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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________
| | | | | |
ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended March 31, 2023
| | | | | |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
_________________________________________________________________________________
| | | | | | | | | | | | | | |
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 | |
_________________________________________________________________________________
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 ý 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 ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ý | Smaller reporting company ☐ | |
| Emerging growth company ☒ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 May 15, 2023 was 77,633,532. As of March 31, 2023, there was no established public market for the registrant's common stock.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023
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)
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
Assets | | | |
Non-controlled/non-affiliated investments at fair value (cost of $1,213,356 and $1,191,246, respectively) | $ | 1,196,808 | | | $ | 1,173,399 | |
Cash and cash equivalents | 17,983 | | | 16,012 | |
Interest receivable | 6,599 | | | 6,833 | |
| | | |
Other assets | 438 | | | 328 | |
Total assets | $ | 1,221,828 | | | $ | 1,196,572 | |
Liabilities | | | |
Borrowings | | | |
Wells Credit Facility | $ | 388,500 | | | $ | 394,500 | |
Deferred financing costs (net of accumulated amortization of $2,194 and $1,975, respectively) | (2,425) | | | (2,644) | |
Net borrowings | 386,075 | | | 391,856 | |
Distribution payable | 24,066 | | | 40,489 | |
Payable for unsettled securities purchased | 5,785 | | | — | |
Interest payable | 2,339 | | | 2,181 | |
Management fee payable | 1,929 | | | 1,878 | |
Payable to affiliates | 197 | | | 160 | |
Accrued organizational and offering expenses | 63 | | | 61 | |
Other liabilities | 739 | | | 872 | |
Total liabilities | 421,193 | | | 437,497 | |
Commitments and contingencies (See Note 8) | | | |
Net Assets | | | |
Common stock, par value 0.001, 500,000,000 shares authorized, 77,633,532 and 73,750,032 shares issued and outstanding, respectively | 78 | | | 74 | |
Paid in capital in excess of par | 811,956 | | | 771,472 | |
Accumulated undistributed earnings | (11,399) | | | (12,471) | |
Total net assets | $ | 800,635 | | | $ | 759,075 | |
Total liabilities and net assets | $ | 1,221,828 | | | $ | 1,196,572 | |
| | | |
Net asset value per share | $ | 10.31 | | | $ | 10.29 | |
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 |
| | | | | March 31, 2023 | | March 31, 2022 |
Investment income | | | | | | | |
Interest income (excluding Payment-in-kind ("PIK") interest income) | | | | | $ | 30,870 | | | $ | 18,036 | |
PIK interest income | | | | | 1,327 | | | 806 | |
| | | | | | | |
Fee income | | | | | 1,005 | | | 1,278 | |
Total investment income | | | | | 33,202 | | | 20,120 | |
Expenses | | | | | | | |
Interest and other financing expenses | | | | | 6,845 | | | 2,362 | |
Management fee | | | | | 1,929 | | | 1,625 | |
Administrative expenses | | | | | 298 | | | 265 | |
Professional fees | | | | | 294 | | | 273 | |
Other general and administrative expenses | | | | | 117 | | | 68 | |
| | | | | | | |
Total expenses | | | | | 9,483 | | | 4,593 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net investment income | | | | | 23,719 | | | 15,527 | |
Net realized and unrealized gains (losses) | | | | | | | |
Net realized gains on investments | | | | | 119 | | | 2,004 | |
Net change in unrealized appreciation (depreciation) of investments | | | | | 1,299 | | | (3,863) | |
| | | | | | | |
Net realized and unrealized gains (losses) | | | | | 1,418 | | | (1,859) | |
Net increase in net assets resulting from operations | | | | | $ | 25,137 | | | $ | 13,668 | |
Earnings per share (basic & diluted) | | | | | $ | 0.33 | | | $ | 0.19 | |
Weighted average shares of common stock outstanding - basic & diluted (See Note 10) | | | | | 76,813,682 | | | 70,329,270 | |
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 |
| | | | | March 31, 2023 | | March 31, 2022 |
Increase (decrease) in net assets resulting from operations: | | | | | | | |
Net investment income | | | | | $ | 23,719 | | | $ | 15,527 | |
Net realized gains on investments | | | | | 119 | | | 2,004 | |
Net change in unrealized appreciation (depreciation) of investments | | | | | 1,299 | | | (3,863) | |
Net increase in net assets resulting from operations | | | | | 25,137 | | | 13,668 | |
Capital transactions | | | | | | | |
| | | | | | | |
| | | | | | | |
Distributions declared to stockholders from net investment income | | | | | (24,066) | | | (15,560) | |
| | | | | | | |
Reinvestment of distributions | | | | | 40,489 | | | 32,021 | |
Total net increase in net assets resulting from capital transactions | | | | | 16,423 | | | 16,461 | |
Net increase in net assets | | | | | 41,560 | | | 30,129 | |
Net assets at the beginning of the period | | | | | 759,075 | | | 720,099 | |
Net assets at the end of the period | | | | | $ | 800,635 | | | $ | 750,228 | |
| | | | | | | |
Capital share activity | | | | | | | |
| | | | | | | |
Shares issued from the reinvestment of distributions | | | | | 3,883,500 | | | 2,988,215 | |
| | | | | | | |
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)
| | | | | | | | | | | |
| Three Months Ended |
| March 31, 2023 | | March 31, 2022 |
Cash flows from operating activities | | | |
Net increase in net assets resulting from operations | $ | 25,137 | | | $ | 13,668 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | |
Net realized gains on investments | (119) | | | (2,004) | |
Net change in unrealized appreciation (depreciation) of investments | (1,299) | | | 3,863 | |
Amortization of purchase discount | (757) | | | (970) | |
Amortization of deferred financing costs | 219 | | | 219 | |
Non-cash investment income | (1,364) | | | (717) | |
(Increase) decrease in operating assets: | | | |
Purchase of investments and delayed draw facilities | (42,069) | | | (77,390) | |
Proceeds from sales and paydowns of investments | 21,795 | | | 40,472 | |
Cash paid for purchase of drawn portion of revolving credit facilities | | | — | |
Cash paid on drawn revolving credit facilities | (8,446) | | | (5,460) | |
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities | 77 | | | 74 | |
Cash repayments on drawn revolvers | 8,773 | | | 5,160 | |
Interest receivable | 234 | | | (848) | |
Receivable from unsettled securities sold | — | | | (15,237) | |
| | | |
Other assets | (110) | | | (84) | |
Increase (decrease) in operating liabilities: | | | |
Payable for unsettled securities purchased | 5,785 | | | (27,781) | |
Interest payable | 158 | | | 178 | |
Management fee payable | 51 | | | 165 | |
Accrued organizational and offering expenses | 2 | | | — | |
| | | |
Payable to affiliates | 37 | | | (34) | |
Other liabilities | (133) | | | 169 | |
Net cash flows provided by (used in) operating activities | 7,971 | | | (66,557) | |
Cash flows from financing activities | | | |
| | | |
| | | |
| | | |
| | | |
Proceeds from Wells Credit Facility | 18,500 | | | 75,000 | |
Repayment of Wells Credit Facility | (24,500) | | | (18,000) | |
| | | |
Deferred financing costs paid | — | | | (6) | |
Net cash flows provided by (used in) financing activities | (6,000) | | | 56,994 | |
Net increase (decrease) in cash and cash equivalents | 1,971 | | | (9,563) | |
Cash and cash equivalents at the beginning of the period | 16,012 | | | 21,426 | |
Cash and cash equivalents at the end of the period | $ | 17,983 | | | $ | 11,863 | |
| | | |
Supplemental disclosure of cash flow information | | | |
Cash interest paid | $ | 6,390 | | | $ | 1,845 | |
| | | |
| | | |
| | | |
Non-cash financing activities: | | | |
Distribution declared and payable | 24,066 | | | 15,560 | |
Value of shares issued in connection with reinvestment of distributions | 40,489 | | | 32,021 | |
| | | |
| | | |
The accompanying notes are an integral part of these consolidated financial statements.
6
NMF SLF I, Inc.
Consolidated Schedule of Investments
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 | | | | | | | | | | | | | | | | | | | | |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC) | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3) | | SOFR(Q) | + | 6.25% | | 11.26% | | 12/2020 | | 10/2027 | | $ | 18,444 | | | $ | 18,347 | | | $ | 18,444 | | | |
| | First lien (3) | | SOFR(S) | + | 6.25% | | 11.12% | | 08/2021 | | 10/2027 | | 5,879 | | | 5,868 | | | 5,879 | | | |
| | First lien (3) | | SOFR(S) | + | 6.25% | | 11.06% | | 06/2021 | | 10/2027 | | 4,948 | | | 4,929 | | | 4,948 | | | |
| | First lien (3)(4) - Drawn | | SOFR(S) | + | 6.25% | | 10.88% | | 05/2022 | | 10/2027 | | 1,652 | | | 1,648 | | | 1,652 | | | |
| | | | | | | | | | | | | | 30,923 | | | 30,792 | | | 30,923 | | | 3.86 | % |
Higginbotham Insurance Agency, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 5.25% | | 10.09% | | 11/2020 | | 11/2026 | | 23,608 | | | 23,491 | | | 23,468 | | | |
| | First lien (3) | | L(M) | + | 5.25% | | 10.09% | | 11/2020 | | 11/2026 | | 6,665 | | | 6,628 | | | 6,626 | | | |
| | | | | | | | | | | | | | 30,273 | | | 30,119 | | | 30,094 | | | 3.76 | % |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(Q) | + | 5.75% | | 10.80% | | 02/2020 | | 05/2026 | | 24,291 | | | 24,208 | | | 24,075 | | | |
| | First lien (3) | | SOFR(Q) | + | 5.75% | | 10.80% | | 02/2020 | | 05/2026 | | 5,747 | | | 5,724 | | | 5,696 | | | |
| | | | | | | | | | | | | | 30,038 | | | 29,932 | | | 29,771 | | | 3.72 | % |
Zone Climate Services, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q) | + | 4.75% | | 9.54% | | 03/2022 | | 03/2028 | | 27,822 | | | 27,578 | | | 27,822 | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 4.75% | | 9.59% | | 03/2022 | | 03/2028 | | 1,466 | | | 1,460 | | | 1,466 | | | |
| | | | | | | | | | | | | | 29,288 | | | 29,038 | | | 29,288 | | | 3.66 | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | SOFR(Q) | + | 5.50% | | 10.55% | | 10/2020 | | 11/2027 | | 19,584 | | | 19,375 | | | 19,112 | | | |
| | First lien (3) | | SOFR(Q) | + | 5.50% | | 10.55% | | 11/2021 | | 11/2027 | | 10,424 | | | 10,334 | | | 10,173 | | | |
| | | | | | | | | | | | | | 30,008 | | | 29,709 | | | 29,285 | | | 3.66 | % |
Associations, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q)* | + | 4.00% +2.50%/PIK | | 11.36% | | 07/2021 | | 07/2027 | | 15,016 | | | 14,966 | | | 15,016 | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00%+2.50%/PIK | | 11.47% | | 07/2021 | | 07/2027 | | 3,694 | | | 3,680 | | | 3,694 | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% +2.50%/PIK | | 11.55% | | 07/2021 | | 07/2027 | | 3,694 | | | 3,680 | | | 3,694 | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% +2.50%/PIK | | 11.48% | | 07/2021 | | 07/2027 | | 2,231 | | | 2,223 | | | 2,231 | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% +2.50%/PIK | | 11.38% | | 07/2021 | | 07/2027 | | 1,775 | | | 1,769 | | | 1,775 | | | |
| | | | | | | | | | | | | | 26,410 | | | 26,318 | | | 26,410 | | | 3.30 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
7
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
Diligent Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 6.25% | | 11.09% | | 08/2020 | | 08/2025 | | $ | 14,710 | | | $ | 14,615 | | | $ | 14,300 | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.59% | | 03/2021 | | 08/2025 | | 5,568 | | | 5,552 | | | 5,383 | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.59% | | 03/2021 | | 08/2025 | | 3,105 | | | 3,096 | | | 3,002 | | | |
| | First lien (3) | | L(M) | + | 6.25% | | 11.09% | | 08/2020 | | 08/2025 | | 1,231 | | | 1,223 | | | 1,190 | | | |
| | First lien (3) | | L(M) | + | 6.25% | | 11.09% | | 08/2020 | | 08/2025 | | 776 | | | 771 | | | 754 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 6.25% | | 11.08% | | 08/2020 | | 08/2025 | | 711 | | | 721 | | | 691 | | | |
| | | | | | | | | | | | | | 26,101 | | | 25,978 | | | 25,320 | | | 3.16 | % |
Apptio, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(Q) | + | 5.00% | | 9.81% | | 04/2020 | | 01/2025 | | 25,000 | | | 24,411 | | | 25,000 | | | 3.12 | % |
OA Buyer, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.56% | | 12/2021 | | 12/2028 | | 23,579 | | | 23,378 | | | 23,428 | | | |
| | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.56% | | 05/2022 | | 12/2028 | | 1,492 | | | 1,479 | | | 1,483 | | | |
| | | | | | | | | | | | | | 25,071 | | | 24,857 | | | 24,911 | | | 3.11 | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(Q)* | + | 3.38% +3.88%/PIK | | 12.05% | | 08/2022 | | 08/2028 | | 19,839 | | | 19,681 | | | 19,732 | | | |
| | First lien (3) | | SOFR(Q) | + | 7.25% | | 12.05% | | 10/2022 | | 08/2028 | | 5,126 | | | 5,083 | | | 5,125 | | | |
| | | | | | | | | | | | | | 24,965 | | | 24,764 | | | 24,857 | | | 3.11 | % |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 5.50% | | 10.34% | | 09/2021 | | 09/2028 | | 25,012 | | | 24,807 | | | 24,351 | | | 3.04 | % |
Allworth Financial Group, L.P. | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | SOFR(M) | + | 4.75% | | 9.66% | | 12/2020 | | 12/2026 | | 17,703 | | | 17,581 | | | 17,062 | | | |
| | First lien (3) | | SOFR(M) | + | 4.75% | | 9.66% | | 12/2020 | | 12/2026 | | 5,358 | | | 5,320 | | | 5,164 | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 4.75% | | 9.61% | | 01/2022 | | 12/2026 | | 1,182 | | | 1,173 | | | 1,139 | | | |
| | | | | | | | | | | | | | 24,243 | | | 24,074 | | | 23,365 | | | 2.92 | % |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(Q) | + | 6.00% | | 10.86% | | 09/2021 | | 09/2028 | | 23,083 | | | 22,892 | | | 22,850 | | | 2.85 | % |
Anaplan, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 6.50% | | 11.31% | | 06/2022 | | 06/2029 | | 22,941 | | | 22,731 | | | 22,712 | | | 2.84 | % |
Syndigo LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 4.50% | | 9.28% | | 12/2020 | | 12/2027 | | 19,600 | | | 19,494 | | | 18,536 | | | |
| | Second Lien (3) | | L(S) | + | 8.00% | | 13.21% | | 12/2020 | | 12/2028 | | 4,000 | | | 3,976 | | | 3,748 | | | |
| | | | | | | | | | | | | | 23,600 | | | 23,470 | | | 22,284 | | | 2.78 | % |
Notorious Topco, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (2)(3) | | SOFR(Q) | + | 6.75% | | 11.58% | | 11/2021 | | 11/2027 | | 21,000 | | | 20,871 | | | 20,056 | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 6.75% | | 11.58% | | 11/2021 | | 11/2027 | | 1,830 | | | 1,812 | | | 1,748 | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 6.75% | | 11.58% | | 11/2021 | | 05/2027 | | 369 | | | 369 | | | 352 | | | |
| | | | | | | | | | | | | | 23,199 | | | 23,052 | | | 22,156 | | | 2.77 | % |
PDQ.com Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 4.75% | | 9.75% | | 09/2021 | | 08/2027 | | 13,326 | | | 13,275 | | | 13,037 | | | |
| | First lien (3) | | SOFR(Q) | + | 4.75% | | 9.75% | | 09/2021 | | 08/2027 | | 9,129 | | | 9,094 | | | 8,931 | | | |
| | | | | | | | | | | | | | 22,455 | | | 22,369 | | | 21,968 | | | 2.74 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
8
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 5.25% | | 10.09% | | 12/2021 | | 12/2028 | | $ | 20,609 | | | $ | 20,477 | | | $ | 20,520 | | | |
| | First lien (3)(4) - Drawn | | P(Q) | + | 4.25% | | 12.25% | | 12/2021 | | 12/2027 | | 1,305 | | | 1,300 | | | 1,299 | | | |
| | | | | | | | | | | | | | 21,914 | | | 21,777 | | | 21,819 | | | 2.73 | % |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q)* | + | 3.50% +2.75%/PIK | | 11.41% | | 12/2021 | | 12/2028 | | 21,074 | | | 20,901 | | | 20,454 | | | |
| | First lien (3)(4) - Drawn | | L(Q)* | + | 3.50% +2.75%/PIK | | 11.41% | | 12/2021 | | 12/2028 | | 1,095 | | | 1,086 | | | 1,063 | | | |
| | | | | | | | | | | | | | 22,169 | | | 21,987 | | | 21,517 | | | 2.69 | % |
Eisner Advisory Group LLC | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2) | | SOFR(M) | + | 5.25% | | 10.17% | | 08/2021 | | 07/2028 | | 19,604 | | | 19,496 | | | 19,629 | | | |
| | First lien | | SOFR(M) | + | 5.25% | | 10.17% | | 08/2021 | | 07/2028 | | 1,658 | | | 1,651 | | | 1,660 | | | |
| | | | | | | | | | | | | | 21,262 | | | 21,147 | | | 21,289 | | | 2.66 | % |
AAH Topco, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | L(M) | + | 5.50% | | 10.34% | | 12/2021 | | 12/2027 | | 11,725 | | | 11,628 | | | 11,684 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 10.25% | | 12/2021 | | 12/2027 | | 8,737 | | | 8,667 | | | 8,706 | | | |
| | | | | | | | | | | | | | 20,462 | | | 20,295 | | | 20,390 | | | 2.55 | % |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 7.25% | | 12.15% | | 10/2022 | | 10/2028 | | 20,012 | | | 19,775 | | | 19,988 | | | 2.50 | % |
Recorded Future, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.25% | | 10.41% | | 12/2021 | | 07/2025 | | 7,406 | | | 7,381 | | | 7,369 | | | |
| | First lien (2)(3) | | L(Q) | + | 5.25% | | 10.40% | | 08/2020 | | 07/2025 | | 5,744 | | | 5,715 | | | 5,715 | | | |
| | First lien (3) | | L(Q) | + | 5.25% | | 10.40% | | 08/2020 | | 07/2025 | | 4,094 | | | 4,057 | | | 4,073 | | | |
| | First lien (2)(3) | | L(Q) | + | 5.25% | | 10.41% | | 01/2022 | | 07/2025 | | 2,485 | | | 2,473 | | | 2,473 | | | |
| | | | | | | | | | | | | | 19,729 | | | 19,626 | | | 19,630 | | | 2.45 | % |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | L(Q) | + | 4.50% | | 9.45% | | 08/2021 | | 08/2028 | | 18,808 | | | 18,770 | | | 18,056 | | | |
| | First lien | | L(Q) | + | 4.50% | | 9.45% | | 08/2021 | | 08/2028 | | 1,294 | | | 1,290 | | | 1,242 | | | |
| | | | | | | | | | | | | | 20,102 | | | 20,060 | | | 19,298 | | | 2.41 | % |
Auctane Inc. (fka Stamps.com Inc.) | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 5.75% | | 10.59% | | 10/2021 | | 10/2028 | | 11,604 | | | 11,508 | | | 11,539 | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.59% | | 12/2021 | | 10/2028 | | 7,293 | | | 7,231 | | | 7,252 | | | |
| | | | | | | | | | | | | | 18,897 | | | 18,739 | | | 18,791 | | | 2.35 | % |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 5.75% | | 10.91% | | 08/2021 | | 08/2028 | | 16,820 | | | 16,683 | | | 15,906 | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.91% | | 08/2021 | | 08/2028 | | 1,770 | | | 1,756 | | | 1,674 | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.91% | | 08/2021 | | 08/2027 | | 1,258 | | | 1,249 | | | 1,190 | | | |
| | | | | | | | | | | | | | 19,848 | | | 19,688 | | | 18,770 | | | 2.35 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
9
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 (2)(3) | | L(M) | + | 5.50% | | 10.34% | | 10/2021 | | 10/2028 | | $ | 12,247 | | | $ | 12,145 | | | $ | 11,976 | | | |
| | First lien (3) | | L(M) | + | 5.50% | | 10.34% | | 10/2021 | | 10/2028 | | 4,930 | | | 4,895 | | | 4,822 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 10.34% | | 10/2021 | | 10/2027 | | 230 | | | 231 | | | 225 | | | |
| | First lien (3) | | L(M) | + | 5.50% | | 10.34% | | 10/2021 | | 10/2028 | | 49 | | | 44 | | | 48 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 10.34% | | 06/2022 | | 10/2028 | | 18 | | | 18 | | | 17 | | | |
| | | | | | | | | | | | | | 17,474 | | | 17,333 | | | 17,088 | | | 2.13 | % |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(S) | + | 5.50% | | 10.71% | | 12/2021 | | 04/2027 | | 9,174 | | | 9,138 | | | 8,913 | | | |
| | First lien (2)(3) | | L(S) | + | 5.50% | | 10.43% | | 04/2021 | | 04/2027 | | 6,878 | | | 6,853 | | | 6,681 | | | |
| | First lien (2)(3) | | L(S) | + | 5.50% | | 10.71% | | 10/2021 | | 04/2027 | | 1,057 | | | 1,053 | | | 1,027 | | | |
| | | | | | | | | | | | | | 17,109 | | | 17,044 | | | 16,621 | | | 2.08 | % |
Granicus, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M)* | + | 5.50% +1.50%/PIK | | 11.84% | | 01/2021 | | 01/2027 | | 10,640 | | | 10,585 | | | 10,640 | | | |
| | First lien (3) | | L(M)* | + | 5.50% +1.50%/PIK | | 11.84% | | 01/2021 | | 01/2027 | | 2,979 | | | 2,964 | | | 2,979 | | | |
| | First lien (3) | | L(M) | + | 6.00% | | 10.84% | | 04/2021 | | 01/2027 | | 2,283 | | | 2,266 | | | 2,283 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 6.50% | | 11.18% | | 01/2021 | | 01/2027 | | 634 | | | 633 | | | 634 | | | |
| | | | | | | | | | | | | | 16,536 | | | 16,448 | | | 16,536 | | | 2.07 | % |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.75% | | 10.56% | | 04/2021 | | 04/2028 | | 17,165 | | | 17,049 | | | 16,343 | | | 2.04 | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | SOFR(Q) | + | 5.75% | | 10.80% | | 12/2021 | | 12/2027 | | 9,008 | | | 8,933 | | | 8,800 | | | |
| | First lien (3) | | SOFR(Q) | + | 5.75% | | 10.73% | | 12/2021 | | 12/2027 | | 3,023 | | | 2,998 | | | 2,953 | | | |
| | First lien (3) | | SOFR(Q) | + | 5.75% | | 10.80% | | 12/2021 | | 12/2027 | | 3,004 | | | 2,980 | | | 2,935 | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 5.75% | | 10.72% | | 12/2021 | | 12/2027 | | 821 | | | 815 | | | 802 | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 6.00% | | 10.82% | | 07/2022 | | 12/2027 | | 531 | | | 527 | | | 526 | | | |
| | | | | | | | | | | | | | 16,387 | | | 16,253 | | | 16,016 | | | 2.00 | % |
MRI Software LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.66% | | 01/2020 | | 02/2026 | | 10,889 | | | 10,860 | | | 10,614 | | | |
| | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.66% | | 03/2021 | | 02/2026 | | 3,088 | | | 3,083 | | | 3,010 | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.66% | | 03/2021 | | 02/2026 | | 1,952 | | | 1,949 | | | 1,903 | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.66% | | 01/2020 | | 02/2026 | | 315 | | | 314 | | | 307 | | | |
| | | | | | | | | | | | | | 16,244 | | | 16,206 | | | 15,834 | | | 1.98 | % |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q) | + | 5.50% | | 10.54% | | 05/2022 | | 09/2027 | | 14,865 | | | 14,736 | | | 14,716 | | | |
| | First lien (3) | | SOFR(Q) | + | 5.50% | | 10.54% | | 05/2022 | | 09/2027 | | 1,028 | | | 1,019 | | | 1,018 | | | |
| | | | | | | | | | | | | | 15,893 | | | 15,755 | | | 15,734 | | | 1.97 | % |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q)* | + | 3.50% +2.75%/PIK | | 11.21% | | 12/2021 | | 11/2028 | | 15,743 | | | 15,580 | | | 15,625 | | | 1.95 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
10
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
Foundational Education Group, Inc. | | | | | | | | | | | | | | | | | | | | |
Education | | First lien (2)(3) | | SOFR(Q) | + | 3.75% | | 8.91% | | 08/2021 | | 08/2028 | | $ | 9,356 | | | $ | 9,319 | | | $ | 8,833 | | | |
| | Second Lien (2)(3) | | SOFR(Q) | + | 6.50% | | 11.66% | | 08/2021 | | 08/2029 | | 6,488 | | | 6,460 | | | 6,092 | | | |
| | | | | | | | | | | | | | 15,844 | | | 15,779 | | | 14,925 | | | 1.86 | % |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(Q) | + | 5.75% | | 10.65% | | 06/2022 | | 06/2029 | | 14,662 | | | 14,561 | | | 14,552 | | | 1.82 | % |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q)* | + | 7.00%/PIK | | 12.16% | | 11/2021 | | 11/2028 | | 12,826 | | | 12,732 | | | 12,747 | | | |
| | First lien (3) | | SOFR(Q)* | + | 7.00%/PIK | | 12.16% | | 03/2022 | | 11/2028 | | 1,758 | | | 1,744 | | | 1,747 | | | |
| | | | | | | | | | | | | | 14,584 | | | 14,476 | | | 14,494 | | | 1.81 | % |
Oranje Holdco, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 7.75% | | 12.43% | | 01/2023 | | 02/2029 | | 14,453 | | | 14,276 | | | 14,384 | | | 1.80 | % |
Coupa Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 7.50% | | 12.29% | | 02/2023 | | 02/2030 | | 13,366 | | | 13,201 | | | 13,249 | | | 1.65 | % |
RealPage, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien | | L(M) | + | 6.50% | | 11.34% | | 02/2021 | | 04/2029 | | 13,612 | | | 13,529 | | | 12,889 | | | 1.61 | % |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.66% | | 12/2021 | | 12/2027 | | 12,423 | | | 12,372 | | | 12,261 | | | |
| | First lien (3)(4) - Drawn | | L(S) | + | 5.50% | | 9.88% | | 12/2021 | | 12/2027 | | 288 | | | 287 | | | 284 | | | |
| | | | | | | | | | | | | | 12,711 | | | 12,659 | | | 12,545 | | | 1.57 | % |
Relativity ODA LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(M)* | + | 7.50%/PIK | | 12.35% | | 05/2021 | | 05/2027 | | 12,273 | | | 12,176 | | | 12,132 | | | 1.52 | % |
CentralSquare Technologies, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | L(Q) | + | 3.75% | | 8.91% | | 04/2020 | | 08/2025 | | 13,338 | | | 12,165 | | | 11,764 | | | 1.47 | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(S) | + | 5.75% | | 10.54% | | 06/2022 | | 06/2028 | | 11,506 | | | 11,506 | | | 11,405 | | | 1.42 | % |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q) | + | 5.50% | | 10.55% | | 09/2021 | | 09/2027 | | 11,306 | | | 11,217 | | | 10,843 | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 5.50% | | 10.53% | | 09/2021 | | 09/2027 | | 574 | | | 572 | | | 550 | | | |
| | | | | | | | | | | | | | 11,880 | | | 11,789 | | | 11,393 | | | 1.42 | % |
CFS Management, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q)* | + | 6.25% +0.75%/PIK | | 12.16% | | 09/2021 | | 07/2024 | | 8,656 | | | 8,630 | | | 8,199 | | | |
| | First lien (3) | | SOFR(Q)* | + | 6.25% +0.75%/PIK | | 12.16% | | 09/2021 | | 07/2024 | | 3,299 | | | 3,289 | | | 3,124 | | | |
| | | | | | | | | | | | | | 11,955 | | | 11,919 | | | 11,323 | | | 1.41 | % |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 5.50% | | 10.34% | | 10/2021 | | 10/2028 | | 10,414 | | | 10,327 | | | 10,159 | | | |
| | First lien (3) | | L(M) | + | 5.50% | | 10.34% | | 10/2021 | | 10/2028 | | 877 | | | 872 | | | 856 | | | |
| | First lien (3)(4) - Drawn | | P(Q) | + | 4.50% | | 12.50% | | 10/2021 | | 10/2027 | | 78 | | | 79 | | | 76 | | | |
| | | | | | | | | | | | | | 11,369 | | | 11,278 | | | 11,091 | | | 1.39 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
11
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 (2)(3) | | L(Q) | + | 5.75% | | 10.91% | | 09/2020 | | 09/2026 | | $ | 9,629 | | | $ | 9,584 | | | $ | 9,629 | | | |
| | First lien (3) | | L(Q) | + | 5.75% | | 10.91% | | 09/2020 | | 09/2026 | | 1,228 | | | 1,226 | | | 1,228 | | | |
| | | | | | | | | | | | | | 10,857 | | | 10,810 | | | 10,857 | | | 1.36 | % |
Snap One Holdings Corp.** | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2) | | L(Q) | + | 4.50% | | 9.66% | | 11/2021 | | 12/2028 | | 11,066 | | | 11,019 | | | 10,181 | | | 1.27 | % |
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.) | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 5.50% | | 10.26% | | 05/2022 | | 05/2029 | | 10,076 | | | 9,985 | | | 9,976 | | | 1.25 | % |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | L(M) | + | 5.50% | | 10.34% | | 08/2021 | | 08/2026 | | 7,176 | | | 7,125 | | | 7,176 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 10.34% | | 04/2022 | | 08/2026 | | 2,507 | | | 2,487 | | | 2,507 | | | |
| | | | | | | | | | | | | | 9,683 | | | 9,612 | | | 9,683 | | | 1.21 | % |
Infogain Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.66% | | 07/2021 | | 07/2028 | | 6,086 | | | 6,049 | | | 6,039 | | | |
| | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.59% | | 07/2022 | | 07/2028 | | 3,576 | | | 3,543 | | | 3,548 | | | |
| | Subordinated (3) | | SOFR(Q) | + | 8.25% | | 13.25% | | 07/2022 | | 07/2029 | | 1 | | | 1 | | | 1 | | | |
| | | | | | | | | | | | | | 9,663 | | | 9,593 | | | 9,588 | | | 1.20 | % |
Xactly Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 7.25% | | 11.93% | | 06/2020 | | 07/2025 | | 9,449 | | | 9,392 | | | 9,450 | | | 1.18 | % |
TRC Companies L.L.C. (fka Energize Holdco LLC) | | | | | | | | | | | | | | | | | | | | |
Business Services | | Second Lien (2)(3) | | L(M) | + | 6.75% | | 11.59% | | 11/2021 | | 12/2029 | | 10,000 | | | 9,956 | | | 9,398 | | | 1.17 | % |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | SOFR(M) | + | 6.75% | | 11.56% | | 09/2022 | | 10/2029 | | 9,174 | | | 9,043 | | | 9,036 | | | 1.13 | % |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(M)* | + | 4.50% +1.25%/PIK | | 10.59% | | 08/2021 | | 08/2028 | | 7,391 | | | 7,332 | | | 7,107 | | | |
| | First lien (3)(4) - Drawn | | L(M)* | + | 4.50% +1.25%/PIK | | 10.59% | | 08/2021 | | 08/2028 | | 1,124 | | | 1,116 | | | 1,081 | | | |
| | | | | | | | | | | | | | 8,515 | | | 8,448 | | | 8,188 | | | 1.02 | % |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q) | + | 6.41% | | 11.30% | | 03/2021 | | 04/2028 | | 6,329 | | | 6,293 | | | 6,211 | | | |
| | First lien (3) | | SOFR(Q) | + | 6.41% | | 11.30% | | 03/2021 | | 04/2028 | | 1,054 | | | 1,050 | | | 1,034 | | | |
| | First lien (3) | | SOFR(Q) | + | 6.41% | | 11.21% | | 03/2021 | | 04/2028 | | 524 | | | 520 | | | 514 | | | |
| | First lien (3)(4) - Drawn | | SOFR(S) | + | 6.50% | | 11.32% | | 12/2022 | | 04/2028 | | 247 | | | 244 | | | 245 | | | |
| | | | | | | | | | | | | | 8,154 | | | 8,107 | | | 8,004 | | | 1.00 | % |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 6.00% | | 10.75% | | 03/2021 | | 03/2028 | | 7,401 | | | 7,317 | | | 7,401 | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 6.00% | | 10.95% | | 03/2021 | | 03/2028 | | 501 | | | 495 | | | 501 | | | |
| | | | | | | | | | | | | | 7,902 | | | 7,812 | | | 7,902 | | | 0.99 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
12
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
OEConnection LLC | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | SOFR(M) | + | 7.00% | | 11.91% | | 12/2021 | | 09/2027 | | $ | 7,360 | | | $ | 7,300 | | | $ | 7,211 | | | 0.90 | % |
Beacon Pointe Harmony, LLC | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | SOFR(M) | + | 5.25% | | 9.91% | | 12/2021 | | 12/2028 | | 5,160 | | | 5,116 | | | 5,040 | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 5.25% | | 9.95% | | 12/2021 | | 12/2028 | | 1,594 | | | 1,581 | | | 1,557 | | | |
| | | | | | | | | | | | | | 6,754 | | | 6,697 | | | 6,597 | | | 0.82 | % |
Maverick Bidco Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (3) | | L(Q) | + | 6.75% | | 11.58% | | 04/2021 | | 05/2029 | | 6,800 | | | 6,784 | | | 6,535 | | | 0.82 | % |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | L(S) | + | 6.00% | | 11.10% | | 03/2020 | | 02/2026 | | 5,360 | | | 5,346 | | | 5,360 | | | |
| | First lien (2)(3) | | L(M) | + | 8.00% | | 12.84% | | 10/2020 | | 08/2026 | | 965 | | | 958 | | | 965 | | | |
| | | | | | | | | | | | | | 6,325 | | | 6,304 | | | 6,325 | | | 0.79 | % |
RXB Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | SOFR(M) | + | 4.50% | | 9.35% | | 07/2021 | | 12/2027 | | 6,334 | | | 6,321 | | | 6,176 | | | 0.77 | % |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2)(3) | | L(M) | + | 5.25% | | 9.95% | | 02/2020 | | 02/2026 | | 6,134 | | | 6,118 | | | 6,134 | | | 0.77 | % |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(S) | + | 5.25% | | 10.18% | | 06/2021 | | 06/2027 | | 4,966 | | | 4,928 | | | 4,926 | | | |
| | First lien (3)(4) - Drawn | | L(S) | + | 5.25% | | 10.34% | | 06/2021 | | 06/2027 | | 933 | | | 925 | | | 925 | | | |
| | | | | | | | | | | | | | 5,899 | | | 5,853 | | | 5,851 | | | 0.73 | % |
Therapy Brands Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | L(M) | + | 6.75% | | 11.53% | | 05/2021 | | 05/2029 | | 6,000 | | | 5,968 | | | 5,753 | | | 0.72 | % |
Nielsen Consumer, Inc.** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | SOFR(M) | + | 6.25% | | 11.06% | | 02/2023 | | 03/2028 | | 4,378 | | | 3,896 | | | 3,864 | | | |
| | First lien (2) | | SOFR(M) | + | 6.25% | | 11.06% | | 02/2023 | | 03/2028 | | 2,122 | | | 1,889 | | | 1,873 | | | |
| | | | | | | | | | | | | | 6,500 | | | 5,785 | | | 5,737 | | | 0.72 | % |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | SOFR(Q)* | + | 6.75% +2.00%/PIK | | 13.65% | | 07/2021 | | 07/2027 | | 5,420 | | | 5,375 | | | 4,797 | | | |
| | First lien (3)(4) - Drawn | | SOFR(M)* | + | 6.75% +2.00%/PIK | | 13.56% | | 07/2021 | | 07/2026 | | 599 | | | 595 | | | 530 | | | |
| | | | | | | | | | | | | | 6,019 | | | 5,970 | | | 5,327 | | | 0.67 | % |
DS Admiral Bidco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 7.00% | | 11.90% | | 12/2022 | | 03/2028 | | 4,893 | | | 4,822 | | | 4,820 | | | 0.60 | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(M) | + | 5.50% | | 10.41% | | 10/2021 | | 10/2028 | | 4,371 | | | 4,335 | | | 4,169 | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.41% | | 10/2021 | | 10/2028 | | 503 | | | 499 | | | 480 | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 5.50% | | 10.45% | | 06/2022 | | 10/2028 | | 177 | | | 175 | | | 169 | | | |
| | | | | | | | | | | | | | 5,051 | | | 5,009 | | | 4,818 | | | 0.60 | % |
eResearchTechnology, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | L(M) | + | 4.50% | | 9.34% | | 01/2021 | | 02/2027 | | 4,899 | | | 4,899 | | | 4,622 | | | 0.58 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
13
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(S) | + | 5.25% | | 10.41% | | 09/2021 | | 09/2027 | | $ | 3,697 | | | $ | 3,682 | | | $ | 3,654 | | | |
| | First lien (3) | | L(S) | + | 5.25% | | 10.41% | | 09/2021 | | 09/2027 | | 826 | | | 822 | | | 816 | | | |
| | First lien (3)(4) - Drawn | | P(Q) | + | 4.25% | | 12.25% | | 09/2021 | | 09/2027 | | 83 | | | 83 | | | 82 | | | |
| | | | | | | | | | | | | | 4,606 | | | 4,587 | | | 4,552 | | | 0.57 | % |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.66% | | 02/2022 | | 02/2028 | | 4,644 | | | 4,605 | | | 4,552 | | | 0.57 | % |
Convey Health Solutions, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q) | + | 5.25% | | 10.25% | | 02/2022 | | 09/2026 | | 4,522 | | | 4,469 | | | 4,522 | | | 0.56 | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | L(M) | + | 5.75% | | 10.59% | | 09/2021 | | 09/2028 | | 2,584 | | | 2,565 | | | 2,555 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.75% | | 10.59% | | 09/2021 | | 09/2028 | | 1,826 | | | 1,806 | | | 1,806 | | | |
| | First lien (3)(4) - Drawn | | P(Q) | + | 4.75% | | 12.75% | | 09/2021 | | 09/2027 | | 51 | | | 52 | | | 50 | | | |
| | | | | | | | | | | | | | 4,461 | | | 4,423 | | | 4,411 | | | 0.55 | % |
TigerConnect, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q)* | + | 3.63% +3.63%/PIK | | 12.08% | | 02/2022 | | 02/2028 | | 4,223 | | | 4,187 | | | 4,202 | | | |
| | First lien (2)(3)(4) - Drawn | | SOFR(Q)* | + | 3.63% +3.63%/PIK | | 12.08% | | 02/2022 | | 02/2028 | | 79 | | | 79 | | | 78 | | | |
| | | | | | | | | | | | | | 4,302 | | | 4,266 | | | 4,280 | | | 0.53 | % |
Appriss Health, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3) | | L(M) | + | 7.25% | | 11.96% | | 05/2021 | | 05/2027 | | 4,047 | | | 4,017 | | | 3,970 | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 7.25% | | 11.93% | | 05/2021 | | 05/2027 | | 136 | | | 135 | | | 132 | | | |
| | | | | | | | | | | | | | 4,183 | | | 4,152 | | | 4,102 | | | 0.51 | % |
Calabrio, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(Q) | + | 7.00% | | 12.16% | | 04/2021 | | 04/2027 | | 3,986 | | | 3,964 | | | 3,839 | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 7.00% | | 11.95% | | 04/2021 | | 04/2027 | | 274 | | | 273 | | | 264 | | | |
| | | | | | | | | | | | | | 4,260 | | | 4,237 | | | 4,103 | | | 0.51 | % |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(S) | + | 5.75% | | 10.64% | | 07/2022 | | 06/2028 | | 4,077 | | | 4,040 | | | 4,036 | | | 0.50 | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q) | + | 5.50% | | 10.55% | | 07/2021 | | 07/2027 | | 3,642 | | | 3,615 | | | 3,536 | | | |
| | First lien (3) | | SOFR(Q) | + | 5.50% | | 10.55% | | 07/2021 | | 07/2027 | | 474 | | | 470 | | | 460 | | | |
| | | | | | | | | | | | | | 4,116 | | | 4,085 | | | 3,996 | | | 0.50 | % |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3) | | SOFR(Q) | + | 6.75% | | 11.65% | | 11/2022 | | 04/2029 | | 3,746 | | | 3,692 | | | 3,690 | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 6.75% | | 11.56% | | 11/2022 | | 04/2028 | | 38 | | | 38 | | | 38 | | | |
| | | | | | | | | | | | | | 3,784 | | | 3,730 | | | 3,728 | | | 0.47 | % |
STATS Intermediate Holdings, LLC** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | L(Q) | + | 5.25% | | 10.13% | | 08/2021 | | 07/2026 | | 3,922 | | | 3,922 | | | 3,490 | | | 0.44 | % |
Quartz Holding Company | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | L(M) | + | 8.00% | | 12.84% | | 10/2020 | | 04/2027 | | 3,000 | | | 2,990 | | | 2,965 | | | 0.37 | % |
The accompanying notes are an integral part of these consolidated financial statements.
14
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 | | First lien (2)(3) | | SOFR(S) | + | 6.00% | | 10.62% | | 05/2022 | | 05/2029 | | $ | 2,872 | | | $ | 2,846 | | | $ | 2,815 | | | |
| | First lien (3)(4) - Drawn | | SOFR(S) | + | 6.00% | | 10.78% | | 05/2022 | | 05/2028 | | 134 | | | 133 | | | 132 | | | |
| | | | | | | | | | | | | | 3,006 | | | 2,979 | | | 2,947 | | | 0.37 | % |
Geo Parent Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(S) | + | 5.25% | | 10.17% | | 05/2020 | | 12/2025 | | 2,909 | | | 2,847 | | | 2,837 | | | 0.35 | % |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 5.75% | | 10.50% | | 06/2021 | | 06/2028 | | 2,853 | | | 2,819 | | | 2,732 | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.58% | | 06/2021 | | 06/2028 | | 22 | | | 22 | | | 21 | | | |
| | | | | | | | | | | | | | 2,875 | | | 2,841 | | | 2,753 | | | 0.34 | % |
Bluefin Holding, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | L(Q) | + | 7.75% | | 12.70% | | 06/2020 | | 09/2027 | | 2,500 | | | 2,407 | | | 2,439 | | | 0.30 | % |
YLG Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Drawn | | SOFR(Q) | + | 5.00% | | 9.96% | | 10/2021 | | 10/2025 | | 2,458 | | | 2,438 | | | 2,387 | | | 0.29 | % |
Project Power Buyer, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 7.00% | | 11.90% | | 01/2023 | | 05/2026 | | 2,327 | | | 2,294 | | | 2,292 | | | 0.29 | % |
Cloudera, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien | | L(M) | + | 6.00% | | 10.91% | | 10/2022 | | 10/2029 | | 2,500 | | | 2,079 | | | 2,225 | | | 0.27 | % |
TMK Hawk Parent, Corp. | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3) | | L(Q) | + | 3.50% | | 8.46% | | 09/2022 | | 08/2024 | | 2,481 | | | 1,671 | | | 1,644 | | | 0.21 | % |
Vectra Co. | | | | | | | | | | | | | | | | | | | | |
Business Products | | First lien (2) | | L(M) | + | 3.25% | | 8.09% | | 03/2020 | | 03/2025 | | 1,362 | | | 1,257 | | | 1,162 | | | 0.14 | % |
Virtusa Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | Subordinated | | FIXED(S) | + | 7.13% | | 7.13% | | 09/2022 | | 12/2028 | | 1,370 | | | 1,053 | | | 1,078 | | | 0.13 | % |
Total Funded Debt Investments - United States | | | | | | | | | | | | | | $ | 1,188,281 | | | $ | 1,176,368 | | | $ | 1,161,650 | | | 145.08 | % |
Funded Debt Investments - Netherlands | | | | | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | | | | | |
Information Technology | | First lien (2)(3) | | L(M) | + | 6.00% | | 10.71% | | 10/2021 | | 09/2028 | | $ | 23,010 | | | $ | 22,819 | | | $ | 22,892 | | | 2.86 | % |
Total Funded Debt Investments - Netherlands | | | | | | | | | | | | | | $ | 23,010 | | | $ | 22,819 | | | $ | 22,892 | | | 2.86 | % |
Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | | | | | | | |
Trident Bidco Limited** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q) | + | 5.00% | | 9.55% | | 06/2022 | | 06/2029 | | $ | 10,669 | | | $ | 10,572 | | | $ | 10,444 | | | |
| | First lien (2)(3) | | SOFR(Q) | + | 5.00% | | 9.55% | | 09/2022 | | 06/2029 | | 1,907 | | | 1,889 | | | 1,867 | | | |
| | | | | | | | | | | | | | 12,576 | | | 12,461 | | | 12,311 | | | 1.54 | % |
Total Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | $ | 12,576 | | | $ | 12,461 | | | $ | 12,311 | | | 1.54 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
15
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
Funded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | SOFR(M) | + | 7.25% | | 11.98% | | 12/2022 | | 12/2029 | | $ | 2,245 | | | $ | 2,212 | | | $ | 2,211 | | | 0.28 | % |
Funded Debt Investments - Australia | | | | | | | | | | | | | | $ | 2,245 | | | $ | 2,212 | | | $ | 2,211 | | | 0.28 | % |
Total Funded Debt Investments | | | | | | | | | | | | | | $ | 1,226,112 | | | $ | 1,213,860 | | | $ | 1,199,064 | | | 149.76 | % |
Equity - United States | | | | | | | | | | | | | | | | | | | | |
Pioneer Topco I, L.P. | | | | | | | | | | | | | | | | | | | | |
Software | | Ordinary Shares(3)(6) | | — | | — | | — | | 11/2021 | | — | | 10 | | | $ | — | | | $ | — | | | — | % |
Total Shares - United States | | | | | | | | | | | | | | | | $ | — | | | $ | — | | | — | % |
Total Shares | | | | | | | | | | | | | | | | $ | — | | | $ | — | | | — | % |
Total Funded Investments | | | | | | | | | | | | | | | | $ | 1,213,860 | | | $ | 1,199,064 | | | 149.76 | % |
Unfunded Debt Investments - United States | | | | | | | | | | | | | | | | | | | | |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2021 | | 12/2023 | | $ | 1,306 | | | $ | — | | | $ | — | | | — | % |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2022 | | 04/2024 | | 67 | | | — | | | — | | | — | % |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2020 | | 02/2025 | | 395 | | | (1) | | | — | | | — | % |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC) | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 1,042 | | | — | | | — | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 10/2027 | | 516 | | | (1) | | | — | | | |
| | | | | | | | | | | | | | 1,558 | | | (1) | | | — | | | — | % |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2020 | | 02/2026 | | 701 | | | (2) | | | — | | | — | % |
Bullhorn, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2020 | | 09/2026 | | 693 | | | (3) | | | — | | | — | % |
Xactly Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2020 | | 07/2025 | | 551 | | | (3) | | | — | | | — | % |
Granicus, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2021 | | 01/2027 | | 573 | | | (4) | | | — | | | — | % |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2022 | | 04/2028 | | 244 | | | (4) | | | — | | | — | % |
Associations, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2027 | | 1,476 | | | (5) | | | — | | | — | % |
Zone Climate Services, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2022 | | 03/2028 | | 2,931 | | | (29) | | | — | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements.
16
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
Project Power Buyer, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2023 | | 05/2025 | | $ | 120 | | | $ | (2) | | | $ | (2) | | | (0.00) | % |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2022 | | 10/2028 | | 2,001 | | | (23) | | | (2) | | | (0.00) | % |
Appriss Health, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2021 | | 05/2027 | | 135 | | | (1) | | | (3) | | | (0.00) | % |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 249 | | | (1) | | | (3) | | | (0.00) | % |
TigerConnect, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2028 | | 603 | | | (5) | | | (3) | | | |
| | First lien (2)(3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2023 | | 238 | | | — | | | (1) | | | |
| | | | | | | | | | | | | | 841 | | | (5) | | | (4) | | | (0.00) | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 313 | | | (3) | | | (3) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2023 | | 82 | | | — | | | (1) | | | |
| | | | | | | | | | | | | | 395 | | | (3) | | | (4) | | | (0.00) | % |
Recorded Future, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2020 | | 07/2025 | | 1,202 | | | (8) | | | (6) | | | (0.00) | % |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2022 | | 12/2023 | | 691 | | | — | | | (6) | | | (0.00) | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 1,579 | | | (12) | | | (7) | | | (0.00) | % |
Calabrio, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2021 | | 04/2027 | | 206 | | | (2) | | | (8) | | | (0.00) | % |
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.) | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2028 | | 844 | | | (7) | | | (8) | | | (0.00) | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2027 | | 288 | | | (2) | | | (8) | | | (0.00) | % |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2028 | | 273 | | | (2) | | | (3) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2024 | | 574 | | | — | | | (6) | | | |
| | | | | | | | | | | | | | 847 | | | (2) | | | (9) | | | (0.00) | % |
Oranje Holdco, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2023 | | 02/2029 | | 1,807 | | | (22) | | | (9) | | | (0.00) | % |
Infogain Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2026 | | 1,236 | | | (6) | | | (10) | | | (0.00) | % |
The accompanying notes are an integral part of these consolidated financial statements.
17
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3)(4) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2024 | | $ | 5,015 | | | $ | — | | | $ | — | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2028 | | 1,870 | | | (15) | | | (10) | | | |
| | | | | | | | | | | | | | 6,885 | | | (15) | | | (10) | | | (0.00) | % |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2027 | | 484 | | | (3) | | | (4) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2023 | | 763 | | | — | | | (6) | | | |
| | | | | | | | | | | | | | 1,247 | | | (3) | | | (10) | | | (0.00) | % |
Relativity ODA LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2021 | | 05/2027 | | 1,061 | | | (9) | | | (12) | | | (0.00) | % |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 05/2024 | | 1,630 | | | — | | | (12) | | | (0.00) | % |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 11/2027 | | 2,045 | | | (16) | | | (13) | | | (0.00) | % |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 895 | | | — | | | (7) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2029 | | 895 | | | (6) | | | (7) | | | |
| | | | | | | | | | | | | | 1,790 | | | (6) | | | (14) | | | (0.00) | % |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2028 | | 276 | | | (2) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2024 | | 552 | | | — | | | (11) | | | |
| | | | | | | | | | | | | | 828 | | | (2) | | | (16) | | | (0.00) | % |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2026 | | 147 | | | (2) | | | (17) | | | (0.00) | % |
| | | | | | | | | | | | | | | | | | | | |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2020 | | 05/2026 | | 1,918 | | | (7) | | | (17) | | | (0.00) | % |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2028 | | 210 | | | (2) | | | (4) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 687 | | | — | | | (14) | | | |
| | | | | | | | | | | | | | 897 | | | (2) | | | (18) | | | (0.00) | % |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 1,825 | | | (14) | | | (18) | | | (0.00) | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
18
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
Coupa Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2023 | | 02/2029 | | $ | 914 | | | $ | (11) | | | $ | (8) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2023 | | 08/2024 | | 1,194 | | | — | | | (11) | | | |
| | | | | | | | | | | | | | 2,108 | | | (11) | | | (19) | | | (0.00) | % |
OA Buyer, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2028 | | 3,041 | | | (25) | | | (19) | | | (0.00) | % |
AAH Topco, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 1,413 | | | (11) | | | (5) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2023 | | 4,240 | | | — | | | (15) | | | |
| | | | | | | | | | | | | | 5,653 | | | (11) | | | (20) | | | (0.00) | % |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2023 | | 246 | | | — | | | (10) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2026 | | 224 | | | (2) | | | (10) | | | |
| | | | | | | | | | | | | | 470 | | | (2) | | | (20) | | | (0.00) | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | — | | ��� | | 12/2021 | | 12/2027 | | 395 | | | (4) | | | (9) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2022 | | 07/2024 | | 1,421 | | | — | | | (14) | | | |
| | | | | | | | | | | | | | 1,816 | | | (4) | | | (23) | | | (0.00) | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 571 | | | — | | | (26) | | | (0.01) | % |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2027 | | 705 | | | (7) | | | (17) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2023 | | 416 | | | (2) | | | (10) | | | |
| | | | | | | | | | | | | | 1,121 | | | (9) | | | (27) | | | (0.01) | % |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 09/2027 | | 977 | | | (8) | | | (10) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 2,222 | | | — | | | (22) | | | |
| | | | | | | | | | | | | | 3,199 | | | (8) | | | (32) | | | (0.01) | % |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 910 | | | (9) | | | (37) | | | (0.01) | % |
Beacon Pointe Harmony, LLC | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 539 | | | (4) | | | (13) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 06/2023 | | 1,093 | | | — | | | (25) | | | |
| | | | | | | | | | | | | | 1,632 | | | (4) | | | (38) | | | (0.01) | % |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2023 | | 3,089 | | | — | | | (40) | | | (0.01) | % |
The accompanying notes are an integral part of these consolidated financial statements.
19
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets |
| | | | | | | | | | | | | | | | | | | | |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2022 | | 10/2029 | | $ | 1,339 | | | $ | (19) | | | $ | (20) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2022 | | 09/2024 | | 1,339 | | | — | | | (20) | | | |
| | | | | | | | | | | | | | 2,678 | | | (19) | | | (40) | | | (0.01) | % |
MRI Software LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2020 | | 02/2026 | | 780 | | | (2) | | | (20) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 08/2023 | | 935 | | | — | | | (24) | | | |
| | | | | | | | | | | | | | 1,715 | | | (2) | | | (44) | | | (0.01) | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2028 | | 1,079 | | | — | | | (9) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 4,044 | | | — | | | (36) | | | |
| | | | | | | | | | | | | | 5,123 | | | — | | | (45) | | | (0.01) | % |
Diligent Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2020 | | 08/2025 | | 1,658 | | | (21) | | | (46) | | | (0.01) | % |
PDQ.com Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 08/2027 | | 2,206 | | | (8) | | | (48) | | | (0.01) | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 11/2024 | | 2,275 | | | (38) | | | (55) | | | (0.01) | % |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2023 | | 2,973 | | | — | | | (87) | | | (0.01) | % |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2027 | | 787 | | | (6) | | | (30) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2023 | | 1,627 | | | — | | | (62) | | | |
| | | | | | | | | | | | | | 2,414 | | | (6) | | | (92) | | | (0.01) | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | | | | | |
Packaging | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2027 | | 1,493 | | | (15) | | | (33) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 2,924 | | | — | | | (65) | | | |
| | | | | | | | | | | | | | 4,417 | | | (15) | | | (98) | | | (0.01) | % |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2021 | | 04/2027 | | 2,241 | | | (13) | | | (107) | | | (0.01) | % |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2023 | | 4,237 | | | — | | | (112) | | | (0.01) | % |
YLG Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2023 | | 3,970 | | | — | | | (116) | | | (0.01) | % |
The accompanying notes are an integral part of these consolidated financial statements.
20
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 11/2023 | | $ | 1,229 | | | $ | — | | | $ | (55) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 05/2027 | | 1,475 | | | (11) | | | (66) | | | |
| | | | | | | | | | | | | | 2,704 | | | (11) | | | (121) | | | (0.02) | % |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2023 | | 3,145 | | | (2) | | | (126) | | | (0.02) | % |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2021 | | 04/2027 | | 1,000 | | | (3) | | | (12) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 11/2023 | | 5,068 | | | (19) | | | (144) | | | |
| | | | | | | | | | | | | | 6,068 | | | (22) | | | (156) | | | (0.02) | % |
Allworth Financial Group, L.P. | | | | — | | — | | — | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2022 | | 01/2024 | | 1,423 | | | — | | | (52) | | | |
| | First lien (3)(4) - Undrawn | | | | | | | | 12/2020 | | 12/2026 | | 3,507 | | | (23) | | | (127) | | | |
| | | | | | | | | | | | | | 4,930 | | | (23) | | | (179) | | | (0.02) | % |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2023 | | 4,044 | | | — | | | (220) | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2027 | | 90 | | | (1) | | | (5) | | | |
| | | | | | | | | | | | | | 4,134 | | | (1) | | | (225) | | | (0.03) | % |
Total Unfunded Debt Investments - United States | | | | | | | | | | | | | | $ | 123,707 | | | $ | (488) | | | $ | (2,244) | | | (0.28) | % |
Unfunded Debt Investments - Netherlands | | | | | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | | | | | |
Information Technology | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2027 | | $ | 1,726 | | | $ | (13) | | | $ | (9) | | | (0.00) | % |
Total Unfunded Debt Investments - Netherlands | | | | | | | | | | | | | | $ | 1,726 | | | $ | (13) | | | $ | (9) | | | (0.00) | % |
Unfunded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2022 | | 12/2028 | | $ | 208 | | | $ | (3) | | | $ | (3) | | | (0.00) | % |
Total Unfunded Debt Investments - Australia | | | | | | | | | | | | | | $ | 208 | | | $ | (3) | | | $ | (3) | | | (0.00) | % |
Total Unfunded Debt Investments | | | | | | | | | | | | | | $ | 125,641 | | | $ | (504) | | | $ | (2,256) | | | (0.28) | % |
Total Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | $ | 1,213,356 | | | $ | 1,196,808 | | | 149.48 | % |
Total Investments | | | | | | | | | | | | | | | | $ | 1,213,356 | | | $ | 1,196,808 | | | 149.48 | % |
The accompanying notes are an integral part of these consolidated financial statements.
21
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
(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 March 31, 2023.
(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.
* 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 March 31, 2023, 4.65% 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.
22
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | |
| | March 31, 2023 | |
Investment Type | | Percent of Total Investments at Fair Value | |
First lien | | 94.96 | % | |
Second lien | | 4.95 | % | |
Subordinated | | 0.09 | % | |
Equity and other | | — | % | (1) |
Total investments | | 100.00 | % | |
(1)As of March 31, 2023, equity and other investments made up less than 0.01% of total investments.
| | | | | | | | |
| | March 31, 2023 |
Industry Type | | Percent of Total Investments at Fair Value |
Software | | 41.92 | % |
Business Services | | 22.31 | % |
Healthcare | | 15.40 | % |
Financial Services | | 7.66 | % |
Consumer Services | | 3.41 | % |
| | |
Information Technology | | 1.91 | % |
| | |
Consumer Products | | 1.84 | % |
Distribution & Logistics | | 1.81 | % |
Packaging | | 1.42 | % |
Education | | 1.25 | % |
Specialty Chemicals & Materials | | 0.97 | % |
| | |
| | |
| | |
Business Products | | 0.10 | % |
Total investments | | 100.00 | % |
| | | | | | | | |
| | March 31, 2023 |
Interest Rate Type | | Percent of Total Investments at Fair Value |
Floating rates | | 99.91 | % |
Fixed rates | | 0.09 | % |
Total investments | | 100.00 | % |
The accompanying notes are an integral part of these consolidated financial statements.
23
NMF SLF I, Inc.
Consolidated Schedule of Investments
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 | | | | | | | | | | | | | | | | | | | | | | |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC) | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3) | | SOFR(S) | + | 6.00% | | 9.41% | | 12/2020 | | 10/2027 | | $ | 18,491 | | | $ | 18,390 | | | $ | 18,373 | | | | | |
| | First lien (3) | | SOFR(S) | + | 6.00% | | 10.46% | | 06/2021 | | 10/2027 | | 4,960 | | | 4,941 | | | 4,928 | | | | | |
| | First lien (3) | | SOFR(S) | + | 6.00% | | 10.00% | | 08/2021 | | 10/2027 | | 5,894 | | | 5,882 | | | 5,857 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(S) | + | 6.00% | | 10.41% | | 05/2022 | | 10/2027 | | 1,275 | | | 1,272 | | | 1,267 | | | | | |
| | | | | | | | | | | | | | 30,620 | | | 30,485 | | | 30,425 | | | 4.01 | % | | |
Higginbotham Insurance Agency, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 5.25% | | 9.63% | | 11/2020 | | 11/2026 | | 23,667 | | | 23,543 | | | 23,388 | | | | | |
| | First lien (3) | | L(M) | + | 5.25% | | 9.63% | | 11/2020 | | 11/2026 | | 6,682 | | | 6,642 | | | 6,603 | | | | | |
| | | | | | | | | | | | | | 30,349 | | | 30,185 | | | 29,991 | | | 3.96 | % | | |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(Q) | + | 5.75% | | 9.92% | | 02/2020 | | 05/2026 | | 24,354 | | | 24,265 | | | 24,137 | | | | | |
| | First lien (3) | | SOFR(Q) | + | 5.75% | | 9.92% | | 02/2020 | | 05/2026 | | 5,761 | | | 5,737 | | | 5,710 | | | | | |
| | | | | | | | | | | | | | 30,115 | | | 30,002 | | | 29,847 | | | 3.94 | % | | |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | L(Q) | + | 5.50% | | 10.23% | | 10/2020 | | 11/2027 | | 19,634 | | | 19,416 | | | 19,074 | | | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.23% | | 11/2021 | | 11/2027 | | 10,450 | | | 10,358 | | | 10,152 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.50% | | 10.23% | | 11/2021 | | 11/2024 | | 449 | | | 448 | | | 437 | | | | | |
| | | | | | | | | | | | | | 30,533 | | | 30,222 | | | 29,663 | | | 3.91 | % | | |
Zone Climate Services, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(S) | + | 4.75% | | 8.62% | | 03/2022 | | 03/2028 | | 27,963 | | | 27,709 | | | 27,516 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 4.75% | | 9.47% | | 03/2022 | | 03/2028 | | 1,795 | | | 1,784 | | | 1,767 | | | | | |
| | | | | | | | | | | | | | 29,758 | | | 29,493 | | | 29,283 | | | 3.86 | % | | |
Associations, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q)* | + | 4.00% + 2.50%/PIK | | 10.36% | | 07/2021 | | 07/2027 | | 14,921 | | | 14,868 | | | 14,921 | | | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% + 2.50%/PIK | | 11.28% | | 07/2021 | | 07/2027 | | 3,671 | | | 3,657 | | | 3,671 | | | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% + 2.50%/PIK | | 11.26% | | 07/2021 | | 07/2027 | | 3,671 | | | 3,657 | | | 3,671 | | | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% + 2.50%/PIK | | 10.97% | | 07/2021 | | 07/2027 | | 2,217 | | | 2,209 | | | 2,217 | | | | | |
| | First lien (3) | | SOFR(Q)* | + | 4.00% + 2.50%/PIK | | 10.48% | | 07/2021 | | 07/2027 | | 1,764 | | | 1,757 | | | 1,764 | | | | | |
| | | | | | | | | | | | | | 26,244 | | | 26,148 | | | 26,244 | | | 3.46 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
24
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
Diligent Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 6.25% | | 10.63% | | 08/2020 | | 08/2025 | | $ | 14,748 | | | $ | 14,644 | | | $ | 14,748 | | | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 03/2021 | | 08/2025 | | 5,582 | | | 5,564 | | | 5,514 | | | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 03/2021 | | 08/2025 | | 3,113 | | | 3,103 | | | 3,076 | | | | | |
| | First lien (3) | | L(M) | + | 6.25% | | 10.63% | | 08/2020 | | 08/2025 | | 1,234 | | | 1,225 | | | 1,219 | | | | | |
| | First lien (3) | | L(M) | + | 6.25% | | 10.63% | | 08/2020 | | 08/2025 | | 778 | | | 772 | | | 778 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 6.25% | | 10.63% | | 08/2020 | | 08/2025 | | 711 | | | 720 | | | 711 | | | | | |
| | | | | | | | | | | | | | 26,166 | | | 26,028 | | | 26,046 | | | 3.44 | % | | |
Apptio, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(Q) | + | 6.00% | | 9.94% | | 04/2020 | | 01/2025 | | 25,000 | | | 24,337 | | | 25,000 | | | 3.30 | % | | |
OA Buyer, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 12/2021 | | 12/2028 | | 23,639 | | | 23,430 | | | 23,447 | | | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 05/2022 | | 12/2028 | | 1,496 | | | 1,483 | | | 1,484 | | | | | |
| | | | | | | | | | | | | | 25,135 | | | 24,913 | | | 24,931 | | | 3.29 | % | | |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(Q)* | + | 3.38% +3.88%/PIK | | 11.52% | | 08/2022 | | 08/2028 | | 19,638 | | | 19,474 | | | 19,467 | | | | | |
| | First lien (3) | | SOFR(Q) | + | 7.25% | | 11.52% | | 10/2022 | | 08/2028 | | 5,126 | | | 5,082 | | | 5,087 | | | | | |
| | | | | | | | | | | | | | 24,764 | | | 24,556 | | | 24,554 | | | 3.24 | % | | |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 5.50% | | 9.88% | | 09/2021 | | 09/2028 | | 25,075 | | | 24,863 | | | 24,498 | | | 3.23 | % | | |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 6.00% | | 10.38% | | 09/2021 | | 09/2028 | | 23,141 | | | 22,944 | | | 22,822 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 6.00% | | 10.39% | | 09/2021 | | 09/2027 | | 730 | | | 726 | | | 720 | | | | | |
| | | | | | | | | | | | | | 23,871 | | | 23,670 | | | 23,542 | | | 3.10 | % | | |
Allworth Financial Group, L.P. | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | SOFR(M) | + | 4.75% | | 9.17% | | 12/2020 | | 12/2026 | | 17,749 | | | 17,620 | | | 17,260 | | | | | |
| | First lien (3) | | SOFR(M) | + | 4.75% | | 9.17% | | 12/2020 | | 12/2026 | | 5,372 | | | 5,331 | | | 5,224 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 4.75% | | 9.17% | | 01/2022 | | 12/2026 | | 637 | | | 631 | | | 619 | | | | | |
| | | | | | | | | | | | | | 23,758 | | | 23,582 | | | 23,103 | | | 3.04 | % | | |
Syndigo LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 4.50% | | 8.84% | | 12/2020 | | 12/2027 | | 19,650 | | | 19,539 | | | 19,119 | | | | | |
| | Second Lien (3) | | L(S) | + | 8.00% | | 13.21% | | 12/2020 | | 12/2028 | | 4,000 | | | 3,981 | | | 3,745 | | | | | |
| | | | | | | | | | | | | | 23,650 | | | 23,520 | | | 22,864 | | | 3.01 | % | | |
Notorious Topco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (2)(3) | | SOFR(Q) | + | 6.75% | | 10.99% | | 11/2021 | | 11/2027 | | 21,053 | | | 20,919 | | | 20,700 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 6.75% | | 10.99% | | 11/2021 | | 11/2027 | | 1,835 | | | 1,815 | | | 1,804 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 6.75% | | 10.99% | | 11/2021 | | 05/2027 | | 307 | | | 308 | | | 302 | | | | | |
| | | | | | | | | | | | | | 23,195 | | | 23,042 | | | 22,806 | | | 3.00 | % | | |
Anaplan, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 6.50% | | 10.82% | | 06/2022 | | 06/2029 | | 22,941 | | | 22,725 | | | 22,712 | | | 2.99 | % | | |
PDQ.com Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 4.75% | | 9.43% | | 09/2021 | | 08/2027 | | 13,360 | | | 13,306 | | | 13,046 | | | | | |
| | First lien (3) | | SOFR(Q) | + | 4.75% | | 9.43% | | 09/2021 | | 08/2027 | | 9,152 | | | 9,115 | | | 8,937 | | | | | |
| | | | | | | | | | | | | | 22,512 | | | 22,421 | | | 21,983 | | | 2.90 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
25
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 | | First lien (2)(3) | | L(Q)* | + | 3.50% + 2.75%/PIK | | 10.98% | | 12/2021 | | 12/2028 | | $ | 20,979 | | | $ | 20,800 | | | $ | 20,559 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q)* | + | 3.50% + 2.75%/PIK | | 10.98% | | 12/2021 | | 12/2028 | | 1,090 | | | 1,081 | | | 1,069 | | | | | |
| | | | | | | | | | | | | | 22,069 | | | 21,881 | | | 21,628 | | | 2.85 | % | | |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 5.25% | | 9.64% | | 12/2021 | | 12/2028 | | 20,712 | | | 20,576 | | | 20,514 | | | 2.70 | % | | |
Eisner Advisory Group LLC | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | SOFR(M) | + | 5.25% | | 9.69% | | 08/2021 | | 07/2028 | | 19,654 | | | 19,542 | | | 18,780 | | | | | |
| | First lien (3) | | SOFR(M) | + | 5.25% | | 9.69% | | 08/2021 | | 07/2028 | | 1,662 | | | 1,655 | | | 1,589 | | | | | |
| | | | | | | | | | | | | | 21,316 | | | 21,197 | | | 20,369 | | | 2.68 | % | | |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | SOFR(Q) | + | 7.25% | | 11.83% | | 10/2022 | | 10/2028 | | 20,012 | | | 19,768 | | | 19,840 | | | 2.61 | % | | |
Recorded Future, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.25% | | 9.98% | | 12/2021 | | 07/2025 | | 7,425 | | | 7,398 | | | 7,363 | | | | | |
| | First lien (2)(3) | | L(Q) | + | 5.25% | | 9.98% | | 08/2020 | | 07/2025 | | 5,758 | | | 5,726 | | | 5,710 | | | | | |
| | First lien (3) | | L(Q) | + | 5.25% | | 9.98% | | 08/2020 | | 07/2025 | | 4,104 | | | 4,064 | | | 4,070 | | | | | |
| | First lien (2)(3) | | L(Q) | + | 5.25% | | 9.98% | | 01/2022 | | 07/2025 | | 2,492 | | | 2,478 | | | 2,471 | | | | | |
| | | | | | | | | | | | | | 19,779 | | | 19,666 | | | 19,614 | | | 2.58 | % | | |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(Q) | + | 4.50% | | 9.23% | | 08/2021 | | 08/2028 | | 18,856 | | | 18,816 | | | 18,216 | | | | | |
| | First lien (3) | | L(Q) | + | 4.50% | | 9.23% | | 08/2021 | | 08/2028 | | 1,297 | | | 1,292 | | | 1,253 | | | | | |
| | | | | | | | | | | | | | 20,153 | | | 20,108 | | | 19,469 | | | 2.56 | % | | |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 5.75% | | 10.48% | | 08/2021 | | 08/2028 | | 16,862 | | | 16,720 | | | 16,138 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.48% | | 08/2021 | | 08/2028 | | 1,775 | | | 1,760 | | | 1,699 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.48% | | 08/2021 | | 08/2027 | | 1,168 | | | 1,160 | | | 1,118 | | | | | |
| | | | | | | | | | | | | | 19,805 | | | 19,640 | | | 18,955 | | | 2.50 | % | | |
Auctane Inc. (fka Stamps.com Inc.) | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 10/2021 | | 10/2028 | | 11,633 | | | 11,533 | | | 11,435 | | | | | |
| | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 12/2021 | | 10/2028 | | 7,311 | | | 7,247 | | | 7,187 | | | | | |
| | | | | | | | | | | | | | 18,944 | | | 18,780 | | | 18,622 | | | 2.45 | % | | |
AAH Topco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | L(M) | + | 5.50% | | 9.89% | | 12/2021 | | 12/2027 | | 11,755 | | | 11,655 | | | 11,609 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 9.82% | | 12/2021 | | 12/2027 | | 6,322 | | | 6,269 | | | 6,243 | | | | | |
| | | | | | | | | | | | | | 18,077 | | | 17,924 | | | 17,852 | | | 2.35 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
26
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 10/2021 | | 10/2028 | | $ | 12,278 | | | $ | 12,172 | | | $ | 11,990 | | | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.23% | | 10/2021 | | 10/2028 | | 4,943 | | | 4,902 | | | 4,828 | | | | | |
| | First lien (3)(4) - Drawn | | L(S) | + | 5.00% | | 10.83% | | 10/2021 | | 10/2027 | | 230 | | | 231 | | | 224 | | | | | |
| | | | | | | | | | | | | | 17,451 | | | 17,305 | | | 17,042 | | | 2.25 | % | | |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 12/2021 | | 04/2027 | | 9,198 | | | 9,160 | | | 9,035 | | | | | |
| | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 04/2021 | | 04/2027 | | 6,895 | | | 6,869 | | | 6,773 | | | | | |
| | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 10/2021 | | 04/2027 | | 1,060 | | | 1,056 | | | 1,041 | | | | | |
| | | | | | | | | | | | | | 17,153 | | | 17,085 | | | 16,849 | | | 2.22 | % | | |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.75% | | 9.99% | | 04/2021 | | 04/2028 | | 17,208 | | | 17,088 | | | 16,678 | | | 2.20 | % | | |
Granicus, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M)* | + | 5.50% + 1.50%/PIK | | 11.14% | | 01/2021 | | 01/2027 | | 10,641 | | | 10,583 | | | 10,640 | | | | | |
| | First lien (3) | | L(M)* | + | 5.50% + 1.50%/PIK | | 11.14% | | 01/2021 | | 01/2027 | | 2,980 | | | 2,963 | | | 2,980 | | | | | |
| | First lien (3) | | L(M) | + | 6.00% | | 10.14% | | 04/2021 | | 01/2027 | | 2,290 | | | 2,272 | | | 2,290 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 6.50% | | 10.69% | | 01/2021 | | 01/2027 | | 405 | | | 405 | | | 405 | | | | | |
| | | | | | | | | | | | | | 16,316 | | | 16,223 | | | 16,315 | | | 2.15 | % | | |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 5.50% | | 9.88% | | 05/2022 | | 09/2027 | | 14,902 | | | 14,767 | | | 14,753 | | | | | |
| | First lien (3) | | L(M) | + | 5.50% | | 9.88% | | 05/2022 | | 09/2027 | | 966 | | | 957 | | | 956 | | | | | |
| | | | | | | | | | | | | | 15,868 | | | 15,724 | | | 15,709 | | | 2.07 | % | | |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q)* | + | 3.50% + 2.75%/PIK | | 10.95% | | 12/2021 | | 11/2028 | | 15,635 | | | 15,466 | | | 15,455 | | | 2.04 | % | | |
MRI Software LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 01/2020 | | 02/2026 | | 10,917 | | | 10,885 | | | 10,669 | | | | | |
| | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 03/2021 | | 02/2026 | | 3,096 | | | 3,091 | | | 3,026 | | | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.23% | | 03/2021 | | 02/2026 | | 1,370 | | | 1,367 | | | 1,338 | | | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.23% | | 01/2020 | | 02/2026 | | 315 | | | 314 | | | 308 | | | | | |
| | | | | | | | | | | | | | 15,698 | | | 15,657 | | | 15,341 | | | 2.02 | % | | |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | L(Q) | + | 5.75% | | 10.48% | | 12/2021 | | 12/2027 | | 9,030 | | | 8,953 | | | 8,783 | | | | | |
| | First lien (3) | | L(Q) | + | 5.75% | | 10.48% | | 12/2021 | | 12/2027 | | 3,012 | | | 2,986 | | | 2,930 | | | | | |
| | First lien (3) | | L(Q) | + | 5.75% | | 10.48% | | 12/2021 | | 12/2027 | | 3,031 | | | 3,005 | | | 2,948 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.50% | | 12/2021 | | 12/2027 | | 426 | | | 423 | | | 414 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 6.00% | | 10.54% | | 07/2022 | | 12/2027 | | 200 | | | 198 | | | 198 | | | | | |
| | | | | | | | | | | | | | 15,699 | | | 15,565 | | | 15,273 | | | 2.01 | % | | |
Foundational Education Group, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Education | | First lien (2)(3) | | SOFR(Q) | + | 3.75% | | 8.59% | | 08/2021 | | 08/2028 | | 9,380 | | | 9,341 | | | 8,816 | | | | | |
| | Second Lien (2)(3) | | SOFR(Q) | + | 6.50% | | 11.34% | | 08/2021 | | 08/2029 | | 6,488 | | | 6,460 | | | 6,001 | | | | | |
| | | | | | | | | | | | | | 15,868 | | | 15,801 | | | 14,817 | | | 1.95 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
27
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(Q) | + | 5.75% | | 10.33% | | 06/2022 | | 06/2029 | | $ | 14,662 | | | $ | 14,559 | | | $ | 14,448 | | | 1.90 | % | | |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | | | | | | | |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(Q)* | + | 7.00%/PIK | | 11.73% | | 11/2021 | | 11/2028 | | 12,457 | | | 12,359 | | | 12,295 | | | | | |
| | First lien (3) | | L(Q)* | + | 7.00%/PIK | | 11.73% | | 03/2022 | | 11/2028 | | 1,707 | | | 1,693 | | | 1,685 | | | | | |
| | | | | | | | | | | | | | 14,164 | | | 14,052 | | | 13,980 | | | 1.84 | % | | |
RealPage, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien | | L(M) | + | 6.50% | | 10.88% | | 02/2021 | | 04/2029 | | 13,612 | | | 13,526 | | | 13,153 | | | 1.73 | % | | |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(S) | + | 5.50% | | 9.67% | | 12/2021 | | 12/2027 | | 12,454 | | | 12,401 | | | 12,280 | | | | | |
| | First lien (3)(4) - Drawn | | L(S) | + | 5.50% | | 9.88% | | 12/2021 | | 12/2027 | | 289 | | | 288 | | | 285 | | | | | |
| | | | | | | | | | | | | | 12,743 | | | 12,689 | | | 12,565 | | | 1.66 | % | | |
Relativity ODA LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(M)* | + | 7.50%/PIK | | 11.89% | | 05/2021 | | 05/2027 | | 12,146 | | | 12,044 | | | 12,146 | | | 1.60 | % | | |
CentralSquare Technologies, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | L(Q) | + | 3.75% | | 8.48% | | 04/2020 | | 08/2025 | | 13,373 | | | 12,092 | | | 11,597 | | | 1.53 | % | | |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 09/2021 | | 09/2027 | | 11,364 | | | 11,270 | | | 11,006 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.50% | | 10.17% | | 09/2021 | | 09/2027 | | 515 | | | 512 | | | 498 | | | | | |
| | | | | | | | | | | | | | 11,879 | | | 11,782 | | | 11,504 | | | 1.52 | % | | |
CFS Management, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q)* | + | 6.25% + 0.75%/PIK | | 11.84% | | 09/2021 | | 07/2024 | | 8,796 | | | 8,766 | | | 8,214 | | | | | |
| | First lien (3) | | SOFR(Q)* | + | 6.25% + 0.75%/PIK | | 11.84% | | 09/2021 | | 07/2024 | | 3,350 | | | 3,339 | | | 3,128 | | | | | |
| | | | | | | | | | | | | | 12,146 | | | 12,105 | | | 11,342 | | | 1.49 | % | | |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(S) | + | 5.75% | | 10.54% | | 06/2022 | | 06/2028 | | 11,564 | | | 11,564 | | | 11,248 | | | 1.48 | % | | |
Bullhorn, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(Q) | + | 5.75% | | 10.48% | | 09/2020 | | 09/2026 | | 9,654 | | | 9,607 | | | 9,654 | | | | | |
| | First lien (3) | | L(Q) | + | 5.75% | | 10.48% | | 09/2020 | | 09/2026 | | 1,231 | | | 1,229 | | | 1,231 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 10.48% | | 09/2020 | | 09/2026 | | 319 | | | 318 | | | 319 | | | | | |
| | | | | | | | | | | | | | 11,204 | | | 11,154 | | | 11,204 | | | 1.48 | % | | |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(M) | + | 5.50% | | 9.88% | | 10/2021 | | 10/2028 | | 10,440 | | | 10,351 | | | 10,148 | | | | | |
| | First lien (3) | | L(M) | + | 5.50% | | 9.88% | | 10/2021 | | 10/2028 | | 880 | | | 872 | | | 855 | | | | | |
| | First lien (3)(4) - Drawn | | P(Q) | + | 4.50% | | 12.00% | | 10/2021 | | 10/2027 | | 26 | | | 27 | | | 25 | | | | | |
| | | | | | | | | | | | | | 11,346 | | | 11,250 | | | 11,028 | | | 1.45 | % | | |
Snap One Holdings Corp.** | | | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2) | | L(M) | + | 4.50% | | 8.88% | | 11/2021 | | 12/2028 | | 11,094 | | | 11,046 | | | 10,206 | | | 1.34 | % | | |
Bottomline Technologies, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 5.50% | | 9.82% | | 05/2022 | | 05/2029 | | 10,102 | | | 10,008 | | | 10,002 | | | 1.32 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
28
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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) | | L(Q) | + | 7.25% | | 11.99% | | 06/2020 | | 07/2023 | | $ | 9,449 | | | $ | 9,351 | | | $ | 9,449 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 7.25% | | 11.70% | | 06/2020 | | 07/2023 | | 551 | | | 545 | | | 551 | | | | | |
| | | | | | | | | | | | | | 10,000 | | | 9,896 | | | 10,000 | | | 1.32 | % | | |
LSCS Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | L(M) | + | 4.50% | | 8.88% | | 11/2021 | | 12/2028 | | 10,355 | | | 10,332 | | | 9,902 | | | 1.30 | % | | |
IG Intermediateco LLC | | | | | | | | | | | | | | | | | | | | | | |
Infogain Corporation | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.17% | | 07/2021 | | 07/2028 | | 6,101 | | | 6,063 | | | 5,987 | | | | | |
| | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.17% | | 07/2022 | | 07/2028 | | 3,585 | | | 3,551 | | | 3,518 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(M) | + | 5.75% | | 10.17% | | 07/2021 | | 07/2026 | | 345 | | | 345 | | | 338 | | | | | |
| | Subordinated (3) | | SOFR(Q) | + | 8.25% | | 12.93% | | 07/2022 | | 07/2029 | | 1 | | | 1 | | | 1 | | | | | |
| | | | | | | | | | | | | | 10,032 | | | 9,960 | | | 9,844 | | | 1.30 | % | | |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | L(M) | + | 5.50% | | 9.88% | | 08/2021 | | 08/2026 | | 7,194 | | | 7,140 | | | 7,107 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 9.88% | | 04/2022 | | 08/2026 | | 2,468 | | | 2,447 | | | 2,438 | | | | | |
| | | | | | | | | | | | | | 9,662 | | | 9,587 | | | 9,545 | | | 1.26 | % | | |
TRC Companies L.L.C. (fka Energize Holdco LLC) | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | Second Lien (2)(3) | | L(M) | + | 6.75% | | 11.13% | | 11/2021 | | 12/2029 | | 10,000 | | | 9,955 | | | 9,419 | | | 1.24 | % | | |
RXB Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(M) | + | 4.50% | | 8.72% | | 07/2021 | | 12/2027 | | 9,850 | | | 9,830 | | | 9,358 | | | 1.23 | % | | |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) | | SOFR(Q) | + | 6.75% | | 10.84% | | 09/2022 | | 10/2029 | | 9,196 | | | 9,062 | | | 9,058 | | | 1.19 | % | | |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(M)* | + | 4.50% + 1.25%/PIK | | 10.13% | | 08/2021 | | 08/2028 | | 7,385 | | | 7,325 | | | 7,137 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 4.50% + 1.25%/PIK | | 10.13% | | 08/2021 | | 08/2028 | | 950 | | | 942 | | | 918 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.50% | | 9.88% | | 08/2021 | | 08/2027 | | 87 | | | 88 | | | 84 | | | | | |
| | | | | | | | | | | | | | 8,422 | | | 8,355 | | | 8,139 | | | 1.07 | % | | |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 6.00% | | 9.74% | | 03/2021 | | 03/2028 | | 7,401 | | | 7,313 | | | 7,350 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 6.00% | | 10.39% | | 03/2021 | | 03/2028 | | 501 | | | 495 | | | 497 | | | | | |
| | | | | | | | | | | | | | 7,902 | | | 7,808 | | | 7,847 | | | 1.03 | % | | |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q) | + | 6.41% | | 10.39% | | 03/2021 | | 04/2028 | | 6,347 | | | 6,309 | | | 6,224 | | | | | |
| | First lien (3) | | SOFR(M) | + | 6.41% | | 10.73% | | 03/2021 | | 04/2028 | | 1,057 | | | 1,052 | | | 1,036 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(S) | + | 6.41% | | 10.14% | | 03/2021 | | 04/2028 | | 453 | | | 449 | | | 444 | | | | | |
| | | | | | | | | | | | | | 7,857 | | | 7,810 | | | 7,704 | | | 1.01 | % | | |
OEConnection LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | SOFR(M) | + | 7.00% | | 11.42% | | 12/2021 | | 09/2027 | | 7,360 | | | 7,297 | | | 7,134 | | | 0.94 | % | | |
Maverick Bidco Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (3) | | L(Q) | + | 6.75% | | 11.16% | | 04/2021 | | 05/2029 | | 6,800 | | | 6,783 | | | 6,548 | | | 0.86 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
29
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | L(Q) | + | 6.00% | | 10.41% | | 03/2020 | | 02/2026 | | $ | 5,374 | | | $ | 5,359 | | | $ | 5,374 | | | | | |
| | First lien (2)(3) | | L(Q) | + | 8.00% | | 12.73% | | 10/2020 | | 08/2026 | | 967 | | | 960 | | | 967 | | | | | |
| | | | | | | | | | | | | | 6,341 | | | 6,319 | | | 6,341 | | | 0.84 | % | | |
Beacon Pointe Harmony, LLC | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2)(3) | | SOFR(M) | + | 5.25% | | 9.38% | | 12/2021 | | 12/2028 | | 5,173 | | | 5,127 | | | 5,028 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(Q) | + | 5.25% | | 9.44% | | 12/2021 | | 12/2028 | | 1,251 | | | 1,240 | | | 1,216 | | | | | |
| | | | | | | | | | | | | | 6,424 | | | 6,367 | | | 6,244 | | | 0.82 | % | | |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2)(3) | | L(M) | + | 5.25% | | 9.42% | | 02/2020 | | 02/2026 | | 6,150 | | | 6,132 | | | 6,150 | | | 0.81 | % | | |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(S) | + | 5.25% | | 10.18% | | 06/2021 | | 06/2027 | | 4,966 | | | 4,926 | | | 4,926 | | | | | |
| | First lien (3)(4) - Drawn | | L(S) | + | 5.25% | | 9.40% | | 06/2021 | | 06/2027 | | 933 | | | 925 | | | 925 | | | | | |
| | | | | | | | | | | | | | 5,899 | | | 5,851 | | | 5,851 | | | 0.77 | % | | |
Therapy Brands Holdings LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | L(M) | + | 6.75% | | 11.10% | | 05/2021 | | 05/2029 | | 6,000 | | | 5,967 | | | 5,784 | | | 0.76 | % | | |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (2)(3) | | L(Q)* | + | 5.25% + 2.00%/PIK | | 11.98% | | 07/2021 | | 07/2027 | | 5,406 | | | 5,359 | | | 4,817 | | | | | |
| | First lien (3)(4) - Drawn | | L(M)* | + | 5.25% + 2.00%/PIK | | 11.63% | | 07/2021 | | 07/2026 | | 596 | | | 591 | | | 531 | | | | | |
| | | | | | | | | | | | | | 6,002 | | | 5,950 | | | 5,348 | | | 0.70 | % | | |
DS Admiral Bidco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien | | SOFR(M) | + | 7.00% | | 11.51% | | 12/2022 | | 12/2029 | | 4,906 | | | 4,832 | | | 4,832 | | | 0.64 | % | | |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(M) | + | 5.50% | | 9.89% | | 10/2021 | | 10/2028 | | 4,382 | | | 4,345 | | | 4,190 | | | | | |
| | First lien (3) | | P(Q) | + | 4.50% | | 12.00% | | 10/2021 | | 10/2028 | | 504 | | | 500 | | | 482 | | | | | |
| | First lien (3)(4) - Drawn | | P(Q) | + | 4.50% | | 12.00% | | 06/2022 | | 10/2028 | | 93 | | | 92 | | | 89 | | | | | |
| | | | | | | | | | | | | | 4,979 | | | 4,937 | | | 4,761 | | | 0.63 | % | | |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(M) | + | 5.75% | | 10.17% | | 02/2022 | | 02/2028 | | 4,656 | | | 4,615 | | | 4,503 | | | 0.59 | % | | |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | L(S) | + | 5.25% | | 10.41% | | 09/2021 | | 09/2027 | | 3,706 | | | 3,691 | | | 3,645 | | | | | |
| | First lien (3) | | L(S) | + | 5.25% | | 10.41% | | 09/2021 | | 09/2027 | | 828 | | | 824 | | | 814 | | | | | |
| | | | | | | | | | | | | | 4,534 | | | 4,515 | | | 4,459 | | | 0.59 | % | | |
Convey Health Solutions, Inc.** | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q) | + | 5.25% | | 9.93% | | 02/2022 | | 09/2026 | | 4,533 | | | 4,477 | | | 4,398 | | | 0.58 | % | | |
eResearchTechnology, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | L(M) | + | 4.50% | | 8.88% | | 01/2021 | | 02/2027 | | 4,912 | | | 4,912 | | | 4,363 | | | 0.57 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
30
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) | | L(M) | + | 5.75% | | 10.13% | | 09/2021 | | 09/2028 | | $ | 2,590 | | | $ | 2,571 | | | $ | 2,547 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 5.75% | | 10.13% | | 09/2021 | | 09/2028 | | 1,814 | | | 1,794 | | | 1,784 | | | | | |
| | | | | | | | | | | | | | 4,404 | | | 4,365 | | | 4,331 | | | 0.57 | % | | |
Calabrio, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3) | | L(Q) | + | 7.00% | | 11.73% | | 04/2021 | | 04/2027 | | 3,986 | | | 3,963 | | | 3,986 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 7.00% | | 11.75% | | 04/2021 | | 04/2027 | | 274 | | | 273 | | | 274 | | | | | |
| | | | | | | | | | | | | | 4,260 | | | 4,236 | | | 4,260 | | | 0.56 | % | | |
TigerConnect, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(Q)* | + | 3.63% + 3.63%/PIK | | 11.49% | | 02/2022 | | 02/2028 | | 4,223 | | | 4,185 | | | 4,121 | | | | | |
| | First lien (2)(3)(4) - Drawn | | SOFR(Q)* | + | 3.63% + 3.63%/PIK | | 11.49% | | 02/2022 | | 02/2028 | | 39 | | | 39 | | | 38 | | | | | |
| | | | | | | | | | | | | | 4,262 | | | 4,224 | | | 4,159 | | | 0.55 | % | | |
Appriss Health, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3) | | L(M) | + | 7.25% | | 11.54% | | 05/2021 | | 05/2027 | | 4,052 | | | 4,021 | | | 4,052 | | | 0.53 | % | | |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) | | SOFR(S) | + | 5.75% | | 10.64% | | 07/2022 | | 06/2028 | | 4,086 | | | 4,048 | | | 4,046 | | | 0.53 | % | | |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | L(Q) | + | 5.50% | | 10.23% | | 07/2021 | | 07/2027 | | 3,652 | | | 3,623 | | | 3,533 | | | | | |
| | First lien (3) | | L(Q) | + | 5.50% | | 10.23% | | 07/2021 | | 07/2027 | | 475 | | | 472 | | | 460 | | | | | |
| | | | | | | | | | | | | | 4,127 | | | 4,095 | | | 3,993 | | | 0.53 | % | | |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3) | | SOFR(Q) | + | 6.75% | | 11.33% | | 11/2022 | | 04/2029 | | 3,755 | | | 3,699 | | | 3,699 | | | 0.49 | % | | |
STATS Intermediate Holdings, LLC** | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | L(Q) | + | 5.25% | | 9.90% | | 08/2021 | | 07/2026 | | 3,932 | | | 3,932 | | | 3,632 | | | 0.48 | % | | |
Quartz Holding Company | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | L(M) | + | 8.00% | | 12.38% | | 10/2020 | | 04/2027 | | 3,000 | | | 2,989 | | | 2,941 | | | 0.39 | % | | |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | SOFR(S) | + | 6.00% | | 10.62% | | 05/2022 | | 05/2029 | | 2,879 | | | 2,853 | | | 2,850 | | | | | |
| | First lien (3)(4) - Drawn | | SOFR(S) | + | 6.00% | | 10.61% | | 05/2022 | | 05/2028 | | 65 | | | 65 | | | 65 | | | | | |
| | | | | | | | | | | | | | 2,944 | | | 2,918 | | | 2,915 | | | 0.38 | % | | |
Barracuda Parent, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(Q) | + | 4.50% | | 8.59% | | 05/2022 | | 08/2029 | | 3,000 | | | 2,957 | | | 2,893 | | | 0.38 | % | | |
Geo Parent Corporation | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q) | + | 5.25% | | 9.44% | | 05/2020 | | 12/2025 | | 2,917 | | | 2,849 | | | 2,845 | | | 0.37 | % | | |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) | | L(Q) | + | 5.75% | | 9.49% | | 06/2021 | | 06/2028 | | 2,861 | | | 2,825 | | | 2,740 | | | | | |
| | First lien (3)(4) - Drawn | | L(M) | + | 4.00% | | 8.29% | | 06/2021 | | 06/2026 | | 85 | | | 85 | | | 81 | | | | | |
| | First lien (3)(4) - Drawn | | L(Q) | + | 5.75% | | 9.76% | | 06/2021 | | 06/2028 | | 22 | | | 22 | | | 21 | | | | | |
| | | | | | | | | | | | | | 2,968 | | | 2,932 | | | 2,842 | | | 0.37 | % | | |
Bluefin Holding, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second Lien (2)(3) | | L(Q) | + | 7.75% | | 12.48% | | 06/2020 | | 09/2027 | | 2,500 | | | 2,403 | | | 2,408 | | | 0.32 | % | | |
The accompanying notes are an integral part of these consolidated financial statements.
31
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Spring Education Group, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Education | | First lien (2) | | L(Q) | + | 4.00% | | 8.73% | | 03/2020 | | 07/2025 | | $ | 2,429 | | | $ | 2,046 | | | $ | 2,380 | | | 0.31 | % | | |
Cloudera, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | Second lien | | L(M) | + | 6.00% | | 10.38% | | 10/2022 | | 10/2029 | | 2,500 | | | 2,069 | | | 2,097 | | | 0.28 | % | | |
TMK Hawk Parent, Corp. | | | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3) | | L(Q) | + | 3.50% | | 8.26% | | 09/2022 | | 08/2024 | | 2,487 | | | 1,566 | | | 1,617 | | | 0.21 | % | | |
YLG Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Drawn | | L(S) | + | 5.00% | | 9.90% | | 10/2021 | | 10/2025 | | 1,531 | | | 1,517 | | | 1,491 | | | 0.20 | % | | |
Vectra Co. | | | | | | | | | | | | | | | | | | | | | | |
Business Products | | First lien (2) | | L(M) | + | 3.25% | | 7.63% | | 03/2020 | | 03/2025 | | 1,366 | | | 1,248 | | | 1,087 | | | 0.14 | % | | |
Virtusa Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | Subordinated | | Fixed(S) | | 7.13% | | 7.13% | | 09/2022 | | 12/2028 | | 1,370 | | | 1,044 | | | 1,046 | | | 0.14 | % | | |
Total Funded Debt Investments - United States | | | | | | | | | | | | | | $ | 1,166,146 | | | $ | 1,154,224 | | | $ | 1,138,523 | | | 149.99 | % | | |
Funded Debt Investments - Netherlands | | | | | | | | | | | | | | | | | | | | | | |
Tahoe Finco, LLC** | | | | | | | | | | | | | | | | | | | | | | |
Information Technology | | First lien (2)(3) | | L(M) | + | 6.00% | | 10.29% | | 10/2021 | | 09/2028 | | $ | 23,010 | | | $ | 22,813 | | | $ | 22,639 | | | 2.98 | % | | |
Total Funded Debt Investments - Netherlands | | | | | | | | | | | | | | $ | 23,010 | | | $ | 22,813 | | | $ | 22,639 | | | 2.98 | % | | |
Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | | | | | | | | | |
Trident Bidco Limited ** | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) | | SOFR(Q) | + | 5.25% | | 9.07% | | 06/2022 | | 06/2029 | | $ | 10,668 | | | $ | 10,569 | | | $ | 10,437 | | | | | |
| | First lien (2)(3) | | SOFR(Q) | + | 5.25% | | 9.07% | | 09/2022 | | 06/2029 | | 1,906 | | | 1,889 | | | 1,866 | | | | | |
| | | | | | | | | | | | | | 12,574 | | | 12,458 | | | 12,303 | | | 1.63 | % | | |
Total Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | $ | 12,574 | | | $ | 12,458 | | | $ | 12,303 | | | 1.63 | % | | |
Fundedd Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd ** | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien | | SOFR(M) | + | 7.25% | | 11.48% | | 12/2022 | | 12/2029 | | $ | 2,245 | | | $ | 2,211 | | | $ | 2,211 | | | 0.29 | % | | |
Funded Debt Investments - Australia | | | | | | | | | | | | | | $ | 2,245 | | | $ | 2,211 | | | $ | 2,211 | | | 0.29 | % | | |
Total Funded Debt Investments | | | | | | | | | | | | | | $ | 1,203,975 | | | $ | 1,191,706 | | | $ | 1,175,676 | | | 154.89 | % | | |
Equity - United States | | | | | | | | | | | | | | | | | | | | | | |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | | | | | | | |
Software | | Ordinary Shares(3)(6) | | — | | — | | — | | 11/2021 | | — | | 10 | | | $ | — | | | $ | — | | | — | % | | |
Total Shares - United States | | | | | | | | | | | | | | | | $ | — | | | $ | — | | | — | % | | |
Total Shares | | | | | | | | | | | | | | | | — | | | — | | | — | % | | |
Total Funded Investments | | | | | | | | | | | | | | | | $ | 1,191,706 | | | $ | 1,175,676 | | | 154.89 | % | | |
Unfunded Debt Investments - United States | | | | | | | | | | | | | | | | | | | | | | |
Associations, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2027 | | $ | 1,476 | | | $ | (6) | | | $ | — | | | — | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
32
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
Coyote Buyer, LLC | | | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2020 | | 02/2025 | | $ | 395 | | | $ | (1) | | | $ | — | | | — | % | | |
Appriss Health, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2021 | | 05/2027 | | 271 | | | (2) | | | — | | | — | % | | |
Bullhorn, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2020 | | 09/2026 | | 374 | | | (3) | | | — | | | — | % | | |
Calabrio, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2021 | | 04/2027 | | 206 | | | (2) | | | — | | | — | % | | |
Diligent Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2020 | | 08/2025 | | 1,658 | | | (21) | | | — | | | — | % | | |
Relativity ODA LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2021 | | 05/2027 | | 1,061 | | | (10) | | | — | | | — | % | | |
Granicus, Inc. | | | | | | | | | | | | | | | | | | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2021 | | 01/2027 | | 802 | | | (6) | | | — | | | — | % | | |
Kele Holdco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2020 | | 02/2026 | | 701 | | | (2) | | | — | | | — | % | | |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2022 | | 04/2024 | | 113 | | | — | | | (1) | | | (0.00) | % | | |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2022 | | 04/2028 | | 282 | | | (4) | | | (2) | | | (0.00) | % | | |
Safety Borrower Holdings LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 333 | | | (1) | | | (5) | | | (0.00) | % | | |
Bottomline Technologies, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2028 | | 844 | | | (8) | | | (8) | | | (0.00) | % | | |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 363 | | | (3) | | | (6) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2023 | | 98 | | | — | | | (2) | | | | | |
| | | | | | | | | | | | | | 461 | | | (3) | | | (8) | | | (0.00) | % | | |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2028 | | 273 | | | (2) | | | (3) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2024 | | 574 | | | — | | | (6) | | | | | |
| | | | | | | | | | | | | | 847 | | | (2) | | | (9) | | | (0.00) | % | | |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2027 | | 288 | | | (2) | | | (9) | | | (0.00) | % | | |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2028 | | 278 | | | (3) | | | (3) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 687 | | | — | | | (7) | | | | | |
| | | | | | | | | | | | | | 965 | | | (3) | | | (10) | | | (0.00) | % | | |
The accompanying notes are an integral part of these consolidated financial statements.
33
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 (3)(4) - Undrawn | | — | | — | | — | | 08/2020 | | 07/2025 | | $ | 1,202 | | | $ | (8) | | | $ | (10) | | | (0.00) | % | | |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2027 | | 484 | | | (4) | | | (4) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2023 | | 763 | | | — | | | (6) | | | | | |
| | | | | | | | | | | | | | 1,247 | | | (4) | | | (10) | | | (0.00) | % | | |
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC) | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 1,420 | | | — | | | (9) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 10/2027 | | 516 | | | (1) | | | (3) | | | | | |
| | | | | | | | | | | | | | 1,936 | | | (1) | | | (12) | | | (0.00) | % | | |
IG Investments Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 1,095 | | | (11) | | | (15) | | | (0.00) | % | | |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 11/2024 | | 514 | | | (5) | | | (15) | | | (0.00) | % | | |
DCA Investment Holding, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2021 | | 03/2023 | | 72 | | | — | | | (1) | | | | | |
| | First lien (4) - Undrawn | | — | | — | | — | | 12/2022 | | 12/2024 | | 938 | | | — | | | (14) | | | | | |
| | | | | | | | | | | | | | 1,010 | | | — | | | (15) | | | (0.00) | % | | |
CG Group Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | |
Specialty Chemicals & Materials | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2026 | | 147 | | | (2) | | | (16) | | | (0.00) | % | | |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3)(4) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2024 | | 5,216 | | | — | | | — | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2028 | | 1,870 | | | (15) | | | (16) | | | | | |
| | | | | | | | | | | | | | 7,086 | | | (15) | | | (16) | | | (0.00) | % | | |
SpecialtyCare, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2026 | | 139 | | | (2) | | | (6) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2021 | | 06/2023 | | 246 | | | — | | | (10) | | | | | |
| | | | | | | | | | | | | | 385 | | | (2) | | | (16) | | | (0.00) | % | | |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2022 | | 10/2028 | | 2,001 | | | (24) | | | (17) | | | (0.00) | % | | |
GS Acquisitionco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2020 | | 05/2026 | | 1,918 | | | (7) | | | (17) | | | (0.00) | % | | |
Infogain Corporation | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2021 | | 07/2026 | | 891 | | | (7) | | | (17) | | | (0.00) | % | | |
The accompanying notes are an integral part of these consolidated financial statements.
34
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
TigerConnect, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2023 | | $ | 135 | | | $ | — | | | $ | (3) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2028 | | 603 | | | (5) | | | (14) | | | | | |
| | | | | | | | | | | | | | 738 | | | (5) | | | (17) | | | (0.00) | % | | |
Ocala Bidco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 05/2024 | | 1,630 | | | — | | | (19) | | | (0.00) | % | | |
NMC Crimson Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2021 | | 03/2023 | | 2,764 | | | — | | | (19) | | | (0.00) | % | | |
OA Buyer, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2028 | | 3,041 | | | (26) | | | (25) | | | (0.00) | % | | |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 895 | | | — | | | (13) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2029 | | 895 | | | (6) | | | (13) | | | | | |
| | | | | | | | | | | | | | 1,790 | | | (6) | | | (26) | | | (0.00) | % | | |
Community Brands ParentCo, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2028 | | 276 | | | (2) | | | (9) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 02/2024 | | 552 | | | — | | | (18) | | | | | |
| | | | | | | | | | | | | | 828 | | | (2) | | | (27) | | | (0.00) | % | | |
Pioneer Topco I, L.P.(6) | | | | | | | | | | | | | | | | | | | | | | |
Pioneer Buyer I, LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 11/2027 | | 2,045 | | | (17) | | | (27) | | | (0.00) | % | | |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 2,883 | | | (18) | | | (28) | | | (0.00) | % | | |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 655 | | | — | | | (29) | | | (0.00) | % | | |
OB Hospitalist Group, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2027 | | 970 | | | (10) | | | (31) | | | (0.01) | % | | |
Daxko Acquisition Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2023 | | 416 | | | — | | | (12) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2027 | | 757 | | | (8) | | | (21) | | | | | |
| | | | | | | | | | | | | | 1,173 | | | (8) | | | (33) | | | (0.01) | % | | |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 09/2027 | | 977 | | | (9) | | | (10) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 2,287 | | | — | | | (23) | | | | | |
| | | | | | | | | | | | | | 3,264 | | | (9) | | | (33) | | | (0.01) | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
35
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 07/2022 | | 07/2024 | | $ | 1,753 | | | $ | — | | | $ | (18) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 791 | | | (8) | | | (22) | | | | | |
| | | | | | | | | | | | | | 2,544 | | | (8) | | | (40) | | | (0.01) | % | | |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2022 | | 09/2024 | | 1,339 | | | — | | | (20) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2022 | | 10/2029 | | 1,339 | | | (19) | | | (20) | | | | | |
| | | | | | | | | | | | | | 2,678 | | | (19) | | | (40) | | | (0.01) | % | | |
Zone Climate Services, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 03/2022 | | 03/2028 | | 2,601 | | | (27) | | | (42) | | | (0.01) | % | | |
Businessolver.com, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2023 | | 3,089 | | | — | | | (43) | | | (0.01) | % | | |
Notorious Topco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Consumer Products | | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 05/2027 | | 1,537 | | | (12) | | | (26) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 11/2021 | | 11/2023 | | 1,230 | | | — | | | (21) | | | | | |
| | | | | | | | | | | | | | 2,767 | | | (12) | | | (47) | | | (0.01) | % | | |
PDQ.com Corporation | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 08/2027 | | 2,206 | | | (9) | | | (52) | | | (0.01) | % | | |
MRI Software LLC | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2020 | | 02/2026 | | 780 | | | (2) | | | (18) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 02/2022 | | 08/2023 | | 1,523 | | | — | | | (35) | | | | | |
| | | | | | | | | | | | | | 2,303 | | | (2) | | | (53) | | | (0.01) | % | | |
Beacon Pointe Harmony, LLC | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 539 | | | (4) | | | (15) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 06/2023 | | 1,440 | | | — | | | (40) | | | | | |
| | | | | | | | | | | | | | 1,979 | | | (4) | | | (55) | | | (0.01) | % | | |
CCBlue Bidco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2023 | | 2,974 | | | — | | | (59) | | | (0.01) | % | | |
Project Essential Bidco, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2021 | | 04/2027 | | 2,241 | | | (14) | | | (69) | | | (0.01) | % | | |
ACI Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2027 | | 701 | | | (7) | | | (24) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2023 | | 1,801 | | | — | | | (61) | | | | | |
| | | | | | | | | | | | | | 2,502 | | | (7) | | | (85) | | | (0.01) | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
36
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | Interest Rate (5) | | Acquisition Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Net Assets | | |
| | | | | | | | | | | | | | | | | | | | | | |
Diamondback Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (3)(4) - Undrawn | | — | | — | | — | | 09/2021 | | 09/2023 | | $ | 4,237 | | | $ | — | | | $ | (97) | | | (0.01) | % | | |
AAH Topco, LLC | | | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2027 | | 1,413 | | | (12) | | | (18) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 12/2023 | | 6,672 | | | — | | | (83) | | | | | |
| | | | | | | | | | | | | | 8,085 | | | (12) | | | (101) | | | (0.01) | % | | |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | | | | | | | |
Packaging | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2023 | | 49 | | | — | | | (1) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2027 | | 1,493 | | | (15) | | | (35) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 2,942 | | | — | | | (69) | | | | | |
| | | | | | | | | | | | | | 4,484 | | | (15) | | | (105) | | | (0.02) | % | | |
Thermostat Purchaser III, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2023 | | 3,145 | | | — | | | (107) | | | (0.02) | % | | |
GraphPAD Software, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 04/2021 | | 04/2027 | | 1,000 | | | (4) | | | (18) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2021 | | 11/2023 | | 5,068 | | | (20) | | | (90) | | | | | |
| | | | | | | | | | | | | | 6,068 | | | (24) | | | (108) | | | (0.02) | % | | |
YLG Holdings, Inc. | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 10/2021 | | 10/2023 | | 4,901 | | | — | | | (128) | | | (0.02) | % | | |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 4,044 | | | — | | | (111) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2028 | | 1,078 | | | — | | | (30) | | | | | |
| | | | | | | | | | | | | | 5,122 | | | — | | | (141) | | | (0.02) | % | | |
Allworth Financial Group, L.P. | | | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (3)(4) - Undrawn | | — | | — | | — | | 01/2022 | | 01/2024 | | 1,971 | | | — | | | (54) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 12/2020 | | 12/2026 | | 3,507 | | | (25) | | | (96) | | | | | |
| | | | | | | | | | | | | | 5,478 | | | (25) | | | (150) | | | (0.02) | % | | |
DECA Dental Holdings LLC | | | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2027 | | 180 | | | (2) | | | (8) | | | | | |
| | First lien (3)(4) - Undrawn | | — | | — | | — | | 08/2021 | | 08/2023 | | 4,044 | | | — | | | (174) | | | | | |
| | | | | | | | | | | | | | 4,224 | | | (2) | | | (182) | | | (0.02) | % | | |
Total Unfunded Debt Investments - United States | | | | | | | | | | | | | | $ | 125,918 | | | $ | (443) | | | $ | (2,246) | | | (0.30) | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
37
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (5) | | Spread (5) | | 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 | | — | | — | | — | | 10/2021 | | 10/2027 | | $ | 1,726 | | | $ | (14) | | | $ | (28) | | | (0.00) | % | | |
Total Unfunded Debt Investments - Netherlands | | | | | | | | | | | | | | $ | 1,726 | | | $ | (14) | | | $ | (28) | | | (0.00) | % | | |
Unfunded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd ** | | | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4) - Undrawn | | — | | — | | — | | 12/2022 | | 12/2028 | | $ | 208 | | | $ | (3) | | | $ | (3) | | | (0.00) | % | | |
Total Unfunded Debt Investments - Australia | | | | | | | | | | | | | | $ | 208 | | | $ | (3) | | | $ | (3) | | | (0.00) | % | | |
Total Unfunded Debt Investments | | | | | | | | | | | | | | $ | 127,852 | | | $ | (460) | | | $ | (2,277) | | | (0.30) | % | | |
Total Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | $ | 1,191,246 | | | $ | 1,173,399 | | | 154.59 | % | | |
Total Investments | | | | | | | | | | | | | | | | $ | 1,191,246 | | | $ | 1,173,399 | | | 154.59 | % | | |
| | | | | | | | | | | | | | | | | | | | | | |
(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), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 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 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.
** 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, 2022, 5.25% 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.
38
NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)
| | | | | | | | | | | |
| | December 31, 2022 | |
Investment Type | | Percent of Total Investments at Fair Value | |
First lien | | 95.04 | % | |
Second lien | | 4.87 | % | |
Subordinated | | 0.09 | % | |
Equity and other | | — | % | (1) |
Total investments | | 100.00 | % | |
(1)As of December 31, 2022, equity and other investments made up less than 0.01% of total investments.
| | | | | | | | |
| | December 31, 2022 |
Industry Type | | Percent of Total Investments at Fair Value |
Software | | 40.61 | % |
Business Services | | 22.10 | % |
Healthcare | | 16.78 | % |
Financial Services | | 7.62 | % |
Consumer Services | | 3.18 | % |
Consumer Products | | 1.94 | % |
Information Technology | | 1.93 | % |
Distribution & Logistics | | 1.85 | % |
Education | | 1.47 | % |
Packaging | | 1.44 | % |
Specialty Chemicals & Materials | | 0.99 | % |
Business Products | | 0.09 | % |
Total investments | | 100.00 | % |
| | | | | | | | |
| | December 31, 2022 |
Interest Rate Type | | Percent of Total Investments at Fair Value |
Floating rates | | 99.91 | % |
Fixed rates | | 0.09 | % |
Total investments | | 100.00 | % |
The accompanying notes are an integral part of these consolidated financial statements.
39
Notes to the Consolidated Financial Statements of
NMF SLF I, Inc.
March 31, 2023
(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, and intends to qualify annually 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 (the "Securities Act"). 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. On October 6, 2022, the Company established NMF SLF I Opportunistic SPV, L.L.C. ("SLF I Opportunistic SPV") as a wholly-owned direct subsidiary. As of March 31, 2023 and December 31, 2022, there were no assets held by SLF I Opportunistic SPV.
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. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose the Company to the risks associated with second lien and subordinated loans to the extent we invest in the “last out” tranche. As of March 31, 2023, the Company's top five industry concentrations were software, business services, healthcare, financial services and consumer 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 and 10 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, 2023.
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 Company's 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 or its fair 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 or its fair 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 the 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 March 31, 2023 and December 31, 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. 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 months ended March 31, 2023 and March 31, 2022, the Company recognized PIK interest from investments of $1,327 and $806, 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 collectability. 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 March 31, 2023 and December 31, 2022, 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 the 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.
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, as amended from time to time (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. On August 16, 2022, the board of directors amended and restated the DRIP, effective as of September 18, 2022 (the "Amendment"). The Amendment clarifies that by "opting out" a stockholder may elect to receive some or all of their dividends or distributions in cash. Additionally, the notice requirement for stockholders to withdraw or modify their elections under the DRIP was amended such that a stockholder must notify the Company's transfer agent and registrar of any changes to their election no later than the day before the start of the quarterly period for which the stockholder desires to receive some or all of the dividend or distribution in cash. For the three months ended March 31, 2023 and March 31, 2022, the Company has issued 3,883,500 and 2,988,215 shares through the DRIP, respectively.
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 March 31, 2023, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
| | | | | | | | | | | |
| Cost | | Fair Value |
First lien | $ | 1,150,853 | | | $ | 1,136,474 | |
Second lien | 61,449 | | | 59,255 | |
Subordinated | 1,054 | | | 1,079 | |
Equity and other(1) | — | | | — | |
Total investments | $ | 1,213,356 | | | $ | 1,196,808 | |
(1)As of March 31, 2023, 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 | $ | 506,730 | | | $ | 501,679 | |
Business Services | 269,784 | | | 267,065 | |
Healthcare | 188,591 | | | 184,337 | |
Financial Services | 92,294 | | | 91,640 | |
Consumer Services | 40,953 | | | 40,770 | |
| | | |
Information Technology | 22,806 | | | 22,883 | |
| | | |
Consumer Products | 23,041 | | | 22,035 | |
Distribution & Logistics | 22,532 | | | 21,687 | |
Packaging | 17,318 | | | 16,990 | |
Education | 15,779 | | | 14,925 | |
Specialty Chemicals & Materials | 12,271 | | | 11,635 | |
| | | |
| | | |
| | | |
Business Products | 1,257 | | | 1,162 | |
Total investments | $ | 1,213,356 | | | $ | 1,196,808 | |
At December 31, 2022, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
| | | | | | | | | | | |
| Cost | | Fair Value |
First lien | $ | 1,130,840 | | | $ | 1,115,219 | |
Second lien | 59,361 | | | 57,133 | |
Subordinated | 1,045 | | | 1,047 | |
Equity and other(1) | — | | | — | |
Total investments | $ | 1,191,246 | | | $ | 1,173,399 | |
(1)As of December 31, 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 | $ | 480,494 | | | $ | 476,479 | |
Business Services | 262,842 | | | 259,347 | |
Healthcare | 201,974 | | | 196,864 | |
Financial Services | 91,188 | | | 89,468 | |
Consumer Services | 37,831 | | | 37,307 | |
Consumer Products | 23,030 | | | 22,759 | |
Information Technology | 22,799 | | | 22,611 | |
Distribution & Logistics | 22,437 | | | 21,670 | |
Education | 17,847 | | | 17,197 | |
Packaging | 17,290 | | | 16,937 | |
Specialty Chemicals & Materials | 12,266 | | | 11,673 | |
Business Products | 1,248 | | | 1,087 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Total investments | $ | 1,191,246 | | | $ | 1,173,399 | |
As of March 31, 2023, the Company had unfunded commitments on revolving credit facilities of $60,649 and no unfunded commitments on bridge facilities. As of March 31, 2023, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $64,992. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of March 31, 2023.
As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $56,169 and no unfunded commitments on bridge facilities. As of December 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $71,683. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2022.
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.
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 March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level I | | Level II | | Level III |
First lien | $ | 1,136,474 | | | $ | — | | | $ | 45,947 | | | $ | 1,090,527 | |
Second lien | 59,255 | | | — | | | 15,114 | | | 44,141 | |
Subordinated | 1,079 | | | — | | | 1,078 | | | 1 | |
Equity and other(1) | — | | | — | | | — | | | — | |
Total investments | $ | 1,196,808 | | | $ | — | | | $ | 62,139 | | | $ | 1,134,669 | |
(1)As of March 31, 2023, 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, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level I | | Level II | | Level III |
First lien | $ | 1,115,219 | | | $ | — | | | $ | 48,157 | | | $ | 1,067,062 | |
Second lien | 57,133 | | | — | | | 13,153 | | | 43,980 | |
| | | | | | | |
Subordinated | 1,047 | | | — | | | 1,046 | | | 1 | |
Equity and other(1) | — | | | — | | | — | | | — | |
Total investments | $ | 1,173,399 | | | $ | — | | | $ | 62,356 | | | $ | 1,111,043 | |
(1)As of December 31, 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 March 31, 2023, 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 March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | Subordinated | | Equity and other |
Fair value, December 31, 2022 (1) | $ | 1,111,043 | | | $ | 1,067,062 | | | $ | 43,980 | | | $ | 1 | | | $ | — | |
Total gains or losses included in earnings: | | | | | | | | | |
Net realized losses on investments | (11) | | | (11) | | | — | | | — | | | — | |
Net change in unrealized appreciation | 1,756 | | | 1,595 | | | 161 | | | — | | | — | |
Purchases, including capitalized PIK and revolver fundings | 46,017 | | | 46,017 | | | — | | | — | | | — | |
Proceeds from sales and paydowns of investments | (14,980) | | | (14,980) | | | — | | | — | | | — | |
Transfers into Level III (2) | 10,207 | | | 10,207 | | | | | — | | | — | |
Transfers out of Level III (2) | (19,363) | | | (19,363) | | | — | | | — | | | — | |
Fair value, March 31, 2023 (1) | $ | 1,134,669 | | | $ | 1,090,527 | | | $ | 44,141 | | | $ | 1 | | | $ | — | |
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | 1,756 | | | $ | 1,595 | | | $ | 161 | | | $ | — | | | $ | — | |
(1)As of December 31, 2022 and March 31, 2023, fair value of equity and other investments was less than $1 thousand.
(2)As of March 31, 2023, 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 three months ended March 31, 2022, 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 March 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | | | Equity and other |
Fair value, December 31, 2021(1) | $ | 903,911 | | | $ | 867,102 | | | $ | 36,809 | | | | | $ | — | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized appreciation | 215 | | | 189 | | | 26 | | | | | — | |
Purchases, including capitalized PIK and revolver fundings | 83,494 | | | 79,140 | | | 4,354 | | | | | — | |
Proceeds from sales and paydowns of investments | (10,630) | | | (10,630) | | | — | | | | | — | |
Transfers into Level III (2) | 11,164 | | | 11,164 | | | — | | | | | — | |
| | | | | | | | | |
Fair value, March 31, 2022(1) | $ | 988,154 | | | $ | 946,965 | | | $ | 41,189 | | | | | $ | — | |
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | 215 | | | $ | 189 | | | $ | 26 | | | | | $ | — | |
(1)As of December 31, 2021 and March 31, 2022, fair value of equity and other investments was less than $1 thousand.
(2)As of March 31, 2022, portfolio investments were transferred into Level III from 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 months ended March 31, 2023 and March 31, 2022. 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 March 31, 2023 and December 31, 2022, 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 March 31,
2023 and December 31, 2022, 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 March 31, 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Range |
Type | | Fair Value as of March 31, 2023 | | Approach | | Unobservable Input | | Low | | High | | Weighted Average (1) |
First lien | | $ | 1,052,881 | | | Market & income approach | | EBITDA multiple | | 8.0x | | 65.0x | | 18.9x |
| | | | | | Revenue multiple | | 4.5x | | 18.0x | | 9.0x |
| | | | | | Discount rate | | 8.0 | % | | 31.6 | % | | 10.3 | % |
| | 37,646 | | | Market quote | | Broker quote | | N/A | | N/A | | N/A |
| | | | | | | | | | | | |
Second lien | | 44,141 | | | Market & income approach | | EBITDA multiple | | 14.0x | | 22.0x | | 16.4x |
| | | | | | Discount rate | | 10.7 | % | | 13.4 | % | | 11.5 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Subordinated | | 1 | | | Market & income approach | | EBITDA multiple | | 19.0x | | 24.5x | | 21.8x |
| | | | | | Discount rate | | 13.1 | % | | 14.4 | % | | 13.8 | % |
Equity and other (2) | | — | | | Market & income approach | | Revenue multiple | | 9.0x | | 11.0x | | 10.0x |
| | | | | | Discount rate | | 15.0 | % | | 15.0 | % | | 15.0 | % |
| | $ | 1,134,669 | | | | | | | | | | | |
(1)Unobservable inputs were weighed by the relative fair value of the investments.
(2)As of March 31, 2023, 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, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Range |
Type | | Fair Value as of December 31, 2022 | | Approach | | Unobservable Input | | Low | | High | | Weighted Average (1) |
First lien | | $ | 1,060,036 | | | Market & income approach | | EBITDA multiple | | 8.7x | | 70.0x | | 18.9x |
| | | | | | Revenue multiple | | 5.0x | | 19.5x | | 9.8x |
| | | | | | Discount rate | | 8.3 | % | | 29.4 | % | | 10.5 | % |
| | | | | | | | | | | | |
| | 7,026 | | | Other | | N/A (2) | | N/A | | N/A | | N/A |
Second lien | | 43,980 | | | Market & income approach | | EBITDA multiple | | 14.0x | | 32.0x | | 20.0x |
| | | | | | Discount rate | | 11.2 | % | | 13.8 | % | | 11.8 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Subordinated | | 1 | | | Market & income approach | | EBITDA multiple | | 23.5x | | 23.5x | | 23.5x |
| | | | | | Discount Rate | | 14.8 | % | | 14.8 | % | | 14.8 | % |
Equity and other (3) | | — | | | Market & income approach | | Revenue multiple | | 10.5x | | 12.5x | | 11.5x |
| | | | | | Discount rate | | 15.0 | % | | 17.0 | % | | 16.0 | % |
| | $ | 1,111,043 | | | | | | | | | | | |
(1)Unobservable inputs were weighed by the relative fair value of the investments.
(2)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.
(3)As of December 31, 2022, fair value of equity and other investments was less than $1 thousand.
The Wells Credit Facility (as defined below) is considered a Level III investment. See Note 6. Borrowings for details.
The following are the principal amount and fair value of the Company’s borrowings as of March 31, 2023. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 | |
| | Principal Amount | | Fair Value | | Principal Amount | | Fair Value | |
Wells Credit Facility | | $ | 388,500 | | | $ | 382,558 | | | $ | 394,500 | | | $ | 388,181 | | |
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, 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, as amended and restated on December 13, 2020 (the "First A&R Investment Management Agreement) and on September 26, 2022 (the "Second A&R Investment Management Agreement" or 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 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. Under the Investment Management Agreement, "Assets Invested" previously meant, 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.
Pursuant to the Second Amended and Restated Investment Management Agreement, the management fee shall be calculated at the blended rate until such time that the Company has $1.0 billion of Assets Invested (as modified by the Second A&R Investment Management Agreement). Upon such time, the Management Fee shall be calculated at the Blended Rate, as defined in the Second A&R Investment Management Agreement, and for the avoidance of doubt, based on the greater of the actual Assets Invested as of the end of any quarter and target Assets Invested for the quarter. The Second A&R Investment Management Agreement modified the definition of "Assets Invested" to mean that as of the end of each quarterly period, the sum of the Company's (i) drawn capital commitments, (ii) the aggregate dollar amount of distributions declared to stockholders from net investment income as of the latest declaration date of any such distribution, less any amounts of such distribution received in cash by stockholders, and (iii) outstanding principal on borrowings. Although the term of the Investment Management Agreement would not have expired until September 26, 2024, the Company's board of directors most recently re-approved the Investment Management Agreement on January 24, 2023, by virtual means in reliance on relief provided by the SEC in response to the COVID-19 pandemic, for a period of 12 months commencing on March 1, 2023. As a condition of the SEC's COVID-19 relief, the board of directors will be required to ratify the re-approval of the Investment Management Agreement at its next in-person meeting.
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") to the Investment Adviser and certain of its affiliates, 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 directors who are not interested persons, as the term is defined in Section 2(a)(19) of the 1940 Act (the "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 complete follow-on investments in the Company's existing portfolio companies with certain affiliates that are private funds if such private funds did not previously hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on 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 continued 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.
On August 30, 2022, New Mountain Finance Corporation and certain of its affiliates, including the Company, received an Order from the SEC which amended its existing Exemptive Order to permit the Company to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
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 "Loan and Security Agreement") 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"). 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 most recent amendment on April 28, 2023, the Wells Credit Facility bears interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 1.70% per annum for Broadly Syndicated Loans (as defined in the First Amendment to the Loan and Security Agreement) and SOFR plus 2.20% per annum for all other investments. Prior to the amendment on April 28, 2023, from June 29, 2021 to April 27, 2023, the Wells Credit Facility bore 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. 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 months ended March 31, 2023 and March 31, 2022:
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| Three Months Ended | | |
(in millions) | March 31, 2023 | | March 31, 2022 | | | | |
Interest expense | $ | 6,547 | | | $ | 2,019 | | | | | |
Non-usage fee | $ | 69 | | | $ | 114 | | | | | |
Amortization of financing costs | $ | 219 | | | $ | 219 | | | | | |
Weighted average interest rate | 6.7 | % | | 2.3 | % | | | | |
Effective interest rate | 7.0 | % | | 2.7 | % | | | | |
Average debt outstanding | $ | 393,761 | | | $ | 357,611 | | | | | |
As of March 31, 2023 and December 31, 2022, the outstanding balance on the Wells Credit Facility was $388,500 and $394,500, respectively, and SLF I SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.
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 for U.S. federal income tax purposes, 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 March 31, 2023, the Company had unfunded commitments on revolving credit facilities of $60,649, no outstanding bridge financing commitments, and other future funding commitments of $64,992. As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $56,169, no outstanding bridge financing commitments, and other future funding commitments of $71,683. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedules of Investments as of March 31, 2023 and December 31, 2022.
The Company also had revolving borrowings available under the Wells Credit Facility as of March 31, 2023 and December 31, 2022. See Note 6. Borrowings, for details.
The Company may from time to time enter into financing commitment letters. As of March 31, 2023 and December 31, 2022, the Company had commitment letters to purchase investments in the aggregate par amount of $0 and $27,362, respectively, which could require funding in the future.
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.
The following table reflects the distributions declared on the Company's common stock for the three months ended March 31, 2023.
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Date Declared | | Record Date | | Payment Date | | Per Share Amount |
March 30, 2023 | | March 31, 2023 | | July 20, 2023 | | $ | 0.3100 | |
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The following table reflects the distributions declared on the Company's common stock for the three months ended March 31, 2022.
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Date Declared | | Record Date | | Payment Date | | Per Share Amount |
March 29, 2022 | | March 30, 2022 | | July 20, 2022 | | $ | 0.2200 | |
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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 months ended March 31, 2023 and March 31, 2022: | | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | | March 31, 2023 | | March 31, 2022 |
Earnings per share—basic & diluted | | | | | | | |
Numerator for basic & diluted earnings per share: | | | | | $ | 25,137 | | | $ | 13,668 | |
Denominator for basic & diluted weighted average share: | | | | | 76,813,682 | | | 70,329,270 | |
Basic & diluted earnings per share: | | | | | $ | 0.33 | | | $ | 0.19 | |
Note 11. Financial Highlights
The following information sets forth the Company's financial highlights for the three months ended March 31, 2023 and March 31, 2022.
| | | | | | | | | | | |
| Three Months Ended |
| March 31, 2023 | | March 31, 2022 |
Per share data: (1) | | | |
Net asset value, December 31, 2022 and December 31, 2021, respectively | $ | 10.29 | | | $ | 10.63 | |
Net investment income | 0.31 | | | 0.22 | |
Net realized and unrealized gains (losses) (2) | 0.02 | | | (0.02) | |
Net increase in net assets resulting from operations | 0.33 | | | 0.20 | |
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Distributions declared to stockholders from net investment income | (0.31) | | | (0.22) | |
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Net asset value, March 31, 2023 and March 31, 2022, respectively | $ | 10.31 | | | $ | 10.61 | |
Total return (3) | 3.26 | % | | 1.85 | % |
Shares outstanding at end of period | 77,633,532 | | | 70,727,699 | |
Average weighted shares outstanding for the period | 76,813,682 | | | 70,329,270 | |
Average net assets for the period | $ | 791,028 | | | $ | 747,829 | |
Ratio to average net assets: | | | |
Net investment income (4) | 12.16 | % | | 8.42 | % |
Total expenses (4) | 4.86 | % | | 2.49 | % |
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Average debt outstanding — Wells Credit Facility | $ | 393,761 | | | $ | 357,611 | |
Asset coverage ratio | 306.08 | % | | 300.06 | % |
Portfolio turnover | 1.86 | % | | 3.78 | % |
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| | | |
Capital Commitments | $ | 690,000 | | | $ | 690,000 | |
Funded Capital Commitments | $ | 690,000 | | | $ | 690,000 | |
% of Capital Commitments funded | 100.00 | % | | 100.00 | % |
(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)The total amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions which for the three months ended March 31, 2023 and March 31, 2022 were $0.00 and $0.01 per share, respectively.
(3)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.
(4)Annualized, except organizational and offering costs.
Note 12. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board (the "FASB") issued ASU 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 years ended December 31, 2022, December 31, 2021 and December 31, 2020. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in
good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded the previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While the Company's board of directors has not elected to designate the Investment Adviser as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Note 13. Subsequent Events
On April 25, 2023, Alice W. Handy notified the Company's board of directors that she was resigning as a director, effective immediately. In submitting her resignation, Ms. Handy did not express any disagreement on any matter relating to the Company's operations, policies or practices. The Nominating and Corporate Governance Committee of the board of directors has been actively searching for Ms. Handy’s successor in accordance with its policies and procedures, and expects to appoint a new director in the near future.
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| Deloitte & Touche LLP 30 Rockefeller Plaza New York, NY 10112 USA Tel: 212 492 4000 Fax: 212 489 1687 www.deloitte.com |
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 subsidiaries (the "Company"), including the consolidated schedule of investments, as of March 31, 2023, and the related consolidated statements of operations, changes in net assets, and cash flows for the three-month periods ended March 31, 2023 and 2022, 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, 2022, 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 13, 2023, 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, 2022, 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
May 15, 2023
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 interest and inflation rates;
•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 and the adequacy of our cash resources and working capital;
•the ability of our portfolio companies to achieve their objectives;
•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our 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, 2022 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, 2022 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, and intend to qualify annually, 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 (the "Securities Act"). 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. 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. On October 6, 2022, we established NMF SLF I Opportunistic SPV, L.L.C., as a wholly-owned direct subsidiary.
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. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last out” tranche. In some cases, our investments may also include equity interests. As of March 31, 2023, our top five industry concentrations were software, business services, healthcare, financial services and consumer services.
As of March 31, 2023, our net assets were approximately $800.6 million and our portfolio had a fair value of approximately $1,196.8 million in 96 portfolio companies.
Recent Developments
On April 25, 2023, Alice W. Handy notified our board of directors that she was resigning as a director, effective immediately. In submitting her resignation, Ms. Handy did not express any disagreement on any matter relating to our operations, policies or practices. The Nominating and Corporate Governance Committee of the board of directors has been actively searching for Ms. Handy’s successor in accordance with its policies and procedures, and expects to appoint a new director in the near future.
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 (the "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 or its fair 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 or its fair 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 the 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 of 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 March 31, 2023.
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 March 31, 2023.
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 months ended March 31, 2023 and March 31, 2022, we recognized PIK interest from investments of approximately $1.3 million and $0.8 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 collectability. 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 March 31, 2023 and December 31, 2022, 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. Our 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 March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | As of March 31, 2023 |
Risk Rating | | Cost | | Percent | | Fair Value | | Percent |
Red | | $ | — | | | — | % | | $ | — | | | — | % |
Orange | | — | | | — | % | | — | | | — | % |
Yellow | | 20.8 | | | 1.7 | % | | 19.4 | | | 1.6 | % |
Green | | 1,192.5 | | | 98.3 | % | | 1,177.4 | | | 98.4 | % |
| | $ | 1,213.3 | | | 100.0 | % | | $ | 1,196.8 | | | 100.0 | % |
As of March 31, 2023, all investments in our portfolio had a Green Risk Rating with the exception of four portfolio companies that had a Yellow Risk Rating.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our board of directors, was approximately $1,196.8 million in 96 portfolio companies at March 31, 2023 and approximately $1,173.4 million in 95 portfolio companies at December 31, 2022.
The following table shows our portfolio and investment activity for the three months ended March 31, 2023 and March 31, 2022:
| | | | | | | | | | | | | | | | |
| | Three Months Ended |
(in millions) | | March 31, 2023 | | March 31, 2022 | | |
New investments in 20 and 23 portfolio companies | | $ | 42.0 | | | $ | 77.3 | | | |
Debt repayments in existing portfolio companies | | (2.8) | | | (12.9) | | | |
Sales of securities in 4 and 6 companies | | (19.0) | | | (27.6) | | | |
Change in unrealized appreciation on 52 and 16 portfolio companies | | 6.7 | | | 0.5 | | | |
Change in unrealized depreciation on 48 and 74 portfolio companies | | (5.4) | | | (4.4) | | | |
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 March 31, 2023 and March 31, 2022
Revenue
| | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | March 31, 2023 | | March 31, 2022 |
Total interest income | | $ | 32,197 | | | $ | 18,842 | |
| | | | |
Fee income | | 1,005 | | | 1,278 | |
Total investment income | | $ | 33,202 | | | $ | 20,120 | |
Our total investment income increased by approximately $13.0 million, or 65%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. For the three months ended March 31, 2023, total investment income of approximately $33.2 million consisted of approximately $30.2 million in cash interest from investments, approximately $1.2 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $0.8 million, and approximately $1.0 million in fee income. The increase in total interest income of approximately $13.3 million during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 was primarily attributable to higher LIBOR and SOFR rates on larger invested balances, driven by the proceeds from the DRIP and higher drawn balances on the Wells Credit Facility (as defined below). Fee income during the three months ended March 31, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and amendment fees received from 8 different portfolio companies.
Operating Expenses
| | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | March 31, 2023 | | March 31, 2022 |
Management fee | | $ | 1,929 | | | $ | 1,625 | |
| | | | |
| | | | |
Interest and other financing expenses | | 6,845 | | | 2,362 | |
Professional fees | | 294 | | | 273 | |
Administrative expenses | | 298 | | | 265 | |
Other general and administrative expenses | | 117 | | | 68 | |
| | | | |
| | | | |
| | | | |
Net expenses | | $ | 9,483 | | | $ | 4,593 | |
Our total net operating expenses increased by approximately $4.8 million for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. Our management fee increased by $0.3 million, which was attributable to larger managed and invested capital balances.
Interest and other financing expenses increased by approximately $4.5 million during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, primarily due to higher LIBOR and SOFR rates on higher drawn balances on the Wells Credit Facility (as defined below).
Professional fees, administrative expenses and other general and administrative expenses for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 remained flat.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | March 31, 2023 | | March 31, 2022 |
Net realized gains on investments | | $ | 119 | | | $ | 2,004 | |
Net change in unrealized appreciation (depreciation) of investments | | 1,299 | | | (3,863) | |
| | | | |
Net realized and unrealized gains (losses) | | $ | 1,418 | | | $ | (1,859) | |
Our net realized gains and unrealized appreciation resulted in a net gain of approximately $1.4 million for the three months ended March 31, 2023 as compared to the net realized gains and unrealized depreciation resulting in a net loss of approximately $1.9 million for the three months ended March 31, 2022. 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 gain for the three months ended March 31, 2023 was primarily driven by the overall increase in market prices of our investments during the period. The net loss for the three months ended March 31, 2022 was primarily driven by amortization of the portfolio, as well as a slight overall decrease in market prices 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 March 31, 2023, our asset coverage ratio was 306.08%.
On March 31, 2023 and December 31, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
| | | | | | | | | | | | | | |
(in millions) | | March 31, 2023 | | December 31, 2022 |
Capital Commitments | | $ | 690.0 | | | $ | 690.0 | |
Unfunded Capital Commitments | | — | | | — | |
% of Capital Commitments funded | | 100.0 | % | | 100.0 | % |
At March 31, 2023 and December 31, 2022, we had cash and cash equivalents of approximately $18.0 million and $16.0 million, respectively. Our cash used in operating activities for the three months ended March 31, 2023 and March 31, 2022, were approximately $8.0 million and $66.6 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 March 31, 2023 and December 31, 2022, we had outstanding commitments to third parties to fund investments totaling $125.6 million and $127.9 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 March 31, 2023 and December 31, 2022, we had commitment letters to purchase investments in the aggregate par amount of $0.0 million and $27.4 million, respectively, which could require funding in the future. As of March 31, 2023 and December 31, 2022, 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 "Loan and Security Agreement") 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"). 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 most recent amendment on April 28, 2023, the Wells Credit Facility bears interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 1.70% per annum for Broadly Syndicated Loans (as defined in the First Amendment to the Loan and Security Agreement) and SOFR plus 2.20% per annum for all other investments. Prior to the amendment on April 28, 2023, from June 29, 2021 to April 27, 2023, the Wells Credit Facility bore 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. 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 March 31, 2023 and December 31, 2022, the outstanding balance on the Wells Credit Facility was $388.5 million and $394.5 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 months ended March 31, 2023 and March 31, 2022.
Contractual Obligations
A summary of our significant contractual payment obligations as of March 31, 2023 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) | $ | 388.5 | | | $ | — | | | $ | 388.5 | | | $ | — | | | $ | — | |
| | | | | | | | | |
(1)Under the terms of the Wells Credit Facility, all outstanding borrowings under that facility ($388.5 million as of March 31, 2023) must be repaid on or before December 23, 2025. As of March 31, 2023, there was approximately $61.5 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 (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 three months ended March 31, 2023 and March 31, 2022 totaled approximately $24.1 million and $15.6 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, 2022 and December 31, 2021, total distributions declared were $72.6 million and $51.9 million, respectively, of which the distributions were comprised of approximately 96.94% and 99.58% respectively, of ordinary income, 3.06% and 0.42%, 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, as amended from time to time (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. On August 16, 2022, the board of directors amended and restated the DRIP, effective as of September 18, 2022 (the "Amendment"). The Amendment clarifies that by "opting out" a stockholder may elect to receive some or all of their dividends or distributions in cash. Additionally, the notice requirement for stockholders to withdraw or modify their elections under the DRIP was amended such that a stockholder must notify the Company's transfer agent and registrar of any changes to their election no later than the day before the start of the quarterly period for which the stockholder desires to receive some or all of the dividend or distribution in cash. For the three months ended March 31, 2023 and March 31, 2022, we have issued 3,883,500 and 2,988,215 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. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions. 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.
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. 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. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as LIBOR and 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. During the three months ended March 31, 2023, certain of the loans held in our portfolio had floating LIBOR or SOFR interest rates. As of March 31, 2023, approximately 99.9% of investments at fair value (excluding unfunded debt investments) represent floating-rate investments with a LIBOR or SOFR floor (includes investments bearing prime interest rate contracts) and approximately 0.1% of our investments at fair value represent fixed-rate investments. Additionally, our Wells Credit Facility is also subject to floating interest rates and is currently paid based on floating 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 March 31, 2023. 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 March 31, 2023. Interest expense on our floating rate revolving credit facility is calculated using the interest rate as of March 31, 2023, 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 March 31, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31, 2023, and are only adjusted for assumed changes in the underlying base interest rates.
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 | | (1.99) | % | |
Base Interest Rate | | — | % | |
+100 Basis Points | | 7.97 | % | |
+200 Basis Points | | 15.94 | % | |
+300 Basis Points | | 23.91 | % | |
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
As of March 31, 2023 (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 March 31, 2023 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 March 31, 2023. 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, 2022, 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 three months ended March 31, 2023 to the risk factors discussed in Item 1A.—Risk Factors in our Annual Report on Form 10-K other than those set forth below.
Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.
The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships, and we are proactively monitoring the financial health of banks with which we (or our portfolio companies) do or may in the future do business. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.
Covenant-lite loans may offer us fewer protections than traditional investments.
Some of our debt investments may have less restrictive covenant terms that provide us with fewer protections, called "covenant-lite" loans, that generally provide for fewer restrictions on the borrower's operations and use of proceeds than do debt instruments that contain traditional financial and operating covenants. In particular, borrowers under such covenant-lite loans often have greater flexibility in how they use proceeds of such borrowings, as well as how they operate their business and manage their financial condition. As a result, we may face challenges in recovering on such covenant-lite loans, to the extent they go into distress, and may lack options that would normally be available to us as a lender under more traditional debt structures.
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:
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Exhibit Number | | Description | |
3.1 | | | | |
3.2 | | | | |
4.1 | | | | |
10.1 | | | | |
10.2 | | | | |
10.3 | | | Second Amendment to Loan and Security Agreement, dated as of April 28, 2023, by and among NMF SLF I SPV, L.L.C., as the borrower, New Mountain Finance Advisers BDC, L.L.C., as the Collateral Manager, NMF SLF I, Inc., as the equityholder and the seller, Wells Fargo Bank, National Association, as the administrative agent, the lender thereto, and Wells Fargo Bank, National Association, as the collateral custodian.* | |
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.
(2)Previously filed in connection with NMF SLF I, Inc.'s Current Report on Form 8-K filed on September 29, 2022.
(3)Previously filed in connection with NMF SLF I, Inc.'s Current Report on Form 8-K filed on August 19, 2022.
* 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 May 15, 2023.
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| NMF SLF I, Inc. |
| By: | | /s/ JOHN R. KLINE |
| | | John R. Kline President, Chief Executive Officer (Principal Executive Officer), and Chairman of the Board of Directors
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| By: | | /s/ LAURA C. HOLSON |
| | | Laura C. Holson Chief Financial Officer (Principal Financial and Accounting Officer), and Chief Operating Officer, and Treasurer |