UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 814-01366
SL Investment Corp.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 85-3472615 (I.R.S. Employer Identification No.) |
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1585 Broadway, New York, NY (Address of principal executive offices) | 10036 (Zip Code) |
1 212-761-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | None | | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 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 ☐ No ☐
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
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Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
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Emerging growth company | ☒ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 10, 2022, there was no established public market for the registrant’s common stock.
As of August 10, 2022, the Registrant had 23,807,951 shares of common stock, $0.001 par value, outstanding.
SL Investment Corp.
TABLE OF CONTENTS
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Part I. Financial Information | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
Part II. Other Information | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
SIGNATURES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of SL Investment Corp.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated statements of assets and liabilities of SL Investment Corp. and subsidiaries (the "Company"), including the consolidated schedule of investments as of June 30, 2022, and the related consolidated statements of operations, changes in net assets for the three-month and six-month periods ended June 30, 2022, and 2021, and of cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, 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 statements of assets and liabilities of the Company including the consolidated schedule of investments as of December 31, 2021, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated March 21, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements of assets and liabilities as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statements 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
New York, NY
August 10, 2022
SL Investment Corp.
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share amounts)
| | | | | | | | | | | | | | |
| | As of |
| | June 30, 2022 | | December 31, 2021 |
| | (Unaudited) | | (Audited) |
Assets | | | | |
Non-controlled/non-affiliated investments, at fair value (amortized cost of $ 980,429 and $885,827 at June 30, 2022 and December 31, 2021, respectively) | | $ | 968,572 | | | $ | 889,065 | |
Cash | | 45,060 | | | 20,232 | |
Deferred financing costs | | 7,009 | | | 6,403 | |
Subscription receivable | | — | | | 33,190 | |
Interest and dividend receivable from non-controlled/non-affiliated investments | | 5,184 | | | 3,468 | |
Receivable for investments sold/repaid | | 267 | | | 53 | |
Prepaid expenses and other assets | | 61 | | | 97 | |
Total assets | | 1,026,153 | | | 952,508 | |
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Liabilities | | | | |
Debt | | 548,400 | | | 503,400 | |
Payable for investments purchased | | 3,096 | | | — | |
Payable to affiliates (Note 3) | | 749 | | | 1,363 | |
Financing costs payable | | 2,441 | | | 2,226 | |
Dividends payable | | 12,160 | | | 11,273 | |
Management fees payable | | 278 | | | 214 | |
Interest payable | | 4,639 | | | 2,416 | |
Accrued expenses and other liabilities | | 1,210 | | | 1,892 | |
Total liabilities | | 572,973 | | | 522,784 | |
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Commitments and Contingencies (Note 7) | | | | |
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Net Assets | | | | |
Series A Preferred stock, par value $0.001 (1,000,000 shares authorized and 521 and 521 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | | 1 | | | 1 | |
Paid-in capital in excess of par value of Series A Preferred Stock | | 520 | | | 520 | |
Common Stock, par value $0.001 per share (100,000,000 shares authorized and 22,109,747 and 20,244,075 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | | 22 | | | 20 | |
Paid-in capital in excess of par value of Common Stock | | 464,374 | | | 424,376 | |
Net distributable earnings (accumulated losses) | | (11,737) | | | 4,807 | |
Total net assets | | 453,180 | | | 429,724 | |
Total liabilities and net assets | | $ | 1,026,153 | | | $ | 952,508 | |
Net asset value per common share | | $ | 20.47 | | | $ | 21.20 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
SL Investment Corp.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
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| | For the Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Investment income: | | | | | | | | |
From non-controlled/non-affiliated investments: | | | | | | | | |
Interest income | | $ | 17,446 | | | $ | 5,075 | | | $ | 33,200 | | | $ | 7,640 | |
Payment-in-kind interest income | | 60 | | | 22 | | | 119 | | | 43 | |
Dividend income | | 66 | | | — | | | 126 | | | — | |
Other income | | 437 | | | 858 | | | 892 | | | 1,004 | |
Total investment income | | 18,009 | | | 5,955 | | | 34,337 | | | 8,687 | |
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Expenses: | | | | | | | | |
Interest expense and other financing expenses | | 5,540 | | | 1,401 | | | 9,650 | | | 2,329 | |
Management fees | | 278 | | | 84 | | | 543 | | | 139 | |
Organization and offering costs | | — | | | 52 | | | — | | | 181 | |
Professional fees | | 238 | | | 213 | | | 516 | | | 394 | |
Directors’ fees | | 52 | | | 51 | | | 103 | | | 101 | |
Administrative service fees | | — | | | 1 | | | — | | | 16 | |
General and other expenses | | 302 | | | 147 | | | 446 | | | 243 | |
Total expenses | | 6,410 | | | 1,949 | | | 11,258 | | | 3,403 | |
Net investment income (loss) before taxes | | 11,599 | | | 4,006 | | | 23,079 | | | 5,284 | |
Excise tax expense | | — | | | — | | | — | | | — | |
Net investment income (loss) after taxes | | 11,599 | | | 4,006 | | | 23,079 | | | 5,284 | |
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Realized and unrealized gains (losses) on investment transactions: | | | | | | | | |
Realized gain (loss) from non-controlled/non-affiliated investments: | | 151 | | | — | | | 215 | | | — | |
Net change in unrealized appreciation (depreciation) from non-controlled/non-affiliated investments: | | (14,296) | | | 1,481 | | | (15,095) | | | 3,353 | |
Net realized and unrealized gains (losses) | | (14,145) | | | 1,481 | | | (14,880) | | | 3,353 | |
Net increase (decrease) in net assets resulting from operations | | (2,546) | | | 5,487 | | | 8,199 | | | 8,637 | |
Preferred Stock dividend | | (16) | | | (15) | | | (32) | | | (31) | |
Net increase (decrease) in net assets resulting from operations attributable to holders of Common Stock | | $ | (2,562) | | | $ | 5,472 | | | $ | 8,167 | | | $ | 8,606 | |
Per common share information—basic and diluted | | | | | | | | |
Net investment income (loss) per common share: | | $ | 0.55 | | | $ | 0.66 | | | $ | 1.11 | | | $ | 1.04 | |
Earnings per common share: | | $ | (0.12) | | | $ | 0.90 | | | $ | 0.39 | | | $ | 1.69 | |
Weighted average common shares outstanding (Note 9): | | 21,248,667 | | | 6,058,001 | | | 20,749,146 | | | 5,095,183 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
SL Investment Corp.
Consolidated Statements of Changes in Net Assets (Unaudited)
(In thousands)
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| | For the Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Net assets at beginning of period | | $ | 427,902 | | | $ | 102,255 | | | $ | 429,724 | | | $ | 77,396 | |
Increase (decrease) in net assets resulting from operations: | | | | | | | | |
Net investment income (loss) | | 11,599 | | | 4,006 | | | 23,079 | | | 5,284 | |
Net realized gain (loss) | | 151 | | | — | | | 215 | | | — | |
Net change in unrealized appreciation (depreciation) | | (14,296) | | | 1,481 | | | (15,095) | | | 3,353 | |
Net increase (decrease) in net assets resulting from operations | | (2,546) | | | 5,487 | | | 8,199 | | | 8,637 | |
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Capital transactions: | | | | | | | | |
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Issuance of Common Stock | | 40,000 | | | 70,000 | | | 40,000 | | | 92,500 | |
Dividends declared on Preferred Stock and Common Stock (Note 8) | | (12,176) | | | (3,482) | | | (24,743) | | | (4,273) | |
Net increase (decrease) in net assets resulting from capital transactions | | 27,824 | | | 66,518 | | | 15,257 | | | 88,227 | |
Total increase (decrease) in net assets | | 25,278 | | | 72,005 | | | 23,456 | | | 96,864 | |
Net assets at end of period | | $ | 453,180 | | | $ | 174,260 | | | $ | 453,180 | | | $ | 174,260 | |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
SL Investment Corp.
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | | | | | | | | |
| | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 |
Cash flows from operating activities: | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 8,199 | | | $ | 8,637 | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | |
Net unrealized (appreciation) depreciation on investments | | 15,095 | | | (3,353) | |
Net realized (gain) loss on investments | | (215) | | | — | |
Net accretion of discount and amortization of premium on investments | | (1,929) | | | (611) | |
Payment-in-kind interest and dividend capitalized | | (238) | | | (43) | |
Amortization of deferred financing costs | | 762 | | | 345 | |
Amortization of deferred offering costs | | — | | | 39 | |
Purchases of investments and change in payable for investments purchased | | (157,748) | | | (258,270) | |
Proceeds from sale of investments and principal repayments and change in receivable for investments sold | | 68,409 | | | 12,162 | |
Changes in operating assets and liabilities: | | | | |
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments | | (1,716) | | | (1,514) | |
(Increase) decrease in prepaid expenses and other assets | | 36 | | | 50 | |
(Decrease) increase in payable to affiliates | | (614) | | | 580 | |
(Decrease) increase in management fee payable | | 64 | | | 57 | |
(Decrease) increase in interest payable | | 2,223 | | | 958 | |
(Decrease) increase in accrued expenses and other liabilities | | (681) | | | 514 | |
Net cash provided by (used in) operating activities | | (68,353) | | | (240,449) | |
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Cash flows from financing activities: | | | | |
Borrowings on debt | | 125,000 | | | 181,400 | |
Repayments on debt | | (80,000) | | | (32,000) | |
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Proceeds from issuance of Common Stock | | 73,190 | | | 92,500 | |
Deferred financing costs paid | | (1,153) | | | (980) | |
Dividends paid in cash | | (23,856) | | | (889) | |
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Net cash provided by (used in) financing activities | | 93,181 | | | 240,031 | |
Net increase (decrease) in cash | | 24,828 | | | (418) | |
Cash, beginning of period | | 20,232 | | | 25,877 | |
Cash, end of period | | $ | 45,060 | | | $ | 25,459 | |
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Supplemental information and non-cash activities: | | | | |
Excise tax paid | | $ | 45 | | | $ | — | |
Interest expense paid | | $ | 5,531 | | | $ | 665 | |
Accrued but unpaid dividends | | $ | 12,160 | | | $ | 3,467 | |
Accrued but unpaid deferred financing costs | | $ | 661 | | | $ | 500 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
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Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
First Lien Debt | | | | | | | | | | | | | | | | | |
Aerospace and Defense | | | | | | | | | | | | | | | | | |
Jonathan Acquisition Company | | (4) (5) (6) | | L + 5.00% | | 7.25% | | 12/22/2026 | | 12,171 | | | $ | 11,934 | | | $ | 11,991 | | | 2.65 | | % |
Jonathan Acquisition Company | | (4) (6) (14) | | L + 5.00% | | 7.25% | | 12/22/2025 | | 1,304 | | | 1,271 | | | 1,276 | | | 0.28 | | |
PCX Holding Corp. | | (4) (5) (6) | | L + 6.25% | | 8.50% | | 04/22/2027 | | 7,853 | | | 7,788 | | | 7,657 | | | 1.69 | | |
PCX Holding Corp. | | (4) (5) (6) | | L + 6.25% | | 8.50% | | 04/22/2027 | | 3,941 | | | 3,854 | | | 3,743 | | | 0.83 | | |
PCX Holding Corp. | | (4) (5) (6) (14) | | L + 6.25% | | 8.50% | | 04/22/2027 | | 106 | | | 100 | | | 86 | | | 0.02 | | |
Two Six Labs, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 08/20/2027 | | 4,720 | | | 4,637 | | | 4,609 | | | 1.02 | | |
Two Six Labs, LLC | | (4) (7) (14) | | L + 5.50% | | 6.25% | | 08/20/2027 | | 912 | | | 888 | | | 869 | | | 0.19 | | |
Two Six Labs, LLC | | (4) (7) (14) | | L + 5.50% | | 6.25% | | 08/20/2027 | | — | | | (16) | | | (22) | | | — | | |
| | | | | | | | | | | | 30,456 | | | 30,209 | | | 6.67 | | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | |
Omni Intermediate Holdings, LLC | | (4) (5) (6) (9) | | L + 5.00% | | 7.10% | | 12/30/2026 | | 14,644 | | | 14,512 | | | 14,352 | | | 3.17 | | |
Omni Intermediate Holdings, LLC | | (4) (5) (6) (9) (14) | | L + 5.00% | | 7.10% | | 12/30/2026 | | 657 | | | 643 | | | 625 | | | 0.14 | | |
Omni Intermediate Holdings, LLC | | (4) (6) (14) | | L + 5.00% | | 7.10% | | 12/30/2025 | | — | | | (13) | | | (27) | | | (0.01) | | |
| | | | | | | | | | | | 15,142 | | | 14,950 | | | 3.30 | | |
Auto Components | | | | | | | | | | | | | | | | | |
CC SAG Holdings Corp. (Spectrum Automotive) | | (4) (5) (7) | | L + 5.75% | | 8.00% | | 06/29/2028 | | 10,187 | | | 10,053 | | | 9,691 | | | 2.14 | | |
CC SAG Holdings Corp. (Spectrum Automotive) | | (4) (7) (14) | | L + 5.75% | | 8.00% | | 06/29/2028 | | 1,419 | | | 1,391 | | | 1,282 | | | 0.28 | | |
CC SAG Holdings Corp. (Spectrum Automotive) | | (4) (7) (14) | | L + 5.75% | | 8.00% | | 06/29/2027 | | — | | | (5) | | | (19) | | | — | | |
Continental Battery Company | | (4) (5) (6) | | L + 6.75% | | 7.75% | | 01/20/2027 | | 6,219 | | | 6,103 | | | 5,971 | | | 1.32 | | |
Sonny's Enterprises, Inc. | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 08/05/2026 | | 5,030 | | | 4,945 | | | 4,834 | | | 1.07 | | |
Sonny's Enterprises, Inc. | | (4) (5) (6) (14) | | L + 6.75% | | 7.75% | | 08/05/2026 | | 4,792 | | | 4,550 | | | 4,228 | | | 0.93 | | |
| | | | | | | | | | | | 27,037 | | | 25,987 | | | 5.73 | | |
Automobiles | | | | | | | | | | | | | | | | | |
ARI Network Services, Inc. | | (4) (5) | | S + 5.50% | | 6.88% | | 02/28/2025 | | 8,931 | | | 8,797 | | | 8,733 | | | 1.93 | | |
ARI Network Services, Inc. | | (4) (5) | | S + 5.50% | | 6.88% | | 02/28/2025 | | 1,564 | | | 1,540 | | | 1,529 | | | 0.34 | | |
ARI Network Services, Inc. | | (4) (14) | | S + 5.50% | | 6.88% | | 02/28/2025 | | 182 | | | 163 | | | 153 | | | 0.03 | | |
Summit Buyer, LLC | | (4) (5) (6) | | L + 5.25% | | 8.13% | | 01/14/2026 | | 9,528 | | | 9,368 | | | 9,199 | | | 2.03 | | |
Summit Buyer, LLC | | (4) (6) (14) | | L + 5.25% | | 8.13% | | 01/14/2026 | | 9,048 | | | 8,860 | | | 8,569 | | | 1.89 | | |
Summit Buyer, LLC | | (4) (6) (14) | | L + 5.25% | | 8.13% | | 01/14/2026 | | — | | | (16) | | | (36) | | | (0.01) | | |
Turbo Buyer, Inc. | | (4) (5) (6) | | L + 6.00% | | 8.88% | | 12/02/2025 | | 16,343 | | | 16,084 | | | 15,818 | | | 3.49 | | |
Turbo Buyer, Inc. | | (4) (6) | | L + 6.00% | | 8.88% | | 12/02/2025 | | 1,496 | | | 1,470 | | | 1,448 | | | 0.32 | | |
| | | | | | | | | | | | 46,266 | | | 45,413 | | | 10.02 | | |
Biotechnology | | | | | | | | | | | | | | | | | |
GraphPad Software, LLC | | (4) (5) (6) | | L + 5.50% | | 7.04% | | 04/27/2027 | | 6,444 | | | 6,389 | | | 6,228 | | | 1.37 | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
GraphPad Software, LLC | | (4) (6) (14) | | L + 5.50% | | 7.04% | | 04/27/2027 | | — | | | $ | (6) | | | $ | (25) | | | (0.01) | | % |
| | | | | | | | | | | | 6,383 | | | 6,203 | | | 1.37 | | |
Chemicals | | | | | | | | | | | | | | | | | |
V Global Holdings, LLC | | (4) (5) (7) | | L + 5.75% | | 6.91% | | 12/22/2027 | | 1,540 | | | 1,510 | | | 1,510 | | | 0.33 | | |
V Global Holdings, LLC | | (4) (7) (14) | | L + 5.75% | | 6.91% | | 12/22/2025 | | 32 | | | 27 | | | 27 | | | 0.01 | | |
| | | | | | | | | | | | 1,537 | | | 1,537 | | | 0.34 | | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | |
365 Retail Markets, LLC | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 12/23/2026 | | 7,444 | | | 7,331 | | | 7,351 | | | 1.62 | | |
365 Retail Markets, LLC | | (4) (6) | | L + 4.75% | | 5.75% | | 12/23/2026 | | 2,382 | | | 2,369 | | | 2,352 | | | 0.52 | | |
365 Retail Markets, LLC | | (4) (6) (14) | | L + 4.75% | | 5.75% | | 12/23/2026 | | 107 | | | 89 | | | 92 | | | 0.02 | | |
Encore Holdings, LLC | | (4) (5) (7) | | L + 4.50% | | 6.73% | | 11/23/2028 | | 9,295 | | | 9,144 | | | 9,090 | | | 2.01 | | |
Encore Holdings, LLC | | (4) (7) (14) | | L + 4.50% | | 6.73% | | 11/23/2028 | | 5,529 | | | 5,339 | | | 5,134 | | | 1.13 | | |
Encore Holdings, LLC | | (4) (7) (14) | | L + 4.50% | | 6.73% | | 11/23/2027 | | — | | | (42) | | | (59) | | | (0.01) | | |
FLS Holding, Inc. | | (4) (5) (6) (10) | | L + 5.25% | | 7.28% | | 12/17/2028 | | 16,581 | | | 16,270 | | | 16,248 | | | 3.59 | | |
FLS Holding, Inc. | | (4) (6) (10) (14) | | L + 5.25% | | 7.28% | | 12/17/2028 | | — | | | (33) | | | (72) | | | (0.02) | | |
FLS Holding, Inc. | | (4) (6) (10) (14) | | L + 5.25% | | 7.28% | | 12/17/2027 | | — | | | (26) | | | (29) | | | (0.01) | | |
KWOR Acquisition, Inc. | | (4) (5) | | L + 5.25% | | 6.99% | | 12/22/2028 | | 878 | | | 866 | | | 861 | | | 0.19 | | |
KWOR Acquisition, Inc. | | (4) (14) | | P + 4.25% | | 9.00% | | 12/22/2027 | | 16 | | | 15 | | | 14 | | | — | | |
MHE Intermediate Holdings, LLC | | (4) (5) (6) | | L + 6.00% | | 7.29% | | 07/21/2027 | | 12,229 | | | 12,016 | | | 12,016 | | | 2.65 | | |
MHE Intermediate Holdings, LLC | | (4) (6) | | L + 6.00% | | 7.29% | | 07/21/2027 | | 1,598 | | | 1,570 | | | 1,570 | | | 0.35 | | |
MHE Intermediate Holdings, LLC | | (4) (6) (14) | | L + 6.00% | | 7.29% | | 07/21/2027 | | — | | | (18) | | | (18) | | | — | | |
PDFTron US Acquisition Corp. | | (4) (5) (6) (10) | | L + 5.50% | | 7.00% | | 07/15/2027 | | 13,101 | | | 12,905 | | | 12,646 | | | 2.79 | | |
PDFTron US Acquisition Corp. | | (4) (5) (6) (10) | | L + 5.50% | | 7.00% | | 07/15/2027 | | 4,200 | | | 4,124 | | | 4,054 | | | 0.89 | | |
PDFTron US Acquisition Corp. | | (4) (6) (10) | | L + 5.50% | | 7.00% | | 07/15/2026 | | 3,300 | | | 3,247 | | | 3,186 | | | 0.70 | | |
Pritchard Industries, LLC | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 10/13/2027 | | 10,997 | | | 10,799 | | | 10,475 | | | 2.31 | | |
Pritchard Industries, LLC | | (4) (7) (14) | | L + 5.50% | | 7.75% | | 10/13/2027 | | 893 | | | 861 | | | 768 | | | 0.17 | | |
Procure Acquireco, Inc. (Procure Analytics) | | (4) (5) (7) | | L + 5.50% | | 8.25% | | 12/20/2028 | | 15,794 | | | 15,497 | | | 15,265 | | | 3.37 | | |
Procure Acquireco, Inc. (Procure Analytics) | | (4) (7) (14) | | L + 5.50% | | 8.25% | | 12/20/2028 | | — | | | (29) | | | (106) | | | (0.02) | | |
Procure Acquireco, Inc. (Procure Analytics) | | (4) (7) (14) | | L + 5.50% | | 8.25% | | 12/20/2028 | | — | | | (17) | | | (32) | | | (0.01) | | |
QW Holding Corporation | | (4) (5) (6) | | L + 5.75% | | 7.04% | | 08/31/2024 | | 3,316 | | | 3,270 | | | 3,270 | | | 0.72 | | |
QW Holding Corporation | | (4) (6) (14) | | L + 5.75% | | 7.04% | | 08/31/2024 | | 379 | | | 371 | | | 371 | | | 0.08 | | |
QW Holding Corporation | | (4) (6) (14) | | L + 5.75% | | 7.04% | | 08/31/2024 | | — | | | (12) | | | (12) | | | — | | |
Sherlock Buyer Corp. | | (4) (5) (7) | | L + 5.75% | | 6.74% | | 12/08/2028 | | 18,647 | | | 18,298 | | | 18,246 | | | 4.03 | | |
Sherlock Buyer Corp. | | (4) (7) (14) | | L + 5.75% | | 6.74% | | 12/08/2028 | | — | | | (50) | | | (116) | | | (0.03) | | |
Sherlock Buyer Corp. | | (4) (7) (14) | | L + 5.75% | | 6.74% | | 12/08/2027 | | — | | | (39) | | | (46) | | | (0.01) | | |
Sweep Purchaser, LLC | | (4) (5) (6) | | L + 5.75% | | 8.00% | | 11/30/2026 | | 2,916 | | | 2,871 | | | 2,871 | | | 0.63 | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
Sweep Purchaser, LLC | | (4) (5) (6) (14) | | L + 5.75% | | 8.00% | | 11/30/2026 | | 1,721 | | | $ | 1,690 | | | $ | 1,690 | | | 0.37 | | % |
Sweep Purchaser, LLC | | (4) (6) (14) | | L + 5.75% | | 8.00% | | 11/30/2026 | | 158 | | | 151 | | | 151 | | | 0.03 | | |
Tamarack Intermediate, LLC | | (4) (5) | | S + 5.75% | | 6.94% | | 03/13/2028 | | 5,500 | | | 5,394 | | | 5,244 | | | 1.16 | | |
Tamarack Intermediate, LLC | | (4) (14) | | S + 5.75% | | 6.94% | | 03/13/2028 | | — | | | (17) | | | (42) | | | (0.01) | | |
Valcourt Holdings II, LLC | | (4) (5) (6) | | L + 5.50% | | 7.73% | | 01/07/2027 | | 8,424 | | | 8,291 | | | 8,378 | | | 1.85 | | |
Valcourt Holdings II, LLC | | (4) (5) (6) | | L + 5.50% | | 7.70% | | 01/07/2027 | | 4,277 | | | 4,208 | | | 4,253 | | | 0.94 | | |
Valcourt Holdings II, LLC | | (4) (6) (14) | | L + 5.50% | | 7.73% | | 01/07/2027 | | 1,663 | | | 1,627 | | | 1,650 | | | 0.36 | | |
VRC Companies, LLC | | (4) (5) (7) | | L + 5.50% | | 8.38% | | 06/29/2027 | | 21,038 | | | 20,765 | | | 20,164 | | | 4.45 | | |
VRC Companies, LLC | | (4) (5) (7) (14) | | L + 5.50% | | 8.38% | | 06/29/2027 | | 1,829 | | | 1,784 | | | 1,682 | | | 0.37 | | |
VRC Companies, LLC | | (4) (7) (14) | | P + 4.50% | | 9.25% | | 06/29/2027 | | 177 | | | 168 | | | 148 | | | 0.03 | | |
| | | | | | | | | | | | 171,047 | | | 168,708 | | | 37.23 | | |
Construction & Engineering | | | | | | | | | | | | | | | | | |
KPSKY Acquisition, Inc. | | (4) (5) (7) | | L + 5.50% | | 7.14% | | 10/19/2028 | | 14,736 | | | 14,465 | | | 14,441 | | | 3.19 | | |
KPSKY Acquisition, Inc. | | (4) (14) | | P + 4.50% | | 9.25% | | 10/19/2028 | | 1,589 | | | 1,540 | | | 1,519 | | | 0.34 | | |
| | | | | | | | | | | | 16,005 | | | 15,960 | | | 3.52 | | |
Containers & Packaging | | | | | | | | | | | | | | | | | |
BP Purchaser, LLC | | (4) (5) (7) | | L + 5.50% | | 7.19% | | 12/11/2028 | | 23,605 | | | 23,163 | | | 22,272 | | | 4.91 | | |
Fortis Solutions Group, LLC | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 10/13/2028 | | 8,280 | | | 8,128 | | | 8,128 | | | 1.79 | | |
Fortis Solutions Group, LLC | | (4) (7) (14) | | L + 5.50% | | 7.75% | | 10/13/2028 | | 2,275 | | | 2,214 | | | 2,214 | | | 0.49 | | |
Fortis Solutions Group, LLC | | (4) (7) (9) (14) | | L + 5.50% | | 7.75% | | 10/15/2028 | | — | | | (15) | | | (15) | | | — | | |
Fortis Solutions Group, LLC | | (4) (7) (14) | | L + 5.50% | | 7.75% | | 10/15/2027 | | 77 | | | 57 | | | 57 | | | 0.01 | | |
| | | | | | | | | | | | 33,547 | | | 32,656 | | | 7.21 | | |
Distributors | | | | | | | | | | | | | | | | | |
48Forty Solutions, LLC | | (4) (5) (6) | | S + 6.00% | | 7.22% | | 11/30/2026 | | 8,653 | | | 8,486 | | | 8,486 | | | 1.87�� | | |
48Forty Solutions, LLC | | (4) (6) (14) | | S + 6.00% | | 7.22% | | 11/30/2026 | | — | | | (3) | | | (3) | | | — | | |
48Forty Solutions, LLC | | (4) (6) (14) | | S + 6.00% | | 7.22% | | 11/30/2026 | | — | | | (29) | | | (29) | | | (0.01) | | |
PT Intermediate Holdings III, LLC | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 11/01/2028 | | 15,218 | | | 15,077 | | | 14,990 | | | 3.31 | | |
PT Intermediate Holdings III, LLC | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 11/01/2028 | | 8,467 | | | 8,388 | | | 8,341 | | | 1.84 | | |
| | | | | | | | | | | | 31,919 | | | 31,785 | | | 7.01 | | |
Diversified Consumer Services | | | | | | | | | | | | | | | | | |
Heartland Home Services | | (4) (7) (14) | | L + 5.75% | | 7.37% | | 12/15/2026 | | 1,192 | | | 1,180 | | | 1,091 | | | 0.24 | | |
Lightspeed Solution,LLC | | (4) (5) | | S + 6.00% | | 7.53% | | 03/01/2028 | | 3,780 | | | 3,708 | | | 3,636 | | | 0.80 | | |
Lightspeed Solution,LLC | | (4) (14) | | S + 6.00% | | 7.53% | | 03/01/2028 | | — | | | (11) | | | (47) | | | (0.01) | | |
LUV Car Wash Group, LLC | | (4) (5) (6) (14) | | L + 5.50% | | 6.50% | | 12/09/2026 | | 646 | | | 637 | | | 622 | | | 0.14 | | |
Mammoth Holdings, LLC | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 10/16/2023 | | 3,461 | | | 3,443 | | | 3,429 | | | 0.76 | | |
Mammoth Holdings, LLC | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 10/16/2023 | | 15,493 | | | 15,410 | | | 15,356 | | | 3.39 | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
Mammoth Holdings, LLC | | (4) (6) (14) | | L + 6.00% | | 7.00% | | 10/16/2023 | | — | | | $ | (2) | | | $ | (4) | | | — | | % |
| | | | | | | | | | | | 24,365 | | | 24,083 | | | 5.31 | | |
Diversified Financial Services | | | | | | | | | | | | | | | | | |
Everest Intermediate, Ltd | | (4) (6) (10) (14) | | S + 5.75% | | 7.75% | | 05/25/2028 | | — | | | (4) | | | (4) | | | — | | |
Everest Intermediate, Ltd | | (4) (7) (10) | | S + 5.75% | | 7.75% | | 05/25/2029 | | 1,404 | | | 1,376 | | | 1,376 | | | 0.30 | | |
SitusAMC Holdings Corp. | | (4) (5) (7) | | L + 5.75% | | 8.00% | | 12/22/2027 | | 7,182 | | | 7,115 | | | 6,911 | | | 1.53 | | |
Smarsh, Inc. | | (4) (5) | | S + 6.50% | | 7.25% | | 02/16/2029 | | 4,286 | | | 4,204 | | | 4,176 | | | 0.92 | | |
Smarsh, Inc. | | (4) (14) | | S + 6.50% | | 7.25% | | 02/16/2029 | | — | | | (5) | | | (7) | | | — | | |
Smarsh, Inc. | | (4) (14) | | S + 6.50% | | 7.25% | | 02/16/2029 | | — | | | (10) | | | (28) | | | (0.01) | | |
| | | | | | | | | | | | 12,676 | | | 12,424 | | | 2.74 | | |
Food Products | | | | | | | | | | | | | | | | | |
Teasdale Foods, Inc. (Teasdale Latin Foods) | | (4) (5) (6) | | L + 6.25%; 1.00% PIK | | 8.88% | | 12/18/2025 | | 3,586 | | | 3,533 | | | 2,958 | | | 0.65 | | |
Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | |
Performance Health Holdings, Inc. | | (4) (5) (6) | | L + 6.00% | | 8.88% | | 07/12/2027 | | 4,028 | | | 3,958 | | | 3,911 | | | 0.86 | | |
Health Care Providers & Services | | | | | | | | | | | | | | | | | |
Bearcat Buyer, Inc. | | (4) (5) (6) | | L + 4.75% | | 7.00% | | 07/09/2026 | | 6,808 | | | 6,680 | | | 6,686 | | | 1.48 | | |
Bearcat Buyer, Inc. | | (4) (5) (6) (14) | | L + 4.75% | | 7.00% | | 07/09/2026 | | 6,230 | | | 6,105 | | | 6,109 | | | 1.35 | | |
DCA Investment Holdings, LLC | | (4) (5) | | S + 6.00% | | 6.75% | | 04/03/2028 | | 4,763 | | | 4,705 | | | 4,718 | | | 1.04 | | |
DCA Investment Holdings, LLC | | (4) (5) (14) | | S + 6.00% | | 6.75% | | 04/03/2028 | | 795 | | | 776 | | | 783 | | | 0.17 | | |
Gateway US Holdings, Inc. | | (4) (5) (7) (10) | | S + 5.50% | | 8.23% | | 09/22/2024 | | 754 | | | 747 | | | 747 | | | 0.16 | | |
Gateway US Holdings, Inc. | | (4) (7) (10) (14) | | S + 5.50% | | 8.23% | | 09/22/2024 | | 41 | | | 39 | | | 39 | | | 0.01 | | |
Gateway US Holdings, Inc. | | (4) (7) (10) (14) | | S + 5.50% | | 8.23% | | 09/22/2024 | | 2 | | | 1 | | | 1 | | | — | | |
Heartland Veterinary Partners, LLC | | (4) (5) | | L + 4.75% | | 6.19% | | 12/10/2026 | | 3,895 | | | 3,860 | | | 3,823 | | | 0.84 | | |
Heartland Veterinary Partners, LLC | | (4) (6) (14) | | L + 4.75% | | 6.19% | | 12/10/2026 | | 2,364 | | | 2,286 | | | 2,203 | | | 0.49 | | |
Heartland Veterinary Partners, LLC | | (4) (6) (14) | | L + 4.75% | | 6.19% | | 12/10/2026 | | — | | | (7) | | | (14) | | | — | | |
Promptcare Infusion Buyer, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.12% | | 09/01/2027 | | 3,908 | | | 3,839 | | | 3,764 | | | 0.83 | | |
Promptcare Infusion Buyer, Inc. | | (4) (6) (14) | | L + 6.00% | | 7.12% | | 09/01/2027 | | 380 | | | 362 | | | 319 | | | 0.07 | | |
Southern Veterinary Partners, LLC | | (4) (9) | | S + 5.50% | | 7.70% | | 06/28/2027 | | 286 | | | 280 | | | 280 | | | 0.06 | | |
Stepping Stones Healthcare Services, LLC | | (4) (5) (7) | | L + 5.75% | | 8.00% | | 01/02/2029 | | 4,364 | | | 4,302 | | | 4,181 | | | 0.92 | | |
Stepping Stones Healthcare Services, LLC | | (4) (7) (14) | | L + 5.75% | | 8.00% | | 01/02/2029 | | — | | | (6) | | | (52) | | | (0.01) | | |
Stepping Stones Healthcare Services, LLC | | (4) (7) (14) | | L + 5.75% | | 8.00% | | 12/30/2026 | | — | | | (8) | | | (26) | | | (0.01) | | |
Suveto Buyer, LLC | | (4) (5) (7) (14) | | L + 5.00% | | 7.25% | | 09/09/2027 | | 4,747 | | | 4,699 | | | 4,574 | | | 1.01 | | |
Suveto Buyer, LLC | | (4) (14) | | P + 4.00% | | 8.75% | | 09/09/2027 | | 153 | | | 145 | | | 139 | | | 0.03 | | |
Vardiman Black Holdings, LLC | | (4) (5) | | S + 8.00% | | 8.78% | | 03/18/2027 | | 2,286 | | | 2,264 | | | 2,172 | | | 0.48 | | |
Vardiman Black Holdings, LLC | | (4) (14) | | S + 8.00% | | 8.78% | | 03/18/2027 | | 976 | | | 959 | | | 841 | | | 0.19 | | |
Vermont Aus Pty Ltd | | (4) (9) (10) | | S + 5.50% | | 7.55% | | 03/23/2028 | | 500 | | | 487 | | | 487 | | | 0.11 | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | $ | 42,515 | | | $ | 41,774 | | | 9.22 | | % |
Health Care Technology | | | | | | | | | | | | | | | | | |
Lightspeed Buyer, Inc. | | (4) (5) (6) | | L + 5.75% | | 7.14% | | 02/03/2026 | | 4,244 | | | 4,158 | | | 4,141 | | | 0.91 | | |
Lightspeed Buyer, Inc. | | (4) (5) (6) (14) | | L + 5.75% | | 7.14% | | 02/03/2026 | | 3,094 | | | 3,013 | | | 2,985 | | | 0.66 | | |
| | | | | | | | | | | | 7,171 | | | 7,126 | | | 1.57 | | |
Insurance Services | | | | | | | | | | | | | | | | | |
Foundation Risk Partners, Corp. | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 10/29/2028 | | 18,507 | | | 18,251 | | | 18,237 | | | 4.02 | | |
Foundation Risk Partners, Corp. | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 10/29/2028 | | 4,025 | | | 3,970 | | | 3,966 | | | 0.88 | | |
Foundation Risk Partners, Corp. | | (4) (7) (14) | | L + 5.50% | | 7.75% | | 10/29/2027 | | — | | | (26) | | | (29) | | | (0.01) | | |
Galway Borrower, LLC | | (4) (5) (7) | | L + 5.25% | | 7.50% | | 09/29/2028 | | 12,181 | | | 11,966 | | | 11,959 | | | 2.64 | | |
Galway Borrower, LLC | | (4) (7) (14) | | L + 5.25% | | 7.50% | | 09/29/2028 | | 257 | | | 228 | | | 223 | | | 0.05 | | |
Galway Borrower, LLC | | (4) (7) (14) | | L + 5.25% | | 7.50% | | 09/30/2027 | | 290 | | | 275 | | | 274 | | | 0.06 | | |
Higginbotham Insurance Agency, Inc. | | (4) (5) (7) | | L + 5.50% | | 7.17% | | 11/25/2026 | | 6,192 | | | 6,119 | | | 6,085 | | | 1.34 | | |
High Street Buyer, Inc. | | (4) (5) (7) | | L + 6.00% | | 7.67% | | 04/14/2028 | | 4,304 | | | 4,230 | | | 4,282 | | | 0.94 | | |
High Street Buyer, Inc. | | (4) (5) (7) | | L + 6.00% | | 7.67% | | 04/14/2028 | | 17,283 | | | 16,978 | | | 17,195 | | | 3.79 | | |
High Street Buyer, Inc. | | (4) (7) (14) | | L + 6.00% | | 7.67% | | 04/16/2027 | | — | | | (15) | | | (5) | | | — | | |
Integrity Marketing Acquisition, LLC | | (4) (5) (6) | | L + 5.75% | | 7.74% | | 08/27/2025 | | 24,724 | | | 24,459 | | | 24,234 | | | 5.35 | | |
Integrity Marketing Acquisition, LLC | | (4) (5) (7) | | L + 5.50% | | 7.74% | | 08/27/2025 | | 7,448 | | | 7,366 | | | 7,300 | | | 1.61 | | |
Keystone Agency Investors | | (4) (5) (6) | | S + 6.00% | | 8.20% | | 05/03/2027 | | 2,466 | | | 2,431 | | | 2,431 | | | 0.54 | | |
Keystone Agency Investors | | (4) (6) (14) | | S + 6.00% | | 8.20% | | 05/03/2027 | | 2,578 | | | 2,531 | | | 2,530 | | | 0.56 | | |
Oakbridge Insurance Agency LLC | | (4) (5) (6) | | S + 5.75% | | 7.95% | | 12/31/2026 | | 165 | | | 163 | | | 159 | | | 0.04 | | |
Oakbridge Insurance Agency LLC | | (4) (6) (14) | | S + 5.75% | | 7.95% | | 12/31/2026 | | 57 | | | 46 | | | 4 | | | — | | |
Oakbridge Insurance Agency LLC | | (4) (6) (14) | | S + 5.75% | | 7.95% | | 12/31/2026 | | 11 | | | 10 | | | 9 | | | — | | |
Peter C. Foy & Associates Insurance Services, LLC | | (4) (5) (7) | | L + 6.00% | | 7.81% | | 11/01/2028 | | 7,737 | | | 7,663 | | | 7,621 | | | 1.68 | | |
Peter C. Foy & Associates Insurance Services, LLC | | (4) (5) (7) (14) | | L + 6.00% | | 7.81% | | 11/01/2028 | | 2,070 | | | 2,046 | | | 2,028 | | | 0.45 | | |
Peter C. Foy & Associates Insurance Services, LLC | | (4) (7) (14) | | L + 6.00% | | 7.81% | | 11/01/2027 | | — | | | (3) | | | (5) | | | — | | |
RSC Acquisition, Inc. | | (4) (5) (7) | | L + 5.50% | | 7.44% | | 10/30/2026 | | 5,413 | | | 5,365 | | | 5,360 | | | 1.18 | | |
RSC Acquisition, Inc. | | (4) (7) (14) | | L + 5.50% | | 7.44% | | 10/30/2026 | | 2,252 | | | 2,206 | | | 2,201 | | | 0.49 | | |
World Insurance Associates, LLC | | (4) (5) (6) | | S + 5.75% | | 7.80% | | 04/01/2026 | | 15,006 | | | 14,691 | | | 14,706 | | | 3.25 | | |
World Insurance Associates, LLC | | (4) (5) (6) | | S + 5.75% | | 7.80% | | 04/01/2026 | | 11,712 | | | 11,504 | | | 11,478 | | | 2.53 | | |
World Insurance Associates, LLC | | (4) (6) (14) | | S + 5.75% | | 7.80% | | 04/01/2026 | | 388 | | | 374 | | | 369 | | | 0.08 | | |
| | | | | | | | | | | | 142,828 | | | 142,612 | | | 31.47 | | |
Interactive Media & Services | | | | | | | | | | | | | | | | | |
FMG Suite Holdings, LLC | | (4) (5) (6) | | L + 5.50% | | 6.25% | | 10/30/2026 | | 9,512 | | | 9,356 | | | 9,304 | | | 2.05 | | |
FMG Suite Holdings, LLC | | (4) (5) (6) (14) | | L + 5.50% | | 6.25% | | 10/30/2026 | | — | | | (35) | | | (49) | | | (0.01) | | |
FMG Suite Holdings, LLC | | (4) (5) (6) (14) | | L + 5.50% | | 6.25% | | 10/30/2026 | | — | | | (18) | | | (25) | | | (0.01) | | |
MSM Acquisitions, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.63% | | 12/09/2026 | | 11,377 | | | 11,225 | | | 11,114 | | | 2.45 | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
MSM Acquisitions, Inc. | | (4) (6) (14) | | L + 6.00% | | 7.63% | | 12/09/2026 | | 4,559 | | | $ | 4,454 | | | $ | 4,221 | | | 0.93 | | % |
MSM Acquisitions, Inc. | | (4) (6) (14) | | P + 5.00% | | 7.63% | | 12/09/2026 | | 414 | | | 395 | | | 384 | | | 0.08 | | |
Triple Lift, Inc. | | (4) (5) (7) | | L + 5.75% | | 6.58% | | 05/08/2028 | | 11,880 | | | 11,674 | | | 11,337 | | | 2.50 | | |
Triple Lift, Inc. | | (4) (7) (14) | | L + 5.75% | | 6.58% | | 05/08/2028 | | 657 | | | 629 | | | 579 | | | 0.13 | | |
| | | | | | | | | | | | 37,680 | | | 36,865 | | | 8.13 | | |
IT Services | | | | | | | | | | | | | | | | | |
Atlas Purchaser, Inc. | | (5) (7) | | L + 5.25% | | 6.62% | | 05/08/2028 | | 3,843 | | | 3,777 | | | 3,151 | | | 0.70 | | |
Donuts, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 12/29/2026 | | 6,156 | | | 6,057 | | | 6,061 | | | 1.34 | | |
Donuts, Inc. | | (4) (5) (6) | | S + 6.00% | | 7.00% | | 12/29/2027 | | 3,385 | | | 3,385 | | | 3,332 | | | 0.74 | | |
Donuts, Inc. | | (4) (6) (14) | | S + 6.00% | | 7.00% | | 12/29/2027 | | — | | | — | | | (24) | | | (0.01) | | |
Govbrands Intermediate, Inc. | | (4) (5) (7) | | L + 5.50% | | 7.75% | | 08/04/2027 | | 17,126 | | | 16,752 | | | 16,496 | | | 3.64 | | |
Govbrands Intermediate, Inc. | | (4) (5) (7) (14) | | L + 5.50% | | 7.75% | | 08/04/2027 | | 3,853 | | | 3,750 | | | 3,646 | | | 0.80 | | |
Govbrands Intermediate, Inc. | | (4) (7) (14) | | L + 5.50% | | 7.75% | | 08/04/2027 | | — | | | (39) | | | (67) | | | (0.01) | | |
Long Term Care Group, Inc. | | (4) (5) (7) | | L + 6.00% | | 7.25% | | 09/08/2027 | | 1,995 | | | 1,957 | | | 1,957 | | | 0.43 | | |
Redwood Services Group, LLC | | (4) (7) | | S + 6.00% | | 7.70% | | 06/15/2029 | | 1,818 | | | 1,781 | | | 1,781 | | | 0.39 | | |
Redwood Services Group, LLC | | (4) (7) (14) | | S + 6.00% | | 7.70% | | 06/15/2029 | | — | | | (4) | | | (4) | | | — | | |
Syntax Systems Ltd | | (4) (5) (7) (10) | | L + 5.50% | | 7.17% | | 10/29/2028 | | 15,271 | | | 15,130 | | | 14,428 | | | 3.18 | | |
Syntax Systems Ltd | | (4) (7) (10) (14) | | L + 5.50% | | 7.17% | | 10/29/2028 | | — | | | (36) | | | (221) | | | (0.05) | | |
Syntax Systems Ltd | | (4) (7) (10) (14) | | L + 5.50% | | 7.17% | | 10/29/2026 | | 894 | | | 880 | | | 805 | | | 0.18 | | |
Thrive Buyer, Inc. (Thrive Networks) | | (4) (5) (6) | | L + 6.00% | | 8.25% | | 01/22/2027 | | 7,281 | | | 7,162 | | | 7,269 | | | 1.60 | | |
Thrive Buyer, Inc. (Thrive Networks) | | (4) (5) (6) (14) | | L + 6.00% | | 8.25% | | 01/22/2027 | | 6,070 | | | 5,960 | | | 6,060 | | | 1.34 | | |
Thrive Buyer, Inc. (Thrive Networks) | | (4) (5) (6) (14) | | L + 6.00% | | 8.25% | | 01/22/2027 | | 91 | | | 80 | | | 89 | | | 0.02 | | |
Upstack Holdco, Inc. | | (4) (5) (6) | | L + 5.50% | | 7.71% | | 08/20/2027 | | 4,194 | | | 4,101 | | | 4,165 | | | 0.92 | | |
Upstack Holdco, Inc. | | (4) (5) (6) (14) | | L + 5.50% | | 7.71% | | 08/20/2027 | | 1,418 | | | 1,378 | | | 1,405 | | | 0.31 | | |
Upstack Holdco, Inc. | | (4) (6) (14) | | L + 5.50% | | 7.71% | | 08/20/2027 | | — | | | (9) | | | (3) | | | — | | |
| | | | | | | | | | | | 72,062 | | | 70,326 | | | 15.52 | | |
Leisure Products | | | | | | | | | | | | | | | | | |
GSM Acquisition Corp. (GSM Outdoors) | | (4) (5) (6) | | S + 5.00% | | 7.14% | | 11/16/2026 | | 19,784 | | | 19,599 | | | 19,681 | | | 4.34 | | |
GSM Acquisition Corp. (GSM Outdoors) | | (4) (5) (6) | | S + 5.00% | | 7.14% | | 11/16/2026 | | 1,688 | | | 1,671 | | | 1,679 | | | 0.37 | | |
GSM Acquisition Corp. (GSM Outdoors) | | (4) (6) (14) | | S + 5.00% | | 7.14% | | 11/16/2026 | | 1,125 | | | 1,109 | | | 1,117 | | | 0.25 | | |
| | | | | | | | | | | | 22,379 | | | 22,477 | | | 4.96 | | |
Machinery | | | | | | | | | | | | | | | | | |
Answer Target Holdco, LLC | | (4) (5) (6) | | L + 5.75% | | 8.00% | | 12/30/2026 | | 12,935 | | | 12,694 | | | 12,462 | | | 2.75 | | |
Answer Target Holdco, LLC | | (4) (6) (14) | | L + 5.75% | | 8.00% | | 12/30/2026 | | — | | | (18) | | | (37) | | | (0.01) | | |
| | | | | | | | | | | | 12,676 | | | 12,425 | | | 2.74 | | |
Multi-Utilities | | | | | | | | | | | | | | | | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
AWP Group Holdings, Inc. | | (4) (5) (6) | | L + 4.75% | | 6.91% | | 12/22/2027 | | 10,735 | | | $ | 10,602 | | | $ | 10,487 | | | 2.31 | | % |
AWP Group Holdings, Inc. | | (4) (5) (6) (14) | | L + 4.75% | | 6.91% | | 12/22/2027 | | 1,575 | | | 1,545 | | | 1,502 | | | 0.33 | | |
AWP Group Holdings, Inc. | | (4) (6) (14) | | L + 4.75% | | 6.91% | | 12/22/2026 | | 742 | | | 721 | | | 698 | | | 0.15 | | |
Ground Penetrating Radar Systems, LLC | | (4) (5) (6) | | S + 4.75% | | 6.27% | | 06/26/2026 | | 4,440 | | | 4,372 | | | 4,321 | | | 0.95 | | |
Ground Penetrating Radar Systems, LLC | | (4) (6) (14) | | S + 4.75% | | 6.27% | | 06/26/2025 | | 281 | | | 271 | | | 262 | | | 0.06 | | |
Vessco Midco Holdings, LLC | | (4) (5) (6) | | L + 4.50% | | 7.38% | | 11/02/2026 | | 5,443 | | | 5,402 | | | 5,387 | | | 1.19 | | |
Vessco Midco Holdings, LLC | | (4) (5) (6) | | L + 4.50% | | 7.38% | | 11/02/2026 | | 3,545 | | | 3,520 | | | 3,509 | | | 0.77 | | |
Vessco Midco Holdings, LLC | | (4) (14) | | P + 3.50% | | 8.25% | | 10/18/2026 | | 199 | | | 192 | | | 190 | | | 0.04 | | |
| | | | | | | | | | | | 26,625 | | | 26,356 | | | 5.82 | | |
Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | | | |
Energy Labs Holdings Corp. | | (4) (5) (6) | | S + 5.25% | | 6.25% | | 04/07/2028 | | 390 | | | 384 | | | 384 | | | 0.08 | | |
Energy Labs Holdings Corp. | | (4) (6) (14) | | S + 5.25% | | 6.25% | | 04/07/2028 | | — | | | (1) | | | (1) | | | — | | |
Energy Labs Holdings Corp. | | (4) (6) (14) | | S + 5.25% | | 6.25% | | 04/07/2028 | | 12 | | | 11 | | | 11 | | | — | | |
| | | | | | | | | | | | 394 | | | 394 | | | 0.09 | | |
Professional Services | | | | | | | | | | | | | | | | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (5) (6) | | L + 6.25% | | 7.25% | | 03/10/2027 | | 8,019 | | | 7,871 | | | 7,970 | | | 1.76 | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (6) (14) | | L + 6.25% | | 7.25% | | 03/10/2027 | | 840 | | | 827 | | | 831 | | | 0.18 | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (6) (14) | | L + 6.25% | | 7.25% | | 03/10/2027 | | — | | | (11) | | | (4) | | | — | | |
Bullhorn, Inc. | | (4) (6) | | L + 5.75% | | 8.00% | | 09/30/2026 | | 172 | | | 169 | | | 170 | | | 0.04 | | |
Bullhorn, Inc. | | (4) (6) (14) | | L + 5.75% | | 8.00% | | 09/30/2026 | | 10 | | | 10 | | | 10 | | | — | | |
Bullhorn, Inc. | | (4) (6) (14) | | L + 5.75% | | 8.00% | | 09/30/2026 | | — | | | — | | | — | | | — | | |
Citrin Cooperman Advisors, LLC | | (4) (5) (7) | | L + 5.00% | | 6.47% | | 10/01/2027 | | 8,625 | | | 8,471 | | | 8,471 | | | 1.87 | | |
Citrin Cooperman Advisors, LLC | | (4) (5) (7) (14) | | L + 5.00% | | 6.47% | | 10/01/2027 | | 3,695 | | | 3,538 | | | 3,538 | | | 0.78 | | |
| | | | | | | | | | | | 20,875 | | | 20,986 | | | 4.63 | | |
Real Estate Management & Development | | | | | | | | | | | | | | | | | |
Associations, Inc. | | (4) (5) (6) | | L + 4.00%; 2.50% PIK | | 7.50% | | 07/02/2027 | | 6,881 | | | 6,823 | | | 6,823 | | | 1.51 | | |
Associations, Inc. | | (4) (5) (6) (14) | | L + 4.00%; 2.50% PIK | | 7.50% | | 07/02/2027 | | 6,023 | | | 5,960 | | | 5,962 | | | 1.32 | | |
Associations, Inc. | | (4) (6) (14) | | L + 4.00%; 2.50% PIK | | 7.50% | | 07/02/2027 | | — | | | (7) | | | (7) | | | — | | |
MRI Software, LLC | | (4) (14) | | L + 5.50% | | 7.75% | | 02/10/2026 | | — | | | (7) | | | (15) | | | — | | |
Zarya Intermediate, LLC | | (4) (5) (6) | | L + 6.50% | | 7.56% | | 07/01/2027 | | 10,500 | | | 10,319 | | | 10,364 | | | 2.29 | | |
Zarya Intermediate, LLC | | (4) (5) (6) | | L + 6.50% | | 7.56% | | 07/01/2027 | | 8,250 | | | 8,105 | | | 8,143 | | | 1.80 | | |
Zarya Intermediate, LLC | | (4) (6) (14) | | L + 6.50% | | 7.56% | | 07/01/2027 | | — | | | (33) | | | (26) | | | (0.01) | | |
| | | | | | | | | | | | 31,160 | | | 31,244 | | | 6.89 | | |
Software | | | | | | | | | | | | | | | | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
Alert Media, Inc. | | (4) (5) (6) | | L + 5.00% | | 6.48% | | 04/12/2027 | | 16,000 | | | $ | 15,777 | | | $ | 15,777 | | | 3.48 | | % |
Alert Media, Inc. | | (4) (6) (14) | | L + 5.00% | | 6.48% | | 04/12/2027 | | — | | | (75) | | | (224) | | | (0.05) | | |
Alert Media, Inc. | | (4) (6) (14) | | L + 5.00% | | 6.48% | | 04/10/2026 | | — | | | (8) | | | (8) | | | — | | |
Anaplan, Inc. | | (4) (7) | | S + 6.50% | | 8.01% | | 06/21/2029 | | 3,900 | | | 3,822 | | | 3,822 | | | 0.84 | | |
APEX Analytix | | (4) (9) | | S + 5.75% | | 7.95% | | 08/18/2026 | | 1,306 | | | 1,280 | | | 1,280 | | | 0.28 | | |
APEX Analytix | | (4) (9) (14) | | S + 5.75% | | 7.95% | | 06/30/2028 | | — | | | (3) | | | (3) | | | — | | |
Appfire Technologies, LLC | | (4) (5) (6) | | S + 5.50% | | 7.70% | | 03/09/2027 | | 4,074 | | | 4,058 | | | 4,014 | | | 0.89 | | |
Appfire Technologies, LLC | | (4) (6) (14) | | S + 5.50% | | 7.70% | | 03/09/2027 | | — | | | (25) | | | (57) | | | (0.01) | | |
Appfire Technologies, LLC | | (4) (6) (14) | | S + 5.50% | | 7.70% | | 03/09/2027 | | 2 | | | 1 | | | 1 | | | — | | |
Assembly Intermediate, LLC | | (4) (5) (6) | | L + 7.00% | | 9.88% | | 10/19/2027 | | 8,889 | | | 8,728 | | | 8,703 | | | 1.92 | | |
Assembly Intermediate, LLC | | (4) (6) (14) | | L + 7.00% | | 9.88% | | 10/19/2027 | | 533 | | | 509 | | | 487 | | | 0.11 | | |
Assembly Intermediate, LLC | | (4) (6) (14) | | L + 7.00% | | 9.88% | | 10/19/2027 | | 178 | | | 162 | | | 159 | | | 0.04 | | |
CLEO Communications Holding, LLC | | (4) (5) (6) | | L + 6.75% | | 8.19% | | 06/09/2027 | | 17,142 | | | 16,995 | | | 16,653 | | | 3.67 | | |
CLEO Communications Holding, LLC | | (4) (6) (14) | | L + 6.75% | | 8.19% | | 06/09/2027 | | — | | | (44) | | | (153) | | | (0.03) | | |
Cordeagle US Finco, Inc. | | (4) (5) (6) (10) | | L + 6.75% | | 7.99% | | 07/30/2027 | | 7,800 | | | 7,663 | | | 7,739 | | | 1.71 | | |
Cordeagle US Finco, Inc. | | (4) (6) (10) (14) | | L + 6.75% | | 7.99% | | 07/30/2027 | | — | | | (20) | | | (9) | | | — | | |
GS AcquisitionCo, Inc. | | (4) (5) (6) | | L + 5.75% | | 7.30% | | 05/22/2026 | | 27,873 | | | 27,676 | | | 27,546 | | | 6.08 | | |
GS AcquisitionCo, Inc. | | (4) (6) (14) | | L + 5.75% | | 7.16% | | 05/22/2026 | | — | | | (11) | | | (32) | | | (0.01) | | |
GS AcquisitionCo, Inc. | | (4) (6) (14) | | L + 5.75% | | 7.65% | | 05/22/2026 | | 227 | | | 219 | | | 215 | | | 0.05 | | |
Gurobi Optimization, LLC | | (4) (5) (6) | | L + 5.00% | | 6.67% | | 12/19/2023 | | 4,386 | | | 4,364 | | | 4,385 | | | 0.97 | | |
Gurobi Optimization, LLC | | (4) (6) (14) | | L + 5.00% | | 6.67% | | 12/19/2023 | | — | | | (3) | | | — | | | — | | |
LegitScript | | (4) | | S + 5.75% | | 7.26% | | 06/24/2029 | | 3,385 | | | 3,318 | | | 3,318 | | | 0.73 | | |
LegitScript | | (4) (14) | | S + 5.75% | | 7.26% | | 06/24/2029 | | — | | | (44) | | | (44) | | | (0.01) | | |
LegitScript | | (4) (14) | | S + 5.75% | | 7.26% | | 06/24/2028 | | — | | | (13) | | | (13) | | | — | | |
Netwrix Corporation And Concept Searching, Inc. Netwrix Corporation And Concept | | (4) (7) | | S + 5.00% | | 6.50% | | 06/01/2029 | | 549 | | | 543 | | | 543 | | | 0.12 | | |
Netwrix Corporation And Concept Searching, Inc. Netwrix Corporation And Concept | | (4) (7) (14) | | S + 5.00% | | 6.50% | | 06/01/2029 | | — | | | (1) | | | (1) | | | — | | |
Netwrix Corporation And Concept Searching, Inc. Netwrix Corporation And Concept | | (4) (7) (14) | | S + 5.00% | | 6.50% | | 06/01/2029 | | — | | | (1) | | | (1) | | | — | | |
Oak Purchaser, Inc. | | (4) (5) | | L + 5.50% | | 7.55% | | 04/28/2028 | | 931 | | | 921 | | | 921 | | | 0.20 | | |
Oak Purchaser, Inc. | | (4) (14) | | L + 5.50% | | 7.55% | | 04/28/2028 | | — | | | (6) | | | (6) | | | — | | |
Oak Purchaser, Inc. | | (4) (14) | | L + 5.50% | | 7.55% | | 04/28/2028 | | — | | | (1) | | | (1) | | | — | | |
Pound Bidco, Inc. | | (4) (5) (6) (10) | | L + 6.50% | | 7.50% | | 01/30/2026 | | 3,004 | | | 2,957 | | | 3,004 | | | 0.66 | | |
Pound Bidco, Inc. | | (4) (5) (6) (10) (14) | | L + 6.50% | | 7.50% | | 01/30/2026 | | — | | | (6) | | | — | | | — | | |
Project Leopard Holdings, Inc. | | (4) (9) (10) | | S + 5.25% | | 7.45% | | 06/16/2028 | | 1,040 | | | 967 | | | 967 | | | 0.21 | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | | | | | | | | |
Revalize, Inc. | | (4) (5) (14) | | L + 5.75% | | 8.00% | | 04/15/2027 | | 8,696 | | | $ | 8,638 | | | $ | 8,330 | | | 1.84 | | % |
Revalize, Inc. | | (4) (14) | | L + 5.75% | | 8.00% | | 04/15/2027 | | 44 | | | 44 | | | 42 | | | 0.01 | | |
Securonix, Inc. | | (4) (5) (7) | | S + 6.50% | | 7.25% | | 04/05/2028 | | 9,004 | | | 8,852 | | | 8,852 | | | 1.95 | | |
Securonix, Inc. | | (4) (7) (14) | | S + 6.50% | | 7.25% | | 04/05/2028 | | — | | | (27) | | | (27) | | | (0.01) | | |
Skykick, Inc. | | (4) (5) (6) | | L + 7.25% | | 8.25% | | 09/01/2027 | | 2,700 | | | 2,640 | | | 2,676 | | | 0.59 | | |
Skykick, Inc. | | (4) (6) (14) | | L + 7.25% | | 8.25% | | 09/01/2027 | | — | | | (12) | | | (10) | | | — | | |
Trunk Acquisition, Inc. | | (4) (5) (6) | | L + 6.00% | | 8.25% | | 02/19/2027 | | 4,549 | | | 4,507 | | | 4,373 | | | 0.96 | | |
Trunk Acquisition, Inc. | | (4) (6) (14) | | L + 6.00% | | 8.25% | | 02/19/2026 | | — | | | (4) | | | (17) | | | — | | |
| | | | | | | | | | | | 124,337 | | | 123,201 | | | 27.19 | | |
Total First Lien Debt | | | | | | | | | | | | $ | 964,572 | | | $ | 952,570 | | | 210.20 | | % |
| | | | | | | | | | | | | | | | | |
Second Lien Debt | | | | | | | | | | | | | | | | | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | |
Omni Logistics | | (4) | | L + 9.00% | | 11.19% | | 12/30/2027 | | 900 | | | $ | 873 | | | $ | 873 | | | 0.19 | | % |
Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | | | |
Infinite Bidco, LLC | | (4) (5) (8) | | L + 7.00% | | 9.25% | | 03/02/2029 | | 3,000 | | | 2,989 | | | 3,000 | | | 0.66 | | |
Infinite Bidco, LLC | | (4) (8) (14) | | L + 7.00% | | 9.25% | | 03/02/2029 | | — | | | — | | | — | | | — | | |
| | | | | | | | | | | | 2,989 | | | 3,000 | | | 0.66 | | |
Health Care Providers & Services | | | | | | | | | | | | | | | | | |
Heartland Veterinary Partners, LLC | | (4) (5) (6) | | L + 8.00% | | 9.00% | | 12/10/2027 | | 360 | | | 353 | | | 342 | | | 0.08 | | |
Heartland Veterinary Partners, LLC | | (4) (6) (14) | | L + 8.00% | | 9.00% | | 12/10/2027 | | 89 | | | 88 | | | 82 | | | 0.02 | | |
| | | | | | | | | | | | 441 | | | 424 | | | 0.09 | | |
Industrial Conglomerates | | | | | | | | | | | | | | | | | |
Aptean, Inc. | | (4) (5) | | L + 7.00% | | 8.67% | | 04/23/2027 | | 1,050 | | | 1,050 | | | 1,050 | | | 0.23 | | |
IT Services | | | | | | | | | | | | | | | | | |
Idera, Inc. | | (4) (5) (7) | | L + 6.75% | | 7.82% | | 03/02/2029 | | 530 | | | 526 | | | 530 | | | 0.12 | | |
Red Dawn SEI Buyer, Inc. | | (4) (5) (6) | | L + 8.50% | | 10.75% | | 11/20/2026 | | 1,000 | | | 980 | | | 972 | | | 0.21 | | |
| | | | | | | | | | | | 1,506 | | | 1,502 | | | 0.33 | | |
Software | | | | | | | | | | | | | | | | | |
Flexera Software, LLC | | (4) (5) (6) | | L + 7.00% | | 8.62% | | 03/03/2029 | | 1,500 | | | 1,474 | | | 1,467 | | | 0.32 | | |
Total Second Lien Debt | | | | | | | | | | | | $ | 8,333 | | | $ | 8,316 | | | 1.84 | | % |
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Other Securities | | | | | | | | | | | | | | | | | |
Unsecured Debt | | | | | | | | | | | | | | | | | |
Food Products | | | | | | | | | | | | | | | | | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
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Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
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Familia Intermediate Holdings I Corp. (Teasdale Latin Foods) | | (4) (11) (12) | | | | 16.25% PIK | | 06/18/2026 | | 600 | | | $ | 592 | | | $ | 174 | | | 0.04 | | % |
Total Unsecured Debt | | | | | | | | | | | | $ | 592 | | | $ | 174 | | | 0.04 | | % |
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Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Acquisition Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Preferred Equity | | | | | | | | | | | | | | | | | |
FORTIS Solutions Group, LLC | | (4) (13) | | | | | | 06/24/2022 | | 1,000,000 | | | $ | 975 | | | $ | 980 | | | 0.22 | | % |
Integrity Marketing Acquisition, LLC | | (4) (13) | | 10.50% | | | | 12/21/2021 | | 750,000 | | | 757 | | | 779 | | | 0.17 | | |
Revalize, Inc. | | (4) (13) | | 11.00% | | | | 12/14/2021 | | 1,500 | | | 1,518 | | | 1,560 | | | 0.34 | | |
Skykick, Inc. | | (4) (13) | | | | | | 08/31/2021 | | 23,665 | | | 225 | | | 241 | | | 0.05 | | |
Total Preferred Equity | | | | | | | | | | | | $ | 3,475 | | | $ | 3,560 | | | 0.79 | | % |
Common Equity | | | | | | | | | | | | | | | | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (13) | | | | | | 7/12/2021 | | 5,196 | | | $ | 520 | | | $ | 478 | | | 0.11 | | % |
BP Purchaser, LLC | | (4) (13) | | | | | | 12/10/2021 | | 1,233,333 | | | 1,233 | | | 1,233 | | | 0.27 | | |
CSC Thrive Holdings, LP (Thrive Networks) | | (4) (13) | | | | | | 3/1/2021 | | 53,339 | | | 137 | | | 253 | | | 0.06 | | |
Encore Holdings, LLC | | (4) (13) | | | | | | 11/23/2021 | | 478 | | | 55 | | | 63 | | | 0.01 | | |
GSM Equity Investors, LP (GSM Outdoors) | | (4) (13) | | | | | | 11/16/2020 | | 500 | | | 50 | | | 127 | | | 0.03 | | |
LUV Car Wash | | (4) (13) | | | | | | 4/6/2022 | | 97 | | | 97 | | | 97 | | | 0.02 | | |
PCX Holding Corp. | | (4) (13) | | | | | | 4/22/2021 | | 1,154 | | | 115 | | | 192 | | | 0.04 | | |
Pritchard Industries, Inc. | | (4) (13) | | | | | | 10/13/2021 | | 300,000 | | | 300 | | | 320 | | | 0.07 | | |
Procure Acquiom Financial, LLC (Procure Analytics) | | (4) (13) | | | | | | 12/20/2021 | | 500,000 | | | 500 | | | 582 | | | 0.13 | | |
Shelby Co-invest, LP. (Spectrum Automotive) | | (4) (13) | | | | | | 6/29/2021 | | 1,500 | | | 150 | | | 190 | | | 0.04 | | |
Suveto Buyer, LLC | | (4) (10) (14) | | | | | | 11/19/2021 | | 3,000 | | | 300 | | | 417 | | | 0.09 | | |
Total Common Equity | | | | | | | | | | | | $ | 3,457 | | | $ | 3,952 | | | 0.87 | | % |
Total Other Securities | | | | | | | | | | | | $ | 7,524 | | | $ | 7,686 | | | 1.70 | | % |
Total Portfolio Investments | | | | | | | | | | | | $ | 980,429 | | | $ | 968,572 | | | 213.73 | | % |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | |
(1) | Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of June 30, 2022, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2022, the Company is not an “affiliated person” of any of its portfolio companies. |
(2) | Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Secured Overnight Financing Rate (“SOFR” or “S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2022. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2022. As of June 30, 2022, the reference rates for our LIBOR-based loans were the 30-day L at 1.79%, 90-day L at 2.29%, the 180-day L at 2.90%; the reference rates for our SOFR-based loans were the 30-day S at 1.09%, 90-day S at 0.70%, and the P at 4.75%. |
(3) | The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
(4) | These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy. |
(5) | Assets or a portion thereof are pledged as collateral for the JPM Funding Facility (as defined in Note 6). See Note 6 “Debt”. |
(6) | Loan includes interest rate floor of 1.00%. |
(7) | Loan includes interest rate floor of 0.75%. |
(8) | Loan includes interest rate floor of 0.50%. |
(9) | Position or portion thereof unsettled as of June 30, 2022. |
(10) | The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2022 non-qualifying assets represented 6.41% of total assets as calculated in accordance with regulatory requirements. |
(11) | Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company. |
(12) | Investment was on non-accrual status as of June 30, 2022. |
(13) | Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of June 30, 2022, the aggregate fair value of these securities is $7,512 or 1.7% of the Company’s net assets. The initial acquisition dates have been included for such securities. |
(14) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of June 30, 2022: |
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Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
First Lien Debt | | | | | |
365 Retail Markets, LLC | 0.50% | Revolver | 12/23/2026 | 1,093 | | (14) | |
48Forty Solutions, LLC | 1.00% | Delayed Draw Term Loan | 02/11/2024 | 339 | | (3) | |
48Forty Solutions, LLC | 0.50% | Revolver | 11/30/2026 | 1,508 | | (29) | |
APEX Analytix | —% | Revolver | 06/30/2028 | 148 | | (3) | |
ARI Network Services, Inc. | 0.50% | Revolver | 02/28/2025 | 1,117 | | (25) | |
AWP Group Holdings, Inc. | 1.00% | Delayed Draw Term Loan | 12/22/2027 | 1,579 | | (36) | |
AWP Group Holdings, Inc. | 0.50% | Revolver | 12/22/2026 | 1,153 | | (27) | |
Abacus Data Holdings, Inc. (AbacusNext) | 1.00% | Delayed Draw Term Loan | 09/08/2022 | 660 | | (4) | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Abacus Data Holdings, Inc. (AbacusNext) | 0.50% | Revolver | 03/10/2027 | 600 | | (4) | |
Alert Media, Inc. | 0.50% | Delayed Draw Term Loan | 06/17/2023 | 10,000 | | (224) | |
Alert Media, Inc. | 0.50% | Revolver | 04/10/2026 | 750 | | (9) | |
Answer Target Holdco, LLC | 0.50% | Revolver | 12/30/2026 | 1,000 | | (37) | |
Appfire Technologies, LLC | 0.50% | Delayed Draw Term Loan | 01/05/2023 | 4,011 | | (57) | |
Appfire Technologies, LLC | 0.50% | Revolver | 03/09/2027 | 26 | | — | |
Everest Intermediate, Ltd | 0.50% | Revolver | 05/25/2028 | 200 | | (4) | |
Assembly Intermediate, LLC | 1.00% | Delayed Draw Term Loan | 10/19/2023 | 1,689 | | (35) | |
Assembly Intermediate, LLC | 0.50% | Revolver | 10/19/2027 | 711 | | (15) | |
Associations, Inc. | 1.00% | Delayed Draw Term Loan | 06/10/2024 | 1,200 | | (10) | |
Associations, Inc. | 0.50% | Revolver | 07/02/2027 | 797 | | (7) | |
Bearcat Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 11/23/2022 | 513 | | (9) | |
Bullhorn, Inc. | 0.50% | Delayed Draw Term Loan | 02/11/2024 | 9 | | — | |
Bullhorn, Inc. | 0.50% | Revolver | 09/30/2026 | 8 | | — | |
CC SAG Holdings Corp. (Spectrum Automotive) | 1.00% | Delayed Draw Term Loan | 06/29/2023 | 1,404 | | (68) | |
CC SAG Holdings Corp. (Spectrum Automotive) | 0.50% | Revolver | 06/29/2027 | 378 | | (18) | |
CLEO Communications Holding, LLC | 0.50% | Revolver | 06/09/2027 | 5,358 | | (153) | |
Citrin Cooperman Advisors, LLC | 1.00% | Delayed Draw Term Loan | 05/13/2024 | 10,000 | | (98) | |
Cordeagle US Finco, Inc. | 0.50% | Revolver | 07/30/2027 | 1,200 | | (9) | |
DCA Investment Holdings, LLC | 1.00% | Delayed Draw Term Loan | 03/02/2023 | 392 | | (4) | |
Donuts, Inc. | 0.25% | Delayed Draw Term Loan | 08/14/2023 | 1,583 | | (24) | |
Encore Holdings, LLC | 0.75% | Delayed Draw Term Loan | 01/23/2024 | 12,422 | | (273) | |
Encore Holdings, LLC | 0.50% | Revolver | 11/23/2027 | 2,695 | | (59) | |
Energy Labs Holdings Corp. | 1.00% | Delayed Draw Term Loan | 04/13/2023 | 47 | | — | |
Energy Labs Holdings Corp. | 0.50% | Revolver | 04/07/2028 | 51 | | (1) | |
FLS Holding, Inc. | 1.00% | Delayed Draw Term Loan | 06/17/2023 | 3,605 | | (72) | |
FLS Holding, Inc. | 0.50% | Revolver | 12/17/2027 | 1,442 | | (29) | |
FMG Suite Holdings, LLC | 0.50% | Delayed Draw Term Loan | 10/28/2022 | 2,250 | | (49) | |
FMG Suite Holdings, LLC | 0.50% | Revolver | 10/30/2026 | 1,125 | | (25) | |
Fortis Solutions Group, LLC | 0.50% | Delayed Draw Term Loan | 10/15/2023 | 1,099 | | (20) | |
Fortis Solutions Group, LLC | 0.50% | Delayed Draw Term Loan | 06/24/2024 | 1,000 | | (15) | |
Fortis Solutions Group, LLC | 0.50% | Revolver | 10/15/2027 | 1,079 | | (19) | |
Foundation Risk Partners, Corp. | 0.38% | Revolver | 10/29/2027 | 1,959 | | (29) | |
GS AcquisitionCo, Inc. | 0.50% | Delayed Draw Term Loan | 11/03/2022 | 2,566 | | (32) | |
GS AcquisitionCo, Inc. | 0.50% | Revolver | 05/22/2026 | 680 | | (8) | |
GSM Acquisition Corp. (GSM Outdoors) | 0.50% | Revolver | 11/16/2026 | 508 | | (3) | |
Galway Borrower, LLC | 0.50% | Delayed Draw Term Loan | 09/30/2023 | 1,590 | | (29) | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Galway Borrower, LLC | 0.50% | Revolver | 09/30/2027 | 589 | | (11) | |
Gateway US Holdings, Inc. | 1.00% | Delayed Draw Term Loan | 04/15/2024 | 171 | | (2) | |
Gateway US Holdings, Inc. | 0.50% | Revolver | 09/22/2024 | 29 | | — | |
Govbrands Intermediate, Inc. | 1.00% | Delayed Draw Term Loan | 08/04/2023 | 1,794 | | (66) | |
Govbrands Intermediate, Inc. | 0.50% | Revolver | 08/04/2027 | 1,816 | | (67) | |
GraphPad Software, LLC | 0.50% | Revolver | 04/27/2027 | 750 | | (25) | |
Ground Penetrating Radar Systems, LLC | 0.50% | Revolver | 06/26/2025 | 422 | | (11) | |
Gurobi Optimization, LLC | 0.50% | Revolver | 12/19/2023 | 536 | | — | |
Heartland Home Services | 0.75% | Delayed Draw Term Loan | 08/10/2023 | 1,305 | | (53) | |
Heartland Veterinary Partners, LLC | 0.50% | Delayed Draw Term Loan | 01/17/2023 | 6,433 | | (118) | |
Heartland Veterinary Partners, LLC | 0.50% | Revolver | 12/10/2026 | 779 | | (14) | |
High Street Buyer, Inc. | 0.50% | Revolver | 04/16/2027 | 915 | | (5) | |
Jonathan Acquisition Company | 0.50% | Revolver | 12/22/2025 | 618 | | (9) | |
KPSKY Acquisition, Inc. | 1.00% | Delayed Draw Term Loan | 06/17/2024 | 1,902 | | (38) | |
KWOR Acquisition, Inc. | 0.50% | Revolver | 12/22/2027 | 105 | | (2) | |
Keystone Agency Investors | 1.00% | Delayed Draw Term Loan | 06/03/2024 | 825 | | (12) | |
LUV Car Wash Group, LLC | 1.00% | Delayed Draw Term Loan | 03/14/2024 | 336 | | (8) | |
LegitScript | —% | Delayed Draw Term Loan | 06/24/2024 | 2,214 | | (44) | |
LegitScript | 0.50% | Revolver | 06/24/2028 | 651 | | (13) | |
Lightspeed Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 02/28/2023 | 1,350 | | (33) | |
Lightspeed Solution, LLC | 0.50% | Delayed Draw Term Loan | 03/01/2024 | 1,220 | | (47) | |
MHE Intermediate Holdings, LLC | 0.50% | Revolver | 07/21/2027 | 1,071 | | (18) | |
MRI Software, LLC | 0.50% | Delayed Draw Term Loan | 08/16/2023 | 3,000 | | (15) | |
MSM Acquisitions, Inc. | 1.00% | Delayed Draw Term Loan | 01/30/2023 | 10,045 | | (232) | |
MSM Acquisitions, Inc. | 0.50% | Revolver | 12/09/2026 | 901 | | (21) | |
Mammoth Holdings, LLC | 0.50% | Revolver | 10/16/2023 | 408 | | (4) | |
Netwrix Corporation And Concept Searching, Inc. | 0.50% | Delayed Draw Term Loan | 06/09/2024 | 394 | | (1) | |
Netwrix Corporation And Concept Searching, Inc. | 0.25% | Revolver | 06/01/2029 | 57 | | (1) | |
Oak Purchaser, Inc. | 0.50% | Delayed Draw Term Loan | 04/28/2024 | 620 | | (6) | |
Oak Purchaser, Inc. | 0.50% | Revolver | 04/30/2029 | 124 | | (1) | |
Oakbridge Insurance Agency, LLC | 1.00% | Delayed Draw Term Loan | 03/31/2024 | 1,319 | | (50) | |
Oakbridge Insurance Agency, LLC | 0.50% | Revolver | 12/31/2026 | 44 | | (2) | |
Omni Intermediate Holdings, LLC | 1.00% | Delayed Draw Term Loan | 02/01/2023 | 1,018 | | (19) | |
Omni Intermediate Holdings, LLC | 0.50% | Revolver | 12/30/2025 | 1,318 | | (26) | |
PCX Holding Corp. | 1.00% | Delayed Draw Term Loan | 04/07/2024 | 3,967 | | (99) | |
PCX Holding Corp. | 0.50% | Revolver | 04/22/2027 | 687 | | (17) | |
Peter C. Foy & Associates Insurance Services, LLC | 1.00% | Delayed Draw Term Loan | 12/14/2023 | 714 | | (11) | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Peter C. Foy & Associates Insurance Services, LLC | 0.50% | Revolver | 11/01/2027 | 347 | | (5) | |
Pound Bidco, Inc. | 0.50% | Revolver | 01/30/2026 | 388 | | — | |
Pritchard Industries, LLC | 1.00% | Delayed Draw Term Loan | 10/13/2023 | 1,735 | | (82) | |
Procure Acquireco, Inc. (Procure Analytics) | 0.50% | Delayed Draw Term Loan | 02/20/2023 | 3,175 | | (106) | |
Procure Acquireco, Inc. (Procure Analytics) | 0.50% | Revolver | 12/01/2026 | 952 | | (32) | |
Promptcare Infusion Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 09/01/2023 | 1,284 | | (47) | |
QW Holding Corporation | 1.00% | Delayed Draw Term Loan | 05/02/2024 | 454 | | (5) | |
QW Holding Corporation | 0.50% | Revolver | 08/31/2024 | 833 | | (12) | |
RSC Acquisition, Inc. | 0.50% | Delayed Draw Term Loan | 01/02/2023 | 2,924 | | (29) | |
Redwood Services Group, LLC | —% | Delayed Draw Term Loan | 12/22/2023 | 432 | | (4) | |
Revalize, Inc. | 0.50% | Delayed Draw Term Loan | 06/13/2023 | 695 | | (27) | |
Revalize, Inc. | 0.50% | Revolver | 04/15/2027 | 27 | | (1) | |
Securonix, Inc. | 0.50% | Revolver | 04/05/2028 | 1,621 | | (27) | |
Sherlock Buyer Corp. | 0.50% | Delayed Draw Term Loan | 02/08/2023 | 5,392 | | (116) | |
Sherlock Buyer Corp. | 0.50% | Revolver | 12/08/2027 | 2,157 | | (46) | |
Skykick, Inc. | 1.00% | Delayed Draw Term Loan | 03/01/2023 | 1,125 | | (10) | |
Smarsh, Inc. | 1.00% | Delayed Draw Term Loan | 02/18/2024 | 1,072 | | (28) | |
Smarsh, Inc. | 0.50% | Revolver | 02/16/2029 | 268 | | (7) | |
Sonny's Enterprises, LLC | 1.00% | Delayed Draw Term Loan | 11/01/2022 | 9,750 | | (378) | |
Stepping Stones Healthcare Services, | 1.00% | Delayed Draw Term Loan | 01/14/2024 | 1,250 | | (52) | |
Stepping Stones Healthcare Services, | 0.50% | Revolver | 12/30/2026 | 625 | | (26) | |
Summit Buyer, LLC | 1.00% | Delayed Draw Term Loan | 06/23/2023 | 4,855 | | (167) | |
Summit Buyer, LLC | 0.50% | Revolver | 01/14/2026 | 1,037 | | (36) | |
Suveto Buyer, LLC | 1.00% | Delayed Draw Term Loan | 09/09/2023 | 2,178 | | (54) | |
Suveto Buyer, LLC | 0.50% | Revolver | 09/09/2027 | 403 | | (10) | |
Sweep Purchaser, LLC | 1.00% | Delayed Draw Term Loan | 05/05/2024 | 358 | | (4) | |
Sweep Purchaser, LLC | 0.50% | Revolver | 11/30/2026 | 311 | | (5) | |
Syntax Systems Ltd | 1.00% | Delayed Draw Term Loan | 10/29/2023 | 4,010 | | (221) | |
Syntax Systems Ltd | 0.50% | Revolver | 10/29/2026 | 710 | | (39) | |
Tamarack Intermediate, LLC | 0.50% | Revolver | 3/13/02028 | 900 | | (42) | |
Thrive Buyer, Inc. (Thrive Networks) | 1.00% | Delayed Draw Term Loan | 02/30/2023 | 407 | | (1) | |
Thrive Buyer, Inc. (Thrive Networks) | 0.50% | Revolver | 01/22/2027 | 589 | | (1) | |
Triple Lift, Inc. | 0.50% | Revolver | 05/08/2028 | 1,057 | | (48) | |
Trunk Acquisition, Inc. | 0.50% | Revolver | 02/19/2026 | 429 | | (17) | |
Two Six Labs, LLC | 0.50% | Delayed Draw Term Loan | 08/20/2023 | 915 | | (22) | |
Two Six Labs, LLC | 0.50% | Revolver | 08/20/2027 | 915 | | (22) | |
Upstack Holdco, Inc. | 1.00% | Delayed Draw Term Loan | 08/26/2023 | 450 | | (3) | |
SL Investment Corp.
Consolidated Schedule of Investments
June 30, 2022 (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Upstack Holdco, Inc. | 0.50% | Revolver | 08/20/2027 | 375 | | (3) | |
V Global Holdings, LLC | 0.50% | Revolver | 12/22/2025 | 179 | | (4) | |
VRC Companies, LLC | 0.75% | Delayed Draw Term Loan | 12/28/2022 | 1,705 | | (71) | |
VRC Companies, LLC | 0.50% | Revolver | 06/29/2027 | 531 | | (22) | |
Valcourt Holdings II, LLC | 1.00% | Delayed Draw Term Loan | 01/07/2023 | 637 | | (3) | |
Vardiman Black Holdings, LLC | 1.25% | Delayed Draw Term Loan | 03/18/2027 | 1,732 | | (87) | |
Vessco Midco Holdings, LLC | 0.50% | Revolver | 10/18/2026 | 696 | | (7) | |
World Insurance Associates, LLC | 0.50% | Revolver | 04/01/2026 | 582 | | (12) | |
Zarya Intermediate, LLC | 0.50% | Revolver | 07/01/2027 | 2,000 | | (26) | |
Total First Lien Debt Unfunded Commitments | | | | $ | 198,458 | | $ | (4,657) | |
Second Lien Debt | | | | | |
Heartland Veterinary Partners, LLC | 0.50% | Delayed Draw Term Loan | 01/17/2023 | 51 | | (3) | |
Infinite Bidco, LLC | 1.00% | Delayed Draw Term Loan | 03/14/2023 | 1,500 | | — | |
Total Second Lien Debt Unfunded Commitments | | | | $ | 1,551 | | $ | (3) | |
Total Unfunded Commitments | | | | $ | 200,009 | | $ | (4,660) | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
First Lien Debt | | | | | | | | | | | | | | | | | |
Aerospace and Defense | | | | | | | | | | | | | | | | | |
Jonathan Acquisition Company | | (4) (5) (6) | | L + 5.00% | | 6.00% | | 12/22/2026 | | 12,233 | | | $ | 11,972 | | | $ | 11,930 | | | 2.78 | | % |
Jonathan Acquisition Company | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 12/22/2025 | | 618 | | | 580 | | | 570 | | | 0.13 | | |
PCX Holding Corp. | | (4) (5) (6) | | L + 6.25% | | 7.25% | | 04/22/2027 | | 7,893 | | | 7,821 | | | 7,893 | | | 1.84 | | |
PCX Holding Corp. | | (4) (5) (6) (12) | | L + 6.25% | | 7.25% | | 04/22/2027 | | 3,165 | | | 3,132 | | | 3,165 | | | 0.74 | | |
PCX Holding Corp. | | (4) (6) (12) | | L + 6.25% | | 7.25% | | 04/22/2027 | | — | | | (7) | | | — | | | — | | |
Two Six Labs, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 08/20/2027 | | 4,744 | | | 4,654 | | | 4,697 | | | 1.09 | | |
Two Six Labs, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 08/20/2027 | | — | | | (17) | | | (18) | | | — | | |
Two Six Labs, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 08/20/2027 | | — | | | (17) | | | (9) | | | — | | |
| | | | | | | | | | | | 28,118 | | | 28,228 | | | 6.57 | | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | |
Omni Intermediate Holdings, LLC | | (4) (5) (6) | | L + 5.00% | | 6.00% | | 12/30/2026 | | 13,150 | | | 13,020 | | | 13,020 | | | 3.03 | | |
Omni Intermediate Holdings, LLC | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 12/30/2026 | | 1,479 | | | 1,456 | | | 1,456 | | | 0.34 | | |
Omni Intermediate Holdings, LLC | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 12/30/2025 | | 330 | | | 317 | | | 317 | | | 0.07 | | |
| | | | | | | | | | | | 14,793 | | | 14,793 | | | 3.44 | | |
Auto Components | | | | | | | | | | | | | | | | | |
CC SAG Holdings Corp. (Spectrum Automotive) | | (4) (5) (7) | | L + 5.75% | | 6.50% | | 06/29/2028 | | 10,239 | | | 10,094 | | | 10,120 | | | 2.35 | | |
CC SAG Holdings Corp. (Spectrum Automotive) | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 06/29/2028 | | 929 | | | 902 | | | 896 | | | 0.21 | | |
CC SAG Holdings Corp. (Spectrum Automotive) | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 06/29/2027 | | — | | | (5) | | | (4) | | | — | | |
Sonny’s Enterprises, Inc. | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 08/05/2026 | | 3,250 | | | 3,187 | | | 3,187 | | | 0.74 | | |
Sonny’s Enterprises, Inc. | | (4) (5) (6) | | L + 6.75% | | 7.75% | | 08/05/2026 | | 1,805 | | | 1,774 | | | 1,774 | | | 0.41 | | |
Sonny’s Enterprises, Inc. | | (4) (5) (6) (12) | | L + 6.75% | | 7.75% | | 08/05/2026 | | 4,816 | | | 4,734 | | | 4,734 | | | 1.10 | | |
Sonny’s Enterprises, Inc. | | (4) (6) (12) | | L + 5.50% | | 6.50% | | 08/05/2026 | | — | | | (188) | | | (188) | | | (0.04) | | |
| | | | | | | | | | | | 20,498 | | | 20,519 | | | 4.77 | | |
Automobiles | | | | | | | | | | | | | | | | | |
ARI Network Services, Inc. | | (4) (5) (6) | | L + 6.50% | | 7.50% | | 02/28/2025 | | 8,978 | | | 8,818 | | | 8,907 | | | 2.07 | | |
ARI Network Services, Inc. | | (4) (5) (6) (12) | | L + 6.50% | | 7.50% | | 02/28/2025 | | 1,572 | | | 1,544 | | | 1,560 | | | 0.36 | | |
ARI Network Services, Inc. | | (4) (6) (12) | | L + 6.50% | | 7.50% | | 02/28/2025 | | 571 | | | 549 | | | 561 | | | 0.13 | | |
Summit Buyer, LLC | | (4) (5) (6) | | L + 5.00% | | 6.00% | | 01/14/2026 | | 9,576 | | | 9,396 | | | 9,500 | | | 2.21 | | |
Summit Buyer, LLC | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 01/14/2026 | | 8,094 | | | 7,893 | | | 7,984 | | | 1.86 | | |
Summit Buyer, LLC | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 01/14/2026 | | — | | | (18) | | | (8) | | | — | | |
Turbo Buyer, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 12/02/2025 | | 16,425 | | | 16,132 | | | 16,104 | | | 3.75 | | |
Turbo Buyer, Inc. | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 12/02/2025 | | 810 | | | 787 | | | 781 | | | 0.18 | | |
Vehlo Purchaser, LLC | | (4) (5) (7) | | L + 5.00% | | 5.75% | | 08/27/2027 | | 11,638 | | | 11,416 | | | 11,454 | | | 2.67 | | |
Vehlo Purchaser, LLC | | (4) (7) (12) | | L + 5.00% | | 5.75% | | 08/27/2027 | | 3,375 | | | 3,263 | | | 3,243 | | | 0.75 | | |
| | | | | | | | | | | | | | | | | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Vehlo Purchaser, LLC | | (4) (7) (12) | | L + 5.00% | | 5.75% | | 08/27/2027 | | 500 | | | $ | 453 | | | $ | 461 | | | 0.11 | | % |
| | | | | | | | | | | | 60,233 | | | 60,547 | | | 14.09 | | |
Biotechnology | | | | | | | | | | | | | | | | | |
GraphPad Software, LLC | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 04/27/2027 | | 6,476 | | | 6,417 | | | 6,416 | | | 1.49 | | |
GraphPad Software, LLC | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 04/27/2027 | | — | | | (7) | | | (7) | | | — | | |
| | | | | | | | | | | | 6,410 | | | 6,409 | | | 1.49 | | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | |
365 Retail Markets, LLC | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 12/23/2026 | | 7,462 | | | 7,339 | | | 7,369 | | | 1.71 | | |
365 Retail Markets, LLC | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 12/23/2026 | | — | | | (15) | | | (15) | | | — | | |
365 Retail Markets, LLC | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 12/23/2026 | | 343 | | | 323 | | | 328 | | | 0.08 | | |
Capstone Acquisition Holdings, Inc. | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 11/12/2027 | | 6,920 | | | 6,866 | | | 6,920 | | | 1.61 | | |
Capstone Acquisition Holdings, Inc. | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 11/12/2027 | | 387 | | | 381 | | | 387 | | | 0.09 | | |
Encore Holdings, LLC | | (4) (5) (7) | | L + 4.50% | | 5.25% | | 11/23/2028 | | 9,341 | | | 9,180 | | | 9,180 | | | 2.14 | | |
Encore Holdings, LLC | | (4) (7) (12) | | L + 4.50% | | 5.25% | | 11/23/2028 | | 2,560 | | | 2,383 | | | 2,383 | | | 0.55 | | |
Encore Holdings, LLC | | (4) (7) (12) | | L + 4.50% | | 5.25% | | 11/23/2027 | | — | | | (46) | | | (46) | | | (0.01) | | |
FLS Holding, Inc. | | (4) (5) (6) (9) | | L + 5.25% | | 6.25% | | 12/17/2028 | | 23,000 | | | 22,542 | | | 22,542 | | | 5.25 | | |
FLS Holding, Inc. | | (4) (6) (9) (12) | | L + 5.25% | | 6.25% | | 12/17/2028 | | — | | | (50) | | | (50) | | | (0.01) | | |
FLS Holding, Inc. | | (4) (6) (9) (12) | | L + 5.25% | | 6.25% | | 12/17/2027 | | — | | | (40) | | | (40) | | | (0.01) | | |
KWOR Acquisition, Inc. | | (4) (5) (7) | | L + 5.25% | | 6.00% | | 12/22/2028 | | 878 | | | 865 | | | 865 | | | 0.20 | | |
KWOR Acquisition, Inc. | | (4) (12) | | P + 4.25% | | 7.50% | | 12/22/2027 | | 12 | | | 10 | | | 10 | | | — | | |
MHE Intermediate Holdings, LLC | | (4) (5) (6) | | L + 5.75% | | 6.75% | | 07/21/2027 | | 12,291 | | | 12,060 | | | 12,168 | | | 2.83 | | |
MHE Intermediate Holdings, LLC | | (4) (6) (12) | | L + 5.75% | | 6.75% | | 07/21/2027 | | 926 | | | 902 | | | 910 | | | 0.21 | | |
MHE Intermediate Holdings, LLC | | (4) (6) (12) | | L + 5.75% | | 6.75% | | 07/21/2027 | | — | | | (20) | | | (11) | | | — | | |
PDFTron US Acquisition Corp. | | (4) (5) (6) (9) | | L + 5.50% | | 6.50% | | 07/15/2027 | | 13,167 | | | 12,954 | | | 12,812 | | | 2.98 | | |
PDFTron US Acquisition Corp. | | (4) (5) (6) (9) (12) | | L + 5.50% | | 6.50% | | 07/15/2027 | | 2,640 | | | 2,590 | | | 2,527 | | | 0.59 | | |
PDFTron US Acquisition Corp. | | (4) (6) (9) (12) | | L + 5.50% | | 6.50% | | 07/15/2026 | | — | | | (60) | | | (89) | | | (0.02) | | |
Pritchard Industries, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 10/13/2027 | | 11,053 | | | 10,838 | | | 10,838 | | | 2.52 | | |
Pritchard Industries, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 10/13/2027 | | — | | | (25) | | | (25) | | | (0.01) | | |
Procure Acquireco, Inc. (Procure Analytics) | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 12/20/2028 | | 15,873 | | | 15,557 | | | 15,557 | | | 3.62 | | |
Procure Acquireco, Inc. (Procure Analytics) | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 12/20/2028 | | — | | | (32) | | | (32) | | | (0.01) | | |
Procure Acquireco, Inc. (Procure Analytics) | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 12/20/2028 | | — | | | (19) | | | (19) | | | — | | |
Sherlock Buyer Corp. | | (4) (5) (7) | | L + 5.75% | | 6.50% | | 12/08/2028 | | 18,694 | | | 18,323 | | | 18,323 | | | 4.26 | | |
Sherlock Buyer Corp. | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 12/08/2028 | | — | | | (53) | | | (53) | | | (0.01) | | |
Sherlock Buyer Corp. | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 12/08/2027 | | — | | | (43) | | | (43) | | | (0.01) | | |
Sweep Purchaser, LLC | | (4) (5) (6) | | L + 5.75% | | 6.75% | | 11/30/2026 | | 2,931 | | | 2,881 | | | 2,881 | | | 0.67 | | |
Sweep Purchaser, LLC | | (4) (5) (6) (12) | | L + 5.75% | | 6.75% | | 11/30/2026 | | 1,676 | | | 1,648 | | | 1,648 | | | 0.38 | | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Sweep Purchaser, LLC | | (4) (12) | | P + 4.75% | | 8.00% | | 11/30/2026 | | 150 | | | $ | 142 | | | $ | 142 | | | 0.03 | | % |
Valcourt Holdings II, LLC | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 01/07/2027 | | 12,766 | | | 12,544 | | | 12,766 | | | 2.97 | | |
Valcourt Holdings II, LLC | | (4) (6) (12) | | L + 5.50% | | 6.50% | | 01/07/2027 | | 840 | | | 802 | | | 840 | | | 0.20 | | |
Vessco Midco Holdings, LLC | | (4) (5) (6) | | L + 4.50% | | 5.50% | | 11/02/2026 | | 5,471 | | | 5,425 | | | 5,471 | | | 1.27 | | |
Vessco Midco Holdings, LLC | | (4) (6) (12) | | L + 4.50% | | 5.50% | | 11/02/2026 | | 2,943 | | | 2,914 | | | 2,943 | | | 0.68 | | |
Vessco Midco Holdings, LLC | | (4) (12) | | P + 3.50% | | 6.75% | | 10/18/2026 | | 40 | | | 33 | | | 40 | | | 0.01 | | |
VRC Companies, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 06/29/2027 | | 21,144 | | | 20,848 | | | 20,966 | | | 4.88 | | |
VRC Companies, LLC | | (4) (5) (7) (12) | | L + 5.50% | | 6.25% | | 06/29/2027 | | 1,398 | | | 1,349 | | | 1,369 | | | 0.32 | | |
VRC Companies, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 06/29/2027 | | — | | | (10) | | | (6) | | | — | | |
| | | | | | | | | | | | 171,286 | | | 171,756 | | | 39.97 | | |
Construction & Engineering | | | | | | | | | | | | | | | | | |
KPSKY Acquisition, Inc. | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 10/19/2028 | | 14,810 | | | 14,521 | | | 14,521 | | | 3.38 | | |
KPSKY Acquisition, Inc. | | (4) (12) | | P + 4.50% | | 7.75% | | 10/19/2028 | | 846 | | | 821 | | | 821 | | | 0.19 | | |
| | | | | | | | | | | | 15,342 | | | 15,342 | | | 3.57 | | |
Containers & Packaging | | | | | | | | | | | | | | | | | |
BP Purchaser, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 12/10/2028 | | 23,664 | | | 23,194 | | | 23,194 | | | 5.40 | | |
Fortis Solutions Group, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 10/13/2028 | | 8,327 | | | 8,165 | | | 8,165 | | | 1.90 | | |
Fortis Solutions Group, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 10/13/2028 | | — | | | (33) | | | (33) | | | (0.01) | | |
Fortis Solutions Group, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 10/15/2027 | | — | | | (22) | | | (22) | | | (0.01) | | |
| | | | | | | | | | | | 31,304 | | | 31,304 | | | 7.28 | | |
Distributors | | | | | | | | | | | | | | | | | |
PT Intermediate Holdings III, LLC | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 11/01/2028 | | 9,200 | | | 9,109 | | | 9,109 | | | 2.12 | | |
PT Intermediate Holdings III, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 11/01/2028 | | 6,095 | | | 6,035 | | | 6,035 | | | 1.40 | | |
| | | | | | | | | | | | 15,144 | | | 15,144 | | | 3.52 | | |
Diversified Consumer Services | | | | | | | | | | | | | | | | | |
Mammoth Holdings, LLC | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 10/16/2023 | | 3,478 | | | 3,454 | | | 3,478 | | | 0.81 | | |
Mammoth Holdings, LLC | | (4) (5) (6) (12) | | L + 6.00% | | 7.00% | | 10/16/2023 | | 12,368 | | | 12,253 | | | 12,368 | | | 2.88 | | |
Mammoth Holdings, LLC | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 10/16/2023 | | — | | | (3) | | | — | | | — | | |
| | | | | | | | | | | | 15,704 | | | 15,846 | | | 3.69 | | |
Diversified Financial Services | | | | | | | | | | | | | | | | | |
SitusAMC Holdings Corporation | | (4) (5) (7) | | L + 5.75% | | 6.50% | | 12/22/2027 | | 7,200 | | | 7,128 | | | 7,128 | | | 1.66 | | |
Food Products | | | | | | | | | | | | | | | | | |
Teasdale Foods, Inc. (Teasdale Latin Foods) | | (4) (5) (6) | | L + 6.25%; 1.00% PIK | | 8.25% | | 12/18/2025 | | 3,716 | | | 3,655 | | | 3,343 | | | 0.78 | | |
Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | |
Performance Health Holdings, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 07/12/2027 | | 4,489 | | | 4,405 | | | 4,489 | | | 1.04 | | |
| | | | | | | | | | | | | | | | | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Health Care Providers & Services | | | | | | | | | | | | | | | | | |
Bearcat Buyer, Inc. | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 07/09/2026 | | 6,843 | | | $ | 6,700 | | | $ | 6,843 | | | 1.59 | | % |
Bearcat Buyer, Inc. | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 07/09/2026 | | 6,262 | | | 6,122 | | | 6,262 | | | 1.46 | | |
DCA Investment Holdings, LLC | | (4) (5) (7) | | L + 6.25% | | 7.00% | | 03/12/2027 | | 4,790 | | | 4,726 | | | 4,790 | | | 1.11 | | |
DCA Investment Holdings, LLC | | (4) (7) (12) | | L + 6.25% | | 7.00% | | 03/12/2027 | | 462 | | | 451 | | | 462 | | | 0.11 | | |
Heartland Veterinary Partners, LLC | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 12/10/2026 | | 3,914 | | | 3,876 | | | 3,876 | | | 0.90 | | |
Heartland Veterinary Partners, LLC | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 12/10/2026 | | 881 | | | 795 | | | 795 | | | 0.19 | | |
Heartland Veterinary Partners, LLC | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 12/10/2026 | | — | | | (7) | | | (7) | | | — | | |
Promptcare Infusion Buyer, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 09/01/2027 | | 3,928 | | | 3,853 | | | 3,835 | | | 0.89 | | |
Promptcare Infusion Buyer, Inc. | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 09/01/2027 | | 359 | | | 339 | | | 319 | | | 0.07 | | |
Suveto Buyer, LLC | | (4) (7) (12) | | L + 4.25% | | 5.00% | | 09/09/2027 | | 3,323 | | | 3,274 | | | 3,259 | | | 0.76 | | |
Suveto Buyer, LLC | | (4) (12) | | P + 3.25% | | 6.50% | | 09/09/2027 | | 253 | | | 248 | | | 248 | | | 0.06 | | |
| | | | | | | | | | | | 30,377 | | | 30,682 | | | 7.14 | | |
Health Care Technology | | | | | | | | | | | | | | | | | |
Lightspeed Buyer, Inc. | | (4) (5) (6) | | L + 5.75% | | 6.75% | | 02/03/2026 | | 4,266 | | | 4,168 | | | 4,077 | | | 0.95 | | |
Lightspeed Buyer, Inc. | | (4) (5) (6) (12) | | L + 5.75% | | 6.75% | | 02/03/2026 | | 3,109 | | | 3,019 | | | 2,911 | | | 0.68 | | |
| | | | | | | | | | | | 7,187 | | | 6,988 | | | 1.63 | | |
Insurance | | | | | | | | | | | | | | | | | |
Foundation Risk Partners, Corp. | | (4) (5) (7) | | L + 5.75% | | 6.50% | | 10/29/2028 | | 18,553 | | | 18,280 | | | 18,280 | | | 4.25 | | |
Foundation Risk Partners, Corp. | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 10/29/2028 | | 2,305 | | | 2,258 | | | 2,258 | | | 0.53 | | |
Foundation Risk Partners, Corp. | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 10/29/2027 | | — | | | (29) | | | (29) | | | (0.01) | | |
Galway Borrower, LLC | | (4) (5) (7) | | L + 5.25% | | 6.00% | | 09/29/2028 | | 11,452 | | | 11,230 | | | 11,254 | | | 2.62 | | |
Galway Borrower, LLC | | (4) (7) (12) | | L + 5.25% | | 6.00% | | 09/29/2028 | | 790 | | | 757 | | | 744 | | | 0.17 | | |
Galway Borrower, LLC | | (4) (7) (12) | | L + 5.25% | | 6.00% | | 09/30/2027 | | — | | | (17) | | | (15) | | | — | | |
Higginbotham Insurance Agency, Inc. | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 11/25/2026 | | 4,853 | | | 4,791 | | | 4,804 | | | 1.12 | | |
Higginbotham Insurance Agency, Inc. | | (4) (5) (7) (12) | | L + 5.50% | | 6.25% | | 11/25/2026 | | 1,370 | | | 1,352 | | | 1,356 | | | 0.32 | | |
High Street Buyer, Inc. | | (4) (5) (7) | | L + 6.00% | | 6.75% | | 04/14/2028 | | 4,326 | | | 4,246 | | | 4,326 | | | 1.01 | | |
High Street Buyer, Inc. | | (4) (5) (7) (12) | | L + 6.00% | | 6.75% | | 04/14/2028 | | 15,916 | | | 15,601 | | | 15,916 | | | 3.70 | | |
High Street Buyer, Inc. | | (4) (7) (12) | | L + 6.00% | | 6.75% | | 04/16/2027 | | — | | | (16) | | | — | | | — | | |
Integrity Marketing Acquisition, LLC | | (4) (5) (6) (12) | | L + 5.75% | | 6.75% | | 08/27/2025 | | 24,849 | | | 24,545 | | | 24,478 | | | 5.70 | | |
Integrity Marketing Acquisition, LLC | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 08/27/2025 | | 6,172 | | | 6,078 | | | 6,060 | | | 1.41 | | |
Keystone Agency Investors | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 05/03/2027 | | 2,003 | | | 1,974 | | | 1,974 | | | 0.46 | | |
Keystone Agency Investors | | (4) (6) (12) | | L + 5.50% | | 6.50% | | 05/03/2027 | | — | | | (38) | | | (38) | | | (0.01) | | |
Peter C. Foy & Associates Insurance Services, LLC | | (4) (5) (7) | | L + 6.00% | | 6.75% | | 11/01/2028 | | 7,488 | | | 7,415 | | | 7,415 | | | 1.73 | | |
Peter C. Foy & Associates Insurance Services, LLC | | (4) (7) (12) | | L + 6.00% | | 6.75% | | 11/01/2028 | | 1,430 | | | 1,413 | | | 1,413 | | | 0.33 | | |
Peter C. Foy & Associates Insurance Services, LLC | | (4) (7) (12) | | L + 6.00% | | 6.75% | | 11/01/2027 | | — | | | (3) | | | (3) | | | — | | |
RSC Acquisition, Inc. | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 10/30/2026 | | 1,281 | | | 1,269 | | | 1,269 | | | 0.30 | | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
RSC Acquisition, Inc. | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 10/30/2026 | | 3,844 | | | $ | 3,753 | | | $ | 3,753 | | | 0.87 | | % |
World Insurance Associates, LLC | | (4) (5) (6) | | L + 5.75% | | 6.75% | | 04/01/2026 | | 15,078 | | | 14,726 | | | 14,782 | | | 3.44 | | |
World Insurance Associates, LLC | | (4) (5) (6) (12) | | L + 5.75% | | 6.75% | | 04/01/2026 | | 11,772 | | | 11,538 | | | 11,539 | | | 2.69 | | |
World Insurance Associates, LLC | | (4) (6) (12) | | L + 5.75% | | 6.75% | | 04/01/2026 | | 73 | | | 56 | | | 54 | | | 0.01 | | |
| | | | | | | | | | | | 131,179 | | | 131,590 | | | 30.62 | | |
Interactive Media & Services | | | | | | | | | | | | | | | | | |
FMG Suite Holdings, LLC | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 10/30/2026 | | 9,537 | | | 9,366 | | | 9,502 | | | 2.21 | | |
FMG Suite Holdings, LLC | | (4) (5) (6) (12) | | L + 5.50% | | 6.50% | | 10/30/2026 | | — | | | (39) | | | (8) | | | — | | |
FMG Suite Holdings, LLC | | (4) (5) (6) (12) | | L + 5.50% | | 6.50% | | 10/30/2026 | | — | | | (20) | | | (4) | | | — | | |
MSM Acquisitions, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 12/09/2026 | | 11,434 | | | 11,268 | | | 11,320 | | | 2.63 | | |
MSM Acquisitions, Inc. | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 12/09/2026 | | 3,261 | | | 3,151 | | | 3,114 | | | 0.72 | | |
MSM Acquisitions, Inc. | | (4) (12) | | P + 5.00% | | 8.25% | | 12/09/2026 | | 122 | | | 100 | | | 109 | | | 0.03 | | |
Triple Lift, Inc. | | (4) (5) (7) | | L + 5.75% | | 6.50% | | 05/08/2028 | | 11,940 | | | 11,719 | | | 11,830 | | | 2.75 | | |
Triple Lift, Inc. | | (4) (7) (12) | | L + 5.75% | | 6.50% | | 05/08/2028 | | — | | | (31) | | | (16) | | | — | | |
| | | | | | | | | | | | 35,514 | | | 35,847 | | | 8.34 | | |
IT Services | | | | | | | | | | | | | | | | | |
Atlas Purchaser, Inc. | | (5) (7) | | L + 5.25% | | 6.00% | | 05/08/2028 | | 7,463 | | | 7,324 | | | 7,313 | | | 1.70 | | |
Donuts, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 12/29/2026 | | 6,188 | | | 6,079 | | | 6,188 | | | 1.44 | | |
Govbrands Intermediate, Inc. | | (4) (5) (7) | | L + 5.50% | | 6.25% | | 08/04/2027 | | 17,212 | | | 16,806 | | | 16,806 | | | 3.91 | | |
Govbrands Intermediate, Inc. | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 08/04/2027 | | 3,882 | | | 3,769 | | | 3,769 | | | 0.88 | | |
Govbrands Intermediate, Inc. | | (4) (7) (12) | | L + 5.50% | | 6.25% | | 08/04/2027 | | — | | | (42) | | | (42) | | | (0.01) | | |
Syntax Systems Ltd | | (4) (5) (7) (9) | | L + 5.50% | | 6.25% | | 10/29/2028 | | 15,348 | | | 15,197 | | | 15,197 | | | 3.54 | | |
Syntax Systems Ltd | | (4) (7) (9) (12) | | L + 5.50% | | 6.25% | | 10/29/2028 | | — | | | (39) | | | (39) | | | (0.01) | | |
Syntax Systems Ltd | | (4) (7) (9) (12) | | L + 5.50% | | 6.25% | | 10/29/2026 | | 701 | | | 686 | | | 686 | | | 0.16 | | |
Thrive Buyer, Inc. (Thrive Networks) | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 01/22/2027 | | 7,318 | | | 7,188 | | | 7,188 | | | 1.67 | | |
Thrive Buyer, Inc. (Thrive Networks) | | (4) (5) (6) (12) | | L + 6.00% | | 7.00% | | 01/22/2027 | | 3,078 | | | 2,976 | | | 2,976 | | | 0.69 | | |
Thrive Buyer, Inc. (Thrive Networks) | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 01/22/2027 | | — | | | (12) | | | (12) | | | — | | |
Upstack Holdco, Inc. | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 08/20/2027 | | 4,219 | | | 4,118 | | | 4,129 | | | 0.96 | | |
Upstack Holdco, Inc. | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 08/20/2027 | | 1,425 | | | 1,401 | | | 1,385 | | | 0.32 | | |
Upstack Holdco, Inc. | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 08/20/2027 | | — | | | (10) | | | (8) | | | — | | |
| | | | | | | | | | | | 65,441 | | | 65,536 | | | 15.25 | | |
Leisure Products | | | | | | | | | | | | | | | | | |
GSM Acquisition Corp. (GSM Outdoors) | | (4) (5) (6) | | L + 5.00% | | 6.00% | | 11/16/2026 | | 19,884 | | | 19,681 | | | 19,884 | | | 4.63 | | |
GSM Acquisition Corp. (GSM Outdoors) | | (4) (5) (6) (12) | | L + 5.00% | | 6.00% | | 11/16/2026 | | 1,697 | | | 1,677 | | | 1,697 | | | 0.39 | | |
GSM Acquisition Corp. (GSM Outdoors) | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 11/16/2026 | | 1,017 | | | 998 | | | 1,017 | | | 0.24 | | |
| | | | | | | | | | | | 22,356 | | | 22,598 | | | 5.26 | | |
| | | | | | | | | | | | | | | | | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Machinery | | | | | | | | | | | | | | | | | |
Answer Target Holdco, LLC | | (4) (5) (6) | | L + 6.00% | | 7.00% | | 12/30/2026 | | 13,000 | | | $ | 12,740 | | | $ | 12,740 | | | 2.96 | | % |
Answer Target Holdco, LLC | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 12/30/2026 | | — | | | (20) | | | (20) | | | — | | |
| | | | | | | | | | | | 12,720 | | | 12,720 | | | 2.96 | | |
Multi-Utilities | | | | | | | | | | | | | | | | | |
AWP Group Holdings, Inc. | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 12/22/2027 | | 10,804 | | | 10,659 | | | 10,804 | | | 2.51 | | |
AWP Group Holdings, Inc. | | (4) (5) (6) (12) | | L + 4.75% | | 5.75% | | 12/22/2027 | | 1,575 | | | 1,542 | | | 1,575 | | | 0.37 | | |
AWP Group Holdings, Inc. | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 12/22/2026 | | 521 | | | 498 | | | 521 | | | 0.12 | | |
Ground Penetrating Radar Systems, LLC | | (4) (5) (6) | | L + 4.75% | | 5.75% | | 06/26/2026 | | 3,759 | | | 3,694 | | | 3,759 | | | 0.87 | | |
Ground Penetrating Radar Systems, LLC | | (4) (6) (12) | | L + 4.75% | | 5.75% | | 06/26/2025 | | 323 | | | 312 | | | 323 | | | 0.08 | | |
| | | | | | | | | | | | 16,705 | | | 16,982 | | | 3.95 | | |
| | | | | | | | | | | | | | | | | |
Professional Services | | | | | | | | | | | | | | | | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (5) (6) | | L + 6.25% | | 7.25% | | 03/10/2027 | | 8,060 | | | 7,898 | | | 8,060 | | | 1.88 | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (6) (12) | | L + 6.25% | | 7.25% | | 03/10/2027 | | — | | | (14) | | | — | | | — | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (6) (12) | | L + 6.25% | | 7.25% | | 03/10/2027 | | 90 | | | 78 | | | 90 | | | 0.02 | | |
Citrin Cooperman Advisors, LLC | | (4) (5) (7) | | L + 5.00% | | 5.75% | | 10/01/2027 | | 8,647 | | | 8,480 | | | 8,480 | | | 1.97 | | |
Citrin Cooperman Advisors, LLC | | (4) (7) (12) | | L + 5.00% | | 5.75% | | 10/01/2027 | | — | | | (36) | | | (36) | | | (0.01) | | |
Citrin Cooperman Advisors, LLC | | (4) (7) (12) | | L + 5.00% | | 5.75% | | 10/01/2027 | | — | | | (201) | | | (201) | | | (0.05) | | |
IQN Holding Corp., dba Beeline | | (4) (5) (6) | | L + 5.50% | | 6.50% | | 08/20/2024 | | 18,526 | | | 18,443 | | | 18,526 | | | 4.31 | | |
| | | | | | | | | | | | 34,648 | | | 34,919 | | | 8.13 | | |
Real Estate Management & Development | | | | | | | | | | | | | | | | | |
Associations, Inc. | | (4) (5) (6) | | L + 4.00%; 2.50% PIK | | 7.50% | | 07/02/2027 | | 6,794 | | | 6,731 | | | 6,794 | | | 1.58 | | |
Associations, Inc. | | (4) (5) (6) (12) | | L + 4.00%; 2.50% PIK | | 7.50% | | 07/02/2027 | | 1,167 | | | 1,156 | | | 1,167 | | | 0.27 | | |
Associations, Inc. | | (4) (5) (6) (12) | | L + 6.50% | | 7.50% | | 07/02/2027 | | 4,794 | | | 4,750 | | | 4,794 | | | 1.12 | | |
Associations, Inc. | | (4) (6) (12) | | L + 6.50% | | 7.50% | | 07/02/2027 | | — | | | (7) | | | — | | | — | | |
Zarya Intermediate, LLC | | (4) (5) (6) | | L + 6.50% | | 7.50% | | 07/01/2027 | | 10,500 | | | 10,304 | | | 10,500 | | | 2.44 | | |
Zarya Intermediate, LLC | | (4) (5) (6) (12) | | L + 6.50% | | 7.50% | | 07/01/2027 | | 8,250 | | | 8,093 | | | 8,250 | | | 1.92 | | |
Zarya Intermediate, LLC | | (4) (6) (12) | | L + 6.50% | | 7.50% | | 07/01/2027 | | — | | | (37) | | | — | | | — | | |
| | | | | | | | | | | | 30,990 | | | 31,505 | | | 7.33 | | |
Software | | | | | | | | | | | | | | | | | |
Alert Media, Inc. | | (4) (5) (6) | | L + 5.00% | | 6.00% | | 04/12/2027 | | 6,000 | | | 5,919 | | | 5,853 | | | 1.36 | | |
Alert Media, Inc. | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 04/10/2026 | | — | | | (10) | | | (18) | | | — | | |
Appfire Technologies, LLC | | (4) (6) | | L + 5.50% | | 6.50% | | 03/09/2027 | | 1,998 | | | 1,990 | | | 1,998 | | | 0.46 | | |
Appfire Technologies, LLC | | (4) (6) (12) | | L + 5.50% | | 6.50% | | 03/09/2027 | | — | | | (26) | | | — | | | — | | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Assembly Intermediate, LLC | | (4) (5) (6) | | L + 7.00% | | 8.00% | | 10/19/2027 | | 8,889 | | | $ | 8,716 | | | $ | 8,716 | | | 2.03 | | % |
Assembly Intermediate, LLC | | (4) (6) (12) | | L + 7.00% | | 8.00% | | 10/19/2027 | | 533 | | | 507 | | | 507 | | | 0.12 | | |
Assembly Intermediate, LLC | | (4) (6) (12) | | L + 7.00% | | 8.00% | | 10/19/2027 | | — | | | (17) | | | (17) | | | — | | |
CLEO Communications Holding, LLC | | (4) (5) (6) | | L + 6.75% | | 7.75% | | 06/09/2027 | | 17,142 | | | 16,983 | | | 16,871 | | | 3.93 | | |
CLEO Communications Holding, LLC | | (4) (6) (12) | | L + 6.75% | | 7.75% | | 06/09/2027 | | — | | | (49) | | | (85) | | | (0.02) | | |
Cordeagle US Finco, Inc. | | (4) (5) (6) (9) | | L + 6.75% | | 7.75% | | 07/30/2027 | | 7,800 | | | 7,653 | | | 7,800 | | | 1.82 | | |
Cordeagle US Finco, Inc. | | (4) (6) (9) (12) | | L + 6.75% | | 7.75% | | 07/30/2027 | | — | | | (22) | | | — | | | — | | |
GS AcquisitionCo, Inc. | | (4) (5) (6) | | L + 5.75% | | 6.75% | | 05/22/2026 | | 25,933 | | | 25,720 | | | 25,804 | | | 6.00 | | |
GS AcquisitionCo, Inc. | | (4) (6) (12) | | L + 5.75% | | 6.75% | | 05/22/2026 | | — | | | (11) | | | (23) | | | (0.01) | | |
GS AcquisitionCo, Inc. | | (4) (6) (12) | | L + 5.75% | | 6.75% | | 05/22/2026 | | 431 | | | 421 | | | 426 | | | 0.10 | | |
Gurobi Optimization, LLC | | (4) (5) (6) | | L + 5.00% | | 6.00% | | 12/19/2023 | | 4,408 | | | 4,380 | | | 4,408 | | | 1.03 | | |
Gurobi Optimization, LLC | | (4) (6) (12) | | L + 5.00% | | 6.00% | | 12/19/2023 | | — | | | (3) | | | — | | | — | | |
Pound Bidco, Inc. | | (4) (5) (6) (9) | | L + 6.50% | | 7.50% | | 01/30/2026 | | 3,004 | | | 2,951 | | | 2,951 | | | 0.69 | | |
Pound Bidco, Inc. | | (4) (5) (6) (9) (12) | | L + 6.50% | | 7.50% | | 01/30/2026 | | — | | | (6) | | | (6) | | | — | | |
Revalize, Inc. | | (4) (5) (6) (12) | | L + 5.25% | | 6.25% | | 04/15/2027 | | 8,719 | | | 8,652 | | | 8,625 | | | 2.01 | | |
Revalize, Inc. | | (4) (6) (12) | | L + 5.25% | | 6.25% | | 04/15/2027 | | — | | | (1) | | | (1) | | | — | | |
Skykick, Inc. | | (4) (5) (6) | | L + 7.25% | | 8.25% | | 09/01/2027 | | 2,700 | | | 2,635 | | | 2,635 | | | 0.61 | | |
Skykick, Inc. | | (4) (6) (12) | | L + 7.25% | | 8.25% | | 09/01/2027 | | — | | | (13) | | | (13) | | | — | | |
Trunk Acquisition, Inc. | | (4) (6) | | L + 6.00% | | 7.00% | | 2/19/2027 | | 4,571 | | | 4,526 | | | 4,526 | | | 1.05 | | |
Trunk Acquisition, Inc. | | (4) (6) (12) | | L + 6.00% | | 7.00% | | 2/19/2026 | | — | | | (4) | | | (4) | | | — | | |
| | | | | | | | | | | | 90,891 | | | 90,953 | | | 21.17 | | |
Total First Lien Debt | | | | | | | | | | | | $ | 872,028 | | | $ | 875,168 | | | 203.66 | | % |
| | | | | | | | | | | | | | | | | |
Second Lien Debt | | | | | | | | | | | | | | | | | |
Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | | | |
Infinite Bidco, LLC | | (4) (8) | | L + 7.00% | | 7.50% | | 03/02/2029 | | 3,000 | | | $ | 2,988 | | | $ | 3,000 | | | 0.70 | | % |
Infinite Bidco, LLC | | (4) (8) (12) | | L + 7.00% | | 7.50% | | 03/02/2029 | | — | | | (3) | | | — | | | — | | |
| | | | | | | | | | | | 2,985 | | | 3,000 | | | 0.70 | | |
Health Care Providers & Services | | | | | | | | | | | | | | | | | |
Heartland Veterinary Partners, LLC | | (4) (6) | | L + 8.00% | | 9.00% | | 12/10/2027 | | 360 | | | 353 | | | 353 | | | 0.08 | | |
Heartland Veterinary Partners, LLC | | (4) (6) (12) | | L + 8.00% | | 9.00% | | 12/10/2027 | | 53 | | | 52 | | | 52 | | | 0.01 | | |
| | | | | | | | | | | | 405 | | | 405 | | | 0.09 | | |
Industrial Conglomerates | | | | | | | | | | | | | | | | | |
Aptean, Inc. | | (4) (7) | | L + 7.00% | | 7.75% | | 04/23/2027 | | 1,050 | | | 1,050 | | | 1,050 | | | 0.24 | | |
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SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
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Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Interest Rate(2) | | Maturity Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
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IT Services | | | | | | | | | | | | | | | | | |
Idera, Inc. | | (4) (7) | | L + 6.75% | | 7.50% | | 03/02/2029 | | 530 | | | $ | 526 | | | $ | 530 | | | 0.12 | | % |
Red Dawn SEI Buyer, Inc. | | (4) (6) (12) | | L + 8.50% | | 9.50% | | 11/20/2026 | | 1,000 | | | 978 | | | 1,000 | | | 0.23 | | |
| | | | | | | | | | | | 1,504 | | | 1,530 | | | 0.36 | | |
Software | | | | | | | | | | | | | | | | | |
Flexera Software, LLC | | (4) (6) | | L + 7.00% | | 8.00% | | 03/03/2029 | | 1,500 | | | 1,472 | | | 1,500 | | | 0.35 | | |
Total Second Lien Debt | | | | | | | | | | | | $ | 7,416 | | | $ | 7,485 | | | 1.74 | | % |
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Other Securities | | | | | | | | | | | | | | | | | |
Unsecured Debt | | | | | | | | | | | | | | | | | |
Food Products | | | | | | | | | | | | | | | | | |
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods) | | (4) | | 16.25% PIK | | | | 06/18/2026 | | 600 | | | $ | 593 | | | $ | 450 | | | 0.10 | | % |
Total Unsecured Debt | | | | | | | | | | | | $ | 593 | | | $ | 450 | | | 0.10 | | % |
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SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) | | Footnotes | | Reference Rate and Spread | | Acquisition Date | | Par Amount/ Shares | | Cost(3) | | Fair Value | | Percentage of Net Assets | |
Preferred Equity | | | | | | | | | | | | | | | |
Integrity Marketing Acquisition, LLC | | (4) (11) | | 10.50% | | 12/22/2021 | | 750,000 | | | $ | 735 | | | $ | 735 | | | 0.17 | % |
Revalize, Inc. | | (4) (11) | | 11.00% | | 12/14/2021 | | 1,500 | | | 1,470 | | | 1,470 | | | 0.34 | |
Skykick, Inc. | | (4) (11) | | | | 08/31/2021 | | 23,665 | | | 225 | | | 229 | | | 0.05 | |
Total Preferred Equity | | | | | | | | | | 2,430 | | | 2,434 | | | 0.57 | |
Common Equity | | | | | | | | | | | | | | | |
Abacus Data Holdings, Inc. (AbacusNext) | | (4) (11) | | | | 07/12/2021 | | 5,196 | | | 519 | | | 479 | | | 0.11 | |
BP Purchaser, LLC | | (4) (11) | | | | 12/10/2021 | | 1,233,333 | | | 1,234 | | | 1,234 | | | 0.29 | |
CSC Thrive Holdings, LP (Thrive Networks) | | (4) (11) | | | | 03/01/2021 | | 53,339 | | | 137 | | | 177 | | | 0.04 | |
Encore Holdings, LLC | | (4) (11) | | | | 11/23/2021 | | 478 | | | 55 | | | 55 | | | 0.01 | |
GSM Equity Investors, LP (GSM Outdoors) | | (4) (11) | | | | 11/16/2020 | | 500 | | | 50 | | | 138 | | | 0.03 | |
PCX Holding Corp. | | (4) (11) | | | | 04/22/2021 | | 1,154 | | | 115 | | | 170 | | | 0.04 | |
Pritchard Industries, Inc. | | (4) (11) | | | | 10/13/2021 | | 300,000 | | | 300 | | | 300 | | | 0.07 | |
Procure Acquiom Financial, LLC (Procure Analytics) | | (4) (11) | | | | 12/20/2021 | | 500,000 | | | 500 | | | 500 | | | 0.12 | |
Shelby Co-invest, LP. (Spectrum Automotive) | | (4) (11) | | | | 06/29/2021 | | 1,500 | | | 150 | | | 175 | | | 0.04 | |
Suveto Buyer, LLC | | (4) (9) (11) | | | | 11/19/2021 | | 3,000 | | | 300 | | | 300 | | | 0.07 | |
Total Common Equity | | | | | | | | | | 3,360 | | | 3,528 | | | 0.82 | |
Total Other Securities | | | | | | | | | | $ | 6,383 | | | $ | 6,412 | | | 1.49 | % |
Total Portfolio Investments | | | | | | | | | | $ | 885,827 | | | $ | 889,065 | | | 206.89 | % |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
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(1) | Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company is not an “affiliated person” of any of its portfolio companies. |
(2) | Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.10%, the 90-day L at 0.21%, the 180-day L at 0.34% and the P at 3.25%. |
(3) | The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
(4) | These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy. |
(5) | Assets or a portion thereof are pledged as collateral for the JPM Funding Facility. See Note 6 “Debt”. |
(6) | Loan includes interest rate floor of 1.00%. |
(7) | Loan includes interest rate floor of 0.75%. |
(8) | Loan includes interest rate floor of 0.50%. |
(9) | The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021 non-qualifying assets represented 6.80% of total assets as calculated in accordance with regulatory requirements. |
(10) | Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company. |
(11) | Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted securities”. As of December 31, 2021, the aggregate fair value of these securities is $5,962 or 1.4% of the Company’s net assets. The initial acquisition dates have been included for such securities. |
(12) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2021: |
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Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
First Lien Debt | | | | | |
365 Retail Markets, LLC | 1.00% | Delayed Draw Term Loan | 11/05/2023 | $ | 2,382 | | $ | (15) | |
365 Retail Markets, LLC | 0.50% | Revolver | 12/23/2026 | 857 | | (11) | |
Abacus Data Holdings, Inc. (AbacusNext) | 1.00% | Delayed Draw Term Loan | 09/08/2022 | 1,500 | | — | |
Abacus Data Holdings, Inc. (AbacusNext) | 0.50% | Revolver | 03/10/2027 | 510 | | — | |
Alert Media, Inc. | 0.50% | Revolver | 04/10/2026 | 750 | | (18) | |
Answer Target Holdco, LLC | 0.50% | Revolver | 12/30/2026 | 1,000 | | (20) | |
Appfire Technologies, LLC | 0.50% | Delayed Draw Term Loan | 01/05/2023 | 5,797 | | — | |
ARI Network Services, Inc. | 0.50% | Revolver | 02/28/2025 | 727 | | (6) | |
Assembly Intermediate, LLC | 1.00% | Delayed Draw Term Loan | 10/19/2023 | 1,689 | | (20) | |
Assembly Intermediate, LLC | 0.50% | Revolver | 10/19/2027 | 889 | | (17) | |
Associations, Inc. | 0.50% | Revolver | 07/02/2027 | 797 | | — | |
AWP Group Holdings, Inc. | 1.00% | Delayed Draw Term Loan | 12/22/2022 | 1,579 | | — | |
AWP Group Holdings, Inc. | 0.50% | Revolver | 12/22/2026 | 1,374 | | — | |
Bearcat Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 11/23/2022 | 513 | | — | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Capstone Acquisition Holdings, Inc. | 1.00% | Delayed Draw Term Loan | 05/13/2022 | $ | 625 | | $ | — | |
CC SAG Holdings Corp. (Spectrum Automotive) | 1.00% | Delayed Draw Term Loan | 06/29/2023 | 1,901 | | (22) | |
CC SAG Holdings Corp. (Spectrum Automotive) | 0.50% | Revolver | 06/29/2027 | 378 | | (4) | |
Citrin Cooperman Advisors, LLC | 1.00% | Delayed Draw Term Loan | 10/01/2023 | 3,706 | | (36) | |
Citrin Cooperman Advisors, LLC | 0.50% | Revolver | 10/01/2027 | 10,500 | | (201) | |
CLEO Communications Holding, LLC | 0.50% | Revolver | 06/09/2027 | 5,358 | | (85) | |
Cordeagle US Finco, Inc. | 0.50% | Revolver | 07/30/2027 | 1,200 | | — | |
DCA Investment Holdings, LLC | 1.00% | Delayed Draw Term Loan | 03/12/2023 | 724 | | — | |
Encore Holdings, LLC | 0.75% | Delayed Draw Term Loan | 11/23/2024 | 15,404 | | (152) | |
Encore Holdings, LLC | 0.50% | Revolver | 11/23/2027 | 2,695 | | (46) | |
FLS Holding, Inc. | 1.00% | Delayed Draw Term Loan | 06/17/2023 | 5,000 | | (50) | |
FLS Holding, Inc. | 0.50% | Revolver | 12/17/2027 | 2,000 | | (39) | |
FMG Suite Holdings, LLC | 0.50% | Delayed Draw Term Loan | 10/28/2022 | 2,250 | | (8) | |
FMG Suite Holdings, LLC | 0.50% | Revolver | 10/30/2026 | 1,125 | | (4) | |
Fortis Solutions Group, LLC | 0.50% | Delayed Draw Term Loan | 10/15/2023 | 3,373 | | (33) | |
Fortis Solutions Group, LLC | 0.50% | Revolver | 10/15/2027 | 1,157 | | (22) | |
Foundation Risk Partners, Corp. | 1.00% | Delayed Draw Term Loan | 10/29/2023 | 1,729 | | (20) | |
Foundation Risk Partners, Corp. | 0.50% | Revolver | 10/29/2027 | 1,959 | | (29) | |
Galway Borrower, LLC | 0.50% | Delayed Draw Term Loan | 09/30/2023 | 1,848 | | (32) | |
Galway Borrower, LLC | 0.50% | Revolver | 09/30/2027 | 880 | | (15) | |
Govbrands Intermediate, Inc. | 1.00% | Delayed Draw Term Loan | 08/04/2023 | 1,794 | | (36) | |
Govbrands Intermediate, Inc. | 0.50% | Revolver | 08/04/2027 | 1,816 | | (42) | |
GraphPad Software, LLC | 0.50% | Revolver | 04/27/2027 | 750 | | (7) | |
Ground Penetrating Radar Systems, LLC | 0.50% | Revolver | 06/26/2025 | 380 | | — | |
GS AcquisitionCo, Inc. | 0.50% | Delayed Draw Term Loan | 11/03/2022 | 4,643 | | (23) | |
GS AcquisitionCo, Inc. | 0.50% | Revolver | 05/22/2026 | 476 | | (2) | |
GSM Acquisition Corp. (GSM Outdoors) | 0.50% | Revolver | 11/16/2026 | 617 | | — | |
Gurobi Optimization, LLC | 0.50% | Revolver | 12/19/2023 | 536 | | — | |
Heartland Veterinary Partners, LLC | 0.75% | Delayed Draw Term Loan | 11/17/2023 | 7,926 | | (77) | |
Heartland Veterinary Partners, LLC | 0.50% | Revolver | 12/10/2026 | 779 | | (8) | |
High Street Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 08/11/2023 | 1,451 | | — | |
High Street Buyer, Inc. | 0.50% | Revolver | 04/16/2027 | 915 | | — | |
Integrity Marketing Acquisition, LLC | 1.00% | Delayed Draw Term Loan | 12/03/2023 | 1,310 | | (20) | |
Jonathan Acquisition Company | 0.50% | Revolver | 12/22/2025 | 1,304 | | (32) | |
Keystone Agency Investors | 1.00% | Delayed Draw Term Loan | 12/21/2023 | 2,578 | | (38) | |
KPSKY Acquisition, Inc. | —% | Delayed Draw Term Loan | 10/19/2023 | 848 | | (12) | |
KWOR Acquisition, Inc. | 0.50% | Revolver | 12/22/2027 | 110 | | (2) | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Lightspeed Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 02/28/2023 | $ | 1,350 | | $ | (60) | |
Mammoth Holdings, LLC | 0.50% | Delayed Draw Term Loan | 12/15/2022 | 3,186 | | — | |
Mammoth Holdings, LLC | 0.50% | Revolver | 10/16/2023 | 408 | | — | |
MHE Intermediate Holdings, LLC | 1.00% | Delayed Draw Term Loan | 07/21/2023 | 679 | | (7) | |
MHE Intermediate Holdings, LLC | 0.50% | Revolver | 07/21/2027 | 1,071 | | (11) | |
MSM Acquisitions, Inc. | 1.00% | Delayed Draw Term Loan | 01/30/2023 | 11,364 | | (114) | |
MSM Acquisitions, Inc. | 0.50% | Revolver | 12/09/2026 | 1,194 | | (12) | |
Omni Intermediate Holdings, LLC | 1.00% | Delayed Draw Term Loan | 12/01/2023 | 1,565 | | (8) | |
Omni Intermediate Holdings, LLC | 0.50% | Revolver | 12/30/2025 | 989 | | (10) | |
PCX Holding Corp. | 1.00% | Delayed Draw Term Loan | 04/22/2023 | 793 | | — | |
PCX Holding Corp. | 0.50% | Revolver | 04/22/2027 | 793 | | — | |
PDFTron US Acquisition Corp. | 1.00% | Delayed Draw Term Loan | 01/15/2023 | 1,560 | | (42) | |
PDFTron US Acquisition Corp. | 0.50% | Revolver | 07/15/2026 | 3,300 | | (89) | |
Peter C. Foy & Associates Insurance Services, LLC | 1.00% | Delayed Draw Term Loan | 05/02/2023 | 650 | | (5) | |
Peter C. Foy & Associates Insurance Services, LLC | 0.50% | Revolver | 11/01/2027 | 347 | | (3) | |
Pound Bidco, Inc. | 0.50% | Revolver | 01/30/2026 | 388 | | (6) | |
Pritchard Industries, LLC | 1.00% | Delayed Draw Term Loan | 10/13/2023 | 2,632 | | (25) | |
Procure Acquireco, Inc. (Procure Analytics) | 0.50% | Delayed Draw Term Loan | 12/20/2023 | 3,175 | | (32) | |
Procure Acquireco, Inc. (Procure Analytics) | 0.50% | Revolver | 12/20/2028 | 952 | | (19) | |
Promptcare Infusion Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 09/01/2023 | 1,307 | | (31) | |
PT Intermediate Holdings III, LLC | —% | Delayed Draw Term Loan | 05/11/2022 | 8,510 | | — | |
Revalize, Inc. | 0.50% | Delayed Draw Term Loan | 06/13/2023 | 710 | | (7) | |
Revalize, Inc. | 0.50% | Revolver | 04/15/2027 | 71 | | (1) | |
RSC Acquisition, Inc. | 0.50% | Delayed Draw Term Loan | 11/12/2023 | 5,509 | | (54) | |
Sherlock Buyer Corp. | 0.50% | Delayed Draw Term Loan | 12/08/2023 | 5,392 | | (53) | |
Sherlock Buyer Corp. | 0.50% | Revolver | 12/08/2027 | 2,157 | | (43) | |
Skykick, Inc. | 1.00% | Delayed Draw Term Loan | 03/01/2023 | 1,125 | | (13) | |
Sonny’s Enterprises, Inc. | 1.00% | Delayed Draw Term Loan | 11/01/2022 | 9,750 | | (188) | |
Summit Buyer, LLC | 1.00% | Delayed Draw Term Loan | 06/23/2023 | 5,852 | | (46) | |
Summit Buyer, LLC | 0.50% | Revolver | 01/14/2026 | 1,037 | | (8) | |
Suveto Buyer, LLC | 1.00% | Delayed Draw Term Loan | 09/09/2023 | 3,618 | | (33) | |
Suveto Buyer, LLC | 0.50% | Revolver | 09/09/2027 | 303 | | (3) | |
Sweep Purchaser, LLC | 0.50% | Revolver | 11/30/2026 | 319 | | (5) | |
Syntax Systems Ltd | 1.00% | Delayed Draw Term Loan | 10/29/2023 | 4,010 | | (39) | |
Syntax Systems Ltd | 0.50% | Revolver | 10/29/2026 | 902 | | (9) | |
Thrive Buyer, Inc. (Thrive Networks) | 1.00% | Delayed Draw Term Loan | 12/30/2023 | 2,428 | | (46) | |
Thrive Buyer, Inc. (Thrive Networks) | 0.50% | Revolver | 01/22/2027 | 680 | | (12) | |
SL Investment Corp.
Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)
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Investments-non-controlled/non-affiliated | Unused Fee Rate | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
Triple Lift, Inc. | 0.50% | Revolver | 05/08/2028 | $ | 1,714 | | $ | (16) | |
Trunk Acquisition, Inc. | 0.50% | Revolver | 02/19/2026 | 428 | | (4) | |
Turbo Buyer, Inc. | 1.00% | Delayed Draw Term Loan | 11/15/2023 | 690 | | (14) | |
Two Six Labs, LLC | 0.50% | Delayed Draw Term Loan | 08/20/2023 | 1,829 | | (18) | |
Two Six Labs, LLC | 0.50% | Revolver | 08/20/2027 | 915 | | (9) | |
Upstack Holdco, Inc. | 1.00% | Delayed Draw Term Loan | 08/26/2023 | 450 | | (10) | |
Upstack Holdco, Inc. | 0.50% | Revolver | 08/20/2027 | 375 | | (8) | |
Valcourt Holdings II, LLC | 1.00% | Delayed Draw Term Loan | 01/07/2023 | 1,459 | | — | |
Vehlo Purchaser, LLC | 1.00% | Delayed Draw Term Loan | 08/27/2023 | 4,958 | | (78) | |
Vehlo Purchaser, LLC | 0.50% | Revolver | 08/27/2027 | 2,000 | | (32) | |
Vessco Midco Holdings, LLC | 1.00% | Delayed Draw Term Loan | 11/02/2022 | 617 | | — | |
Vessco Midco Holdings, LLC | 0.50% | Revolver | 10/18/2026 | 855 | | — | |
VRC Companies, LLC | 0.75% | Delayed Draw Term Loan | 12/28/2022 | 2,143 | | (18) | |
VRC Companies, LLC | 0.50% | Revolver | 06/29/2027 | 708 | | (6) | |
World Insurance Associates, LLC | 0.50% | Revolver | 04/01/2026 | 897 | | (18) | |
Zarya Intermediate, LLC | 0.50% | Revolver | 07/01/2027 | 850 | | — | |
Zarya Intermediate, LLC | 0.50% | Revolver | 07/01/2027 | 1,150 | | — | |
Total First Lien Debt Unfunded Commitments | | | | $ | 224,523 | | $ | (2,469) | |
Second Lien Debt | | | | | |
Heartland Veterinary Partners, LLC | 0.50% | Delayed Draw Term Loan | 11/17/2023 | $ | 87 | | $ | (1) | |
Infinite Bidco LLC | 1.00% | Delayed Draw Term Loan | 03/02/2022 | 1,500 | | — | |
Total Second Lien Debt Unfunded Commitments | | | | $ | 1,587 | | $ | (1) | |
Total Unfunded Commitments | | | | $ | 226,110 | | $ | (2,470) | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
SL Investment Corp.
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2022
(In thousands, except shares and per share amounts)
Organization
SL Investment Corp. (the “Company”) is a non-diversified externally managed specialty finance company that is focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of or consolidated with Morgan Stanley.
The Company was formed as a Delaware corporation on August 24, 2020 and commenced investment operations in October 2020. The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”).
The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors.
On September 24, 2020, the Company filed an amended and restated certificate of incorporation in the State of Delaware to, among other things, authorize additional shares of its common stock, par value $0.001 per share (the “Common Stock”), and to authorize shares of preferred stock having a par value of $0.001 per share (the “Series A Preferred Stock”) such that the Company has authorized stock consisting of 100,000,000 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock.
On October 19, 2020, the Company sold 521 shares of its Series A Preferred Stock for $1,000 per share to a select group of individual investors who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.
On February 1, 2021, the Company filed its Second Amended and Restated Certificate of Incorporation, which amended and restated the Amended and Restated Certificate of Incorporation to clarify that the Company may be subject to provisions of the Employee Retirement Income Security Act of 1971, as amended (“ERISA”), during all periods when its assets are treated as “plan assets” for purposes of ERISA.
The Company is conducting private offerings (the “Private Offerings”) of shares of 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 makes a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company (each, a “Subscription Agreement”). Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.
The Company has formed wholly-owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of June 30, 2022, the Company's wholly-owned subsidiaries were formed as Delaware limited liability companies and included: SLIC Financing SPV LLC (“SLIC SPV”), SLIC CA SPV LLC (“SLIC CA”) and SLIC Equity Holdings LLC (“SLIC Equity Holdings,” and collectively with SLIC SPV and SLIC CA, the “subsidiaries”). The Company consolidates its wholly-owned subsidiaries in these consolidated financing statements from the date of the respective subsidiary's formation.
(2)Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). The carrying value for all assets and liabilities approximates their fair value.
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2022.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
Cash
Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Foreign Currency Translation
The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from foreign currency translation on the Consolidated Statement of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
Investments
Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company’s board of directors (the “Board of Directors”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by FASB. ASC 820 defines fair value as “the price 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.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement
date from the perspective of a market participant. Refer to Note 5 for our framework for determining fair value, fair value hierarchies, and the composition of our portfolio.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
PIK Income
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.
Dividend income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Dividend income is presented net of withholding tax, if any.
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.
Non-Accrual Income
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Organization and Offering Costs
Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed in Note 3. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of Common Stock and Preferred Stock are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from the initial capital call and Preferred Stock Issuance Date, respectively, subject to the limitation described in Note 3 below. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Stock, and issuance of its Series A Preferred Stock.
Expenses
The Company is responsible for investment expenses, professional fees and other general and administrative expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Adviser on behalf of the Company, will be reimbursed by the Company, subject to contractual thresholds.
The Company pays the Investment Adviser a base management fee under the Investment Advisory Agreement as described in Note 3 below. The fee is recorded on the Consolidated Statements of Operations.
Deferred Financing Costs
The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving debt facilities as Deferred Financing Costs. These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
For the three and six months ended June 30, 2022, the Company accrued $0 and $0 of U.S. federal excise taxes, respectively. For the three and six months ended June 30, 2021, the Company did not accrue any U.S. federal excise taxes.
New Accounting Standards
In March 2020, FASB issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required. The optional relief can be applied beginning January 1, 2020 and ending December 31, 2022. The Company adopted the accounting relief on January 1, 2022, and noted no material impact on the consolidated financial statements, as relevant contract relationship modifications are made during the course of the reference rate reform transition period.
(3)Related Party Transactions
Investment Advisory Agreement
On February 1, 2021, the Company entered into an amended and restated investment advisory agreement (the “Restated Advisory Agreement”) with the Investment Adviser, which amended and restated the Company’s initial investment advisory agreement, dated as of September 24, 2020 (the “Prior Advisory Agreement”). No material terms changed in the Restated Advisory Agreement as compared to the Prior Advisory Agreement, including the Base Management Fee (as defined below). The renewal of the Restated Advisory Agreement was most recently approved in August 2022.
The Company pays the Investment Adviser a fee for its services under the Prior Advisory Agreement and the Restated Advisory Agreement (the “Base Management Fee”). The cost of the Base Management Fee is ultimately borne by holders of the Common Stock. As a part of the Restated Advisory Agreement, the Company agreed to reimburse the Investment Adviser for certain expenses it incurs on the Company’s behalf. The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.
Base Management Fee
The Base Management Fee is calculated at an annual rate of 0.25% of the Company’s average Capital Under Management, at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, Capital Under Management as of such quarter-end). “Capital Under Management” means cumulative capital called, less cumulative distributions categorized as returned capital. Capital Under Management does not include capital acquired through the use of leverage. The Base Management Fee is payable quarterly in arrears, and no management fee is charged on committed but undrawn capital commitments.
For the three and six months ended June 30, 2022, $278 and $543, respectively, of Base Management Fee was accrued to the Investment Adviser. For the three and six months ended June 30, 2021, $84 and $139, respectively, of Base Management Fee was accrued to the Investment Adviser. As of June 30, 2022 and December 31, 2021, $278 and $214, respectively, were payable to the Investment Adviser relating to Base Management Fees.
Administration Agreement
MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company. The Administrator and the Company initially entered into an administration agreement on September 24, 2020 (the “Prior Administration Agreement”). On February 1, 2021, the Company entered into the Restated Administration Agreement. No material terms changed in the Restated Administration Agreement as compared to the Prior Administration Agreement. The renewal of the Restated Administration Agreement was most recently approved in August 2022. The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley.
Pursuant to each of the Prior Administration Agreement and the Restated Administration Agreement, the Administrator provides services and receives reimbursements from the Company equal to an amount that reimburses the Administrator for certain expenses and the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the applicable administration agreement. Reimbursement under the Prior Administration Agreement occurred and under the Restated Administration Agreement occurs quarterly in arrears.
For the three and six months ended June 30, 2022, the Company did not incur any expenses under the Restated Administration Agreement. For the three and six months ended June 30, 2021, the Company incurred $1 and $16, respectively, in expenses under the Prior Administration Agreement and the Restated Administration Agreement, which were recorded in administrative service expenses on the Company’s Consolidated Statements of Operations.
As of June 30, 2022 and December 31, 2021, $0 and $24, respectively, was unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities.
Expense Support and Waiver Agreement
On February 1, 2021, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses to be incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs. The Company shall reimburse the Investment Adviser for payments of any excess costs borne by the Investment Adviser on the Company’s behalf within three years of October 9, 2020 (the “Initial Closing Date”).
For the three and six months ended June 30, 2022, the Company incurred $0 and $0, respectively, towards organization cost and amortization of offering cost. For the three and six months ended June 30, 2021, the Company incurred $52 and $181, respectively, towards organization cost and amortization of offering cost. These costs did not exceed the Investment Adviser reimbursement threshold, and as a result, no excess organization and offering costs were waived.
As of June 30, 2022 and December 31, 2021, organization and offering costs are included in payable to affiliates and accrued expenses and other liabilities on the Consolidated Statements of Assets and Liabilities.
Adviser Investment
On September 10, 2020, the Investment Adviser purchased all 1,000 of the Company’s then issued and outstanding shares of Common Stock at a price per share of $20.00 for an aggregate purchase price of $20 (the “Seed Capital”).
(4) Investments
The composition of the Company’s investment portfolio at cost and fair value was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Cost | | Fair Value | | % of Total Investments at Fair Value | | Cost | | Fair Value | | % of Total Investments at Fair Value |
First Lien Debt | | $ | 964,572 | | | $ | 952,570 | | | 98.3 | % | | $ | 872,028 | | | $ | 875,168 | | | 98.5 | % |
Second Lien Debt | | 8,333 | | | 8,316 | | | 0.9 | | | 7,416 | | | 7,485 | | | 0.8 | |
Other Securities | | 7,524 | | | 7,686 | | | 0.8 | | | 6,383 | | | 6,412 | | | 0.7 | |
Total | | $ | 980,429 | | | $ | 968,572 | | | 100.0 | % | | $ | 885,827 | | | $ | 889,065 | | | 100.0 | % |
The industry composition of investments at fair value was as follows:
| | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 | |
Aerospace and Defense | | 3.1 | | % | 3.2 | | % |
Air Freight and Logistics | | 1.6 | | | 1.7 | | |
Auto Components | | 2.7 | | | 2.3 | | |
Automobiles | | 4.7 | | | 6.8 | | |
Biotechnology | | 0.6 | | | 0.7 | | |
Chemicals | | 0.2 | | | — | | |
Commercial Services & Supplies | | 17.5 | | | 19.4 | | |
Construction and Engineering | | 1.6 | | | 1.7 | | |
Containers & Packaging | | 3.6 | | | 3.7 | | |
Distributors | | 3.3 | | | 1.7 | | |
Diversified Consumer Services | | 2.5 | | | 1.8 | | |
Diversified Financial Services | | 1.3 | | | 0.8 | | |
Electronic Equipment, Instruments & Components | | 0.4 | | | 0.3 | | |
Food Products | | 0.4 | | | 0.4 | | |
Health Care Equipment & Supplies | | 0.4 | | | 0.5 | | |
Health Care Providers & Services | | 4.4 | | | 3.5 | | |
Health Care Technology | | 0.7 | | | 0.8 | | |
Industrial Conglomerates | | 0.1 | | | 0.1 | | |
Insurance Services | | 14.8 | | | 15.0 | | |
Interactive Media & Services | | 3.8 | | | 4.0 | | |
IT Services | | 7.6 | | | 7.6 | | |
Leisure Products | | 2.3 | | | 2.6 | | |
Machinery | | 1.3 | | | 1.4 | | |
Multi-Utilities | | 2.7 | | | 1.9 | | |
Professional Services | | 2.2 | | | 4.0 | | |
Oil, Gas & Consumable Fuels(1) | | — | | | — | | |
Real Estate Management & Development | | 3.2 | | | 3.5 | | |
Software | | 13.0 | | | 10.6 | | |
Total | | 100.0 | | % | 100.0 | | % |
| | | | | |
(1) | Amounts rounds to 0.0% |
The geographic composition of investments at cost and fair value were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Cost | | Fair Value | | % of Total Investments at Fair Value | | Cost | | Fair Value | | % of Total Investments at Fair Value |
Australia | | $ | 488 | | | $ | 488 | | | 0.1 | % | | $ | — | | | $ | — | | | — | % |
Canada | | 39,988 | | | 38,689 | | | 4.0 | | | 34,273 | | | 34,039 | | | 3.8 | |
United Kingdom | | 7,643 | | | 7,730 | | | 0.8 | | | 7,631 | | | 7,800 | | | 0.9 | |
United States | | 932,310 | | | 921,665 | | | 95.1 | | | 843,923 | | | 847,226 | | | 95.3 | |
Total | | $ | 980,429 | | | $ | 968,572 | | | 100.0 | % | | $ | 885,827 | | | $ | 889,065 | | | 100.0 | % |
(5) Fair Value Measurements
ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company will determine whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company will use the quote obtained.
Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a
discounted cash flow analysis of the portfolio company. The Board of Directors undertakes a multi-step valuation process each quarter, as described below:
(1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;
(2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;
(3)the Board of Directors engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment will be reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management’s preliminary valuation and conclusion of fair value;
(4)the Audit Committee reviews the assessments of the Investment Adviser and the independent third-party valuation firm and provide the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and
(5) the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
The fair value is generally determined based on the assessment of the following factors, as relevant:
• the nature and realizable value of any collateral;
• call features, put features and other relevant terms of debt;
• the portfolio company’s leverage and ability to make payments;
• the portfolio company’s public or “private letter” credit ratings;
• the portfolio company’s actual and expected earnings and discounted cash flow;
• prevailing interest rates for like securities and expected volatility in future interest rates;
• the markets in which the issuer does business and recent economic and/or market events; and
• comparisons to publicly traded securities.
Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.
The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.
Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following table presents the fair value hierarchy of the investments as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
First Lien Debt | | $ | — | | | $ | 3,151 | | | $ | 949,419 | | | $ | 952,570 | | | $ | — | | | $ | 7,313 | | | $ | 867,855 | | | $ | 875,168 | |
Second Lien Debt | | — | | | — | | | 8,316 | | | 8,316 | | | — | | | — | | | 7,485 | | | 7,485 | |
Other Securities | | — | | | — | | | 7,686 | | | 7,686 | | | — | | | — | | | 6,412 | | | 6,412 | |
Total | | $ | — | | | $ | 3,151 | | | $ | 965,421 | | | $ | 968,572 | | | $ | — | | | $ | 7,313 | | | $ | 881,752 | | | $ | 889,065 | |
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | Second Lien Debt | | Other Securities | | Total Investments |
Fair value, beginning of period | | $ | 924,015 | | | $ | 7,473 | | | $ | 6,430 | | | $ | 937,918 | |
Purchases of investments | | 89,541 | | | 908 | | | 1,071 | | | 91,520 | |
Proceeds from principal repayments and sales of investments | | (51,804) | | | — | | | — | | | (51,804) | |
Accretion of discount/amortization of premium | | 1,204 | | | 2 | | | — | | | 1,206 | |
Payment-in-kind | | 83 | | | — | | | 70 | | | 153 | |
Net change in unrealized appreciation (depreciation) | | (13,771) | | | (67) | | | 115 | | | (13,723) | |
Net realized gains (losses) | | 151 | | | — | | | — | | | 151 | |
Transfers into/(out) of Level 3 | | — | | | — | | | — | | | — | |
Fair value, end of period | | $ | 949,419 | | | $ | 8,316 | | | $ | 7,686 | | | $ | 965,421 | |
| | | | | | | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (13,314) | | | $ | (67) | | | $ | 115 | | | $ | (13,266) | |
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | Second Lien Debt | | Other Securities | | Total Investments |
Fair value, beginning of period | | $ | 867,855 | | | $ | 7,485 | | | $ | 6,412 | | | $ | 881,752 | |
Purchases of investments | | 158,865 | | | 908 | | | 1,071 | | | 160,844 | |
Proceeds from principal repayments and sales of investments | | (65,065) | | | — | | | (8) | | | (65,073) | |
Accretion of discount/amortization of premium | | 1,915 | | | 8 | | | — | | | 1,923 | |
Payment-in-kind | | 168 | | | — | | | 70 | | | 238 | |
Net change in unrealized appreciation (depreciation) | | (14,530) | | | (85) | | | 133 | | | (14,482) | |
Net realized gains (losses) | | 211 | | | — | | | 8 | | | 219 | |
Transfers into/(out) of Level 3 | | — | | | — | | | — | | | — | |
Fair value, end of period | | $ | 949,419 | | | $ | 8,316 | | | $ | 7,686 | | | $ | 965,421 | |
| | | | | | | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (14,360) | | | $ | (82) | | | $ | 133 | | | $ | (14,309) | |
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | Second Lien Debt | | Other Securities | | Total Investments |
Fair value, beginning of period | | $ | 183,950 | | | $ | 5,429 | | | $ | 1,481 | | | $ | 190,860 | |
Purchases of investments | | 185,172 | | | 4,743 | | | 265 | | | 190,180 | |
Proceeds from principal repayments and sales of investments | | (11,641) | | | — | | | — | | | (11,641) | |
Accretion of discount/amortization of premium | | 421 | | | 3 | | | — | | | 424 | |
Payment-in-kind | | — | | | — | | | 22 | | | 22 | |
Net change in unrealized appreciation (depreciation) | | 1,323 | | | 72 | | | 89 | | | 1,484 | |
Net realized gains (losses) | | — | | | — | | | — | | | — | |
Transfers into/(out) of Level 3 | | — | | | 527 | | | — | | | 527 | |
Fair value, end of period | | $ | 359,225 | | | $ | 10,774 | | | $ | 1,857 | | | $ | 371,856 | |
| | | | | | | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | 1,323 | | | $ | 72 | | | $ | 89 | | | $ | 1,484 | |
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the six months ended June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | Second Lien Debt | | Other Securities | | Total Investments |
Fair value, beginning of period | | $ | 101,971 | | | $ | — | | | $ | 553 | | | $ | 102,524 | |
Purchases of investments | | 259,950 | | | 10,698 | | | 1,140 | | | 271,788 | |
Proceeds from principal repayments and sales of investments | | (12,162) | | | — | | | — | | | (12,162) | |
Accretion of discount/amortization of premium | | 606 | | | 3 | | | — | | | 609 | |
Payment-in-kind | | — | | | — | | | 43 | | | 43 | |
Net change in unrealized appreciation (depreciation) | | 3,162 | | | 73 | | | 121 | | | 3,356 | |
Net realized gains (losses) | | — | | | — | | | — | | | — | |
Transfers into/(out) of Level 3 | | 5,698 | | | — | | | — | | | 5,698 | |
Fair value, end of period | | $ | 359,225 | | | $ | 10,774 | | | $ | 1,857 | | | $ | 371,856 | |
| | | | | | | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 3,162 | | | $ | 73 | | | $ | 121 | | | $ | 3,356 | |
The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
| | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average |
| | | | | Low | | High | |
Investments in first lien debt | | $ | 949,419 | | | Yield Analysis | | Discount Rate | | 7.70 | % | | 18.16 | % | | 9.63 | % |
Investments in second lien debt | | 8,316 | | | Yield Analysis | | Discount Rate | | 10.00 | % | | 13.10 | % | | 11.11 | % |
Investments in other securities: | | | | | | | | | | | | |
Unsecured debt | | 175 | | | Market Approach | | EBITDA Multiple | | 9.00x | | 9.00x | | 9.00x |
| | | | | | | | | | | | |
Preferred equity | | 3,318 | | | Income Approach | | Discount Rate | | 11.68 | % | | 13.24 | % | | 12.14 | % |
Preferred equity | | 241 | | | Market Approach | | Revenue Multiple | | 11.80x | | 11.80x | | 11.80x |
Common equity | | 3,952 | | | Market Approach | | EBITDA Multiple | | 8.10x | | 19.62x | | 14.42x |
Total investments in other securities | | 7,686 | | | | | | | | | | | |
Total investments | | $ | 965,421 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average |
| | | | | Low | | High | |
Investments in first lien debt | | $ | 867,855 | | | Yield Analysis | | Discount Rate | | 5.55 | % | | 12.44 | % | | 7.45 | % |
Investments in second lien debt | | 7,485 | | | Yield Analysis | | Discount Rate | | 7.12 | % | | 9.90 | % | | 7.73 | % |
Investments in other securities: | | | | | | | | | | | | |
Unsecured debt | | 450 | | | Yield Analysis | | Discount Rate | | 25.33 | % | | 25.33 | % | | 25.33 | % |
| | | | Market Approach | | EBITDA Multiple | | 9.00x | | 9.00x | | 9.00x |
Preferred equity | | 2,205 | | | Yield Analysis | | Discount Rate | | 11.70 | % | | 12.10 | % | | 11.97 | % |
Preferred equity | | 229 | | | Market Approach | | Revenue Multiple | | 11.80x | | 11.80x | | 11.80x |
Common equity | | 3,528 | | | Market Approach | | EBITDA Multiple | | 8.10x | | 19.97x | | 14.43x |
Total investments in other securities | | 6,412 | | | | | | | | | | | |
Total investments | | $ | 881,752 | | | | | | | | | | | |
The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.
The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value.
Financial instruments disclosed but not carried at fair value
The Company’s debt is presented at its carrying cost on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s credit facility is estimated using Level 3 inputs by discounting remaining payments using the appropriate discount rates, if available. The carrying value and fair value of the Company’s debt were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
JPM Funding Facility | | $ | 548,400 | | | $ | 548,400 | | | $ | 503,400 | | | $ | 503,400 | |
Total | | $ | 548,400 | | | $ | 548,400 | | | $ | 503,400 | | | $ | 503,400 | |
(6)Debt
JPM Funding Facility
On June 3, 2021, SLIC SPV entered into an Amended and Restated Loan and Security Agreement, which was subsequently amended on August 18, 2021, November 24, 2021 and June 10, 2022, by and among SLIC SPV, as the borrower, the Company, as the parent and as the servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, and JP Morgan Chase Bank, NA (“JPM”), as the administrative agent and arranger, the lenders party thereto, and the issuing banks party thereto (as amended, the “JPM Funding Facility). Pursuant to the JPM Funding Facility, JPM has agreed to extend credit to SLIC SPV in an aggregate principal amount, as of June 30, 2022, of up to $1,000,000 at any one time outstanding, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on a combination of unfunded capital commitments and loan collateral.
The JPM Funding Facility is a revolving funding facility with a reinvestment period ending December 3, 2023 (or earlier upon the occurrence of certain events as specified therein) and a final maturity date of December 3, 2025. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. The interest charged on the JPM Funding Facility is based on SOFR, LIBOR (Dollar), SONIA, EURIBOR or CDOR, as applicable (or, if LIBOR (Dollar) is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.225% prior to the transition date, and 2.375% subsequent to the transition date, as set forth in the JPM Funding Facility.
The summary information of the JPM Funding Facility is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Borrowing interest expense | | $ | 4,512 | | | $ | 1,082 | | | $ | 7,754 | | | $ | 1,623 | |
Facility unused commitment fees | | 668 | | | 146 | | | 1,134 | | | 361 | |
Amortization of deferred financing costs | | 360 | | | 173 | | | 762 | | | 345 | |
Total | | $ | 5,540 | | | $ | 1,401 | | | $ | 9,650 | | | $ | 2,329 | |
Weighted average interest rate (excluding unused fees and financing costs) | | 3.32 | % | | 2.59 | % | | 2.97 | % | | 2.65 | % |
Weighted average outstanding balance | | $ | 537,521 | | | $ | 165,455 | | | $ | 519,455 | | | $ | 121,907 | |
During the three and six months ended June 30, 2022, the Company borrowed $88,000 and $125,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, the Company borrowed $124,000 and $181,400, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2022, the Company repaid $62,000 and repaid $80,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, the Company repaid $27,000 and repaid $32,000, respectively, under the JPM Funding Facility.
The Company’s outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Aggregate Principal Committed | | Outstanding Principal | | Unused Portion | | Aggregate Principal Committed | | Outstanding Principal | | Unused Portion | | |
JPM Funding Facility | | $ | 1,000,000 | | | $ | 548,400 | | | $ | 451,600 | | | $ | 750,000 | | | $ | 503,400 | | | $ | 246,600 | | | |
Total | | $ | 1,000,000 | | | $ | 548,400 | | | $ | 451,600 | | | $ | 750,000 | | | $ | 503,400 | | | $ | 246,600 | | | |
As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the JPM Funding Facility, as well as the leverage restrictions contained in the 1940 Act. As of June 30, 2022 and December 31, 2021, the Company had $451,600 and $246,600, respectively, of available capacity under JPM Funding Facility (subject to borrowing base restrictions).
(7)Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
As of June 30, 2022, the Company had $200,009 of unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2021, the Company had $226,110 of unfunded commitments to fund delayed draw and revolving senior secured loans.
As of June 30, 2022 and December 31, 2021, the Company had $652,320 and $652,320 in total capital commitments from common stockholders, of which $187,800 and $227,800 were unfunded, respectively.
(8)Net Assets
The following table shows the components of net distributable earnings (accumulated losses) as shown on the Consolidated Statements of Assets and Liabilities:
| | | | | | | | | | | | | | |
| | As of |
| | June 30, 2022 | | December 31, 2021 |
Net distributable earnings (accumulated losses), beginning of period | | $ | 4,807 | | | $ | (129) | |
Net investment income (loss) after taxes | | 23,079 | | | 23,178 | |
Accumulated realized gain (loss) | | 215 | | | 357 | |
Net unrealized appreciation (depreciation) | | (15,095) | | | 3,133 | |
Dividends declared | | (24,743) | | | (21,840) | |
Tax reclassifications to equity of holders of Common Stock | | — | | | 108 | |
Net distributable earnings (accumulated losses), end of period | | $ | (11,737) | | | $ | 4,807 | |
The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2022 (dollar amounts in millions):
| | | | | | | | | | | |
Common Share Issuance Date | Common Shares Issued | | Amount |
May 16, 2022 | 1,865,672 | | | $ | 40.00 | |
Total | 1,865,672 | | | $ | 40.00 | |
The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2021 (dollar amounts in millions):
| | | | | | | | | | | |
Common Share Issuance Date | Common Shares Issued | | Amount |
March 12, 2021 | 1,113,310 | | | $ | 22.50 | |
May 7, 2021 | 1,679,463 | | | 35.00 | |
June 28, 2021 | 1,679,463 | | | 35.00 | |
Total | 4,472,236 | | | $ | 92.50 | |
The following table summarizes the Company’s distributions declared and payable for the six months ended June 30, 2022 to the holders of Common Stock:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Per Share Amount | | | | | | Total Amount |
March 25, 2022 | | March 25, 2022 | | April 22, 2022 | | $ | 0.62 | | | | | | | $ | 12,551 | |
June 24, 2022 | | June 24, 2022 | | July 25, 2022 | | 0.55 | | | | | | | 12,160 | |
Total Distributions | | | | | | $ | 1.17 | | | | | | | $ | 24,711 | |
The following table summarizes the Company’s distributions declared and payable for the six months ended June 30, 2021 to the holders of Common Stock:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Per Share Amount | | | | | | Total Amount |
March 09, 2021 | | March 09, 2021 | | April 15, 2021 | | $ | 0.20 | | | | | | | $ | 775 | |
June 23, 2021 | | June 23, 2021 | | July 19, 2021 | | 0.52 | | | | | | | 3,467 | |
Total Distributions | | | | | | $ | 0.72 | | | | | | | $ | 4,242 | |
For the three and six months ended June 30, 2022, the Company accrued $16 and $32, respectively, of dividends to holders of the Series A Preferred Stock. For the three and six months ended June 30, 2021, the Company accrued $15 and $31 of dividends to holders of the Series A Preferred Stock.
(9)Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per common share:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Numerator - net increase/(decrease) in net assets resulting from operations attributable to holders of Common Stock | | $ | (2,562) | | | $ | 5,472 | | | $ | 8,167 | | | $ | 8,606 | |
Denominator - weighted average shares outstanding | | 21,248,667 | | | 6,058,001 | | | 20,749,146 | | | 5,095,183 | |
Basic and diluted earnings per common share | | $ | (0.12) | | | $ | 0.90 | | | $ | 0.39 | | | $ | 1.69 | |
(10)Consolidated Financial Highlights
The following are the financial highlights (dollar amounts in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | |
| | For the Six Months Ended | |
| | June 30, 2022 | | June 30, 2021 | |
Per Share Data:(1) | | | | | |
Net asset value, beginning of period | | $ | 21.20 | | | $ | 19.84 | | |
Net investment income (loss) | | 1.11 | | | 1.04 | | |
Net unrealized and realized gain (loss)(2) | | (0.67) | | | 0.62 | | |
Net increase (decrease) in net assets resulting from operations | | 0.44 | | | 1.66 | | |
Dividends declared | | (1.17) | | | (0.72) | | |
Issuance of common stock | | — | | | 0.04 | | |
Total increase (decrease) in net assets | | (0.73) | | | 0.98 | | |
Net asset value per common share, end of period | | $ | 20.47 | | | $ | 20.82 | | |
Common shares outstanding, end of period | | 22,109,747 | | | 8,346,500 | | |
Total return based on net asset value(3) | | 2.08 | % | | 8.57 | % | |
Ratio/Supplemental Data (all amounts in thousands except ratios and shares): | | | | | |
Net assets attributable to the holders of Common Stock, end of period | | $ | 452,659 | | | $ | 173,739 | | |
Weighted average common shares outstanding | | 20,749,146 | | | 5,095,183 | | |
Ratio of total expenses to average net assets(4) | | 5.09 | % | | 5.94 | % | |
| | | | | |
Ratio of net investment income to average net assets(4) | | 10.43 | % | | 9.64 | % | |
Asset coverage ratio | | 182.46 | % | | 183.76 | % | |
Portfolio turnover rate | | 7.35 | % | | 5.63 | % | |
| | | | | |
(1) | The per common share data was derived by using the weighted average common shares outstanding during the period, except otherwise noted. |
(2) | For the six months ended June 30, 2022 and June 30, 2021, the amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions, if applicable. |
(3) | Total return (not annualized) is calculated as the change in net asset value per common share plus dividends declared during the period divided by the beginning net asset value per common share. |
(4) | Ratios are calculated using the average net assets of the Company attributable to the holders of Common Stock. Amounts are annualized except for organization and offering costs. |
(11)Subsequent Events
Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.
On July 21, 2022, the Company delivered a capital drawdown notice to its stockholders relating to the sale of approximately 1,698,205 shares of the Company’s common stock, par value $0.001 per share for an aggregate offering price of $35 million. The sale closed on July 28, 2022.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share amounts, unless otherwise indicated)
In this Quarterly Report on Form 10-Q, or this “Report”, except where context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to SL Investment Corp. and its consolidated subsidiaries. This Report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. Morgan Stanley has no history of financially supporting any business development companies (“BDCs”) on the MS Private Credit platform, even during periods of financial distress. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
•our future operating results;
•our business prospects and the prospects of our portfolio companies;
•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of the current Coronavirus (also referred to as “COVID-19” or “Coronavirus”) pandemic;
•changes in the general interest rate environment;
•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;
•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the “Adviser” or the “Investment Adviser”), and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives, including as a result of the Coronavirus pandemic;
•the use of borrowed money to finance a portion of our investments;
•the adequacy of our financing sources and working capital;
•the timing and amount of cash flows, if any, from the operations of our portfolio companies;
•the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Investment Adviser and its affiliates to attract and retain highly talented professionals;
•our ability to maintain our qualification as a BDC and as a regulated investment company (a “RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”);
•the impact on our business of U.S. and international financial reform legislation, rules and regulations;
•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;
•the effect of changes in tax laws and regulations and interpretations thereof; and
•the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this Report.
The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
OVERVIEW
We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are not a subsidiary of, or consolidated with, Morgan Stanley.
Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $150 million, which we believe is a useful proxy for cash flow although not all of our portfolio companies will meet this criteria.
We invest primarily in directly originated senior secured term loans issued by U.S. middle market companies backed by financial sponsors, including first lien senior secured term loans (including unitranche loans) and, to a lessor extent, second lien senior secured term loans, higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Under normal market circumstances, we expect that investments other than first lien senior secured term loans would not exceed 10% of our gross assets at the time of acquisition of any such investments. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts (“LBOs”), acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (historically, the London Inter-bank Offered Rate, or LIBOR, and the Secured Overnight Financing Rate (“SOFR” or “S”) and prospectively, alternative reference rates).
We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity securities and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Pursuant to exemptive relief from the SEC granted to our Adviser (as amended, the “Order”) we are able to enter into certain negotiated co-investment transactions alongside certain other Affiliated Investment Accounts (as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the 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 eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, 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 transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
Recent Market Developments
Uncertainty as to the probability of, and length and depth of a global recession, and the impact of new variants of the Coronavirus that have emerged in the United States and globally, has created stress on the market and could affect our portfolio companies. In addition, government spending, government policies, including recent increases in certain interest rates by the U.S. Federal Reserve, high oil prices and disruptions in supply chains in the United States and elsewhere, in conjunction with other factors, including those described above, have led and could continue to lead to inflationary economic environments that could affect our portfolio companies, our financial condition and our results of operations. We will continue to monitor the evolving market environment, including as it relates to the Coronavirus pandemic and guidance from U.S. and international public health authorities. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the developments described above on our financial condition, results of operations or cash flows in the future. Despite these factors, we believe we and our portfolio are well positioned to manage the current environment, and we and our Adviser continue to be fully operational.
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.
Revenue
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions on income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR or SOFR. Interest on these debt investments is generally
paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments are expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees, to our Investment Adviser pursuant to the Investment Advisory Agreement between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of certain expenses incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator (the “Administration Agreement”); and (iii) other operating expenses as detailed below:
•initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC (subject to the expense waiver described below;
•costs associated with our initial private offering;
•costs of any other offerings of our common stock, par value $0.001 per share (the “Common Stock”), preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) and other securities, if any;
•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);
•out of pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing our rights;
•base management fee under the Investment Advisory Agreement;
•certain costs and expenses relating to distributions paid by us;
•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;
•debt service and other costs of borrowings or other financing arrangements;
•the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it;
•amounts payable to third parties relating to, or associated with, making or holding investments;
•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;
•transfer agent and custodial fees;
•costs of hedging;
•commissions and other compensation payable to brokers or dealers;
•any fees payable to rating agencies;
•federal and state registration fees;
•U.S. federal, state and local taxes, including any excise taxes;
•independent director fees and expenses;
•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;
•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;
•the costs of specialty and custom software for monitoring risk, compliance and overall investments;
•any fidelity bond required by applicable law;
•any necessary insurance premiums;
•indemnification payments;
•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by us), provided that we will not bear such expenses to the extent, but only to the extent, that the relevant conduct is not indemnifiable under applicable law, including, if applicable, ERISA);
•direct fees and expenses associated with independent audits, agency, consulting and legal costs;
•cost of winding up; and
•all other expenses incurred by either the Administrator or us in connection with administering our business.
We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
PORTFOLIO, INVESTMENT ACTIVITY AND RESULTS OF OPERATIONS
As of June 30, 2022, we had investments in 107 portfolio companies across 28 industries. Based on fair value as of June 30, 2022, more than 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Less than 0.1% of our debt portfolio at fair value had a fixed interest rate. As of June 30, 2022, our weighted average total yield of investments in debt securities at amortized cost was 8.0%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of June 30, 2022.
As of December 31, 2021, we had investments in 82 portfolio companies across 26 industries. Based on fair value as of December 31, 2021, 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. The weighted average interest rate floor across our floating-rate portfolio was approximately 0.9% as of December 31, 2021. These floors allow us to mitigate (to a degree) any impact of spread widening on the valuation of our investments. As of December 31, 2021, our weighted average total yield of investments in debt securities at amortized cost was 7.0%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2021.
Our portfolio as of June 30, 2022 and December 31, 2021 is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | June 30, 2022 | | December 31, 2021 |
| | Cost | | Fair Value | | % of Total Investments at Fair Value | | Cost | | Fair Value | | % of Total Investments at Fair Value |
First Lien Debt | | $ | 964,572 | | | $ | 952,570 | | | 98.3 | % | | $ | 872,028 | | | $ | 875,168 | | | 98.5 | % |
Second Lien Debt | | 8,333 | | | 8,316 | | | 0.9 | | | 7,416 | | | 7,485 | | | 0.8 | |
Other Securities | | 7,524 | | | 7,686 | | | 0.8 | | | 6,383 | | | 6,412 | | | 0.7 | |
Total | | $ | 980,429 | | | $ | 968,572 | | | 100.0 | % | | $ | 885,827 | | | $ | 889,065 | | | 100.0 | % |
Our investment activities for the three months ended June 30, 2022 and June 30, 2021 are presented below (information presented herein is at amortized cost unless otherwise indicated):
| | | | | | | | | | | | |
| As of and For the Three Months Ended | |
| June 30, 2022 | | June 30, 2021 | |
New Investments Committed/Purchased | | | | |
Gross Principal Balance(1) | $ | 105,751 | | | $ | 251,615 | | |
Less: Syndications | — | | | (6,808) | | |
Net New Investments Committed/Purchased | 105,751 | | | 244,807 | | |
Investments, at Cost | | | | |
Investments, beginning of period | 939,210 | | | 189,410 | | |
New investments purchased | 91,520 | | | 197,531 | | |
Net accretion of discount on investments | 1,206 | | | 426 | | |
Payment-in-kind | 153 | | | 22 | | |
Net realized gain (loss) on investments | 151 | | | — | | |
Investments sold or repaid | (51,811) | | | (11,641) | | |
Investments, end of period | 980,429 | | | 375,748 | | |
Amount of investments funded, at principal | | | | |
First lien debt investments | 91,106 | | | 196,032 | | |
Second lien debt investments | 936 | | | 4,800 | | |
Other securities(2) | — | | | 265 | | |
Total | 92,042 | | | 201,097 | | |
Amount of investments sold/fully repaid, at principal | | | | |
First lien debt investments | 45,711 | | | 10,724 | | |
| | | | |
| | | | |
Total | $ | 45,711 | | | $ | 10,724 | | |
Weighted average yield on debt and income producing investments, at cost(3) | 8.0 | % | | 7.2 | % | |
Weighted average yield on debt and income producing investments, at fair value(3) | 8.1 | % | | 7.1 | % | |
Number of portfolio companies | 107 | | 48 | |
Percentage of debt investments bearing a floating rate, at fair value | 100.0 | % | | 99.9 | % | |
Percentage of debt investments bearing a fixed rate, at fair value(4) | 0.0 | % | | 0.1 | % | |
(1)Includes new investment commitments, excluding sale/repayments and including new unfunded investment commitments.
(2)Represents dollar amount of other securities funded.
(3)Computed as (a) the annual stated spread, plus Prime/LIBOR/SOFR or interest rate floor, as applicable, plus the annual accretion of discounts, as applicable, on accruing debt securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(4)Less than 0.1%.
As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:
Category 1 — In the opinion of our Investment Adviser, investments in Category 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Category 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.
Category 2 — In the opinion of our Investment Adviser, investments in Category 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Category 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Category 2.
Category 3 — In the opinion of our Investment Adviser, investments in Category 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.
Category 4 — In the opinion of our Investment Adviser, investments in Category 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Category 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.
The distribution of our portfolio on the Adviser’s Internal Risk Rating System as of June 30, 2022 and December 31, 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Fair Value | % of Portfolio | Number of Portfolio Companies | | Fair Value | % of Portfolio | Number of Portfolio Companies |
Risk rating 1 | $ | — | | — | % | — | | | $ | 18,526 | | 2.1 | % | 1 | |
Risk rating 2 | 965,439 | | 99.6 | | 106 | | | 870,539 | | 97.9 | | 81 | |
Risk rating 3 | 3,133 | | 0.3 | | 1 | | | — | | — | | — | |
Risk rating 4 | — | | �� | | — | | | — | | — | | — | |
| $ | 968,572 | | 100.0 | % | 107 | | | $ | 889,065 | | 100.0 | % | 82 | |
CONSOLIDATED RESULTS OF OPERATIONS
The following table represents our operating results:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For The Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Total investment income | | $ | 18,009 | | | $ | 5,955 | | | $ | 34,337 | | | $ | 8,687 | |
Less: Net expenses | | 6,410 | | | 1,949 | | | 11,258 | | | 3,403 | |
Net investment income (loss) | | 11,599 | | | 4,006 | | | 23,079 | | | 5,284 | |
Less: Excise tax expense | | — | | | — | | | — | | | — | |
Net investment income (loss) after taxes | | 11,599 | | | 4,006 | | | 23,079 | | | 5,284 | |
Net change in unrealized appreciation (depreciation) | | (14,296) | | | 1,481 | | | (15,095) | | | 3,353 | |
Net realized gain (loss) | | 151 | | | — | | | 215 | | | — | |
Net increase (decrease) in net assets resulting from operations | | (2,546) | | | 5,487 | | | 8,199 | | | 8,637 | |
Preferred Stock dividend | | (16) | | | (15) | | | (32) | | | (31) | |
Net increase (decrease) in net assets resulting from operations attributable to holders of Common Stock | | $ | (2,562) | | | $ | 5,472 | | | $ | 8,167 | | | $ | 8,606 | |
Investment Income
Investment income was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For The Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Investment income: | | | | | | | | |
Interest income | | $ | 17,446 | | | $ | 5,075 | | | $ | 33,200 | | | $ | 7,640 | |
Payment-in-kind interest income | | 60 | | | 22 | | | 119 | | | 43 | |
Dividend income | | 66 | | | — | | | 126 | | | — | |
Other income | | 437 | | | 858 | | | 892 | | | 1,004 | |
Total investment income | | $ | 18,009 | | | $ | 5,955 | | | $ | 34,337 | | | $ | 8,687 | |
Total investment income increased from $6.0 million for the three months ended June 30, 2021 to $18.0 million for the three months ended June 30, 2022. Total investment income from $8.7 million for the six months ended June 30, 2021 to $34.3 million for the six months ended June 30, 2022. The increases were primarily driven by our deployment of capital and invested balance of investments, partially offset against weighted average asset yield decrease. The size of our investment portfolio at fair value increased from $379.2
million as of June 30, 2021 to $968.6 million as of June 30, 2022. As of such dates, all our senior secured debt investments were income-producing an no investments were on non-accrual status.
Interest income on our investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of June 30, 2022 and June 30, 2021, and for the periods then ended, all of our first and second lien debt investments were performing and current on their interest payments.
Expenses
The Company is responsible for investment expenses, professional fees, and other general and administrative expenses related to the Company’s operations. Expenses were as follows for the three months ended June 30, 2022 and June 30, 2021, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For The Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Expenses: | | | | | | | | |
Interest expense and other financing expenses | | $ | 5,540 | | | $ | 1,401 | | | $ | 9,650 | | | $ | 2,329 | |
Management fees | | 278 | | | 84 | | | 543 | | | 139 | |
Organization and offering costs | | — | | | 52 | | | — | | | 181 | |
Professional fees | | 238 | | | 213 | | | 516 | | | 394 | |
Directors’ fees | | 52 | | | 51 | | | 103 | | | 101 | |
Administrative service fees | | — | | | 1 | | | — | | | 16 | |
General and other expenses | | 302 | | | 147 | | | 446 | | | 243 | |
Excise tax expense | | — | | | — | | | — | | | — | |
Total expenses (including taxes) | | $ | 6,410 | | | $ | 1,949 | | | $ | 11,258 | | | $ | 3,403 | |
Interest Expense
Interest expense and other financing expenses increased from $1.4 million to $5.5 million for the three months ended June 30, 2022 and June 30, 2021. The increase was primarily driven by approximately $537.5 million of average borrowings at an average effective interest rate of 3.32% for the three months ended June 30, 2022 as compared to approximately $165.5 million of average borrowings at an average effective interest rate of 2.59% for the three months ended June 30, 2021.
Interest expense and other financing expenses increased from $2.3 million to $9.7 million for the six months ended June 30, 2022 and June 30, 2021. The increase was primarily driven by approximately $519.5 million of average borrowings at an average effective interest rate of 2.97% for the six months ended June 30, 2022 as compared to approximately $121.9 million of average borrowings at an average effective interest rate of 2.65% for the six months ended June 30, 2021.
Management Fee
Management fees increased to $0.3 million for the three months ended June 30, 2022 from $0.1 million for the three months ended June 30, 2021 due to an increase in cumulative capital called. Management fees increased to $0.5 million for the six months ended June 30, 2022 from $0.1 million for the six months ended June 30, 2021 due to an increase in cumulative capital called.
Other expenses
Professional fees include legal, audit, tax, and other professional fees incurred related to the management of our Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of certain expense incurred by our Administrator in performing its administrative obligations under the Restated Administration Agreement. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs. Organization costs and offering costs include expenses incurred in our initial formation and our offering of Common Stock and Preferred Stock.
For the three and six months ended June 30, 2022, the Company incurred $0 and $0 towards organization cost and amortization of offering cost, respectively. For the three and six months ended June 30, 2021, the Company incurred $52 and $181 towards organization cost and amortization of offering cost, respectively. These costs did not exceed the Investment Adviser reimbursement threshold, and as a result, no excess organization and offering costs were waived. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Related Party Transactions.”
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our ICTI, as defined by the Code (without regard to the
deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.
For the three and six months ended June 30, 2022, the Company did not accrue U.S. federal excise taxes. For the three and six months ended June 30, 2021, the Company did not accrue any U.S. federal excise taxes.
Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For The Three Months Ended | | For the Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Realized and unrealized gains (losses) on investment transactions: | | | | | | | | |
Net realized gain (loss): | | | | | | | | |
Non-controlled/non-affiliated investments | | $ | 151 | | | $ | — | | | $ | 215 | | | $ | — | |
Net change in unrealized appreciation (depreciation): | | | | | | | | |
Non-controlled/non-affiliated investments | | (14,296) | | | 1,481 | | | (15,095) | | | 3,353 | |
Net realized and unrealized gains (losses) | | $ | (14,145) | | | $ | 1,481 | | | $ | (14,880) | | | $ | 3,353 | |
| | | | | | | | |
For the three and six months ended June 30, 2022, net realized gain on our investments was $0.2 million and $0.2 million, respectively, primarily driven by the sale of debt investments in our portfolio. There were no realized gain/(loss) for the three and six months ended June 30, 2021,
We determine the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. For the three and six months ended June 30, 2022, net change in unrealized loss on our investments of $14.3 million and $15.1 million was primarily driven by the decreases of valuations of our debt and equity investments as a result of the volatile credit environment and spread widening in the primary and secondary markets. For the three and six months ended June 30, 2021, net change in unrealized gain on our investments of $1.5 million and $3.4 million was primarily driven by the increases of valuations of our debt and equity investments in a tightening credit environment and generally strong portfolio company performance.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our Common Stock, net borrowings from our credit facility, and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. As of June 30, 2022, we had one revolving credit facility outstanding, as described in “Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
As of June 30, 2022, we had approximately $45.1 million of cash, which taken together with our approximately $451.6 million of availability under the JPM Funding Facility (subject to borrowing base availability), and our approximately $187.8 million of uncalled capital commitments to purchase shares of Common Stock, or capital commitments, we expect will be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of June 30, 2022, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Equity
As of June 30, 2022, we had received aggregate capital commitments of approximately $652.3 million. The total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2022, were as follows (dollar amounts in millions):
| | | | | | | | | | | |
Common Share Issuance Date | Common Shares Issued | | Amount |
May 16, 2022 | 1,865,672 | | | $ | 40.00 | |
Total | 1,865,672 | | | $ | 40.00 | |
The total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2021 were as follows (dollar amounts in millions):
| | | | | | | | | | | | | | |
Common Share Issuance Date | | Common Shares Issued | | Amount |
March 12, 2021 | | 1,113,310 | | | $ | 22.50 | |
May 7, 2021 | | 1,679,463 | | | 35.00 | |
June 28, 2021 | | 1,679,463 | | | 35.00 | |
Total | | 4,472,236 | | | $ | 92.50 | |
Distributions
Common Stock
The following table summarizes our distributions declared and payable to holders of the Common Stock for the six months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Per Share Amount | | Dividend Yield(1) | | Total Amount |
March 25, 2022 | | March 25, 2022 | | April 22, 2022 | | $ | 0.62 | | | 11.5 | % | | $ | 12,551 | |
June 24, 2022 | | June 24, 2022 | | July 25, 2022 | | 0.55 | | | 10.8 | % | | 12,160 | |
Total Distributions | | | | | | $ | 1.17 | | | | | $ | 24,711 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Per Share Amount | | Dividend Yield(1) | | Total Amount |
March 09, 2021 | | March 09, 2021 | | April 15, 2021 | | $ | 0.20 | | | 6.2 | % | | $ | 775 | |
June 23, 2021 | | June 23, 2021 | | July 19, 2021 | | 0.52 | | | 11.2 | % | | 3,467 | |
Total Distributions | | | | | | $ | 0.72 | | | | | $ | 4,242 | |
(1) Annualized dividend yield is calculated by dividing the declared dividend by the weighted average of the net asset value attributable to the holders of Common Stock at the beginning of the quarter and the capital called during the quarter and annualizing over four quarterly period.
Preferred Stock
For the six months ended June 30, 2022 and June 30, 2021, we accrued $32 and $31, respectively, of dividend to holders of the Series A Preferred Stock, respectively.
Debt
Our outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 | |
| | Aggregate Principal Committed | | Outstanding Principal | | Unused Portion | | Aggregate Principal Committed | | Outstanding Principal | | Unused Portion | |
JPM Funding Facility | | $ | 1,000,000 | | | $ | 548,400 | | | $ | 451,600 | | | $ | 750,000 | | | $ | 503,400 | | | $ | 246,600 | | |
Total | | $ | 1,000,000 | | | $ | 548,400 | | | $ | 451,600 | | | $ | 750,000 | | | $ | 503,400 | | | $ | 246,600 | | |
JPM Funding Facility
On June 3, 2021, SLIC SPV entered into an Amended and Restated Loan and Security Agreement, which was subsequently amended on August 18, 2021, November 24, 2021 and June 10, 2022, by and among SLIC SPV, as the borrower, the Company, as the parent and as the servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, and JP Morgan Chase Bank, NA (“JPM”), as the administrative agent and arranger, the lenders party thereto, and the issuing banks party thereto (as amended, the “JPM Funding Facility). Pursuant to the JPM Funding Facility, JPM has agreed to extend credit to SLIC SPV in an aggregate principal amount, as of June 30, 2022, of up to $1,000,000 at any one time outstanding, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on a combination of unfunded capital commitments and loan collateral.
The JPM Funding Facility is a revolving funding facility with a reinvestment period ending December 3, 2023 (or earlier upon the occurrence of certain events as specified therein) and a final maturity date of December 3, 2025. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. The interest charged on the JPM Funding Facility is based on SOFR, LIBOR (Dollar), SONIA, EURIBOR or CDOR, as applicable (or, if LIBOR (Dollar) is not available, a benchmark replacement or a “base
rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.225% prior to the transition date, and 2.375% subsequent to the transition date, as set forth in the JPM Funding Facility.
For the three and six months ended June 30, 2022, we borrowed $88,000 and $125,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, we borrowed $124,000 and $181,400, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2022, we repaid $62,000 and repaid $80,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, we repaid $27,000 and repaid $32,000, respectively, under the JPM Funding Facility.
RECENT DEVELOPMENTS
Subsequent to June 30, 2022 through August 10, 2022, we have closed or the Investment Committee has committed/approved approximately $22.9 million of new/add-on investments. This includes transactions for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore the Company believes are likely to close. Of these new commitments, approximately $22.6 million were first lien senior secured loans and $0.3 million were common equity investments. 100% of the senior secured loans were floating rate loans. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of the Coronavirus pandemic. We believe the current market environment offers opportunities to seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, deal flow, and the continued impact of the Coronavirus.
On July 21, 2022, we delivered a capital drawdown notice to our stockholders relating to the sale of approximately 1,698,205 shares of our common stock, par value $0.001 per share for an aggregate offering price of $35 million. The sale closed on July 28, 2022.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, should be read in connection with our financial statements in Part I, Item 1 of this Report, and “Risk Factors” in Part II, Item 1A of our Form 10-K.
RELATED PARTY TRANSACTIONS
We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying unaudited financial statements if not defined herein):
•the Investment Advisory Agreement;
•the Administration Agreement; and
•the Expense Support and Waiver Agreement.
See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Related Party Transactions.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including valuation risk, market risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Coronavirus Developments.” Most of our investments will not have a readily available market price. To ensure accurate valuation, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Market Risk
The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Item 1A. Risk Factors—General Risk Factors—Risks Relating to Our Business and Structure—We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future disruptions or instability in capital markets may have a negative impact on our business and operations.” and “Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” in the Form 10-K.
Interest Rate Risk
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of June 30, 2022, 100.0% of our income-producing senior secured debt investments were at floating rates. Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2022, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of June 30, 2022) (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Interest | | Interest | | Net |
Basis Point Change - Interest Rates | | Income | | Expense | | Income |
Up 300 basis points | $ | 29,674 | | $ | (16,452) | | $ | 13,222 | |
Up 200 basis points | $ | 19,780 | | $ | (10,968) | | $ | 8,812 | |
Up 100 basis points | $ | 9,886 | | $ | (5,484) | | $ | 4,402 | |
Down 100 basis points | $ | (8,321) | | $ | 5,484 | | $ | (2,837) | |
Down 200 basis points | $ | (11,353) | | $ | 10,968 | | $ | (385) | |
Down 300 basis points | $ | (11,674) | | $ | 12,558 | | $ | 884 | |
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the period covered by this Report and determined that our disclosure controls and procedures are effective as of the end of the period covered by this Report.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred for the six months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
The Company, the Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Adviser
and the Administrator, is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the risk factors previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed in the 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 may also materially and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
Refer to “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report and our Current Reports on Form 8-K filed on May 19, 2022 and July 2, 2021 for issuance of our Common Stock for the six months ended June 30, 2022. Such issuance was part of our Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder
Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Documents filed as part of this report
(b) Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| | | | | |
Exhibit | Description |
10.1* | Amended and Restated Loan and Security Agreement, dated as of June 3, 2021, incorporating Amendments No. 1-3, among SLIC Financing SPV LLC, SL Investment Corp., SL Investment Feeder Fund L.P., SL Investment Feeder Fund GP Ltd., U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association and the lenders party thereto. |
31.1* | |
31.2* | |
32.1* | |
32.2* | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | | SL Investment Corp. |
| | | |
August 10, 2022 | | By: | /s/ Jeffrey S. Levin |
| | | Jeffrey S. Levin Director and Chief Executive Officer (principal executive officer) |
| | | |
August 10, 2022 | | By: | /s/ Venugopal Rathi |
| | | Venugopal Rathi Chief Financial Officer (principal financial officer) |
| | | |