022 | | 4/11/2024 | | 2,474 | | | — | | | — | | | — | % |
MRI Software LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 1/31/2020 | | 2/10/2026 | | 780 | | | (2) | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 2/11/2022 | | 8/16/2023 | | 2,898 | | | — | | | — | | | |
| | | | | | | | | | 3,678 | | | (2) | | | — | | | — | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 11/26/2021 | | 11/26/2023 | | 2,986 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 11/26/2021 | | 11/26/2024 | | 963 | | | (8) | | | — | | | |
| | | | | | | | | | 3,949 | | | (8) | | | — | | | — | % |
| | | | | | | | | | | | | | | | |
Relativity ODA LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 5/12/2021 | | 5/12/2027 | | 1,061 | | | (11) | | | — | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements.
15
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC) | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | 8/13/2021 | | 6/3/2022 | | $ | 981 | | | $ | — | | | $ | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 5/2/2022 | | 5/2/2024 | | 2,695 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/13/2021 | | 10/4/2027 | | 345 | | | (1) | | | — | | | |
| | | | | | | | | | 4,021 | | | (1) | | | — | | | — | % |
Xactly Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 6/5/2020 | | 7/31/2023 | | 213 | | | (11) | | | — | | | — | % |
YLG Holdings, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 10/22/2021 | | 10/22/2023 | | 6,432 | | | — | | | — | | | — | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | |
Federal Services | | First lien (3)(4) - Undrawn | | — | | 7/22/2021 | | 7/23/2027 | | 288 | | | (2) | | | (3) | | | (0.00) | % |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | |
Information Services | | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 9/1/2027 | | 249 | | | (1) | | | (1) | | | |
| | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 9/1/2022 | | 832 | | | — | | | (4) | | | |
| | | | | | | | | | 1,081 | | | (1) | | | (5) | | | (0.00) | % |
Recorded Future, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 8/3/2020 | | 7/3/2025 | | 1,202 | | | (10) | | | (6) | | | (0.00) | % |
Associations, Inc. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 7/2/2021 | | 7/2/2027 | | 1,476 | | | (6) | | | (7) | | | (0.00) | % |
TigerConnect, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3)(4) - Undrawn | | — | | 2/16/2022 | | 2/16/2023 | | 174 | | | — | | | (2) | | | |
| | First lien (3)(4) - Undrawn | | — | | 2/16/2022 | | 2/16/2028 | | 603 | | | (6) | | | (6) | | | |
| | | | | | | | | | 777 | | | (6) | | | (8) | | | (0.00) | % |
| | | | | | | | | | | | | | | | |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | |
Industrial Services | | First lien (3)(4) - Undrawn | | — | | 10/19/2021 | | 10/19/2023 | | 30 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/17/2022 | | 6/17/2024 | | 749 | | | — | | | (8) | | | |
| | | | | | | | | | 779 | | | — | | | (8) | | | (0.00) | % |
| | | | | | | | | | | | | | | | |
Bottomline Technologies, Inc. | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | 5/12/2022 | | 5/15/2028 | | 844 | | | (8) | | | (8) | | | (0.00) | % |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | 7/19/2021 | | 7/19/2026 | | 147 | | | (2) | | | (9) | | | (0.00) | % |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 2/24/2022 | | 2/24/2028 | | 276 | | | (3) | | | (3) | | | |
| | First lien (3)(4) - Undrawn | | — | | 2/24/2022 | | 2/26/2024 | | 552 | | | — | | | (7) | | | |
| | | | | | | | | | 828 | | | (3) | | | (10) | | | (0.00) | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
16
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 5/11/2022 | | 5/11/2028 | | $ | 309 | | | $ | (3) | | | $ | (3) | | | |
| | First lien (3)(4) - Undrawn | | — | | 5/11/2022 | | 5/13/2024 | | 687 | | | — | | | (7) | | | |
| | | | | | | | | | 996 | | | (3) | | | (10) | | | (0.00) | % |
Infogain Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 7/30/2021 | | 7/30/2026 | | 1,143 | | | (9) | | | (10) | | | (0.00) | % |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 6/18/2021 | | 6/18/2026 | | 224 | | | (3) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/18/2021 | | 6/18/2023 | | 268 | | | — | | | (6) | | | |
| | | | | | | | | | 492 | | | (3) | | | (11) | | | (0.00) | % |
PDQ.com Corporation | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 8/27/2027 | | 2,206 | | | (10) | | | (11) | | | (0.00) | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 9/8/2021 | | 9/8/2027 | | 327 | | | (3) | | | (3) | | | |
| | First lien (3)(4) - Undrawn | | — | | 9/8/2021 | | 9/8/2023 | | 838 | | | (8) | | | (8) | | | |
| | | | | | | | | | 1,165 | | | (11) | | | (11) | | | (0.00) | % |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 4/20/2021 | | 4/20/2027 | | 2,241 | | | (16) | | | (12) | | | (0.00) | % |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 6/30/2021 | | 6/29/2027 | | 484 | | | (4) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/30/2021 | | 6/29/2023 | | 763 | | | — | | | (8) | | | |
| | | | | | | | | | 1,247 | | | (4) | | | (13) | | | (0.00) | % |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 9/22/2021 | | 9/22/2027 | | 1,323 | | | (13) | | | (13) | | | (0.00) | % |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 9/21/2021 | | 9/27/2027 | | 1,326 | | | (13) | | | (13) | | | (0.00) | % |
Kaseya Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (4) - Undrawn | | — | | 6/23/2022 | | 6/24/2024 | | 895 | | | — | | | (7) | | | |
| | First lien (4) - Undrawn | | — | | 6/23/2022 | | 6/25/2029 | | 895 | | | (7) | | | (7) | | | |
| | | | | | | | | | 1,790 | | | (7) | | | (14) | | | (0.00) | % |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/16/2023 | | 416 | | | (3) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/15/2027 | | 783 | | | (7) | | | (10) | | | |
| | | | | | | | | | 1,199 | | | (10) | | | (15) | | | (0.00) | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (4) - Undrawn | | — | | 12/22/2021 | | 12/22/2027 | | 2,495 | | | (19) | | | (19) | | | (0.00) | % |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 12/27/2021 | | 5/24/2024 | | 1,630 | | | — | | | (20) | | | (0.00) | % |
The accompanying notes are an integral part of these consolidated financial statements.
17
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 11/1/2021 | | 11/1/2027 | | $ | 2,045 | | | $ | (18) | | | $ | (20) | | | (0.00) | % |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 12/1/2021 | | 12/1/2023 | | 3,378 | | | — | | | (22) | | | (0.00) | % |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 3/1/2021 | | 3/1/2023 | | 3,265 | | | — | | | (26) | | | (0.00) | % |
Beacon Pointe Harmony, LLC | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | 12/29/2021 | | 12/29/2027 | | 539 | | | (5) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | 12/29/2021 | | 6/29/2023 | | 2,189 | | | — | | | (23) | | | |
| | | | | | | | | | 2,728 | | | (5) | | | (28) | | | (0.00) | % |
Notorious Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (3)(4) - Undrawn | | — | | 11/23/2021 | | 5/24/2027 | | 1,045 | | | (8) | | | (8) | | | |
| | First lien (3)(4) - Undrawn | | — | | 11/23/2021 | | 11/23/2023 | | 3,073 | | | — | | | (23) | | | |
| | | | | | | | | | 4,118 | | | (8) | | | (31) | | | (0.00) | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 12/20/2021 | | 12/21/2027 | | 906 | | | — | | | (9) | | | |
| | First lien (3)(4) - Undrawn | | — | | 12/20/2021 | | 12/21/2023 | | 2,231 | | | (22) | | | (22) | | | |
| | | | | | | | | | 3,137 | | | (22) | | | (31) | | | (0.00) | % |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 8/2/2021 | | 8/2/2027 | | 787 | | | (7) | | | (8) | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/2/2021 | | 8/2/2023 | | 2,431 | | | — | | | (24) | | | |
| | | | | | | | | | 3,218 | | | (7) | | | (32) | | | (0.01) | % |
OA Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 12/20/2021 | | 12/20/2028 | | 3,041 | | | (28) | | | (41) | | | (0.01) | % |
| | | | | | | | | | | | | | | | |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 5/26/2022 | | 9/30/2027 | | 977 | | | (10) | | | (10) | | | |
| | First lien (3)(4) - Undrawn | | — | | 5/26/2022 | | 5/26/2024 | | 3,256 | | | — | | | (33) | | | |
| | | | | | | | | | 4,233 | | | (10) | | | (43) | | | (0.01) | % |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 9/13/2021 | | 9/13/2023 | | 4,237 | | | — | | | (42) | | | (0.01) | % |
Zone Climate Services, Inc. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 3/9/2022 | | 3/9/2028 | | 4,397 | | | (41) | | | (44) | | | (0.01) | % |
Therapy Brands Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | Second Lien (2)(4) - Undrawn | | — | | 5/12/2021 | | 5/18/2023 | | 1,778 | | | — | | | (44) | | | (0.01) | % |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 8/26/2021 | | 8/26/2027 | | 899 | | | (9) | | | (9) | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/26/2021 | | 8/28/2023 | | 4,044 | | | — | | | (40) | | | |
| | | | | | | | | | 4,943 | | | (9) | | | (49) | | | (0.01) | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
18
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | |
Packaging | | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/15/2027 | | $ | 1,608 | | | $ | (16) | | | $ | (16) | | | |
| | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/13/2023 | | 1,636 | | | — | | | (17) | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/24/2022 | | 6/24/2024 | | 2,942 | | | — | | | (29) | | | |
| | | | | | | | | | 6,186 | | | (16) | | | (62) | | | (0.01) | % |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 4/28/2021 | | 4/27/2027 | | 1,000 | | | (4) | | | (14) | | | |
| | First lien (3)(4) - Undrawn | | — | | 12/1/2021 | | 11/29/2023 | | 5,068 | | | (23) | | | (71) | | | |
| | | | | | | | | | 6,068 | | | (27) | | | (85) | | | (0.01) | % |
VetCor Professional Practices LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 12/3/2021 | | 7/2/2024 | | 1,600 | | | (6) | | | — | | | |
| | Second Lien (3)(4) - Undrawn | | — | | 12/3/2021 | | 12/4/2023 | | 10,818 | | | — | | | (95) | | | |
| | | | | | | | | | 12,418 | | | (6) | | | (95) | | | (0.02) | % |
AAH Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 12/22/2021 | | 12/22/2027 | | 1,413 | | | (13) | | | (14) | | | |
| | First lien (3)(4) - Undrawn | | — | | 12/22/2021 | | 12/22/2023 | | 13,004 | | | — | | | (130) | | | |
| | | | | | | | | | 14,417 | | | (13) | | | (144) | | | (0.03) | % |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (4) - Undrawn | | — | | 8/24/2021 | | 8/31/2023 | | 3,516 | | | — | | | (193) | | | (0.03) | % |
Total Unfunded Debt Investments - United States | | | | | | | | | | $ | 159,003 | | | $ | (473) | | | $ | (1,268) | | | (0.17) | % |
Unfunded Debt Investments - Netherlands | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3)(4) - Undrawn | | — | | 10/1/2021 | | 10/1/2027 | | $ | 1,726 | | | $ | (15) | | | $ | (18) | | | (0.00) | % |
Total Unfunded Debt Investments - Netherlands | | | | | | | | | | $ | 1,726 | | | $ | (15) | | | $ | (18) | | | (0.00) | % |
Total Unfunded Debt Investments | | | | | | | | | | $ | 160,729 | | | $ | (488) | | | $ | (1,286) | | | (0.17) | % |
Total Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | $ | 1,166,333 | | | $ | 1,163,044 | | | 156.90 | % |
Total Investments | | | | | | | | | | | | $ | 1,166,333 | | | $ | 1,163,044 | | | 156.90 | % |
(1)NMF SLF I, Inc. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Investment Adviser as collateral manager, NMF SLF I SPV, L.L.C. ("SLF I SPV") as the borrower, the Company as equityholder and seller, Wells Fargo Bank, National Association as the administrative agent and collateral custodian, and each of the lenders from time to time thereto. See Note 6. Borrowings, for details.
(3)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(4)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(5)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P), Secured Overnight Financing Rate (SOFR) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), or semi-annually (S). For each investment, the current interest rate provided reflects the rate in effect as of June 30, 2022.
(6)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds two first lien term loans and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.
The accompanying notes are an integral part of these consolidated financial statements.
19
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
* All or a portion of interest contains payment-in kind ("PIK") interest. See Note 2. Summary of Significant Accounting Policies—Revenue Recognition for details.
** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of June 30, 2022, 4.38% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
20
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | |
| | June 30, 2022 | |
Investment Type | | Percent of Total Investments at Fair Value | |
First lien | | 94.81 | % | |
Second lien | | 5.19 | % | |
| | | |
Equity and other | | — | % | (1) |
Total investments | | 100.00 | % | |
(1)As of June 30, 2022, equity and other investments made up less than 0.01% of total investments.
| | | | | | | | |
| | June 30, 2022 |
Industry Type | | Percent of Total Investments at Fair Value |
Software | | 36.49 | % |
Business Services | | 13.66 | % |
Healthcare Services | | 11.88 | % |
Consumer Services | | 8.56 | % |
Financial Services | | 8.27 | % |
Healthcare Information Technology | | 5.85 | % |
Information Technology | | 3.89 | % |
Insurance Services | | 2.62 | % |
Education | | 1.92 | % |
Consumer Products | | 1.87 | % |
Distribution & Logistics | | 1.42 | % |
Packaging | | 1.34 | % |
Specialty Chemicals & Materials | | 1.04 | % |
Industrial Services | | 0.42 | % |
Federal Services | | 0.35 | % |
Information Services | | 0.33 | % |
Business Products | | 0.09 | % |
Total investments | | 100.00 | % |
| | | | | | | | |
| | June 30, 2022 |
Interest Rate Type | | Percent of Total Investments at Fair Value |
Floating rates | | 100.00 | % |
Fixed rates | | — | % |
Total investments | | 100.00 | % |
The accompanying notes are an integral part of these consolidated financial statements.
21
NMF SLF I, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | |
Funded Debt Investments - United States | | | | | | | | | | | | | | | | |
Frontline Technologies Group Holdings, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.25% (L + 5.25%/Q) | | 4/20/2020 | | 9/18/2023 | | $ | 17,036 | | | $ | 16,530 | | | $ | 17,036 | | | |
| | First lien (2)(3) | | 6.25% (L + 5.25%/Q) | | 12/30/2020 | | 9/18/2023 | | 9,900 | | | 9,900 | | | 9,900 | | | |
| | First lien (2)(3) | | 6.25% (L + 5.25%/Q) | | 4/20/2020 | | 9/18/2023 | | 7,523 | | | 7,300 | | | 7,523 | | | |
| | First lien (2)(3) | | 6.25% (L + 5.25%/Q) | | 6/15/2021 | | 9/18/2023 | | 3,270 | | | 3,270 | | | 3,270 | | | |
| | | | | | | | | | 37,729 | | | 37,000 | | | 37,729 | | | 5.24 | % |
Higginbotham Insurance Agency, Inc. | | | | | | | | | | | | | | | | |
Insurance Services | | First lien (2)(3) | | 6.25% (L + 5.50%/M) | | 11/19/2020 | | 11/25/2026 | | 23,906 | | | 23,754 | | | 24,086 | | | |
| | First lien (3) | | 6.25% (L + 5.50%/M) | | 11/19/2020 | | 11/25/2026 | | 6,749 | | | 6,701 | | | 6,800 | | | |
| | | | | | | | | | 30,655 | | | 30,455 | | | 30,886 | | | 4.29 | % |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.75% (L + 5.75%/S) | | 2/6/2020 | | 5/22/2026 | | 24,604 | | | 24,492 | | | 24,604 | | | |
| | First lien (3) | | 6.75% (L + 5.75%/S) | | 2/6/2020 | | 5/22/2026 | | 4,616 | | | 4,586 | | | 4,616 | | | |
| | First lien (3)(4) - Drawn | | 6.75% (L + 5.75%/Q) | | 2/6/2020 | | 5/22/2026 | | 911 | | | 908 | | | 911 | | | |
| | | | | | | | | | 30,131 | | | 29,986 | | | 30,131 | | | 4.18 | % |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC)** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3) | | 6.75% (L + 5.75%/Q) | | 12/11/2020 | | 10/4/2027 | | 18,679 | | | 18,558 | | | 18,679 | | | |
| | First lien (3) | | 6.75% (L + 5.75%/Q) | | 6/3/2021 | | 10/4/2027 | | 5,000 | | | 4,977 | | | 5,000 | | | |
| | First lien (3)(4) - Drawn | | 6.75% (L + 5.75%/Q) | | 8/13/2021 | | 10/4/2027 | | 3,155 | | | 3,147 | | | 3,155 | | | |
| | First lien (3)(4) - Drawn | | 6.75% (L + 5.75%/Q) | | 8/13/2021 | | 10/4/2027 | | 143 | | | 142 | | | 143 | | | |
| | | | | | | | | | 26,977 | | | 26,824 | | | 26,977 | | | 3.75 | % |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.25% (L + 5.50%/M) | | 9/13/2021 | | 9/13/2028 | | 25,329 | | | 25,085 | | | 25,076 | | | 3.49 | % |
Apptio, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 8.25% (L + 7.25%/S) | | 4/20/2020 | | 1/10/2025 | | 25,000 | | | 24,049 | | | 25,000 | | | 3.47 | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | 6.25% (L + 5.50%/Q) | | 10/15/2020 | | 11/26/2027 | | 19,833 | | | 19,597 | | | 19,833 | | | |
| | First lien (3)(4) - Drawn | | 6.25% (L + 5.50%/Q) | | 11/26/2021 | | 11/26/2027 | | 4,847 | | | 4,799 | | | 4,847 | | | |
| | | | | | | | | | 24,680 | | | 24,396 | | | 24,680 | | | 3.43 | % |
Diligent Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.25% (L + 6.25%/Q) | | 8/4/2020 | | 8/4/2025 | | 14,899 | | | 14,758 | | | 15,046 | | | |
| | First lien (2)(3) | | 6.75% (L + 5.75%/Q) | | 3/30/2021 | | 8/4/2025 | | 5,639 | | | 5,615 | | | 5,611 | | | |
| | First lien (2)(3) | | 6.75% (L + 5.75%/Q) | | 3/4/2021 | | 8/4/2025 | | 3,144 | | | 3,131 | | | 3,129 | | | |
| | First lien (3) | | 7.25% (L + 6.25%/Q) | | 8/4/2020 | | 8/4/2025 | | 786 | | | 778 | | | 793 | | | |
| | | | | | | | | | 24,468 | | | 24,282 | | | 24,579 | | | 3.42 | % |
Foundational Education Group, Inc. | | | | | | | | | | | | | | | | |
Education | | First lien (2) | | 4.75% (L + 4.25%/S) | | 8/19/2021 | | 8/31/2028 | | 18,000 | | | 17,913 | | | 18,045 | | | |
| | Second Lien (2) | | 7.00% (L + 6.50%/S) | | 8/19/2021 | | 8/31/2029 | | 6,488 | | | 6,457 | | | 6,488 | | | |
| | | | | | | | | | 24,488 | | | 24,370 | | | 24,533 | | | 3.41 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
22
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | 6.75% (L + 6.00%/Q) | | 9/22/2021 | | 9/22/2028 | | $ | 23,375 | | | $ | 23,149 | | | $ | 23,142 | | | |
| | First lien (3)(4) - Drawn | | 6.75% (L + 6.00%/M) | | 9/22/2021 | | 9/22/2027 | | 913 | | | 904 | | | 903 | | | |
| | | | | | | | | | 24,288 | | | 24,053 | | | 24,045 | | | 3.35 | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.50% (L + 6.50%/S) | | 4/20/2020 | | 9/12/2024 | | 20,025 | | | 19,300 | | | 20,025 | | | |
| | First lien (2)(3) | | 7.50% (L + 6.50%/S) | | 4/20/2020 | | 9/12/2024 | | 3,905 | | | 3,763 | | | 3,905 | | | |
| | | | | | | | | | 23,930 | | | 23,063 | | | 23,930 | | | 3.32 | % |
Syndigo LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 5.25% (L + 4.50%/S) | | 12/14/2020 | | 12/15/2027 | | 19,850 | | | 19,719 | | | 19,900 | | | |
| | Second Lien | | 8.75% (L + 8.00%/S) | | 12/14/2020 | | 12/15/2028 | | 4,000 | | | 3,975 | | | 4,005 | | | |
| | | | | | | | | | 23,850 | | | 23,694 | | | 23,905 | | | 3.32 | % |
OA Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2) | | 6.75% (L + 6.00%/Q) | | 12/20/2021 | | 12/20/2028 | | 23,816 | | | 23,580 | | | 23,579 | | | 3.27 | % |
Associations, Inc. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 7.50% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 12,582 | | | 12,523 | | | 12,519 | | | |
| | First lien (3) | | 7.50% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 3,579 | | | 3,563 | | | 3,561 | | | |
| | First lien (3) | | 7.50% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 3,579 | | | 3,563 | | | 3,561 | | | |
| | First lien (3) | | 7.50% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 2,161 | | | 2,151 | | | 2,151 | | | |
| | First lien (3) | | 7.50% (L + 4.00% + 2.50% PIK/Q)* | | 7/2/2021 | | 7/2/2027 | | 1,720 | | | 1,712 | | | 1,711 | | | |
| | | | | | | | | | 23,621 | | | 23,512 | | | 23,503 | | | 3.26 | % |
PDQ.com Corporation | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3) | | 6.00% (L + 5.00%/Q) | | 9/1/2021 | | 8/27/2027 | | 13,496 | | | 13,431 | | | 13,428 | | | |
| | First lien (3) | | 6.00% (L + 5.00%/Q) | | 9/1/2021 | | 8/27/2027 | | 9,245 | | | 9,201 | | | 9,198 | | | |
| | | | | | | | | | 22,741 | | | 22,632 | | | 22,626 | | | 3.14 | % |
Notorious Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (2)(3) | | 7.50% (L + 6.50%/Q) | | 11/23/2021 | | 11/23/2027 | | 21,266 | | | 21,109 | | | 21,106 | | | |
| | First lien (3)(4) - Drawn | | 7.50% (L + 6.50%/Q) | | 11/23/2021 | | 5/24/2027 | | 307 | | | 305 | | | 305 | | | |
| | | | | | | | | | 21,573 | | | 21,414 | | | 21,411 | | | 2.97 | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 6.00% (L + 5.25%/M) | | 12/22/2021 | | 12/22/2028 | | 20,764 | | | 20,609 | | | 20,609 | | | |
| | First lien (4) - Drawn | | 7.50% (P + 4.25%/Q) | | 12/22/2021 | | 12/22/2027 | | 288 | | | 286 | | | 286 | | | |
| | | | | | | | | | 21,052 | | | 20,895 | | | 20,895 | | | 2.90 | % |
Galway Borrower LLC | | | | | | | | | | | | | | | | |
Insurance Services | | First lien (2)(3) | | 6.00% (L + 5.25%/Q) | | 9/30/2021 | | 9/29/2028 | | 19,285 | | | 19,098 | | | 19,091 | | | |
| | First lien (3) | | 6.00% (L + 5.25%/Q) | | 9/30/2021 | | 9/29/2028 | | 1,330 | | | 1,317 | | | 1,317 | | | |
| | | | | | | | | | 20,615 | | | 20,415 | | | 20,408 | | | 2.83 | % |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 7.00% (L + 3.50% + 2.75% PIK/Q)* | | 12/20/2021 | | 12/21/2028 | | 20,540 | | | 20,336 | | | 20,335 | | | 2.82 | % |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 5.25% (L + 4.50%/M) | | 8/24/2021 | | 8/31/2028 | | 19,046 | | | 19,000 | | | 19,046 | | | |
| | First lien | | 5.25% (L + 4.50%/M) | | 8/24/2021 | | 8/31/2028 | | 938 | | | 933 | | | 938 | | | |
| | | | | | | | | | 19,984 | | | 19,933 | | | 19,984 | | | 2.78 | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
23
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Allworth Financial Group, L.P.** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2) | | 6.00% (L + 5.00%/M) | | 12/21/2020 | | 12/23/2026 | | $ | 15,303 | | | $ | 15,172 | | | $ | 15,150 | | | |
| | First lien (4) - Drawn | | 6.00% (L + 5.00%/M) | | 12/21/2020 | | 12/23/2026 | | 3,855 | | | 3,822 | | | 3,816 | | | |
| | | | | | | | | | 19,158 | | | 18,994 | | | 18,966 | | | 2.63 | % |
Stamps.com Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.50% (L + 5.75%/Q) | | 10/5/2021 | | 10/5/2028 | | 11,721 | | | 11,608 | | | 11,604 | | | |
| | First lien (2) | | 6.50% (L + 5.75%/Q) | | 12/13/2021 | | 10/5/2028 | | 7,367 | | | 7,293 | | | 7,293 | | | |
| | | | | | | | | | 19,088 | | | 18,901 | | | 18,897 | | | 2.62 | % |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.50% (L + 5.75%/Q) | | 8/26/2021 | | 8/28/2028 | | 17,033 | | | 16,870 | | | 16,863 | | | |
| | First lien (3)(4) - Drawn | | 6.50% (L + 5.75%/Q) | | 8/26/2021 | | 8/28/2028 | | 1,792 | | | 1,776 | | | 1,775 | | | |
| | | | | | | | | | 18,825 | | | 18,646 | | | 18,638 | | | 2.59 | % |
Eisner Advisory Group LLC | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2) | | 6.00% (L + 5.25%/Q) | | 8/16/2021 | | 7/28/2028 | | 16,793 | | | 16,712 | | | 16,835 | | | |
| | First lien | | 6.00% (L + 5.25%/Q) | | 8/16/2021 | | 7/28/2028 | | 1,679 | | | 1,671 | | | 1,683 | | | |
| | | | | | | | | | 18,472 | | | 18,383 | | | 18,518 | | | 2.57 | % |
Kaseya Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.50% (L + 5.50% + 1.00% PIK/Q)* | | 6/29/2020 | | 5/2/2025 | | 10,305 | | | 10,085 | | | 10,305 | | | |
| | First lien (2)(3) | | 7.50% (L + 5.50% + 1.00% PIK/Q)* | | 9/8/2021 | | 5/2/2025 | | 3,277 | | | 3,251 | | | 3,277 | | | |
| | First lien (3) | | 7.50% (L + 5.50% + 1.00% PIK/Q)* | | 8/3/2020 | | 5/2/2025 | | 2,626 | | | 2,587 | | | 2,626 | | | |
| | First lien (3) | | 7.50% (L + 5.50% + 1.00% PIK/Q)* | | 6/29/2020 | | 5/2/2025 | | 1,010 | | | 984 | | | 1,010 | | | |
| | First lien (3)(4) - Drawn | | 7.50% (L + 5.50% + 1.00% PIK/Q)* | | 9/8/2021 | | 5/2/2025 | | 648 | | | 643 | | | 648 | | | |
| | | | | | | | | | 17,866 | | | 17,550 | | | 17,866 | | | 2.48 | % |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2)(3) | | 6.50% (L + 5.50%/A) | | 12/1/2021 | | 4/27/2027 | | 9,291 | | | 9,245 | | | 9,244 | | | |
| | First lien (2)(3) | | 6.50% (L + 5.50%/A) | | 4/28/2021 | | 4/27/2027 | | 6,965 | | | 6,933 | | | 6,930 | | | |
| | First lien (2)(3) | | 6.50% (L + 5.50%/A) | | 10/14/2021 | | 4/27/2027 | | 1,071 | | | 1,066 | | | 1,065 | | | |
| | | | | | | | | | 17,327 | | | 17,244 | | | 17,239 | | | 2.39 | % |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.75% (L + 5.75%/S) | | 4/20/2021 | | 4/20/2028 | | 17,383 | | | 17,243 | | | 17,231 | | | 2.39 | % |
Vehlo Purchaser, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 5.75% (L + 5.00%/M) | | 8/27/2021 | | 8/27/2027 | | 11,494 | | | 11,384 | | | 11,379 | | | |
| | First lien (3)(4) - Drawn | | 5.75% (L + 5.00%/M) | | 8/27/2021 | | 8/27/2027 | | 3,333 | | | 3,301 | | | 3,300 | | | |
| | First lien (3)(4) - Drawn | | 5.75% (L + 5.00%/M) | | 8/27/2021 | | 8/27/2027 | | 494 | | | 490 | | | 489 | | | |
| | | | | | | | | | 15,321 | | | 15,175 | | | 15,168 | | | 2.11 | % |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (2) | | 6.50% (L + 5.75%/Q) | | 12/27/2021 | | 11/24/2028 | | 15,262 | | | 15,071 | | | 15,071 | | | 2.09 | % |
Granicus, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 7.50% (L + 6.50%/Q) | | 1/27/2021 | | 1/29/2027 | | 10,722 | | | 10,651 | | | 10,642 | | | |
| | First lien (3) | | 7.50% (L + 6.50%/Q) | | 1/27/2021 | | 1/29/2027 | | 3,002 | | | 2,982 | | | 2,980 | | | |
| | First lien (3)(4) - Drawn | | 7.00% (L + 6.00%/Q) | | 4/23/2021 | | 1/29/2027 | | 1,389 | | | 1,376 | | | 1,375 | | | |
| | | | | | | | | | 15,113 | | | 15,009 | | | 14,997 | | | 2.08 | % |
RealPage, Inc. | | | | | | | | | | | | | | | | |
Business Services | | Second Lien | | 7.25% (L + 6.50%/M) | | 2/18/2021 | | 4/23/2029 | | 14,250 | | | 14,150 | | | 14,535 | | | 2.02 | % |
The accompanying notes are an integral part of these consolidated financial statements.
24
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
CentralSquare Technologies, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 3.97% (L + 3.75%/Q) | | 4/1/2020 | | 8/29/2025 | | $ | 13,512 | | | $ | 11,804 | | | $ | 12,779 | | | 1.78 | % |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 6.50% (L + 5.75%/S) | | 12/1/2021 | | 12/1/2027 | | 12,548 | | | 12,486 | | | 12,486 | | | 1.73 | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | |
Packaging | | First lien (2)(3) | | 6.25% (L + 5.50%/Q) | | 10/15/2021 | | 10/13/2028 | | 12,402 | | | 12,281 | | | 12,278 | | | 1.71 | % |
AAH Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2) | | 6.25% (L + 5.50%/Q) | | 12/22/2021 | | 12/22/2027 | | 11,873 | | | 11,755 | | | 11,755 | | | 1.63 | % |
Recorded Future, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 7.00% (L + 6.00%/Q) | | 12/30/2021 | | 7/3/2025 | | 7,500 | | | 7,463 | | | 7,463 | | | |
| | First lien | | 7.00% (L + 6.00%/Q) | | 8/3/2020 | | 7/3/2025 | | 4,146 | | | 4,091 | | | 4,125 | | | |
| | | | | | | | | | 11,646 | | | 11,554 | | | 11,588 | | | 1.61 | % |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.25% (L + 5.50%/Q) | | 9/21/2021 | | 9/27/2027 | | 11,450 | | | 11,339 | | | 11,335 | | | |
| | First lien (3)(4) - Drawn | | 6.25% (L + 5.50%/M) | | 9/21/2021 | | 9/27/2027 | | 158 | | | 157 | | | 157 | | | |
| | | | | | | | | | 11,608 | | | 11,496 | | | 11,492 | | | 1.60 | % |
MRI Software LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.50% (L + 5.50%/S) | | 1/31/2020 | | 2/10/2026 | | 11,029 | | | 10,989 | | | 11,029 | | | |
| | First lien (3) | | 6.50% (L + 5.50%/S) | | 1/31/2020 | | 2/10/2026 | | 319 | | | 317 | | | 319 | | | |
| | First lien (2)(3) | | 6.50% (L + 5.50%/Q) | | 3/24/2021 | | 2/10/2026 | | 103 | | | 103 | | | 103 | | | |
| | | | | | | | | | 11,451 | | | 11,409 | | | 11,451 | | | 1.59 | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2) | | 6.50% (L + 5.75%/Q) | | 12/20/2021 | | 12/21/2027 | | 9,122 | | | 9,031 | | | 9,030 | | | |
| | First lien (4) - Drawn | | 6.50% (L + 5.75%/Q) | | 12/20/2021 | | 12/21/2027 | | 2,274 | | | 2,251 | | | 2,251 | | | |
| | | | | | | | | | 11,396 | | | 11,282 | | | 11,281 | | | 1.57 | % |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 7.75% (L + 7.00% PIK/Q)* | | 11/1/2021 | | 11/1/2028 | | 11,394 | | | 11,284 | | | 11,280 | | | 1.57 | % |
Snap One Holdings Corp.** | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2) | | 5.00% (L + 4.50%/M) | | 11/23/2021 | | 12/8/2028 | | 11,178 | | | 11,122 | | | 11,164 | | | 1.55 | % |
Relativity ODA LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 8.50% (L + 7.50% PIK/M)* | | 5/12/2021 | | 5/12/2027 | | 11,175 | | | 11,053 | | | 11,035 | | | 1.53 | % |
LSCS Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 5.00% (L + 4.50%/Q) | | 11/23/2021 | | 12/18/2028 | | 10,460 | | | 10,434 | | | 10,485 | | | 1.46 | % |
CFS Management, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.50% (L + 5.50%/S) | | 9/1/2021 | | 7/1/2024 | | 8,878 | | | 8,828 | | | 8,878 | | | |
| | First lien (3)(4) - Drawn | | 6.50% (L + 5.50%/Q) | | 9/1/2021 | | 7/1/2024 | | 1,601 | | | 1,593 | | | 1,601 | | | |
| | | | | | | | | | 10,479 | | | 10,421 | | | 10,479 | | | 1.46 | % |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.25% (L + 5.50%/Q) | | 10/15/2021 | | 10/16/2028 | | 10,546 | | | 10,444 | | | 10,440 | | | 1.45 | % |
RXB Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 5.25% (L + 4.50%/S) | | 7/28/2021 | | 12/20/2027 | | 9,950 | | | 9,927 | | | 9,981 | | | 1.39 | % |
Energize Holdco LLC | | | | | | | | | | | | | | | | |
Business Services | | Second Lien (2) | | 7.25% (L + 6.75%/Q) | | 11/19/2021 | | 12/7/2029 | | 10,000 | | | 9,950 | | | 9,950 | | | 1.38 | % |
Bullhorn, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.75% (L + 5.75%/Q) | | 9/11/2020 | | 9/30/2026 | | 9,748 | | | 9,690 | | | 9,748 | | | 1.35 | % |
Bracket Intermediate Holding Corp. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 4.38% (L + 4.25%/Q) | | 3/30/2020 | | 9/5/2025 | | 9,572 | | | 8,487 | | | 9,562 | | | 1.33 | % |
The accompanying notes are an integral part of these consolidated financial statements.
25
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Xactly Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 8.25% (L + 7.25%/S) | | 6/5/2020 | | 7/31/2023 | | $ | 9,449 | | | $ | 9,191 | | | $ | 9,449 | | | 1.31 | % |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.25% (L + 5.50%/Q) | | 8/2/2021 | | 8/2/2028 | | 7,461 | | | 7,390 | | | 7,386 | | | |
| | First lien (3)(4) - Drawn | | 6.25% (L + 5.50%/Q) | | 8/2/2021 | | 8/2/2028 | | 20 | | | 19 | | | 19 | | | |
| | | | | | | | | | 7,481 | | | 7,409 | | | 7,405 | | | 1.03 | % |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.75% (L + 6.00%/S) | | 3/1/2021 | | 3/1/2028 | | 7,401 | | | 7,300 | | | 7,290 | | | 1.01 | % |
OEConnection LLC | | | | | | | | | | | | | | | | |
Business Services | | Second Lien (2) | | 7.50% (L + 7.00%/M) | | 12/17/2021 | | 9/25/2027 | | 7,360 | | | 7,287 | | | 7,287 | | | 1.01 | % |
Cano Health, LLC** | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 5.25% (L + 4.50%/S) | | 12/15/2020 | | 11/23/2027 | | 4,699 | | | 4,658 | | | 4,708 | | | |
| | First lien | | 5.25% (L + 4.50%/S) | | 12/15/2020 | | 11/23/2027 | | 2,375 | | | 2,354 | | | 2,379 | | | |
| | | | | | | | | | 7,074 | | | 7,012 | | | 7,087 | | | 0.98 | % |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 7.00% (L + 6.25%/Q) | | 3/12/2021 | | 3/12/2027 | | 6,417 | | | 6,374 | | | 6,393 | | | |
| | First lien (4) - Drawn | | 7.00% (L + 6.25%/Q) | | 3/12/2021 | | 3/12/2027 | | 620 | | | 615 | | | 617 | | | |
| | | | | | | | | | 7,037 | | | 6,989 | | | 7,010 | | | 0.97 | % |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2) | | 7.00% (L + 6.00%/M) | | 2/20/2020 | | 2/20/2026 | | 6,213�� | | | 6,190 | | | 6,182 | | | |
| | First lien (4) - Drawn | | 7.00% (L + 6.00%/M) | | 2/20/2020 | | 2/20/2026 | | 245 | | | 245 | | | 244 | | | |
| | | | | | | | | | 6,458 | | | 6,435 | | | 6,426 | | | 0.89 | % |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | 7.00% (L + 6.00%/S) | | 3/13/2020 | | 2/6/2026 | | 5,429 | | | 5,409 | | | 5,429 | | | |
| | First lien (2)(3) | | 9.00% (L + 8.00%/S) | | 10/15/2020 | | 8/6/2026 | | 977 | | | 969 | | | 977 | | | |
| | | | | | | | | | 6,406 | | | 6,378 | | | 6,406 | | | 0.89 | % |
Infogain Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 6.75% (L + 5.75%/S) | | 7/30/2021 | | 7/28/2028 | | 6,163 | | | 6,119 | | | 6,117 | | | 0.85 | % |
Maverick Bidco Inc. | | | | | | | | | | | | | | | | |
Software | | Second Lien (3) | | 7.50% (L + 6.75%/Q) | | 4/29/2021 | | 5/18/2029 | | 6,000 | | | 5,986 | | | 5,985 | | | 0.83 | % |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | 6.25% (L + 5.25%/Q) | | 7/19/2021 | | 7/19/2027 | | 5,396 | | | 5,339 | | | 5,336 | | | |
| | First lien (3)(4) - Drawn | | 6.25% (L + 5.25%/M) | | 7/19/2021 | | 7/19/2026 | | 589 | | | 583 | | | 582 | | | |
| | | | | | | | | | 5,985 | | | 5,922 | | | 5,918 | | | 0.82 | % |
Sovos Compliance, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 5.00% (L + 4.50%/M) | | 7/29/2021 | | 8/11/2028 | | 5,543 | | | 5,536 | | | 5,567 | | | 0.77 | % |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | 6.00% (L + 5.25%/S) | | 6/30/2021 | | 6/29/2027 | | 4,966 | | | 4,919 | | | 4,916 | | | |
| | First lien (3)(4) - Drawn | | 6.00% (L + 5.25%/M) | | 6/30/2021 | | 6/29/2027 | | 388 | | | 384 | | | 384 | | | |
| | | | | | | | | | 5,354 | | | 5,303 | | | 5,300 | | | 0.74 | % |
Beacon Pointe Harmony, LLC** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2) | | 6.00% (L + 5.25%/Q) | | 12/29/2021 | | 12/29/2028 | | 5,212 | | | 5,160 | | | 5,160 | | | 0.72 | % |
eResearchTechnology, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 5.50% (L + 4.50%/M) | | 1/8/2021 | | 2/4/2027 | | 4,962 | | | 4,962 | | | 4,991 | | | 0.69 | % |
EyeCare Partners, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 3.97% (L + 3.75%/Q) | | 4/16/2020 | | 2/18/2027 | | 4,920 | | | 4,165 | | | 4,893 | | | 0.68 | % |
The accompanying notes are an integral part of these consolidated financial statements.
26
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Bearcat Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 5.75% (L + 4.75%/Q) | | 11/18/2020 | | 7/9/2026 | | $ | 2,488 | | | $ | 2,467 | | | $ | 2,488 | | | |
| | First lien (2)(3)(4) - Drawn | | 5.75% (L + 4.75%/Q) | | 11/18/2020 | | 7/9/2026 | | 2,277 | | | 2,258 | | | 2,277 | | | |
| | | | | | | | | | 4,765 | | | 4,725 | | | 4,765 | | | 0.66 | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | |
Industrial Services | | First lien (2)(3) | | 6.25% (L + 5.50%/M) | | 10/19/2021 | | 10/19/2028 | | 4,427 | | | 4,384 | | | 4,383 | | | |
| | First lien (3)(4) - Drawn | | 7.75% (P + 4.50%/Q) | | 10/19/2021 | | 10/19/2028 | | 253 | | | 250 | | | 250 | | | |
| | | | | | | | | | 4,680 | | | 4,634 | | | 4,633 | | | 0.64 | % |
Therapy Brands Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | Second Lien (2)(3) | | 7.50% (L + 6.75%/Q) | | 5/12/2021 | | 5/18/2029 | | 4,222 | | | 4,202 | | | 4,201 | | | 0.58 | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | |
Federal Services | | First lien (2) | | 6.25% (L + 5.50%/Q) | | 7/22/2021 | | 7/23/2027 | | 3,689 | | | 3,654 | | | 3,652 | | | |
| | First lien | | 6.25% (L + 5.50%/Q) | | 7/22/2021 | | 7/23/2027 | | 480 | | | 476 | | | 475 | | | |
| | First lien (4) - Drawn | | 6.25% (L + 5.50%/Q) | | 7/22/2021 | | 7/23/2027 | | 5 | | | 5 | | | 5 | | | |
| | | | | | | | | | 4,174 | | | 4,135 | | | 4,132 | | | 0.57 | % |
Appriss Health, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3) | | 8.25% (L + 7.25%/Q) | | 5/6/2021 | | 5/6/2027 | | 4,063 | | | 4,025 | | | 4,022 | | | 0.56 | % |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | 5.00% (L + 4.00%/M) | | 7/30/2021 | | 12/2/2022 | | 3,980 | | | 3,968 | | | 3,980 | | | 0.55 | % |
STATS Intermediate Holdings, LLC** | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 5.41% (L + 5.25%/Q) | | 8/9/2021 | | 7/10/2026 | | 3,972 | | | 3,972 | | | 3,972 | | | 0.55 | % |
Calabrio, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | 8.00% (L + 7.00%/Q) | | 4/16/2021 | | 4/16/2027 | | 3,986 | | | 3,959 | | | 3,962 | | | 0.55 | % |
GC Waves Holdings, Inc.** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3)(4) - Drawn | | 6.25% (L + 5.50%/Q) | | 8/12/2021 | | 8/13/2026 | | 3,847 | | | 3,813 | | | 3,847 | | | 0.54 | % |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | |
Information Services | | First lien (2)(3) | | 6.75% (L + 5.75%/S) | | 9/1/2021 | | 9/1/2027 | | 3,742 | | | 3,724 | | | 3,723 | | | 0.52 | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | 6.50% (L + 5.75%/Q) | | 9/8/2021 | | 9/8/2028 | | 2,616 | | | 2,594 | | | 2,590 | | | |
| | First lien (3)(4) - Drawn | | 6.50% (L + 5.75%/Q) | | 9/8/2021 | | 9/8/2028 | | 1,030 | | | 1,021 | | | 1,020 | | | |
| | | | | | | | | | 3,646 | | | 3,615 | | | 3,610 | | | 0.50 | % |
Quartz Holding Company | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | 8.10% (L + 8.00%/M) | | 10/16/2020 | | 4/2/2027 | | 3,000 | | | 2,987 | | | 3,000 | | | 0.42 | % |
MED ParentCo, LP | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2) | | 4.35% (L + 4.25%/M) | | 4/30/2020 | | 8/31/2026 | | 2,357 | | | 2,093 | | | 2,359 | | | |
| | First lien | | 4.35% (L + 4.25%/M) | | 4/30/2020 | | 8/31/2026 | | 591 | | | 526 | | | 592 | | | |
| | | | | | | | | | 2,948 | | | 2,619 | | | 2,951 | | | 0.41 | % |
Geo Parent Corporation | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | 5.35% (L + 5.25%/M) | | 5/29/2020 | | 12/19/2025 | | 2,947 | | | 2,859 | | | 2,932 | | | 0.41 | % |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3) | | 6.75% (L + 5.75%/Q) | | 6/18/2021 | | 6/18/2028 | | 2,890 | | | 2,849 | | | 2,846 | | | 0.40 | % |
Bluefin Holding, LLC | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | 7.93% (L + 7.75%/Q) | | 6/9/2020 | | 9/3/2027 | | 2,500 | | | 2,387 | | | 2,500 | | | 0.35 | % |
Spring Education Group, Inc. | | | | | | | | | | | | | | | | |
Education | | First lien (2) | | 4.47% (L + 4.25%/Q) | | 3/23/2020 | | 7/30/2025 | | 2,454 | | | 1,948 | | | 2,375 | | | 0.33 | % |
The accompanying notes are an integral part of these consolidated financial statements.
27
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
MH Sub I, LLC (Micro Holding Corp.) | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | 3.60% (L + 3.50%/M) | | 3/23/2020 | | 9/13/2024 | | $ | 1,471 | | | $ | 1,262 | | | $ | 1,465 | | | 0.21 | % |
VetCor Professional Practices LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4) - Drawn | | 5.00% (L + 4.25%/Q) | | 12/3/2021 | | 7/2/2025 | | 1,405 | | | 1,398 | | | 1,398 | | | 0.19 | % |
Vectra Co. | | | | | | | | | | | | | | | | |
Business Products | | First lien (2) | | 3.35% (L + 3.25%/M) | | 3/26/2020 | | 3/8/2025 | | 1,380 | | | 1,213 | | | 1,331 | | | 0.18 | % |
Total Funded Debt Investments - United States | | | | | | | | | | $ | 1,053,347 | | | $ | 1,038,667 | | | $ | 1,048,508 | | | 145.61 | % |
Funded Debt Investments - Netherlands | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | |
Information Technology | | First lien (2)(3) | | 6.75% (L + 6.00%/Q) | | 10/1/2021 | | 9/29/2028 | | $ | 23,010 | | | $ | 22,786 | | | $ | 22,780 | | | 3.16 | % |
Total Funded Debt Investments - Netherlands | | | | | | | | | | $ | 23,010 | | | $ | 22,786 | | | $ | 22,780 | | | 3.16 | % |
Total Funded Debt Investments | | | | | | | | | | $ | 1,076,357 | | | $ | 1,061,453 | | | $ | 1,071,288 | | | 148.77 | % |
Equity - United States | | | | | | | | | | | | | | | | |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | |
Software | | Ordinary Shares(3) | | — | | 11/1/2021 | | — | | 10 | | $ | — | | | $ | — | | | 0.00 | % |
Total Shares - United States | | | | | | | | | | | | $ | — | | | $ | — | | | 0.00 | % |
Total Shares | | | | | | | | | | | | $ | 1,061,453 | | | $ | 1,071,288 | | | 148.77 | % |
Total Funded Investments | | | | | | | | | | | | $ | 1,061,453 | | | $ | 1,071,288 | | | 148.77 | % |
Unfunded Debt Investments - United States | | | | | | | | | | | | | | | | |
Diligent Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 8/4/2020 | | 2/4/2022 | | $ | 2,866 | | | $ | (26) | | | $ | 27 | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/4/2020 | | 8/4/2025 | | 2,369 | | | (16) | | | — | | | |
| | | | | | | | | | 5,235 | | | (42) | | | 27 | | | 0.00 | % |
Sovos Compliance, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) - Undrawn | | — | | 7/29/2021 | | 8/12/2023 | | 957 | | | — | | | 4 | | | 0.00 | % |
GC Waves Holdings, Inc.** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3)(4) - Undrawn | | — | | 8/12/2021 | | 8/11/2023 | | 3,403 | | | — | | | — | | | — | % |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (4) - Undrawn | | — | | 8/24/2021 | | 8/31/2023 | | 3,516 | | | — | | | — | | | — | % |
YLG Holdings, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 10/22/2021 | | 10/22/2023 | | 6,432 | | | — | | | — | | | — | % |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC)** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | 8/13/2021 | | 6/3/2022 | | 2,774 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/13/2021 | | 10/4/2027 | | 228 | | | (1) | | | — | | | |
| | | | | | | | | | 3,002 | | | (1) | | | — | | | — | % |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | 3/13/2020 | | 2/6/2025 | | 395 | | | (1) | | | — | | | — | % |
Bearcat Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (2)(3)(4) - Undrawn | | — | | 11/18/2020 | | 11/23/2022 | | 186 | | | (2) | | | — | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements.
28
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
MRI Software LLC | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3)(4) - Undrawn | | — | | 3/24/2021 | | 3/24/2022 | | $ | 3,023 | | | $ | — | | | $ | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 1/31/2020 | | 2/10/2026 | | 780 | | | (3) | | | — | | | |
| | | | | | | | | | 3,803 | | | (3) | | | — | | | — | % |
GS AcquisitionCo, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 10/7/2021 | | 11/2/2022 | | 1,864 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 2/6/2020 | | 5/22/2026 | | 1,007 | | | (6) | | | — | | | |
| | | | | | | | | | 2,871 | | | (6) | | | — | | | — | % |
Bullhorn, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 10/5/2021 | | 11/8/2022 | | 1,240 | | | (3) | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 9/11/2020 | | 9/30/2026 | | 693 | | | (4) | | | — | | | |
| | | | | | | | | | 1,933 | | | (7) | | | — | | | — | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 11/26/2021 | | 11/26/2023 | | 5,691 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 11/26/2021 | | 11/26/2024 | | 963 | | | (9) | | | — | | | |
| | | | | | | | | | 6,654 | | | (9) | | | — | | | — | % |
CFS Management, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 9/1/2023 | | 1,766 | | | (11) | | | — | | | — | % |
Xactly Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 6/5/2020 | | 7/31/2023 | | 551 | | | (14) | | | — | | | — | % |
Kaseya Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 9/8/2021 | | 9/8/2023 | | 895 | | | (8) | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/29/2020 | | 5/2/2025 | | 686 | | | (16) | | | — | | | |
| | | | | | | | | | 1,581 | | | (24) | | | — | | | — | % |
Maverick Bidco Inc. | | | | | | | | | | | | | | | | |
Software | | Second Lien (3)(4) - Undrawn | | — | | 4/29/2021 | | 11/18/2022 | | 800 | | | — | | | (2) | | | (0.00) | % |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | 7/19/2021 | | 7/19/2026 | | 147 | | | (2) | | | (2) | | | (0.00) | % |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (4) - Undrawn | | — | | 2/20/2020 | | 2/20/2026 | | 456 | | | (2) | | | (2) | | | (0.00) | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | |
Industrial Services | | First lien (3)(4) - Undrawn | | — | | 10/19/2021 | | 10/19/2023 | | 254 | | | — | | | (3) | | | (0.00) | % |
Appriss Health, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 5/6/2021 | | 5/6/2027 | | 271 | | | (2) | | | (3) | | | (0.00) | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | |
Federal Services | | First lien (4) - Undrawn | | — | | 7/22/2021 | | 7/23/2027 | | 283 | | | (3) | | | (3) | | | (0.00) | % |
Calabrio, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 4/16/2021 | | 4/16/2027 | | 480 | | | (3) | | | (3) | | | (0.00) | % |
The accompanying notes are an integral part of these consolidated financial statements.
29
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Recorded Future, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (4) - Undrawn | | — | | 8/3/2020 | | 7/3/2025 | | $ | 500 | | | $ | (6) | | | $ | (3) | | | (0.00) | % |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (4) - Undrawn | | — | | 3/12/2021 | | 3/10/2023 | | 970 | | | — | | | (4) | | | (0.00) | % |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | |
Information Services | | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 9/1/2027 | | 333 | | | (2) | | | (2) | | | |
| | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 9/1/2022 | | 831 | | | — | | | (4) | | | |
| | | | | | | | | | 1,164 | | | (2) | | | (6) | | | (0.00) | % |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 6/18/2021 | | 6/18/2026 | | 224 | | | (3) | | | (3) | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/18/2021 | | 6/18/2023 | | 268 | | | — | | | (4) | | | |
| | | | | | | | | | 492 | | | (3) | | | (7) | | | (0.00) | % |
Associations, Inc. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 7/2/2021 | | 7/2/2027 | | 1,476 | | | (7) | | | (7) | | | (0.00) | % |
Therapy Brands Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | Second Lien (2)(3)(4) - Undrawn | | — | | 5/12/2021 | | 5/18/2023 | | 1,778 | | | — | | | (9) | | | (0.00) | % |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 9/22/2021 | | 9/22/2027 | | 913 | | | (9) | | | (9) | | | (0.00) | % |
Infogain Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 7/30/2021 | | 7/30/2026 | | 1,236 | | | (8) | | | (9) | | | (0.00) | % |
PDQ.com Corporation | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3)(4) - Undrawn | | — | | 9/1/2021 | | 8/27/2027 | | 2,206 | | | (10) | | | (11) | | | (0.00) | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | 9/8/2021 | | 9/8/2027 | | 363 | | | (3) | | | (4) | | | |
| | First lien (3)(4) - Undrawn | | — | | 9/8/2021 | | 9/8/2023 | | 896 | | | (7) | | | (9) | | | |
| | | | | | | | | | 1,259 | | | (10) | | | (13) | | | (0.00) | % |
Relativity ODA LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 5/12/2021 | | 5/12/2027 | | 1,061 | | | (12) | | | (13) | | | (0.00) | % |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 9/21/2021 | | 9/27/2027 | | 1,326 | | | (13) | | | (13) | | | (0.00) | % |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (4) - Undrawn | | — | | 12/1/2021 | | 12/1/2023 | | 3,378 | | | — | | | (17) | | | (0.00) | % |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | 6/30/2021 | | 6/29/2027 | | 97 | | | (1) | | | (1) | | | |
| | First lien (3)(4) - Undrawn | | — | | 6/30/2021 | | 6/29/2023 | | 1,696 | | | — | | | (17) | | | |
| | | | | | | | | | 1,793 | | | (1) | | | (18) | | | (0.00) | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
30
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Granicus, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 1/27/2021 | | 1/29/2027 | | $ | 1,207 | | | $ | (8) | | | $ | (9) | | | |
| | First lien (3)(4) - Undrawn | | — | | 4/23/2021 | | 4/21/2023 | | 911 | | | — | | | (9) | | | |
| | | | | | | | | | 2,118 | | | (8) | | | (18) | | | (0.00) | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | |
Business Services | | First lien (4) - Undrawn | | — | | 12/22/2021 | | 12/22/2027 | | 2,596 | | | (19) | | | (19) | | | (0.00) | % |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 4/20/2021 | | 4/20/2027 | | 2,241 | | | (17) | | | (19) | | | (0.00) | % |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (4) - Undrawn | | — | | 12/27/2021 | | 5/24/2024 | | 1,630 | | | — | | | (20) | | | (0.00) | % |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 11/1/2021 | | 11/1/2027 | | 2,045 | | | (20) | | | (20) | | | (0.00) | % |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/15/2027 | | 783 | | | (8) | | | (8) | | | |
| | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/16/2023 | | 1,301 | | | — | | | (13) | | | |
| | | | | | | | | | 2,084 | | | (8) | | | (21) | | | (0.00) | % |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (3)(4) - Undrawn | | — | | 4/28/2021 | | 4/27/2027 | | 1,000 | | | (4) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | 12/1/2021 | | 11/29/2023 | | 5,068 | | | (25) | | | (25) | | | |
| | | | | | | | | | 6,068 | | | (29) | | | (30) | | | (0.00) | % |
OA Buyer, Inc. | | | | | | | | | | | | | | | | |
Healthcare Information Technology | | First lien (4) - Undrawn | | — | | 12/20/2021 | | 12/20/2028 | | 3,040 | | | (30) | | | (30) | | | (0.00) | % |
Beacon Pointe Harmony, LLC** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (4) - Undrawn | | — | | 12/29/2021 | | 12/29/2027 | | 539 | | | (5) | | | (5) | | | |
| | First lien (4) - Undrawn | | — | | 12/29/2021 | | 6/29/2023 | | 2,696 | | | — | | | (27) | | | |
| | | | | | | | | | 3,235 | | | (5) | | | (32) | | | (0.00) | % |
Notorious Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (3)(4) - Undrawn | | — | | 11/23/2021 | | 5/24/2027 | | 1,537 | | | (12) | | | (12) | | | |
| | First lien (3)(4) - Undrawn | | — | | 11/23/2021 | | 11/23/2023 | | 3,073 | | | — | | | (23) | | | |
| | | | | | | | | | 4,610 | | | (12) | | | (35) | | | (0.01) | % |
Allworth Financial Group, L.P.** | | | | | | | | | | | | | | | | |
Financial Services | | First lien (4) - Undrawn | | — | | 12/21/2020 | | 12/23/2022 | | 773 | | | — | | | (8) | | | |
| | First lien (4) - Undrawn | | — | | 12/21/2020 | | 12/23/2026 | | 2,705 | | | (23) | | | (27) | | | |
| | | | | | | | | | 3,478 | | | (23) | | | (35) | | | (0.01) | % |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 8/2/2021 | | 8/2/2027 | | 787 | | | (7) | | | (8) | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/2/2021 | | 8/2/2023 | | 2,736 | | | — | | | (27) | | | |
| | | | | | | | | | 3,523 | | | (7) | | | (35) | | | (0.01) | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
31
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (4) - Undrawn | | — | | 12/20/2021 | | 12/21/2023 | | $ | 4,054 | | | $ | — | | | $ | (41) | | | (0.01) | % |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 9/13/2021 | | 9/13/2023 | | 4,237 | | | — | | | (43) | | | (0.01) | % |
Galway Borrower LLC | | | | | | | | | | | | | | | | |
Insurance Services | | First lien (3)(4) - Undrawn | | — | | 9/30/2021 | | 9/30/2027 | | 1,481 | | | (14) | | | (15) | | | |
| | First lien (3)(4) - Undrawn | | — | | 9/30/2021 | | 9/29/2023 | | 3,111 | | | — | | | (31) | | | |
| | | | | | | | | | 4,592 | | | (14) | | | (46) | | | (0.01) | % |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 3/1/2021 | | 3/1/2023 | | 3,265 | | | — | | | (49) | | | (0.01) | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4) - Undrawn | | — | | 12/20/2021 | | 12/21/2022 | | 766 | | | — | | | (8) | | | |
| | First lien (4) - Undrawn | | — | | 12/20/2021 | | 12/21/2027 | | 1,216 | | | (12) | | | (12) | | | |
| | First lien (4) - Undrawn | | — | | 12/20/2021 | | 12/21/2023 | | 3,041 | | | — | | | (30) | | | |
| | | | | | | | | | 5,023 | | | (12) | | | (50) | | | (0.01) | % |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | |
Healthcare Services | | First lien (3)(4) - Undrawn | | — | | 8/26/2021 | | 8/26/2027 | | 1,348 | | | (13) | | | (13) | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/26/2021 | | 8/28/2023 | | 4,045 | | | — | | | (40) | | | |
| | | | | | | | | | 5,393 | | | (13) | | | (53) | | | (0.01) | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | |
Packaging | | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/15/2027 | | 1,722 | | | (17) | | | (17) | | | |
| | First lien (3)(4) - Undrawn | | — | | 10/15/2021 | | 10/13/2023 | | 5,024 | | | — | | | (50) | | | |
| | | | | | | | | | 6,746 | | | (17) | | | (67) | | | (0.01) | % |
Vehlo Purchaser, LLC | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | 8/27/2021 | | 8/27/2027 | | 1,975 | | | (20) | | | (20) | | | |
| | First lien (3)(4) - Undrawn | | — | | 8/27/2021 | | 8/28/2023 | | 4,897 | | | — | | | (49) | | | |
| | | | | | | | | | 6,872 | | | (20) | | | (69) | | | (0.01) | % |
AAH Topco, LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4) - Undrawn | | — | | 12/22/2021 | | 12/22/2027 | | 1,413 | | | (14) | | | (14) | | | |
| | First lien (4) - Undrawn | | — | | 12/22/2021 | | 12/22/2023 | | 13,004 | | | — | | | (130) | | | |
| | | | | | | | | | 14,417 | | | (14) | | | (144) | | | (0.03) | % |
VetCor Professional Practices LLC | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4) - Undrawn | | — | | 12/3/2021 | | 7/2/2024 | | 1,600 | | | (8) | | | (8) | | | |
| | First lien (4) - Undrawn | | — | | 12/3/2021 | | 12/4/2023 | | 12,994 | | | — | | | (65) | | | |
| | Second Lien (4) - Undrawn | | — | | 12/3/2021 | | 12/4/2023 | | 14,403 | | | — | | | (108) | | | |
| | | | | | | | | | 28,997 | | | (8) | | | (181) | | | (0.03) | % |
Total Unfunded Debt Investments - United States | | | | | | | | | | $ | 184,792 | | | $ | (489) | | | $ | (1,183) | | | (0.17) | % |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
32
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | |
Unfunded Debt Investments - Netherlands | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3)(4) - Undrawn | | — | | 10/1/2021 | | 10/1/2027 | | $ | 1,726 | | | $ | (17) | | | $ | (17) | | | (0.00) | % |
Total Unfunded Debt Investments - Netherlands | | | | | | | | | | $ | 1,726 | | | $ | (17) | | | $ | (17) | | | 0.00 | % |
Total Unfunded Debt Investments | | | | | | | | | | $ | 186,518 | | | $ | (506) | | | $ | (1,200) | | | (0.17) | % |
Total Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | $ | 1,060,947 | | | $ | 1,070,088 | | | 148.60 | % |
Total Investments | | | | | | | | | | | | $ | 1,060,947 | | | $ | 1,070,088 | | | 148.60 | % |
| | | | | | | | | | | | | | | | |
(1)NMF SLF I, Inc. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Investment Adviser as collateral manager, NMF SLF I SPV, L.L.C. ("SLF I SPV") as the borrower, the Company as equityholder and seller, Wells Fargo Bank, National Association as the administrative agent, and collateral custodian and each of the lenders from time to time thereto. See Note 6. Borrowings, for details.
(3)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(4)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(5)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment, the current interest rate provided reflects the rate in effect as of December 31, 2021.
(6)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.
* All or a portion of interest contains payment-in kind ("PIK") interest. See Note 2. Summary of Significant Accounting Policies—Revenue Recognition for details.
** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2021, 9.10% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
33
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
| | | | | | | | | | | |
| | December 31, 2021 | |
Investment Type | | Percent of Total Investments at Fair Value | |
First lien | | 94.60 | % | |
Second lien | | 5.40 | % | |
| | | |
Equity and other | | — | % | (1) |
Total investments | | 100.00 | % | |
| | | |
| | | |
| | | |
(1)As of December 31, 2021, equity and other investments made up less than 0.01% of total investments.
| | | | | | | | |
| | December 31, 2021 |
Industry Type | | Percent of Total Investments at Fair Value |
Software | | 38.05 | % |
Healthcare Services | | 13.08 | % |
Business Services | | 12.48 | % |
Financial Services | | 6.86 | % |
Healthcare Information Technology | | 5.98 | % |
Insurance Services | | 4.79 | % |
Consumer Services | | 4.78 | % |
Information Technology | | 4.24 | % |
Education | | 2.51 | % |
Consumer Products | | 2.00 | % |
Distribution & Logistics | | 1.64 | % |
Specialty Chemicals & Materials | | 1.15 | % |
Packaging | | 1.14 | % |
Industrial Services | | 0.44 | % |
Federal Services | | 0.39 | % |
Information Services | | 0.35 | % |
Business Products | | 0.12 | % |
| | |
Total investments | | 100.00 | % |
| | | | | | | | |
| | December 31, 2021 |
Interest Rate Type | | Percent of Total Investments at Fair Value |
Floating rates | | 100.00 | % |
Fixed rates | | — | % |
Total investments | | 100.00 | % |
The accompanying notes are an integral part of these consolidated financial statements.
34
Notes to the Consolidated Financial Statements of
NMF SLF I, Inc.
June 30, 2022
(in thousands, except share data)
(unaudited)
Note 1. Formation and Business Purpose
NMF SLF I, Inc. (the "Company") is a Maryland corporation formed on January 23, 2019. The Company is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the Company's. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the Company's day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
The Company conducted a private offering (the "Private Offering") of its common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of any Private Offering, each investor will make a capital commitment (a "Capital Commitment") to purchase common stock pursuant to a subscription agreement entered into with the Company. The Company commenced its loan origination and investment activities on the date it issued shares to persons not affiliated with the Investment Adviser, which occurred on February 18, 2020 (the "Initial Closing Date"). The Company may conduct subsequent closings at times during its investment period (the "Investment Period"), which commenced on the Initial Closing Date and shall initially continue until February 18, 2024, the 48-month anniversary of the Initial Closing Date, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of the Company's outstanding common stock elect to forego any such extension upon not less than ninety days prior written notice. Holders of a majority of the Company's outstanding common stock may also terminate the Investment Period as of any earlier anniversary of the Initial Closing Date upon not less than ninety days written notice. Each investor will be required to make capital contributions to purchase the Company's common stock each time a drawdown notice is issued based on such investor's Capital Commitment. Pursuant to the subscription agreement entered into with each investor, the Company shall commence the wind up of operations two years following the expiration of the Investment Period, subject to additional extensions, each for an additional one year period, upon approval of the holders of a majority of the Company's then outstanding common stock.
On December 9, 2020, the Company established NMF SLF I SPV, L.L.C. ("SLF I SPV") as a wholly-owned direct subsidiary, whose assets are used to secure SLF I SPV's credit facility.
The Company's investment objective is to generate current income and capital appreciation primarily by investing in or originating debt investments in companies that the Investment Adviser believes are "defensive growth" companies in non-cyclical industry niches where the Investment Adviser has developed strong proprietary research and operational advantages. The Company makes investments through both primary originations and open-market secondary purchases. The Company predominantly targets loans to, and invests in, U.S. middle market businesses. The Company defines middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10,000 and $200,000. In some cases, the Company's investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance. As of June 30, 2022, the Company's top five industry concentrations were software, business services, healthcare services, consumer services and financial services.
Note 2. Summary of Significant Accounting Policies
Basis of accounting—The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The Company is an investment company following
accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services—Investment Companies ("ASC 946"). The Company consolidates its wholly-owned direct subsidiary SLF I SPV.
The Company's consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the period(s) presented. The Company's consolidated financial statements have eliminated all intercompany transactions. Revenues are recognized when earned and expenses when incurred. The financial results of the Company's portfolio investments are not consolidated in the financial statements.
The Company's consolidated interim financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, the Company's consolidated interim financial statements do not include all of the information and notes required by GAAP for annual financial statements. 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, 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, 2022.
Investments—The Company applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the Company's Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Company's Consolidated Statements of Operations as "Net realized gains (losses) on investments".
The Company's underlying assets are considered, for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any regulations promulgated thereunder, and Section 4975 of the Code, to be assets of certain employee benefit plans and other plans that purchase shares. Under such circumstances, the Company's investments and the activities of the Investment Adviser are subject to and, in certain cases, limited by, such laws.
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Company's board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Because (i) "benefit plan investors", as defined in Section 3(42) of ERISA ("Benefit Plan Investors"), hold 25% or more of the Company's outstanding shares, and (ii) the Company's shares are not listed on a national securities exchange, an unaffiliated third-party ("Sub-Administrator"), has been engaged to independently value the Company's investments, in consultation with the Investment Adviser. The Company's quarterly valuation procedures, which are the procedures that will be followed by such Sub-Administrator, are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Sub-Administrator is unable to sufficiently validate the quote(s) internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.For investments other than bonds, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following procedures:
i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If an IHS Markit Ltd. quote differs from the Refinitiv (formerly known as Thomson Reuters) quote by +/- 5% or if the spread between the bid and ask for a quote is greater than 10%, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value; and
ii.Investments for which one quote is received from a pricing service are validated by the Sub-Administrator, in consultation with the investment professionals at the Investment Adviser. The personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Sub-Administrator will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Sub-Administrator, in consultation with the investment professionals at the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.Each portfolio company or investment is initially valued by Sub-Administrator, in consultation with the investment professionals of the Investment Adviser responsible for the credit monitoring; and
b.Preliminary valuation conclusions will then be documented and discussed with the Company's senior management.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period and the fluctuations could be material.
In the event Benefit Plan Investors do not hold 25% or more of the Company's outstanding shares, or the Company's shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Sub-Administrator, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors.
See Note 3. Investments, for further discussion relating to investments.
Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of June 30, 2022 and December 31, 2021.
Revenue recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Company has loans in its portfolio that contain a payment-in-kind ("PIK") interest provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when redeemed by the issuer. For the three and six months ended June 30, 2022, the Company recognized PIK interest from investments of $882 and $1,688, respectively. For the three and six months ended June 30, 2021, the Company recognized PIK interest from investments of $219 and $327, respectively.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on
non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. As of June 30, 2022 and December 31, 2021, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Fee income may also include fees from bridge loans. The Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Company for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.
Interest and other financing expenses—Interest and other financing fees are recorded on an accrual basis by the Company. See Note 6. Borrowings, for details.
Deferred financing costs—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the Company's borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 6. Borrowings, for details.
Organizational expenses—Organizational expenses include costs and expenses incurred in connection with the formation and organization of the Company. All such amounts are expensed as incurred in the Consolidated Statements of Operations. Any organizational and offering expenses paid by the Company in excess of $1,000 will be borne by the Investment Adviser and cannot be recouped by the Investment Adviser.
Income taxes—The Company has elected to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and intends to comply with the requirements to qualify and maintain its status as a RIC annually. As a RIC, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its stockholders.
To continue to qualify and be subject to tax treatment as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.
Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes.
For U.S. federal income tax purposes, distributions paid to stockholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.
The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.
Based on its analysis, the Company has determined that there were no uncertain tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740, Income Taxes ("ASC 740") through December 31, 2021. The 2019 through 2021 tax year and forward remains subject to examination by the U.S. federal, state, and local tax authorities.
Earnings per share—The Company's earnings per share ("EPS") amounts have been computed based on the weighted-average number of shares outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares outstanding during the period of computation. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares, and its related net impact to net assets accounted for, and the additional shares were dilutive.
Distributions—Distributions to the Company's stockholders are recorded on the record date as set by the Company's board of directors. The Company intends to make timely distributions to its stockholders that will be sufficient to enable the Company to qualify and maintain its status as a RIC. The Company intends to distribute approximately all of its net investment
income on a semi-annual basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
The Company has adopted a dividend reinvestment plan (the "DRIP") that provides for reinvestment of any distributions declared on behalf of its stockholders, unless a stockholder elects to receive cash.
The Company applies the following in implementing the DRIP. The Company shall use only newly-issued shares of its common stock to implement the DRIP. The number of shares to be issued to a stockholder that has not elected to have its distributions in cash shall be determined by dividing the total dollar amount of the distribution payable to such participant by the net asset value per share as of the last day of the Company’s fiscal quarter immediately preceding the date such distribution was declared (the "Reference NAV"); provided that in the event a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the net asset value per share as of such day. For the three and six months ended June 30, 2022, we have issued 0 and 2,988,215 shares through the DRIP, respectively. For both the three and six months ended June 30, 2021, we issued 840,119 shares through the DRIP.
Use of estimates—The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Company's consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.
Note 3. Investments
At June 30, 2022, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
| | | | | | | | | | | |
| Cost | | Fair Value |
First lien | $ | 1,104,567 | | | $ | 1,102,680 | |
Second lien | 61,766 | | | 60,364 | |
Equity and other(1) | — | | | — | |
Total investments | $ | 1,166,333 | | | $ | 1,163,044 | |
(1)As of June 30, 2022, total cost and fair value of equity and other investments were each less than $1 thousand.
Investment Cost and Fair Value by Industry
| | | | | | | | | | | |
| Cost | | Fair Value |
Software | $ | 421,978 | | | $ | 424,407 | |
Business Services | 160,724 | | | 158,867 | |
Healthcare Services | 139,665 | | | 138,171 | |
Consumer Services | 99,831 | | | 99,574 | |
Financial Services | 95,989 | | | 96,214 | |
Healthcare Information Technology | 68,519 | | | 68,052 | |
Information Technology | 45,301 | | | 45,265 | |
Insurance Services | 30,321 | | | 30,502 | |
Education | 22,817 | | | 22,287 | |
Consumer Products | 21,800 | | | 21,763 | |
Distribution & Logistics | 17,373 | | | 16,500 | |
Packaging | 15,678 | | | 15,613 | |
Specialty Chemicals & Materials | 12,374 | | | 12,069 | |
Industrial Services | 4,835 | | | 4,823 | |
Federal Services | 4,109 | | | 4,104 | |
Information Services | 3,788 | | | 3,782 | |
Business Products | 1,231 | | | 1,051 | |
Total investments | $ | 1,166,333 | | | $ | 1,163,044 | |
At December 31, 2021, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
| | | | | | | | | | | |
| Cost | | Fair Value |
First lien | $ | 1,003,566 | | | $ | 1,012,256 | |
Second lien | 57,381 | | | 57,832 | |
Equity and other(1) | — | | | — | |
Total investments | $ | 1,060,947 | | | $ | 1,070,088 | |
(1)As of December 31, 2021, total cost and fair value of equity and other investments were each less than $1 thousand.
Investment Cost and Fair Value by Industry
| | | | | | | | | | | |
| Cost | | Fair Value |
Software | $ | 401,958 | | | $ | 407,135 | |
Healthcare Services | 137,728 | | | 140,008 | |
Business Services | 132,760 | | | 133,534 | |
Financial Services | 73,145 | | | 73,401 | |
Healthcare Information Technology | 64,061 | | | 64,020 | |
Insurance Services | 50,856 | | | 51,248 | |
Consumer Services | 51,511 | | | 51,152 | |
Information Technology | 45,391 | | | 45,378 | |
Education | 26,318 | | | 26,908 | |
Consumer Products | 21,402 | | | 21,376 | |
Distribution & Logistics | 17,555 | | | 17,588 | |
Specialty Chemicals & Materials | 12,297 | | | 12,322 | |
Packaging | 12,264 | | | 12,211 | |
Industrial Services | 4,634 | | | 4,630 | |
Federal Services | 4,132 | | | 4,129 | |
Information Services | 3,722 | | | 3,717 | |
Business Products | 1,213 | | | 1,331 | |
Total investments | $ | 1,060,947 | | | $ | 1,070,088 | |
As of June 30, 2022, the Company had unfunded commitments on revolving credit facilities of $54,906 and no unfunded commitments on bridge facilities. As of June 30, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $105,823. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of June 30, 2022.
As of December 31, 2021, the Company had unfunded commitments on revolving credit facilities of $50,005 and no unfunded commitments on bridge facilities. As of December 31, 2021, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $136,513. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2021.
Investment Risk Factors—First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as "leveraged loans", "high yield" or "junk" debt investments, and may be considered "high risk" compared to debt investments that are rated investment grade. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of default could reduce the net asset value and income distributions of the Company. In addition, some of the Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.
The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.
The Company’s operating results and portfolio companies may be negatively impacted by the COVID-19 pandemic. At the time of this Quarterly Report on Form 10-Q, public health restrictions have been partially or fully lifted throughout most of the United States and globally. However, new variants of COVID-19, challenges regarding distribution, hesitancy and efficacy of COVID-19 vaccines and treatments, and the reintroduction of related advisories and restrictions may prolong the effects of the COVID-19 pandemic. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments and our financial condition.
While general economic conditions have improved since the beginning of the COVID-19 pandemic, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. The COVID-19 pandemic has and continues to have an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results.
Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience downturns, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
Note 4. Fair Value
Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure ("ASC 820") establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level I | | Level II | | Level III |
First lien | $ | 1,102,680 | | | $ | — | | | $ | 65,391 | | | $ | 1,037,289 | |
Second lien | 60,364 | | | — | | | 16,463 | | | 43,901 | |
| | | | | | | |
Equity and other(1) | — | | | — | | | — | | | — | |
Total investments | $ | 1,163,044 | | | $ | — | | | $ | 81,854 | | | $ | 1,081,190 | |
(1)As of June 30, 2022, fair value of equity and other investments was less than $1 thousand.
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level I | | Level II | | Level III |
First lien | $ | 1,012,256 | | | $ | — | | | $ | 145,154 | | | $ | 867,102 | |
Second lien | 57,832 | | | — | | | 21,023 | | | 36,809 | |
| | | | | | | |
Equity and other(1) | — | | | — | | | — | | | — | |
Total investments | $ | 1,070,088 | | | $ | — | | | $ | 166,177 | | | $ | 903,911 | |
(1)As of December 31, 2021, fair value of equity and other investments was less than $1 thousand
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended June 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | | | Equity and other | |
Fair value, March 31, 2022 | $ | 988,154 | | | $ | 946,965 | | | $ | 41,189 | | | | | $ | — | | (2) |
Total gains or losses included in earnings: | | | | | | | | | | |
Net realized losses on investments | (606) | | | (606) | | | — | | | | | — | | |
Net change in unrealized depreciation | (2,529) | | | (1,790) | | | (739) | | | | | — | | |
Purchases, including capitalized PIK and revolver fundings | 122,330 | | | 122,330 | | | — | | | | | — | | |
Proceeds from sales and paydowns of investments | (61,173) | | | (61,173) | | | — | | | | | — | | |
Transfers into Level III (1) | 49,136 | | | 42,685 | | | 6,451 | | | | | — | | |
Transfers out of Level III (1) | (14,122) | | | (11,122) | | | (3,000) | | | | | — | | |
Fair value, June 30, 2022 | $ | 1,081,190 | | | $ | 1,037,289 | | | $ | 43,901 | | | | | $ | — | | (2) |
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (2,799) | | | $ | (2,060) | | | $ | (739) | | | | | $ | — | | |
(1)As of June 30, 2022, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
(2)As of March 31, 2022 and June 30, 2022, fair value of equity and other investments was less than $1 thousand
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended June 30, 2021, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | | | |
Fair value, March 31, 2021 | $ | 408,794 | | | $ | 384,571 | | | $ | 24,223 | | | | | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized depreciation | (178) | | | (167) | | | (11) | | | | | |
Purchases, including capitalized PIK and revolver fundings | 84,858 | | | 74,672 | | | 10,186 | | | | | |
Proceeds from sales and paydowns of investments | (6,481) | | | (6,481) | | | — | | | | | |
Transfers into Level III (1) | 28,439 | | | 28,439 | | | — | | | | | |
Transfers out of Level III (1) | (43,127) | | | (24,429) | | | (18,698) | | | | | |
Fair value, June 30, 2021 | $ | 472,305 | | | $ | 456,605 | | | $ | 15,700 | | | | | |
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (104) | | | $ | (93) | | | $ | (11) | | | | | |
(1)As of June 30, 2021, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the six months ended June 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | | | Equity and other | |
Fair value, December 31, 2021 | $ | 903,911 | | | $ | 867,102 | | | $ | 36,809 | | | | | $ | — | | (2) |
Total gains or losses included in earnings: | | | | | | | | | | |
Net realized losses on investments | (607) | | | (607) | | | — | | | | | — | | |
Net change in unrealized depreciation | (2,576) | | | (1,827) | | | (749) | | | | | — | | |
Purchases, including capitalized PIK and revolver fundings | 205,823 | | | 201,470 | | | 4,353 | | | | | — | | |
Proceeds from sales and paydowns of investments | (75,393) | | | (75,393) | | | — | | | | | — | | |
Transfers into Level III (1) | 53,032 | | | 46,544 | | | 6,488 | | | | | — | | |
Transfers out of Level III (1) | (3,000) | | | — | | | (3,000) | | | | | — | | |
Fair value, June 30, 2022 | $ | 1,081,190 | | | $ | 1,037,289 | | | $ | 43,901 | | | | | $ | — | | (2) |
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (2,850) | | | $ | (2,101) | | | $ | (749) | | | | | $ | — | | |
(1)As of June 30, 2022, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
(2)As of December 31, 2021 and June 30, 2022, fair value of equity and other investments was less than $1 thousand.
The following table summarizes the changes in fair value of Level III portfolio investments for the six months ended June 30, 2021, as well as the portion of appreciation included in income attributable to unrealized appreciation related to those assets and liabilities still held by the Company at June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | | | |
Fair value, December 31, 2020 | $ | 374,347 | | | $ | 364,877 | | | $ | 9,470 | | | | | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized appreciation | 561 | | | 547 | | | 14 | | | | | |
Purchases, including capitalized PIK and revolver fundings | 153,536 | | | 143,350 | | | 10,186 | | | | | |
Proceeds from sales and paydowns of investments | (13,266) | | | (13,266) | | | — | | | | | |
Transfers into Level III (1) | (113) | | | (113) | | | — | | | | | |
Transfers out of Level III (1) | (42,760) | | | (38,790) | | | (3,970) | | | | | |
Fair value, June 30, 2021 | $ | 472,305 | | | $ | 456,605 | | | $ | 15,700 | | | | | |
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | 668 | | | $ | 654 | | | $ | 14 | | | | | |
(1)As of June 30, 2021, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
Except as noted in the tables above, there were no transfers into or out of Level I, II, or III during the three and six months ended June 30, 2022 and June 30, 2021. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs. Investments will be transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.
The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus the prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company's debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company's debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers
numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of June 30, 2022 and December 31, 2021, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of June 30, 2022 and December 31, 2021, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of June 30, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Range |
Type | | Fair Value as of June 30, 2022 | | Approach | | Unobservable Input | | Low | | High | | Weighted Average |
First lien | | $ | 930,992 | | | Market & income approach | | EBITDA multiple | | 7.0x | | 70.0x | | 18.9x |
| | | | | | Revenue multiple | | 6.0x | | 19.5x | | 9.1x |
| | | | | | Discount rate | | 7.9 | % | | 12.5 | % | | 9.7 | % |
| | 46,892 | | | Market quote | | Broker quote | | N/A | | N/A | | N/A |
| | 59,405 | | | Other | | N/A (1) | | N/A | | N/A | | N/A |
Second lien | | 39,829 | | | Market & income approach | | EBITDA multiple | | 13.0x | | 32.0x | | 17.9x |
| | | | | | Discount rate | | 10.4 | % | | 12.6 | % | | 10.9 | % |
| | 4,072 | | | Market quote | | Broker quote | | N/A | | N/A | | N/A |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Equity and other | | — | | (2) | Market & income approach | | Revenue multiple | | 11.5x | | 14.5x | | 13.0x |
| | | | | | Discount rate | | 12.0 | % | | 14.0 | % | | 13.0 | % |
| | $ | 1,081,190 | | | | | | | | | | | |
(1)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
(2)As of June 30, 2022, fair value of equity and other investments was less than $1 thousand.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Range |
Type | | Fair Value as of December 31, 2021 | | Approach | | Unobservable Input | | Low | | High | | Weighted Average |
First lien | | $ | 667,368 | | | Market & income approach | | EBITDA multiple | | 8.0x | | 70.0x | | 19.2x |
| | | | | | Revenue multiple | | 4.0x | | 19.5x | | 7.9x |
| | | | | | Discount rate | | 5.0 | % | | 9.4 | % | | 6.9 | % |
| | 29,838 | | | Market quote | | Broker quote | | N/A | | N/A | | N/A |
| | 169,896 | | | Other | | N/A (1) | | N/A | | N/A | | N/A |
Second lien | | 15,675 | | | Market & income approach | | EBITDA multiple | | 28.0x | | 32.0x | | 30.0x |
| | | | | | Discount rate | | 7.5 | % | | 9.5 | % | | 8.0 | % |
| | 4,005 | | | Market quote | | Broker quote | | N/A | | N/A | | N/A |
| | 17,129 | | | Other | | N/A (1) | | N/A | | N/A | | N/A |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Equity and other | | — | | (2) | Market & income approach | | Revenue multiple | | 9.8x | | 13.5x | | 11.7x |
| | | | | | Discount rate | | 8.0 | % | | 10.0 | % | | 9.0 | % |
| | $ | 903,911 | | | | | | | | | | | |
(1)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
(2)As of December 31, 2021, fair value of equity and other investments was less than $1 thousand.
The fair value of the Wells Credit Facility (as defined below), which is categorized as Level III within the fair value hierarchy as of June 30, 2022 and December 31, 2021, approximates its carrying value. Additionally, the carrying amounts of the Company's assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities.
Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and public health conditions (including the COVID-19 pandemic), may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.
Note 5. Agreements and Related Parties
The Company entered into an investment advisory and management agreement (the "Investment Management Agreement") with the Investment Adviser. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to the Company. For providing these services, the Investment Adviser receives an annual base management fee from the Company.
Pursuant to the Investment Management Agreement, as amended on December 13, 2020, during the Company's investment period (the "Investment Period"), which commenced on February 18, 2020 (the "Initial Closing Date") and shall initially continue until the 48-month anniversary of the Initial Closing Date, the base management fee is calculated at an annual blended rate with respect to the Company's Assets Invested (defined below) at the end of each quarterly period by reference to (i) 0.70% in the case of Assets Invested equal to or less than $500,000, and (ii) 0.60% in the case of Assets Invested of greater than $500,000, subject, in each case, to the adjustments in the manner set forth in the Investment Management Agreement, as amended. Specifically, the quarterly fee percentage will be subject to reduction throughout the Investment Period with respect to target Assets Invested in the manner set forth in the Investment Management Agreement, as amended. For the avoidance of doubt, the management fee paid at the end of any quarterly period shall be calculated based on the lower of the actual Assets Invested as of the end of any quarter and the target Assets Invested for that quarter. "Assets Invested" shall mean, as of the end
of each quarterly period, the sum of the Company's (i) drawn Capital Commitments, and (ii) outstanding principal on borrowings. The base management fee will be payable quarterly in arrears.
The Company has entered into an administration agreement ("Administration Agreement") with the Administrator under which the Administrator provides administrative services. The Administrator maintains, or oversees the maintenance of, the Company's consolidated financial records, prepares reports filed with the U.S. Securities and Exchange Commission (the "SEC"), generally monitors the payment of the Company's expenses and oversees the performance of administrative and professional services rendered by others. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement (the "Trademark License Agreement"), with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company a non-exclusive, royalty-free license to use the "NMF" name. Under the Trademark License Agreement, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the "NMF" name, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company will have no legal right to the "NMF" name.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the Company's investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order"), which superseded a prior order issued on December 18, 2017, which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Company's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies. As the Company's assets are treated as "plan assets" under ERISA, the Company will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and the Company's respective future investments are at the same level of such issuer's capital structure; provided, that in no event will the Company co-invest with any other fund or entity in contravention of the 1940 Act.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the "Temporary Relief"), the Company was permitted, subject to the satisfaction of certain conditions, to co-invest in the Company's existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC's Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, the Company filed an application to amend its existing Exemptive Order on May 24, 2022, as amended on June 22, 2022, to permit the Company to continue to co-invest in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company, subject to certain conditions. There can be no assurance if and when the Company will receive the exemptive order.
Note 6. Borrowings
Wells Credit Facility—On December 23, 2020, the Company's wholly-owned subsidiary, SLF I SPV, entered into a Loan and Security Agreement (as amended, from time to time, the "Wells Credit Facility") among SLF I SPV as the borrower, the Investment Adviser as collateral manager, the Company as equityholder and seller, Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent and the collateral custodian, and each of the lenders from time to time party thereto, which is structured as a secured revolving credit facility. The Wells Credit Facility will mature on December 23, 2025 and has a maximum facility amount of $450,000. Under the Wells Credit Facility, SLF I SPV is permitted to borrow up to 25.0%, 50.0%, 60.0% or 65.0% of the purchase price of pledged assets, subject to approval by Wells Fargo. The Wells Credit Facility is non-recourse to the Company and is collateralized by all of the investments of SLF I SPV on an investment by investment basis. All
fees associated with the origination, amending or upsizing of the Wells Credit Facility are capitalized on the Company's Consolidated Statements of Assets and Liabilities and charged against income as other financing expenses over the life of the Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of SLF I SPV investments, but rather to the performance of the underlying portfolio companies.
As of the amendment on June 29, 2021, the Wells Credit Facility bears interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 1.60% per annum for Broadly Syndicated Loans (as defined in the First Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. Previously, the Wells Credit Facility bore interest at a rate of LIBOR plus 1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.15% per annum for all other investments. The Wells Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Loan and Security Agreement).
The following table summarizes the interest expense, non-usage fee and amortization of financing costs incurred on the Wells Credit Facility for the three and six months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(in millions) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Interest expense | $ | 2,940 | | | $ | 981 | | | $ | 4,959 | | | $ | 1,517 | |
Non-usage fee | $ | 84 | | | $ | 58 | | | $ | 198 | | | $ | 116 | |
Amortization of financing costs | $ | 221 | | | $ | 135 | | | $ | 440 | | | $ | 268 | |
Weighted average interest rate | 3.0 | % | | 2.1 | % | | 2.7 | % | | 2.1 | % |
Effective interest rate | 3.4 | % | | 2.5 | % | | 3.0 | % | | 2.6 | % |
Average debt outstanding | $ | 382,676 | | | $ | 185,912 | | | $ | 370,213 | | | $ | 144,801 | |
As of June 30, 2022 and December 31, 2021, the outstanding balance on the Wells Credit Facility was $406,500 and $318,000, respectively, and SLF I SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.
Wells Subscription Line—On February 25, 2020, the Company entered into a Revolving Credit Agreement (the "Wells Subscription Line") with Wells Fargo. On December 3, 2021, all outstanding borrowings under the Wells Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments. Prior to termination, the Wells Subscription Line had a maximum facility amount of $50,000 and the Company was permitted to borrow up to the lesser of $50,000 and the Borrowing Base. The "Borrowing Base" was based upon the unfunded Capital Commitments of subscribed investors in the Company that had been approved by Wells Fargo and met certain criteria.
From February 25, 2020 through March 25, 2020, the Wells Subscription Line bore interest at a rate of either LIBOR plus 1.55% per annum or Reference Rate (as defined by the Revolving Credit Agreement) plus 0.55% per annum. After March 25, 2020, the Wells Subscription Line bore interest at a rate of either LIBOR plus 1.50% per annum or Reference Rate plus 0.50% per annum. The Wells Subscription Line also charged a non-usage fee at a rate of (a) 0.20% per annum when the unused facility amount was greater than or equal to 50.0% of the maximum facility amount, or (b) 0.25% per annum when the unused facility amount was less than 50.0% of the maximum facility amount.
For the three months ended June 30, 2021, interest expense, non-usage costs and amortization of financing costs incurred on the Wells Subscription Line were $29, $22 and $52, respectively. The weighted average interest rate and effective interest rate on the Wells Subscription Line for the three months ended June 30, 2021 were 1.6% and 5.8%, respectively. For the six months ended June 30, 2021, interest expense, non-usage costs and amortization of financing costs incurred on the Wells Subscription Line were $61, $43 and $104, respectively. The weighted average interest rate and effective interest rate on the Wells Subscription Line for the six months ended June 30, 2021 were 1.6% and 5.5%, respectively.
Leverage risk factors—The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Company's net assets. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its stockholders. Leverage is generally considered a speculative investment technique. The Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.
Note 7. Regulation
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, and intends to comply with the requirements to continue to qualify and maintain its status as a RIC annually. In order to continue to qualify and be subject to tax treatment as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to make the requisite timely distributions to its stockholders, and as such, the Company will generally be relieved from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).
Additionally, as a BDC, the Company must not acquire any assets other than "qualifying assets" as defined in Section 55(a) of the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). In addition, the Company must offer to make available to all "eligible portfolio companies" (as defined in the 1940 Act) significant managerial assistance.
Note 8. Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of June 30, 2022, the Company had unfunded commitments on revolving credit facilities of $54,906, no outstanding bridge financing commitments and other future funding commitments of $105,823. As of December 31, 2021, the Company had unfunded commitments on revolving credit facilities of $50,005, no outstanding bridge financing commitments and other future funding commitments of $136,513. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of June 30, 2022 and December 31, 2021.
The Company also had revolving borrowings available under the Wells Credit Facility as of June 30, 2022 and December 31, 2021. See Note 6. Borrowings, for details.
The Company may from time to time enter into financing commitment letters. As of June 30, 2022 and December 31, 2021, the Company had commitment letters to purchase investments in the aggregate par amount of $17,178 and $25,400, respectively, which could require funding in the future.
COVID-19 Developments
Our operating results and portfolio companies may be negatively impacted by the ongoing COVID-19 pandemic. We have been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic, including new variants of COVID-19, on all aspects of our business, including how it will impact our portfolio companies, employees, due diligence, and the financial markets. Any effects of the COVID-19 pandemic will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.
The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments and our financial condition.
While general economic conditions have improved since the beginning of the COVID-19 pandemic, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience downturns, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
For additional discussion on our portfolio companies, see “Monitoring of Portfolio Investments”.
Note 9. Net Assets
In connection with its formation, the Company has the authority to issue 500,000,000 shares of common stock at $0.001 per share par value.
There were no shares of common stock issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2022 and June 30, 2021.
The following table reflects the distributions declared on the Company's common stock for the six months ended June 30, 2022.
| | | | | | | | | | | | | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Per Share Amount |
March 29, 2022 | | March 30, 2022 | | July 20, 2022 | | $ | 0.2200 | |
June 27, 2022 | | June 29, 2022 | | July 20, 2022 | | 0.2338 | |
| | | | | | $ | 0.4538 | |
| | | | | | |
| | | | | | |
| | | | | | |
The following table reflects the distributions declared on the Company's common stock for the six months ended June 30, 2021.
| | | | | | | | | | | | | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Per Share Amount |
March 26, 2021 | | March 30, 2021 | | April 13, 2021 | | $ | 0.2557 | |
June 25, 2021 | | June 29, 2021 | | July 13, 2021 | | 0.2945 | |
| | | | | | $ | 0.5502 | |
| | | | | | |
| | | | | | |
| | | | | | |
Note 10. Earnings Per Share
The following information sets forth the computation of basic net increase in the Company's net assets per share resulting from operations for the three and six months ended June 30, 2022 and June 30, 2021: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Earnings per share—basic & diluted | | | | | | | |
Numerator for basic & diluted earnings per share: | $ | 7,596 | | | $ | 7,685 | | | $ | 21,264 | | | $ | 17,079 | |
Denominator for basic & diluted weighted average share: | 70,727,699 | | | 36,377,679 | | | 70,529,585 | | | 36,015,027 | |
Basic & diluted earnings per share: | $ | 0.11 | | | $ | 0.21 | | | $ | 0.30 | | | $ | 0.47 | |
Note 11. Financial Highlights
The following information sets forth the Company's financial highlights for the six months ended June 30, 2022 and June 30, 2021.
| | | | | | | | | | | |
| Six Months Ended |
| June 30, 2022 | | June 30, 2021 |
Per share data: (1) | | | |
Net asset value, December 31, 2021 and December 31, 2020, respectively | $ | 10.63 | | | $ | 10.85 | |
Net investment income | 0.46 | | | 0.54 | |
Net realized and unrealized losses | (0.16) | | | (0.07) | |
Net increase in net assets resulting from operations | 0.30 | | | 0.47 | |
| | | |
Distributions declared to stockholders from net investment income | (0.45) | | | (0.55) | |
| | | |
| | | |
Net asset value, June 30, 2022 and June 30, 2021, respectively | $ | 10.48 | | | $ | 10.77 | |
Total return (2) | 2.88 | % | | 4.42 | % |
Shares outstanding at end of period | 70,727,699 | | | 36,488,464 | |
Average weighted shares outstanding for the period | 70,529,585 | | | 36,015,027 | |
Average net assets for the period | $ | 748,986 | | | $ | 390,763 | |
Ratio to average net assets: | | | |
Net investment income (3) | 8.70 | % | | 10.08 | % |
Total expenses (3) | 2.71 | % | | 2.45 | % |
| | | |
| | | |
Average debt outstanding — Wells Subscription Line | $ | — | | | $ | 7,558 | |
Average debt outstanding — Wells Credit Facility | $ | 370,213 | | | $ | 144,801 | |
Asset coverage ratio | 282.36 | % | | 281.97 | % |
Portfolio turnover | 8.85 | % | | 9.84 | % |
| | | |
| | | |
Capital Commitments | $ | 690,000 | | | $ | 690,000 | |
Funded Capital Commitments | $ | 690,000 | | | $ | 365,700 | |
% of Capital Commitments funded | 100.00 | % | | 53.00 | % |
(1)Per share data is based on weighted average shares outstanding for the respective period (except for distributions declared to stockholders, which are based on actual rate per share).
(2)Total return is calculated assuming a purchase at net asset value per share on the opening of the first day of the year and a sale at net asset value per share on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at net asset value per share on the last day of the respective quarter. Total return calculation is not annualized.
(3)Annualized, except organizational and offering costs.
Note 12. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three and six months ended June 30, 2022 or June 30, 2021.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company is evaluating the impact of adopting Rule 2a-5 on the consolidated financial statements and intends to comply with the new rule’s requirements on or before the compliance date in September 2022.
Note 13. Subsequent Events
On July 20, 2022, the Company issued 3,022,333 shares of common stock through the Company's DRIP.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of NMF SLF I, Inc.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated statement of assets and liabilities of NMF SLF I, Inc. and subsidiary (the "Company"), including the consolidated schedule of investments, as of June 30, 2022, and the related consolidated statements of operations and changes in net assets for the three-month and six-month periods ended June 30, 2022 and 2021, the consolidated statements of cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of December 31, 2021, and the related consolidated statements of operations, changes in net assets and cash flows for the year then ended (not presented herein); and in our report dated March 14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
August 12, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in management's discussion and analysis of financial condition and results of operations relates to NMF SLF I, Inc., including its wholly-owned direct subsidiary (collectively, "we", "us", "our", or the "Company").
Forward-Looking Statements
The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
•statements concerning the impact of a protracted decline in the liquidity of credit markets;
•the general economy, including the impact of interest and inflation rates, and the COVID-19 pandemic on the industries in which we invest;
•the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates, on our business and our portfolio companies;
•our future operating results, our business prospects, the adequacy of our cash resources and working capital, and the impact of the COVID-19 pandemic thereon;
•the ability of our portfolio companies to achieve their objectives and the impact of the COVID-19 pandemic thereon;
•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of those investments;
•the ability of New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") or its affiliates to attract and retain highly talented professionals;
•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor; and
•the risk factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2021 and in this Quarterly Report on Form 10-Q.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2021 and in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We are a Maryland corporation formed on January 23, 2019. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a firm with a track record of investing in the middle market. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to
conduct our day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
We conducted a private offering (the "Private Offering") of our common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of any private offering, each investor in the Private Offering will make a capital commitment (a "Capital Commitment") to purchase common stock pursuant to a subscription agreement entered into with us (a "Subscription Agreement"). We commenced our loan origination and investment activities on the date we issued shares to persons not affiliated with the Investment Adviser (the "Initial Closing Date"), which occurred on February 18, 2020 (the "Initial Closing Date"). We may conduct subsequent closings at times during our investment period (the "Investment Period"), which commenced on the Initial Closing Date and shall initially continue until February 18, 2024, the 48-month anniversary of the Initial Closing Date, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of our outstanding common stock elect to forego any such extension upon not less than ninety days prior written notice. Holders of a majority of our outstanding common stock may also terminate the Investment Period as of any earlier anniversary of the Initial Closing Date upon not less than ninety days written notice. Each investor will be required to make capital contributions to purchase our common stock each time a drawdown notice is issued based on such investor's Capital Commitment. Pursuant to the Subscription Agreement entered into with each investor, we shall commence the wind up of operations two years following the expiration of the Investment Period, subject to additional extensions, each for an additional one year period, upon approval of the holders of a majority of our then outstanding common stock.
On December 9, 2020, we established NMF SLF I SPV, L.L.C. ("SLF I SPV") as a wholly-owned direct subsidiary whose assets are used to secure SLF I SPV's credit facility.
Our investment objective is to generate current income and capital appreciation primarily by investing in or originating debt investments in companies that the Investment Adviser believes are "defensive growth" companies in non-cyclical industry niches where the Investment Adviser has developed strong proprietary research and operational advantages. We make investments through both primary originations and open-market secondary purchases. We predominantly target loans to, and invest in U.S. middle market businesses, a market segment we believe continues to be underserved by other lenders. We define middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10.0 million and $200.0 million. In some cases, our investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance. As of June 30, 2022, our top five industry concentrations were software, business services, healthcare services, consumer services and financial services.
As of June 30, 2022, our net assets were approximately $741.3 million and our portfolio had a fair value of approximately $1,163.0 million in 89 portfolio companies.
Recent Developments
On July 20, 2022, we issued 3,022,333 shares of common stock through the Company's DRIP.
COVID-19 Developments
Our operating results and portfolio companies may be negatively impacted by the ongoing COVID-19 pandemic. We have been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic, including new variants of COVID-19, on all aspects of our business, including how it will impact our portfolio companies, employees, due diligence, and the financial markets. Any effects of the COVID-19 pandemic will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.
The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments and our financial condition.
While general economic conditions have improved since the beginning of the COVID-19 pandemic, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience downturns, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
For additional discussion on our portfolio companies, see “Monitoring of Portfolio Investments”.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting estimates.
Basis of Accounting
We consolidate our wholly-owned direct subsidiary SLF I SPV. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services—Investment Companies, ("ASC 946").
Valuation and Leveling of Portfolio Investments
At all times, consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our net asset value.
We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our Board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Because (i) "benefit plan investors", as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any regulations promulgated thereunder ("Benefit Plan Investors"), hold 25% or more of our outstanding shares, and (ii) our shares are not listed on a national securities exchange, an unaffiliated third-party ("Sub-Administrator") has been engaged to independently value our investments, in consultation with the Investment Adviser. Our quarterly valuation procedures, which are the procedures that will be followed by such Sub-Administrator, are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Sub-Administrator is unable to sufficiently validate the quote(s) internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.For investments other than bonds, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following procedures:
i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If an IHS Markit Ltd. quote differs from the Refinitiv (formerly known as Thomson Reuters) quote by +/- 5% or if the spread between the bid and ask for a quote is greater than 10%, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;
ii.Investments for which one quote is received from a pricing service are validated by the Sub-Administrator, in consultation with the investment professionals at the Investment Adviser. The personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Sub-Administrator will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield
comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Sub-Administrator, in consultation with the investment professionals at the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.Each portfolio company or investment is initially valued by Sub-Administrator, in consultation with the investment professionals of the Investment Adviser responsible for the credit monitoring; and
b.Preliminary valuation conclusions will then be documented and discussed with our senior management.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value our investments may fluctuate from period to period and the fluctuations could be material.
In the event Benefit Plan Investors do not hold 25% or more of our outstanding shares, or our shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Sub-Administrator, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.
GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a
quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
See Item 1.—Financial Statements—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of June 30, 2022.
We generally use the following framework when determining the fair value of investments where there is little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting our revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to our capital structure. We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
Income Based Approach: We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes and average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
See Item 1.—Financial Statements—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of June 30, 2022.
Revenue Recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans in our portfolio that contain a payment-in-kind ("PIK") interest provision. PIK interest is accrued and recorded
as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when redeemed by the issuer. For the three and six months ended June 30, 2022, we recognized PIK interest from investments of approximately $0.9 million and $1.7 million, respectively. For the three and six months ended June 30, 2021, we recognized PIK interest from investments of approximately $0.2 million and $0.3 million, respectively
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. As of June 30, 2022 and December 31, 2021, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Fee income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by us for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.
Monitoring of Portfolio Investments
We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. We have recently consolidated our portfolio monitoring procedures by combining our previously bifurcated system that separately (1) rated investments based on their performance compared to expectations and (2) assigned a risk rating to each investment based on the expected impact from the COVID-19 pandemic. As described more fully below, our new portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score ("Risk Rating") based on two metrics – 1) Operating Performance and 2) Business Characteristics:
•Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "1" to "4", with "1" being the worst and "4" being the best:
◦Tier 1 – Severe business underperformance and/or severe market headwinds
◦Tier 2 – Significant business underperformance and/or significant market headwinds
◦Tier 3 – Moderate business underperformance and/or moderate market headwinds
◦Tier 4 – Business performance is in-line with or above expectations
•Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.
The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:
•Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)
•Orange – 2C and 1B
•Yellow – 3C, 2B, and 1A
•Green – 4C, 3B, 2A, 4B, 3A, and 4A
The following table shows the Risk Ratings of our portfolio companies as of June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | As of June 30, 2022 |
Risk Rating | | Cost | | Percent | | Fair Value | | Percent |
Red | | $ | — | | | — | % | | $ | — | | | — | % |
Orange | | — | | | — | % | | — | | | — | % |
Yellow | | 7.1 | | | 0.6 | % | | 6.6 | | | 0.6 | % |
Green | | 1,159.2 | | | 99.4 | % | | 1,156.4 | | | 99.4 | % |
| | $ | 1,166.3 | | | 100.0 | % | | $ | 1,163.0 | | | 100.0 | % |
As of June 30, 2022, all investments in our portfolio had a Green Risk Rating with the exception of two portfolio companies that had a Yellow Risk Rating.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by the board of directors, was approximately $1,163.0 million in 89 portfolio companies at June 30, 2022 and approximately $1,070.1 million in 87 portfolio companies at December 31, 2021.
The following table shows our portfolio and investment activity for the six months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | | | | | | |
| | Six Months Ended |
(in millions) | | June 30, 2022 | | June 30, 2021 | | |
New investments in 39 and 31 portfolio companies | | $ | 194.9 | | | $ | 188.9 | | | |
Debt repayments in existing portfolio companies | | (48.1) | | | (50.1) | | | |
Sales of securities in 7 and 0 companies | | (48.3) | | | — | | | |
Change in unrealized appreciation on 20 and 20 portfolio companies | | 1.1 | | | 2.3 | | | |
Change in unrealized depreciation on 76 and 47 portfolio companies | | (13.5) | | | (4.7) | | | |
Recent Accounting Standards Updates
See Item 1.—Financial Information—Note 12. Recent Accounting Standards Updates in this Quarterly Report on Form 10-Q for details on recent accounting standards updates.
Results of Operations for the Three Months Ended June 30, 2022 and June 30, 2021
Revenue
| | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | June 30, 2022 | | June 30, 2021 |
Total interest income | | $ | 20,649 | | | $ | 12,885 | |
| | | | |
Fee income | | 1,602 | | | 1,080 | |
Total investment income | | $ | 22,251 | | | $ | 13,965 | |
Our total investment income increased by approximately $8.3 million or 59%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. For the three months ended June 30, 2022, total investment income of approximately $22.3 million consisted of approximately $18.5 million in cash interest from investments, approximately $0.9 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $1.3 million, and approximately $1.6 million in fee income. The increase in total interest income of approximately $7.8 million during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 was primarily attributable to larger invested balances, driven by the proceeds from drawdowns on Capital Commitments and drawn balances on the Wells Credit Facility (as defined below). Fee income during the three months ended June 30, 2022, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront fees received from 13 different portfolio companies.
Operating Expenses
| | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | June 30, 2022 | | June 30, 2021 |
Management fee | | $ | 1,625 | | | $ | 998 | |
| | | | |
| | | | |
Interest and other financing expenses | | 3,255 | | | 1,288 | |
Professional fees | | 274 | | | 150 | |
Administrative expenses | | 249 | | | 143 | |
Other general and administrative expenses | | 79 | | | 64 | |
Organizational expenses | | — | | | 10 | |
| | | | |
| | | | |
Net expenses | | $ | 5,482 | | | $ | 2,653 | |
Our total net operating expenses increased by approximately $2.8 million for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. Our management fee increased by $0.6 million, which was attributable to larger managed and invested capital balances.
Interest and other financing expenses increased by approximately $2.0 million during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, primarily due to higher drawn balances on the Wells Credit Facility (as defined below).
Administrative expenses increased by approximately $0.1 million during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 primarily due to higher fees charged for administrative services performed over our larger managed and invested balances. Professional fees increased by approximately $0.1 million during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 primarily due to increased audit and legal fees. Other general and administrative expenses for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 remained flat.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | June 30, 2022 | | June 30, 2021 |
Net realized losses on investments | | $ | (606) | | | $ | — | |
Net change in unrealized depreciation of investments | | (8,567) | | | (3,627) | |
| | | | |
Net realized and unrealized losses | | $ | (9,173) | | | $ | (3,627) | |
Our net realized losses and unrealized depreciation resulted in a net loss of approximately $9.2 million for the three months ended June 30, 2022 as compared to the net unrealized depreciation resulting in a net loss of approximately $3.6 million for the three months ended June 30, 2021. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the three months ended June 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period. The net loss for the three months ended June 30, 2021 was primarily driven by the early repayment of 7 of our investments during the period.
Results of Operations for the Six Months Ended June 30, 2022 and June 30, 2021
Revenue
| | | | | | | | | | | | | | |
| | Six Months Ended |
(in thousands) | | June 30, 2022 | | June 30, 2021 |
Total interest income | | 39,491 | | | 22,267 | |
| | | | |
Fee income | | 2,880 | | | 1,999 | |
Total investment income | | $ | 42,371 | | | $ | 24,266 | |
Our total investment income increased by approximately $18.1 million, or 75%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. For the six months ended June 30, 2022, total investment income of approximately $42.4 million consisted of approximately $35.6 million in cash interest from investments, approximately $1.7 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $2.2 million, and approximately $2.9 million in fee income. The increase in total interest income of approximately $17.2 million during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 was primarily attributable to larger invested balances, driven by the proceeds from drawdowns on Capital Commitments and drawn balances on the Wells Credit Facility (as defined below). Fee income during the six months ended June 30, 2022, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and amendment fees received from 25 different portfolio companies.
Operating Expenses
| | | | | | | | | | | | | | |
| | Six Months Ended |
(in thousands) | | June 30, 2022 | | June 30, 2021 |
Management fee | | 3,250 | | | 1,886 | |
| | | | |
| | | | |
Interest and other financing expenses | | 5,617 | | | 2,130 | |
Professional fees | | 547 | | | 307 | |
Administrative expenses | | 514 | | | 264 | |
Other general and administrative expenses | | 147 | | | 141 | |
Organizational expenses | | — | | | 18 | |
Net expenses before income taxes | | 10,075 | | | 4,746 | |
Income tax expense | | — | | | 3 | |
Net expenses | | $ | 10,075 | | | $ | 4,749 | |
Our total net operating expenses increased by approximately $5.3 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. Our management fee increased by $1.4 million, which was attributable to larger managed and invested capital balances.
Interest and other financing expenses increased by approximately $3.5 million during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to higher drawn balances on the Wells Credit Facility (as defined below).
Administrative expenses increased by approximately $0.3 million during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 primarily due to higher fees charged for administrative services performed over our larger managed and invested balances. Professional fees increased by approximately $0.2 million during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 primarily due to increased audit and legal fees. Other general and administrative expenses for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 remained flat.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | |
| | Six Months Ended |
(in thousands) | | June 30, 2022 | | June 30, 2021 |
Net realized gains on investments | | $ | 1,398 | | | $ | — | |
Net change in unrealized depreciation of investments | | (12,430) | | | (2,438) | |
| | | | |
Net realized and unrealized losses | | $ | (11,032) | | | $ | (2,438) | |
Our net realized gains and unrealized depreciation resulted in a net loss of approximately $11.0 million for the six months ended June 30, 2022 as compared to the net unrealized depreciation resulting in a net loss of approximately $2.4 million for the six months ended June 30, 2021. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the six months ended June 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period. The net loss for the six months ended June 30, 2021 was primarily driven by the early repayment of 12 of our investments during the period.
Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations
Liquidity and Capital Resources
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
We expect to generate cash flows from investments and operations and borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
The Investment Adviser, as the initial stockholder, authorized us to adopt the application of the modified asset coverage ratio pursuant to the requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction from 200.0% to 150.0% of the minimum asset coverage ratio applicable to us. In connection with their subscriptions of the shares, our stockholders were required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150.0%. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As of June 30, 2022, our asset coverage ratio was 282.36%.
On January 27, 2020, we entered into Subscription Agreements with several investors providing for the private placement of shares of common stock.
On June 30, 2022 and December 31, 2021, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
| | | | | | | | | | | | | | |
(in millions) | | June 30, 2022 | | December 31, 2021 |
Capital Commitments | | $ | 690.0 | | | $ | 690.0 | |
Unfunded Capital Commitments | | — | | | — | |
% of Capital Commitments funded | | 100.0 | % | | 100.0 | % |
At June 30, 2022 and December 31, 2021, we had cash and cash equivalents of approximately $16.9 million and $21.4 million, respectively. Our cash used in operating activities for the six months ended June 30, 2022 and June 30, 2021, were approximately $93.0 million and $140.7 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations.
Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to
varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of June 30, 2022 and December 31, 2021, we had outstanding commitments to third parties to fund investments totaling $160.7 million and $186.5 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of June 30, 2022 and December 31, 2021, we had commitment letters to purchase investments in the aggregate par amount of $17.2 million and $25.4 million, respectively, which could require funding in the future. As of June 30, 2022 and December 31, 2021, we had not entered into any bridge financing commitments which could require funding in the future.
Borrowings
Wells Credit Facility—On December 23, 2020, our wholly-owned subsidiary, SLF I SPV, entered into a Loan and Security Agreement (as amended, from time to time, the "Wells Credit Facility") among SLF I SPV as the borrower, the Investment Adviser as collateral manager, us as equityholder and seller, Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent and the collateral custodian and each of the lenders from time to time party thereto, which is structured as a secured revolving credit facility. The Wells Credit Facility will mature on December 23, 2025 and has a maximum facility amount of $450.0 million. Under the Wells Credit Facility, SLF I SPV is permitted to borrow up to 25.0%, 50.0%, 60.0% or 65.0% of the purchase price of pledged assets, subject to approval by Wells Fargo. The Wells Credit Facility is non-recourse to us and is collateralized by all of the investments of SLF I SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Wells Credit Facility are capitalized on our Consolidated Statements of Assets and Liabilities and charged against income as other financing expenses over the life of the Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of SLF I SPV investments, but rather to the performance of the underlying portfolio companies.
As of the amendment on June 29, 2021, the Wells Credit Facility bears interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 1.60% per annum for Broadly Syndicated Loans (as defined in the First Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. Previously, the Wells Credit Facility bore interest at a rate of LIBOR plus 1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.15% per annum for all other investments. The Wells Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Loan and Security Agreement).
As of June 30, 2022 and December 31, 2021, the outstanding balance on the Wells Credit Facility was $406.5 million and $318.0 million, respectively, and SLF I SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.
See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Wells Credit Facility for the three and six months ended June 30, 2022 and June 30, 2021.
Wells Subscription Line—On February 25, 2020, we entered into a Revolving Credit Agreement (the "Wells Subscription Line") with Wells Fargo. On December 3, 2021, all outstanding borrowings under the Wells Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments. Prior to termination, the Wells Subscription Line had a maximum facility amount of $50.0 million and we were permitted to borrow up to the lesser of $50.0 million and the Borrowing Base. The "Borrowing Base" was based upon the unfunded Capital Commitments of our subscribed investors that had been approved by Wells Fargo and met certain criteria.
From February 25, 2020 through March 25, 2020, the Wells Subscription Line bore interest at a rate of either LIBOR plus 1.55% per annum or Reference Rate (as defined by the Revolving Credit Agreement) plus 0.55% per annum. After March 25, 2020, the Wells Subscription Line bore interest at a rate of either LIBOR plus 1.50% per annum or Reference Rate plus 0.50% per annum. The Wells Subscription Line also charged a non-usage fee at a rate of (a) 0.20% per annum when the unused facility amount was greater than or equal to 50.0% of the maximum facility amount, or (b) 0.25% per annum when the unused facility amount was less than 50.0% of the maximum facility amount.
See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Wells Subscription Line for the three and six months ended June 30, 2021.
Contractual Obligations
A summary of our significant contractual payment obligations as of June 30, 2022 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Contractual Obligations Payments Due by Period |
(in millions) | Total | | Less than 1 Year | | 1 - 3 Years | | 3 - 5 Years | | More than 5 Years |
Wells Credit Facility (1) | $ | 406.5 | | | $ | — | | | $ | — | | | $ | 406.5 | | | $ | — | |
| | | | | | | | | |
(1)Under the terms of the Wells Credit Facility, all outstanding borrowings under that facility ($406.5 million as of June 30, 2022) must be repaid on or before December 23, 2025. As of June 30, 2022, there was approximately $43.5 million of possible capacity remaining under the Wells Credit Facility. See "— Borrowings", for material details on the Wells Credit Facility.
We have entered into the investment management agreement dated December 13, 2020 (the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay a management fee for these services.
We have also entered into an administration agreement (the "Administration Agreement") with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to stockholders and reports filed with the SEC. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.
Distributions and Dividends
Distributions declared for the six months ended June 30, 2022 and June 30, 2021 totaled approximately $32.1 million and $19.9 million, respectively.
Tax characteristics of all distributions paid are reported to unitholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2021 and December 31, 2020, total distributions declared were $51.9 million and $14.5 million, respectively, of which the distributions were comprised of approximately 99.56% and 100.00%, respectively, of ordinary income, 0.44% and 0.00%, respectively, of long-term capital gains and 0.00% and 0.00%, respectively, of a return of capital. Future distributions, if any, will be determined by our board of directors.
We intend to pay semi-annual distributions to our stockholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a semi-annual basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
We maintain an "opt out" dividend reinvestment plan (the "DRIP") on behalf of our common stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of common stock, unless the stockholder elects to receive cash. We will only use newly-issued shares of common stock to implement the DRIP. For the six months ended June 30, 2022 and June 30, 2021, we have issued 2,988,215 and 840,119 shares through the DRIP, respectively. See Item 1— Financial Statements—Note 2. Summary of Significant Accounting Policies for additional details regarding our dividend reinvestment plan.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, as amended, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
•We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement.
•We, the Investment Adviser and the Administrator have entered into a Trademark License Agreement with New Mountain Capital, pursuant to which New Mountain Capital has granted us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "NMF" name.
In addition, we have adopted a formal Code of Ethics that governs the conduct of our officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Maryland General Corporation Law.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order"), which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies. As our assets are treated as "plan assets" under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective future investments are at the same level of such issuer's capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.
We filed an application to amend the Exemptive Order on May 24, 2022, as amended on June 22, 2022. See Item 1.—Financial Statements—Note 5. Agreements and Related Parties in this Quarterly Report on Form 10-Q for more information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain financial market risks, such as interest rate fluctuations. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities that we hold. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks had reduced certain interest rates and LIBOR has decreased. In addition, in a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. However, in March 2022, the Federal Reserve raised interest rates by 0.25%, the first increase since December 2018. Since then, the Federal Reserve has raised rates by an additional 2.00% and indicated that it would consider future rate hikes if inflation does not slow. During the six months ended June 30, 2022, certain of the loans held in our portfolio had floating LIBOR or Secured Overnight Financing Rate ("SOFR") interest rates. As of June 30, 2022, 100.00% of investments at fair value (excluding unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a LIBOR or SOFR floor (includes investments bearing prime interest rate contracts) and none of our investments at fair value represent fixed-rate investments. Additionally, our Wells Credit Facility is also subject to floating interest rates and are currently paid based on floating LIBOR or SOFR rates.
The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on June 30, 2022. Interest expense is calculated based on the terms of our outstanding revolving credit facility. For our floating rate revolving credit facility, we use the outstanding balance as of June 30, 2022. Interest expense on our floating rate revolving credit facility is calculated using the interest rate as of June 30, 2022, adjusted for the hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of June 30, 2022. These hypothetical calculations are based on a model of the investments in our portfolio, held as of June 30, 2022, and are only adjusted for assumed changes in the underlying base interest rates. In addition, in a prolonged low interest rate environment, including a reduction of LIBOR or SOFR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results.
Actual results could differ significantly from those estimated in the table.
| | | | | | | | | |
Change in Interest Rates | | Estimated Percentage Change in Interest Income Net of Interest Expense (unaudited) | |
–25 Basis Points | | (2.29) | % | |
Base Interest Rate | | — | % | |
+100 Basis Points | | 10.29 | % | |
+200 Basis Points | | 20.93 | % | |
+300 Basis Points | | 31.58 | % | |
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
As of June 30, 2022 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b)Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
The terms "we", "us", "our" and the "Company" refers to NMF SLF I, Inc and its consolidated subsidiaries.
Item 1. Legal Proceedings
We, and our consolidated subsidiary, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of June 30, 2022. From time to time, we or our consolidated subsidiary be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, 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 Item 1A.—Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "We may borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us". The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the six months ended June 30, 2022 to the risk factors discussed in Item 1A.—Risk Factors in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None, other than those already disclosed in certain current reports on Form 8-K filed with the SEC.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission:
| | | | | | | | |
Exhibit Number | | Description |
3.1 | | | |
3.2 | | | |
4.1 | | | |
31.1 | | | |
31.2 | | | |
32.1 | | | |
32.2 | | | |
(1)Previously filed in connection with NMF Senior Loan Fund I, Inc.'s (now known as NMF SLF I, Inc.) registration statement on Form 10 (File No. 000-56123) filed on November 22, 2019.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 12, 2022.
| | | | | | | | | | | |
| NMF SLF I, Inc. |
| By: | | /s/ ROBERT A. HAMWEE |
| | | Robert A. Hamwee Chief Executive Officer (Principal Executive Officer) |
| By: | | /s/ SHIRAZ Y. KAJEE |
| | | Shiraz Y. Kajee Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |