UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER: 814-01196
AB Private Credit Investors Corporation
(Exact name of registrant as specified in its charter)
Maryland | 81-2491356 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
1345 Avenue of the Americas
New York, NY 10105
(Address of principal executive offices)
(212) 969-1000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| | |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
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.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The issuer had 38,544,494 shares of common stock, $0.01 par value per share, outstanding as of March 31, 2022.
AB PRIVATE CREDIT INVESTORS CORPORATION
FORM 10-Q FOR THE QUARTER ENDED March 31, 2022
INDEX |
PAGE NO. |
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PART I. |
FINANCIAL INFORMATION | 3 | ||||
Item 1. |
3 | |||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
53 | ||||
Item 3. |
66 | |||||
Item 4. |
67 | |||||
PART II. |
OTHER INFORMATION | 67 | ||||
Item 1. |
67 | |||||
Item 1A. |
67 | |||||
Item 2. |
68 | |||||
Item 3. |
68 | |||||
Item 4. |
68 | |||||
Item 5. |
68 | |||||
Item 6. |
69 | |||||
2
Item 1. | Financial Statements |
AB Private Credit Investors Corporation
Consolidated Statements of Assets and Liabilities
As of March 31, 2022 (Unaudited) |
As of December 31, 2021 |
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Assets |
| |||||||
Investments, at fair value (amortized cost of $946,391,430 and $885,880,524, respectively) |
$ | 950,185,904 | $ | 892,580,993 | ||||
Cash and cash equivalents |
61,344,800 | 54,489,043 | ||||||
Interest receivable |
4,030,832 | 3,221,620 | ||||||
Deferred financing costs |
2,852,031 | 3,438,175 | ||||||
Receivable for fund shares |
2,143,951 | 22,528,538 | ||||||
Receivable for investments sold |
196,407 | 938,678 | ||||||
Prepaid expenses |
103,294 | 256,534 | ||||||
Prepaid directors fee |
| 63,025 | ||||||
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Total assets |
$ | 1,020,857,219 | $ | 977,516,606 | ||||
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Liabilities |
| |||||||
Credit facility payable |
$ | 408,600,000 | $ | 380,600,000 | ||||
Notes payable (net of unamortized discount of $20,661 and $21,813, respectively, and debt issuance costs of $399,273 and $673,583, respectively) |
212,730,066 | 212,454,604 | ||||||
Secured borrowings |
5,360,494 | 10,228,115 | ||||||
Distribution payable |
4,608,141 | 2,340,900 | ||||||
Payable for Fund shares repurchased |
4,081,370 | 4,736,139 | ||||||
Interest and borrowing expenses payable |
3,225,523 | 2,866,844 | ||||||
Management fees payable |
3,119,226 | 2,653,052 | ||||||
Incentive fee payable |
2,668,251 | 2,660,332 | ||||||
Professional fees payable |
705,809 | 597,318 | ||||||
Payable to Adviser |
695,220 | 1,680,410 | ||||||
Administrator and custodian fees payable |
572,944 | 506,871 | ||||||
Miscellaneous payable |
507,227 | 200,000 | ||||||
Payable for investments purchased |
132,447 | 9,692,322 | ||||||
Accrued expenses and other liabilities |
33,955 | | ||||||
Transfer agent fees payable |
25,676 | 23,019 | ||||||
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Total liabilities |
$ | 647,066,349 | $ | 631,239,926 | ||||
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Commitments and Contingencies (Note 6) |
| |||||||
Net Assets |
| |||||||
Common stock, par value $0.01 per share (200,000,000 shares authorized, 38,544,494 and 35,343,949 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively) |
385,445 | 353,440 | ||||||
Paid-in capital in excess of par value |
370,964,346 | 339,292,017 | ||||||
Distributable earnings (accumulated loss) |
2,416,317 | 6,614,462 | ||||||
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Total net assets of AB Private Credit Investors Corporation |
$ | 373,766,108 | $ | 346,259,919 | ||||
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Non-Controlling Interest in ABPCIC Equity Holdings, LLC |
$ | 24,762 | $ | 16,761 | ||||
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Total net assets |
$ | 373,790,870 | $ | 346,276,680 | ||||
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Total liabilities and net assets |
$ | 1,020,857,219 | $ | 977,516,606 | ||||
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Net asset value per share of AB Private Credit Investors Corporation |
$ | 9.70 | $ | 9.80 | ||||
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|
|
See Notes to Unaudited Consolidated Financial Statements
3
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Operations
For the Three Months Ended March 31, |
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2022 | 2021 | |||||||
Investment Income: | ||||||||
Interest income, net of amortization/accretion |
$ | 19,084,451 | $ | 10,484,277 | ||||
Payment-in-kind interest |
594,399 | 375,483 | ||||||
Dividend income |
8,587 | | ||||||
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|
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Total investment income |
19,687,437 | 10,859,760 | ||||||
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|
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Expenses: | ||||||||
Interest and borrowing expenses |
5,140,785 | 2,605,053 | ||||||
Management fees |
3,402,792 | 2,069,181 | ||||||
Income-based incentive fee |
1,931,939 | 641,062 | ||||||
Professional fees |
476,980 | 549,052 | ||||||
Collateral management fees |
456,498 | 454,343 | ||||||
Administration and custodian fees |
223,237 | 163,051 | ||||||
Insurance expenses |
153,239 | 146,334 | ||||||
Directors fees |
50,000 | 50,000 | ||||||
Transfer agent fees |
25,676 | 16,386 | ||||||
Capital gains incentive fee |
(546,733 | ) | | |||||
Other expenses |
299,625 | 163,622 | ||||||
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|
|
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Total expenses |
11,614,038 | 6,858,084 | ||||||
Reimbursement payments to Adviser (See Note 3: Expense Support and Conditional Reimbursement Agreement) |
259,263 | 280,779 | ||||||
Waived collateral management fees |
(456,498 | ) | (454,343 | ) | ||||
Waived management fees |
(283,566 | ) | (183,001 | ) | ||||
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Net expenses |
11,133,237 | 6,501,519 | ||||||
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Net investment income before taxes |
8,554,200 | 4,358,241 | ||||||
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Income tax expense, including excise tax |
308,827 | | ||||||
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Net investment income after tax |
8,245,373 | 4,358,241 | ||||||
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Net realized and change in unrealized gains (losses) on investment transactions: |
| |||||||
Net realized gain (loss) from investments |
172,332 | 59,470 | ||||||
Net change in unrealized appreciation (depreciation) on investments |
(2,905,995 | ) | 1,753,609 | |||||
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Net realized and change in unrealized gains (losses) on investment transactions |
(2,733,663 | ) | 1,813,079 | |||||
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Net increase in net assets resulting from operations |
$ | 5,511,710 | $ | 6,171,320 | ||||
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Less: Net increase (decrease) in net assets resulting from operations related to Non-Controlling Interest in ABPCIC Equity Holdings, LLC |
$ | 10 | $ | (193 | ) | |||
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Net increase (decrease) in net assets resulting from operations related to AB Private Credit Investors Corporation |
$ | 5,511,700 | $ | 6,171,513 | ||||
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Net investment income per share (basic and diluted): | ||||||||
Net investment income per share (basic and diluted): |
$ | 0.23 | $ | 0.16 | ||||
Earnings per share (basic and diluted): |
$ | 0.15 | $ | 0.23 | ||||
Weighted average shares outstanding: |
36,411,259 | 26,432,156 |
See Notes to Unaudited Consolidated Financial Statements
4
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Changes in Net Assets
Common Stock | ||||||||||||||||||||||||
Shares | Par Amount |
Paid in Capital in Excess of Par |
Distributable Earnings |
Non-Controlling Interest - ABPCIC Equity Holdings, LLC |
Total Net Assets |
|||||||||||||||||||
Net assets at December 31, 2021 |
35,343,949 | $ | 353,440 | $ | 339,292,017 | $ | 6,614,462 | $ | 16,761 | $ | 346,276,680 | |||||||||||||
Increase (decrease) in net assets resulting from operations: |
| |||||||||||||||||||||||
Net investment income |
| | | 8,245,567 | (194 | ) | 8,245,373 | |||||||||||||||||
Net realized gain (loss) on investments |
| | | 172,332 | | 172,332 | ||||||||||||||||||
Net change in unrealized appreciation (depreciation) on investments |
| | | (2,906,199 | ) | 204 | (2,905,995 | ) | ||||||||||||||||
Capital transactions: |
| |||||||||||||||||||||||
Issuance of common stock |
3,095,246 | 30,952 | 30,653,048 | | | 30,684,000 | ||||||||||||||||||
Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC |
| | | | 7,991 | 7,991 | ||||||||||||||||||
Issuance of common shares pursuant to distribution reinvestment plan |
526,163 | 5,262 | 5,096,442 | | | 5,101,704 | ||||||||||||||||||
Repurchase of common stock |
(420,864 | ) | (4,209 | ) | (4,077,161 | ) | | | (4,081,370 | ) | ||||||||||||||
Distributions to stockholders |
| | | (9,709,845 | ) | | (9,709,845 | ) | ||||||||||||||||
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Total increase (decrease) for the three months ended March 31, 2022 |
3,200,545 | 32,005 | 31,672,329 | (4,198,145 | ) | 8,001 | 27,514,190 | |||||||||||||||||
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Net assets at March 31, 2022 |
38,544,494 | $ | 385,445 | $ | 370,964,346 | $ | 2,416,317 | $ | 24,762 | $ | 373,790,870 | |||||||||||||
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Distributions declared per share |
| $ | | $ | | $ | 0.25 | $ | | $ | 0.25 | |||||||||||||
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See Notes to Unaudited Consolidated Financial Statements
5
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Changes in Net Assets
Common Stock | ||||||||||||||||||||||||
Shares | Par Amount |
Paid in Capital in Excess of Par |
Distributable Earnings |
Non-Controlling Interest - ABPCIC Equity Holdings, LLC |
Total Net Assets |
|||||||||||||||||||
Net assets at December 31, 2020 |
23,775,222 | $ | 237,752 | $ | 227,482,784 | $ | (5,360,904 | ) | $ | 641 | $ | 222,360,273 | ||||||||||||
Increase (decrease) in net assets resulting from operations: |
| |||||||||||||||||||||||
Net investment income |
| | | 4,358,498 | (257 | ) | 4,358,241 | |||||||||||||||||
Net realized gain (loss) on investments |
| | | 59,470 | | 59,470 | ||||||||||||||||||
Net change in unrealized appreciation (depreciation) on investments |
| | | 1,753,545 | 64 | 1,753,609 | ||||||||||||||||||
Capital transactions: |
| |||||||||||||||||||||||
Issuance of common stock |
4,001,981 | 40,020 | 37,668,979 | | | 37,708,999 | ||||||||||||||||||
Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC |
| | | | 2,625 | 2,625 | ||||||||||||||||||
Issuance of common shares pursuant to distribution reinvestment plan |
229,904 | 2,299 | 2,165,269 | | | 2,167,568 | ||||||||||||||||||
Repurchase of common stock |
(1,173,288 | ) | (11,733 | ) | (11,050,148 | ) | | | (11,061,881 | ) | ||||||||||||||
Distributions to stockholders |
| | | (4,358,022 | ) | | (4,358,022 | ) | ||||||||||||||||
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Total increase (decrease) for the three months ended March 31, 2021 |
3,058,597 | 30,586 | 28,784,100 | 1,813,491 | 2,432 | 30,630,609 | ||||||||||||||||||
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Net assets at March 31, 2021 |
26,833,819 | $ | 268,338 | $ | 256,266,884 | $ | (3,547,413 | ) | $ | 3,073 | $ | 252,990,882 | ||||||||||||
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Distributions declared per share |
| $ | | $ | | $ | 0.16 | $ | | $ | 0.16 | |||||||||||||
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See Notes to Unaudited Consolidated Financial Statements
6
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Cash Flows
Three Months Ended March 31, 2022 |
Three Months Ended March 31, 2021 |
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Cash flows from operating activities |
| |||||||
Net increase (decrease) in net assets resulting from operations |
$ | 5,511,710 | $ | 6,171,320 | ||||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: |
| |||||||
Purchases of investments |
(88,226,756 | ) | (70,237,468 | ) | ||||
Payment-in-kind investments |
(594,399 | ) | (375,483 | ) | ||||
Proceeds from sales of investments and principal repayments |
29,873,338 | 23,559,275 | ||||||
Net realized (gain) loss on investments |
(172,332 | ) | (59,470 | ) | ||||
Net change in unrealized (appreciation) depreciation on investments |
2,905,995 | (1,753,609 | ) | |||||
Amortization of premium and accretion of discount, net |
(1,390,757 | ) | (788,271 | ) | ||||
Amortization of discount, debt issuance and deferred financing costs |
1,164,762 | 492,785 | ||||||
Increase (decrease) in operating assets and liabilities: |
| |||||||
(Increase) decrease in receivable for investments sold |
742,271 | 55,058 | ||||||
(Increase) decrease in interest receivable |
(809,212 | ) | (78,128 | ) | ||||
(Increase) decrease in other assets |
| 671 | ||||||
(Increase) decrease in prepaid directors fee |
63,025 | | ||||||
(Increase) decrease in prepaid expenses |
153,240 | 146,334 | ||||||
Increase (decrease) in payable for investments purchased |
(9,559,875 | ) | | |||||
Increase (decrease) in due to affiliate |
| (469,453 | ) | |||||
Increase (decrease) in management fees payable |
466,174 | 1,886,180 | ||||||
Increase (decrease) in payable to Adviser |
(985,190 | ) | 581,827 | |||||
Increase (decrease) in administrator and custodian fees payable |
66,073 | 163,050 | ||||||
Increase (decrease) in professional fees payable |
108,491 | 180,291 | ||||||
Increase (decrease) in miscellaneous payable |
307,227 | | ||||||
Increase (decrease) in incentive fee payable |
7,919 | 641,062 | ||||||
Increase (decrease) in transfer agent fees payable |
2,657 | 16,386 | ||||||
Increase (decrease) in interest and borrowing expenses payable |
358,679 | 77,031 | ||||||
Increase (decrease) in accrued organization costs |
| (106,510 | ) | |||||
Increase (decrease) in accrued expenses and other liabilities |
33,955 | 8,090 | ||||||
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Net cash provided by (used for) operating activities |
(59,973,005 | ) | (39,889,032 | ) | ||||
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Cash flows from financing activities |
| |||||||
Issuance of common stock |
51,068,587 | 70,854,128 | ||||||
Contribution of Non-Controlling Interest into ABPCIC Equity Holdings, LLC |
7,991 | 2,625 | ||||||
Repurchase of common stock |
(4,736,139 | ) | | |||||
Distributions paid |
(2,340,900 | ) | (1,541,994 | ) | ||||
Financing costs paid |
(303,156 | ) | (875,010 | ) | ||||
Borrowings on credit facility |
88,000,000 | 98,800,000 | ||||||
Repayments of credit facility |
(60,000,000 | ) | (80,000,000 | ) | ||||
Repayments on secured borrowings |
(4,867,621 | ) | (18,870,856 | ) | ||||
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Net cash provided by (used for) financing activities |
66,828,762 | 68,368,893 | ||||||
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Net increase (decrease) in cash |
6,855,757 | 28,479,861 | ||||||
Cash and cash equivalents, beginning of period |
54,489,043 | 22,410,622 | ||||||
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Cash and cash equivalents, end of period |
$ | 61,344,800 | $ | 50,890,483 | ||||
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Supplemental and non-cash financing activities |
| |||||||
Cash paid during the period for interest |
$ | 3,528,077 | $ | 1,951,874 | ||||
Issuance of common shares pursuant to distribution reinvestment plan |
$ | 5,101,704 | $ | 2,167,568 | ||||
State taxes paid |
$ | 1,600 | $ | |
See Notes to Unaudited Consolidated Financial Statements
7
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Investments at Fair Value254.20% + * # ^ | ||||||||||||||||||||
U.S. Corporate Debt240.27% | ||||||||||||||||||||
1st Lien/Senior Secured Debt237.36% | ||||||||||||||||||||
AmerCareRoyal, LLC(1) |
Business Services | Delayed Draw Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | $ | 513,062 | $ | 509,181 | $ | 482,278 | ||||||||||
AmerCareRoyal, LLC(2) |
Business Services | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | 533,510 | 529,424 | 501,499 | |||||||||||||
AmerCareRoyal, LLC(1) |
Business Services | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | 4,255,796 | 4,228,288 | 4,000,448 | |||||||||||||
BEP Borrower Holdco, |
Business Services | Delayed Draw Term Loan | 5.25% (L + 4.25%; 1.00% Floor) | 06/12/2024 | 1,264,148 | 1,253,885 | 1,264,148 | |||||||||||||
BEP Borrower Holdco, |
Business Services | Revolver | 5.25% (L + 4.25%; 1.00% Floor) | 06/12/2024 | | (2,870 | ) | | ||||||||||||
BEP Borrower Holdco, |
Business Services | Term Loan | 5.25% (L + 4.25%; 1.00% Floor) | 06/12/2024 | 3,371,062 | 3,346,691 | 3,371,062 | |||||||||||||
Engage2Excel, Inc.(1) (4) |
Business Services | Revolver | 8.25% (L + 7.25%; 1.00% Floor) | 03/07/2023 | 312,456 | 310,882 | 308,626 | |||||||||||||
Engage2Excel, Inc.(1) |
Business Services | Term Loan | 8.25% (L + 7.25%; 1.00% Floor) | 03/07/2023 | 1,034,754 | 1,029,268 | 1,024,407 | |||||||||||||
Engage2Excel, Inc.(1) |
Business Services | Term Loan | 8.25% (L + 7.25%; 1.00% Floor) | 03/07/2023 | 2,981,852 | 2,968,428 | 2,952,034 | |||||||||||||
Global Radar Holdings, |
Business Services | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 12/31/2025 | | (1,760 | ) | | ||||||||||||
Global Radar Holdings, |
Business Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/31/2025 | 7,475,205 | 7,359,318 | 7,475,205 | |||||||||||||
Metametrics, Inc.(4) (5) |
Business Services | Revolver | 6.01% (L + 5.00%; 1.00% Floor) | 09/10/2025 | | (7,547 | ) | (1,628 | ) | |||||||||||
Metametrics, Inc.(1) (2) |
Business Services | Term Loan | 6.01% (L + 5.00%; 1.00% Floor) | 09/10/2025 | 4,731,059 | 4,671,818 | 4,719,231 | |||||||||||||
MSM Acquisitions, Inc.(4) |
Business Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/09/2026 | 35,743 | 21,542 | 35,743 | |||||||||||||
MSM Acquisitions, Inc.(2) |
Business Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/09/2026 | 3,028,113 | 2,976,934 | 3,012,972 | |||||||||||||
MSM Acquisitions, Inc.(4) |
Business Services | Revolver | 8.50% (P + 5.00%; 2.00% Floor) | 12/09/2026 | 339,950 | 320,635 | 333,825 | |||||||||||||
MSM Acquisitions, Inc.(1) (2) (3) |
Business Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/09/2026 | 8,274,768 | 8,151,216 | 8,233,395 | |||||||||||||
Rep Tec Intermediate Holdings, |
Business Services | Revolver | 7.51% (L + 6.50%; 1.00% Floor) | 06/19/2025 | | (12,068 | ) | (3,946 | ) | |||||||||||
Rep Tec Intermediate Holdings, |
Business Services | Term Loan | 7.51% (L + 6.50%; 1.00% Floor) | 06/19/2025 | 14,679,402 | 14,448,977 | 14,606,005 | |||||||||||||
Valcourt Holdings II, LLC(1) (4) |
Business Services | Delayed Draw Term Loan | 6.50% (S + 5.50%; 1.00% Floor) | 01/07/2027 | 629,494 | 605,829 | 629,494 | |||||||||||||
Valcourt Holdings II, LLC(2) |
Business Services | Term Loan | 6.50% (S + 5.50%; 1.00% Floor) | 01/07/2027 | 1,163,958 | 1,140,679 | 1,163,958 | |||||||||||||
Valcourt Holdings II, LLC(2) |
Business Services | Term Loan | 6.51% (S + 5.50%; 1.00% Floor) | 01/07/2027 | 2,661,411 | 2,616,458 | 2,661,411 | |||||||||||||
Valcourt Holdings II, LLC(1) (2) |
Business Services | Term Loan | 6.51% (S + 5.50%; 1.00% Floor) | 01/07/2027 | 6,327,149 | 6,222,699 | 6,327,149 | |||||||||||||
AEG Holding Company, Inc.(1) |
Consumer Discretionary | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 11/20/2023 | 1,053,829 | 1,047,457 | 1,053,829 | |||||||||||||
AEG Holding Company, Inc.(4) (5) |
Consumer Discretionary | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 11/20/2023 | | (7,369 | ) | | ||||||||||||
AEG Holding Company, Inc.(3) |
Consumer Discretionary | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 11/20/2023 | 1,833,827 | 1,819,478 | 1,833,827 | |||||||||||||
AEG Holding Company, Inc.(1) |
Consumer Discretionary | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 11/20/2023 | 5,559,695 | 5,524,825 | 5,559,695 | |||||||||||||
Ampler QSR Holdings, LLC(2) (3) |
Consumer Non-Cyclical | Term Loan | 6.88% (L + 5.88%; 1.00% Floor) | 07/21/2027 | 12,440,575 | 12,219,433 | 11,942,952 | |||||||||||||
Blink Holdings, Inc.(1) |
Consumer Non-Cyclical | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/08/2024 | 1,178,697 | 1,172,219 | 1,069,668 | |||||||||||||
Blink Holdings, Inc. |
Consumer Non-Cyclical | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/08/2024 | 945,093 | 945,093 | 857,672 | |||||||||||||
Blink Holdings, Inc.(1) |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/08/2024 | 1,647,736 | 1,638,655 | 1,495,320 | |||||||||||||
Captain Ds, Inc.(4) (5) |
Consumer Non-Cyclical | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 12/15/2023 | | (627 | ) | | ||||||||||||
Captain Ds, Inc.(1) |
Consumer Non-Cyclical | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 12/15/2023 | 1,929,660 | 1,923,374 | 1,929,660 | |||||||||||||
Freddys Frozen Custard, L.L.C(4) (5) |
Consumer Non-Cyclical | Revolver | 6.00% (L + 5.00%; 1.00% Floor) | 03/03/2027 | | (4,254 | ) | | ||||||||||||
Freddys Frozen Custard, L.L.C(2) (3) |
Consumer Non-Cyclical | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 03/03/2027 | 4,895,641 | 4,844,884 | 4,895,641 | |||||||||||||
Krispy Krunchy Foods, L.L.C(4) (5) |
Consumer Non-Cyclical | Revolver | 5.75% (L + 4.75%; 1.00% Floor) | 11/17/2027 | | (18,330 | ) | (19,498 | ) | |||||||||||
Krispy Krunchy Foods, L.L.C(2) (3) |
Consumer Non-Cyclical | Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 11/17/2027 | 11,669,364 | 11,449,953 | 11,435,977 | |||||||||||||
Mathnasium LLC(4) |
Consumer Non-Cyclical | Revolver | 5.75% (L + 5.00%; 0.75% Floor) | 11/15/2027 | 87,043 | 74,780 | 73,987 | |||||||||||||
Mathnasium LLC(1) (2) |
Consumer Non-Cyclical | Term Loan | 5.75% (L + 5.00%; 0.75% Floor) | 11/15/2027 | 5,440,202 | 5,338,010 | 5,331,398 | |||||||||||||
MMP Intermediate, LLC(4) (5) |
Consumer Non-Cyclical | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 02/15/2027 | | (10,792 | ) | (11,058 | ) | |||||||||||
MMP Intermediate, LLC(1) (2) |
Consumer Non-Cyclical | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 02/15/2027 | 8,272,465 | 8,110,463 | 8,107,016 | |||||||||||||
PF Growth Partners, LLC(1) |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 07/11/2025 | 118,340 | 114,713 | 114,494 | |||||||||||||
PF Growth Partners, LLC(1) |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 07/11/2025 | 239,084 | 231,756 | 231,313 | |||||||||||||
PF Growth Partners, LLC(1) |
Consumer Non-Cyclical | Term Loan | 6.01% (L + 5.00%; 1.00% Floor) | 07/11/2025 | 1,986,256 | 1,974,370 | 1,921,703 | |||||||||||||
TBG Food Acquisition Corp(4) (5) |
Consumer Non-Cyclical | Delayed Draw Term Loan | 5.00% (L + 4.25%; 0.75% Floor) | 12/25/2027 | | (10,107 | ) | (18,482 | ) | |||||||||||
TBG Food Acquisition Corp(4) (5) |
Consumer Non-Cyclical | Revolver | 5.00% (L + 4.25%; 0.75% Floor) | 12/25/2027 | | (2,527 | ) | (4,620 | ) | |||||||||||
TBG Food Acquisition Corp(1) (2) |
Consumer Non-Cyclical | Term Loan | 5.00% (L + 4.25%; 0.75% Floor) | 12/25/2027 | 6,584,150 | 6,521,083 | 6,468,927 | |||||||||||||
5 Bars, LLC(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 5.00% (L + 4.00%; 1.00% Floor) | 09/27/2024 | | (25,983 | ) | | ||||||||||||
5 Bars, LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 5.00% (L + 4.00%; 1.00% Floor) | 09/27/2024 | | (4,872 | ) | | ||||||||||||
5 Bars, LLC(3) |
Digital Infrastructure & Services | Term Loan | 5.00% (L + 4.00%; 1.00% Floor) | 09/27/2024 | 4,742,121 | 4,704,242 | 4,742,121 |
See Notes to Unaudited Consolidated Financial Statements
8
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Airwavz Solutions, Inc(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.00% (S + 5.00%; 1.00% Floor) | 03/31/2027 | $ | | $ | (32,620 | ) | $ | (32,637 | ) | ||||||||
Airwavz Solutions, Inc(4) (5) |
Digital Infrastructure & Services | Revolver | 6.00% (S + 5.00%; 1.00% Floor) | 03/31/2027 | | (11,423 | ) | (11,423 | ) | |||||||||||
Airwavz Solutions, Inc(3) |
Digital Infrastructure & Services | Term Loan | 6.00% (S + 5.00%; 1.00% Floor) | 03/31/2027 | 5,221,919 | 5,130,535 | 5,130,535 | |||||||||||||
Avant Communications, LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 6.51% (L + 5.50%; 1.00% Floor) | 11/30/2026 | | (10,602 | ) | (9,921 | ) | |||||||||||
Avant Communications, LLC(1) (2) |
Digital Infrastructure & Services | Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 11/30/2026 | 5,089,434 | 4,994,254 | 5,000,369 | |||||||||||||
Bridgepointe Technologies, LLC(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.76% (L + 5.75%; 1.00% Floor) | 12/31/2027 | | (37,276 | ) | (38,875 | ) | |||||||||||
Bridgepointe Technologies, LLC(3) (4) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.76% (L + 5.75%; 1.00% Floor) | 12/31/2027 | 1,872,362 | 1,820,158 | 1,830,669 | |||||||||||||
Bridgepointe Technologies, LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 6.76% (L + 5.75%; 1.00% Floor) | 12/31/2027 | | (14,913 | ) | (15,550 | ) | |||||||||||
Bridgepointe Technologies, LLC(1) (2) |
Digital Infrastructure & Services | Term Loan | 6.76% (L + 5.75%; 1.00% Floor) | 12/31/2027 | 4,789,366 | 4,696,861 | 4,693,578 | |||||||||||||
Coretelligent Intermediate LLC(4) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.50% (P + 4.00%; 2.00% Floor) | 10/21/2027 | | | (9,498 | ) | ||||||||||||
Coretelligent Intermediate LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 7.50% (P + 4.00%; 2.00% Floor) | 10/21/2027 | | (17,635 | ) | (12,664 | ) | |||||||||||
Coretelligent Intermediate LLC(1) (2) (3) |
Digital Infrastructure & Services | Term Loan | 7.50% (P + 4.00%; 2.00% Floor) | 10/21/2027 | 8,009,037 | 7,897,508 | 7,928,947 | |||||||||||||
EvolveIP, LLC |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.50% (S + 5.50%; 1.00% Floor) | 06/07/2025 | 111,957 | 111,384 | 111,117 | |||||||||||||
EvolveIP, LLC(4) |
Digital Infrastructure & Services | Revolver | 6.50% (S + 5.50%; 1.00% Floor) | 06/07/2025 | 56,687 | 53,804 | 52,435 | |||||||||||||
EvolveIP, LLC(1) |
Digital Infrastructure & Services | Term Loan | 6.50% (S + 5.50%; 1.00% Floor) | 06/07/2025 | 6,484,187 | 6,448,584 | 6,435,555 | |||||||||||||
Fatbeam, LLC(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | | (28,437 | ) | (64,385 | ) | |||||||||||
Fatbeam, LLC |
Digital Infrastructure & Services | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | 643,849 | 632,474 | 618,095 | |||||||||||||
Fatbeam, LLC(2) (3) |
Digital Infrastructure & Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | 6,438,490 | 6,323,870 | 6,180,951 | |||||||||||||
Firstdigital Communications LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 5.00% (L + 4.25%; 0.75% Floor) | 12/17/2026 | | (29,961 | ) | (39,668 | ) | |||||||||||
Firstdigital Communications LLC(2) (3) |
Digital Infrastructure & Services | Term Loan | 5.00% (L + 4.25%; 0.75% Floor) | 12/17/2026 | 13,645,840 | 13,388,174 | 13,304,694 | |||||||||||||
MBS Holdings, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 04/16/2027 | | (16,474 | ) | | ||||||||||||
MBS Holdings, Inc.(1) (2) (3) |
Digital Infrastructure & Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 04/16/2027 | 10,442,120 | 10,265,535 | 10,442,120 | |||||||||||||
MSP Global Holdings, Inc.(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.25% (S + 5.25%; 1.00% Floor) | 01/24/2027 | | (20,389 | ) | (21,148 | ) | |||||||||||
MSP Global Holdings, Inc.(4) |
Digital Infrastructure & Services | Revolver | 6.25% (S + 5.25%; 1.00% Floor) | 01/24/2027 | 422,965 | 408,692 | 408,161 | |||||||||||||
MSP Global Holdings, Inc.(2) (3) |
Digital Infrastructure & Services | Term Loan | 6.25% (S + 5.25%; 1.00% Floor) | 01/24/2027 | 7,930,586 | 7,796,214 | 7,791,801 | |||||||||||||
NI Topco, Inc(4) |
Digital Infrastructure & Services | Revolver | 4.55% (L + 4.25%) | 12/28/2026 | 244,622 | 227,641 | 228,748 | |||||||||||||
NI Topco, Inc(2) (3) |
Digital Infrastructure & Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/28/2028 | 6,689,537 | 6,543,434 | 6,555,746 | |||||||||||||
Single Digits, Inc.(2) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.50% (L + 6.00%; 1.00% Floor) | 12/21/2023 | 599,981 | 597,587 | 583,481 | |||||||||||||
Single Digits, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 8.00% (L + 6.00%; 0.50% PIK; 1.00% Floor) | 12/21/2023 | | (1,450 | ) | (11,444 | ) | |||||||||||
Single Digits, Inc.(1) |
Digital Infrastructure & Services | Term Loan | 8.00% (L + 6.00%; 0.50% PIK; 1.00% Floor) | 12/21/2023 | 3,220,982 | 3,207,734 | 3,132,405 | |||||||||||||
Stratus Networks, Inc.(4) (5) (6) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 12/15/2027 | | (37,725 | ) | (69,307 | ) | |||||||||||
Stratus Networks, Inc.(4) (6) (7) |
Digital Infrastructure & Services | Revolver | 6.25% (L + 5.25%; 1.00% Floor) | 12/15/2027 | 369,637 | 350,769 | 352,310 | |||||||||||||
Stratus Networks, Inc.(2) (6) |
Digital Infrastructure & Services | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 12/15/2027 | 7,920,781 | 7,768,806 | 7,782,168 | |||||||||||||
Thrive Buyer, Inc.(1) (2) (4) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 01/22/2027 | 6,210,433 | 6,085,442 | 6,189,651 | |||||||||||||
Thrive Buyer, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 7.01% (L + 6.00%; 1.00% Floor) | 01/22/2027 | | (18,942 | ) | (2,774 | ) | |||||||||||
Thrive Buyer, Inc.(1) (2) (3) |
Digital Infrastructure & Services | Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 01/22/2027 | 11,855,238 | 11,658,423 | 11,825,600 | |||||||||||||
Towerco IV Holdings, LLC(1) (2) (4) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 5.00% (L + 4.00%; 1.00% Floor) | 04/23/2026 | 13,598,920 | 13,424,007 | 13,391,620 |
See Notes to Unaudited Consolidated Financial Statements
9
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Transtelco Holding, Inc.(2) |
Digital Infrastructure & Services | Term Loan | 6.76% (L + 5.75%; 0.50% Floor) | 03/26/2026 | $ | 4,708,605 | $ | 4,678,571 | $ | 4,661,519 | ||||||||||
Transtelco Holding, |
Digital Infrastructure & Services | Term Loan | 7.26% (L + 6.25%; 0.50% Floor) | 03/26/2026 | 4,708,605 | 4,679,739 | 4,661,519 | |||||||||||||
Accelerate Resources Operating, LLC(4) (5) |
Energy | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 02/24/2026 | | (5,468 | ) | | ||||||||||||
Accelerate Resources Operating, LLC(1) |
Energy | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 02/24/2026 | 4,223,108 | 4,167,579 | 4,223,108 | |||||||||||||
BEXP I OG, LLC(4) (5) |
Energy | Revolver | 8.00% (S + 7.00%; 1.00% Floor) | 01/25/2027 | | (4,907 | ) | (5,089 | ) | |||||||||||
BEXP I OG, LLC(4) (5) |
Energy | Term Loan | 8.00% (S + 7.00%; 1.00% Floor) | 01/25/2027 | | (34,348 | ) | (35,621 | ) | |||||||||||
BEXP I OG, LLC(2) |
Energy | Term Loan | 8.00% (S + 7.00%; 1.00% Floor) | 01/25/2027 | 3,266,290 | 3,202,926 | 3,200,965 | |||||||||||||
Bowline Energy, LLC(1) |
Energy | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 08/09/2025 | 3,441,256 | 3,406,103 | 3,441,256 | |||||||||||||
Foundation Risk Partners, |
Financials | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 10/29/2028 | 1,752,909 | 1,736,786 | 1,747,566 | |||||||||||||
Foundation Risk Partners, |
Financials | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 10/29/2027 | | (11,920 | ) | (10,381 | ) | |||||||||||
Foundation Risk Partners, |
Financials | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 10/29/2028 | 9,831,060 | 9,716,952 | 9,732,750 | |||||||||||||
Galway Borrower, LLC(4) (8) |
Financials | Delayed Draw Term Loan | 6.25% (L + 5.25%; 0.75% Floor) | 09/29/2028 | 51,250 | 45,781 | 45,572 | |||||||||||||
Galway Borrower, LLC(4) (5) |
Financials | Revolver | 6.26% (L + 5.25%; 0.75% Floor) | 09/30/2027 | | (4,972 | ) | (5,408 | ) | |||||||||||
Galway Borrower, LLC(1) (2) |
Financials | Term Loan | 6.26% (L + 5.25%; 0.75% Floor) | 09/29/2028 | 3,753,363 | 3,688,001 | 3,678,296 | |||||||||||||
Higginbotham Insurance Agency, Inc.(2) (4) |
Financials | Delayed Draw Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 11/25/2026 | 407,700 | 391,891 | 407,700 | |||||||||||||
Higginbotham Insurance Agency, Inc.(1) (2) (3) |
Financials | Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 11/25/2026 | 8,104,208 | 8,010,361 | 8,104,208 | |||||||||||||
Peter C. Foy & Associates Insurance Services, LLC(4) |
Financials | Delayed Draw Term Loan | 7.66% (S + 6.00%; 0.75% Floor) | 11/01/2028 | 882,017 | 849,214 | 852,162 | |||||||||||||
Purchasing Power, LLC(1) |
Financials | Term Loan | 7.75% (L + 6.75%; 1.00% Floor) | 02/06/2024 | 2,026,771 | 2,011,264 | 2,011,570 | |||||||||||||
TA/WEG Holdings, LLC(4) |
Financials | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 10/04/2027 | 3,926,880 | 3,908,136 | 3,911,049 | |||||||||||||
TA/WEG Holdings, LLC(4) |
Financials | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 10/04/2027 | 93,989 | 92,375 | 93,039 | |||||||||||||
AAH Topco, LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 12/22/2027 | | (68,723 | ) | (197,755 | ) | |||||||||||
AAH Topco, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.25% (L + 5.50%; 0.75% Floor) | 12/22/2027 | | (15,051 | ) | (13,777 | ) | |||||||||||
AAH Topco, LLC(1) (2) (3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 12/22/2027 | 6,534,513 | 6,409,441 | 6,354,814 | |||||||||||||
American Physician Partners, LLC(1) (2) |
Healthcare & HCIT | Delayed Draw Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 04/08/2022 | 961,272 | 961,272 | 961,272 | |||||||||||||
American Physician Partners, LLC(4) |
Healthcare & HCIT | Revolver | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 04/08/2022 | 346,322 | 346,322 | 346,322 | |||||||||||||
American Physician Partners, LLC(2) |
Healthcare & HCIT | Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 04/08/2022 | 1,114,822 | 1,114,822 | 1,114,822 | |||||||||||||
American Physician Partners, LLC(1) |
Healthcare & HCIT | Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 04/08/2022 | 5,156,410 | 5,152,869 | 5,156,410 | |||||||||||||
American Physician Partners, LLC(1) (2) |
Healthcare & HCIT | Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 04/08/2022 | 2,053,461 | 2,053,461 | 2,053,461 | |||||||||||||
Analogic Corporation(4) |
Healthcare & HCIT | Revolver | 6.25% (L + 5.25%; 1.00% Floor) | 06/22/2023 | 152,778 | 151,765 | 146,361 | |||||||||||||
Analogic Corporation(1) (3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 06/24/2024 | 2,090,764 | 2,074,108 | 2,028,041 | |||||||||||||
AOM Acquisition, LLC.(4) (5) |
Healthcare & HCIT | Revolver | 6.25% (S + 5.25%; 1.00% Floor) | 02/18/2027 | | (23,824 | ) | (24,372 | ) | |||||||||||
AOM Acquisition, LLC.(1) (2) |
Healthcare & HCIT | Term Loan | 6.25% (S + 5.25%; 1.00% Floor) | 02/18/2027 | 7,514,733 | 7,367,429 | 7,364,438 | |||||||||||||
BAART Programs, Inc.(4) (9) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 06/11/2027 | 3,504,317 | 3,441,607 | 3,403,892 | |||||||||||||
BAART Programs, Inc.(1) (2) (9) |
Healthcare & HCIT | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 06/11/2027 | 4,757,827 | 4,719,099 | 4,686,460 | |||||||||||||
Caregiver 2, Inc. |
Healthcare & HCIT | Delayed Draw Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 1,570,456 | 1,543,441 | 1,503,711 | |||||||||||||
Caregiver 2, Inc.(3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 675,893 | 666,556 | 647,167 | |||||||||||||
Caregiver 2, Inc.(3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 4,708,992 | 4,643,941 | 4,508,860 | |||||||||||||
Caregiver 2, Inc.(2) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 644,964 | 633,936 | 617,553 | |||||||||||||
Choice Health At Home, |
Healthcare & HCIT | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/29/2026 | | (16,452 | ) | (17,314 | ) | |||||||||||
Choice Health At Home, |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/29/2026 | 2,697,942 | 2,659,199 | 2,657,473 | |||||||||||||
Coding Solutions Acquisition, Inc.(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 12/31/2026 | | (19,482 | ) | | ||||||||||||
Coding Solutions Acquisition, Inc.(4) |
Healthcare & HCIT | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 12/31/2025 | 69,828 | 68,067 | 69,828 | |||||||||||||
Coding Solutions Acquisition, Inc.(2) (3) |
Healthcare & HCIT | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 12/31/2026 | 7,814,869 | 7,688,547 | 7,814,869 | |||||||||||||
Community Based Care Acquisition, Inc.(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 09/16/2027 | 304,595 | 284,901 | 299,198 | |||||||||||||
Community Based Care Acquisition, Inc.(4) (10) |
Healthcare & HCIT | Revolver | 8.00% (P + 4.50%; 2.00% Floor) | 09/16/2027 | 475,097 | 459,329 | 466,459 | |||||||||||||
Community Based Care Acquisition, Inc.(1) (2) |
Healthcare & HCIT | Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 09/16/2027 | 5,328,862 | 5,230,757 | 5,275,574 |
See Notes to Unaudited Consolidated Financial Statements
10
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Delaware Valley Management Holdings, Inc.(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 03/21/2024 | $ | | $ | (18,853 | ) | $ | (126,451 | ) | ||||||||
Delaware Valley Management Holdings, Inc. |
Healthcare & HCIT | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 03/21/2024 | 537,691 | 533,240 | 473,168 | |||||||||||||
Delaware Valley Management Holdings, Inc. |
Healthcare & HCIT | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 03/21/2024 | 3,492,300 | 3,462,350 | 3,073,224 | |||||||||||||
Ethos Veterinary Health, LLC(1) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.21% (L + 4.75%) | 05/15/2026 | 1,067,934 | 1,060,914 | 1,067,934 | |||||||||||||
Ethos Veterinary Health, LLC(1) |
Healthcare & HCIT | Term Loan | 5.21% (L + 4.75%) | 05/15/2026 | 2,262,589 | 2,246,926 | 2,262,589 | |||||||||||||
FH MD Buyer, Inc.(1) (2) |
Healthcare & HCIT | Term Loan | 5.75% (L + 5.00%; 0.75% Floor) | 07/22/2028 | 5,506,918 | 5,453,654 | 5,506,918 | |||||||||||||
GHA Buyer, Inc.(2) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 809,145 | 797,827 | 803,076 | |||||||||||||
GHA Buyer, Inc.(4) |
Healthcare & HCIT | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 190,215 | 180,954 | 183,082 | |||||||||||||
GHA Buyer, Inc.(1) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 558,070 | 550,487 | 553,885 | |||||||||||||
GHA Buyer, Inc.(1) (3) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 5,340,204 | 5,258,737 | 5,300,153 | |||||||||||||
GHA Buyer, Inc.(3) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 4,623,686 | 4,554,277 | 4,589,008 | |||||||||||||
GHA Buyer, Inc.(1) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 724,226 | 709,849 | 718,794 | |||||||||||||
GHA Buyer, Inc.(1) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 06/24/2025 | 1,952,566 | 1,938,867 | 1,937,922 | |||||||||||||
Honor HN Buyer, Inc(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 10/15/2027 | 570,447 | 549,809 | 545,574 | |||||||||||||
Honor HN Buyer, Inc(4) (5) |
Healthcare & HCIT | Revolver | 7.01% (L + 6.00%; 1.00% Floor) | 10/15/2027 | | (5,625 | ) | (6,082 | ) | |||||||||||
Honor HN Buyer, Inc(1) (2) |
Healthcare & HCIT | Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 10/15/2027 | 2,636,686 | 2,587,861 | 2,583,952 | |||||||||||||
Kindeva Drug Delivery L.P.(4) |
Healthcare & HCIT | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 05/01/2025 | 1,295,008 | 1,272,515 | 1,248,035 | |||||||||||||
Kindeva Drug Delivery L.P.(1) (2) (3) |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 05/01/2026 | 15,620,359 | 15,338,697 | 15,112,697 | |||||||||||||
Medbridge Holdings, LLC(4) |
Healthcare & HCIT | Revolver | 8.00% (L + 7.00%; 1.00% Floor) | 12/23/2026 | 458,742 | 436,939 | 458,742 | |||||||||||||
Medbridge Holdings, LLC(1) (2) |
Healthcare & HCIT | Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/23/2026 | 15,367,872 | 15,120,252 | 15,367,872 | |||||||||||||
Medical Management Resource Group, LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.76% (L + 5.75%) | 09/30/2027 | | (14,537 | ) | (19,776 | ) | |||||||||||
Medical Management Resource Group, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.76% (L + 5.75%) | 09/30/2026 | | (5,712 | ) | (7,119 | ) | |||||||||||
Medical Management Resource Group, LLC(2) |
Healthcare & HCIT | Term Loan | 6.76% (L + 5.75%) | 09/30/2027 | 3,840,962 | 3,770,344 | 3,754,540 | |||||||||||||
Medsuite Purchaser, LLC(4) (5) (11) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | | (11,192 | ) | (16,330 | ) | |||||||||||
Medsuite Purchaser, LLC(4) (5) (11) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | | (48,964 | ) | (71,442 | ) | |||||||||||
Medsuite Purchaser, LLC(4) (5) (11) |
Healthcare & HCIT | Revolver | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | | (9,329 | ) | (6,804 | ) | |||||||||||
Medsuite Purchaser, LLC(1) (2) (11) |
Healthcare & HCIT | Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | 4,818,765 | 4,752,691 | 4,770,577 | |||||||||||||
OMH-HealthEdge Holdings, LLC(4) (5) |
Healthcare & HCIT | Revolver | 7.50% (L + 6.00%; 1.00% Floor) | 10/24/2024 | | (5,352 | ) | (2,294 | ) | |||||||||||
OMH-HealthEdge Holdings, LLC(2) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.00%; 1.00% Floor) | 10/24/2025 | 2,138,092 | 2,100,554 | 2,127,401 | |||||||||||||
OMH-HealthEdge Holdings, LLC(2) |
Healthcare & HCIT | Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 10/24/2025 | 970,920 | 949,461 | 966,065 | |||||||||||||
OMH-HealthEdge Holdings, LLC(1) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.00%; 1.00% Floor) | 10/24/2025 | 3,689,834 | 3,636,121 | 3,671,385 | |||||||||||||
Pace Health Companies, LLC(4) (5) |
Healthcare & HCIT | Revolver | 5.51% (L + 4.50%; 1.00% Floor) | 08/02/2024 | | (3,004 | ) | | ||||||||||||
Pace Health Companies, LLC(1) |
Healthcare & HCIT | Term Loan | 5.51% (L + 4.50%; 1.00% Floor) | 08/02/2024 | 5,140,906 | 5,114,317 | 5,140,906 | |||||||||||||
PAW Midco, Inc. |
Healthcare & HCIT | Term Loan | 11.50% (11.50% PIK) | 12/22/2031 | 4,185,307 | 4,066,999 | 4,070,211 | |||||||||||||
Pinnacle Dermatology Management, LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/08/2028 | | (18,377 | ) | (26,885 | ) | |||||||||||
Pinnacle Dermatology Management, LLC(4) (12) |
Healthcare & HCIT | Revolver | 5.01% (L + 4.00%; 0.75% Floor) | 12/08/2026 | 138,265 | 125,001 | 123,478 | |||||||||||||
Pinnacle Dermatology Management, LLC(1) (2) (3) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/08/2028 | 5,376,956 | 5,247,898 | 5,242,532 | |||||||||||||
Pinnacle Treatment Centers, Inc.(2) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | 346,272 | 344,366 | 346,272 | |||||||||||||
Pinnacle Treatment Centers, Inc.(4) (5) |
Healthcare & HCIT | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | | (1,663 | ) | | ||||||||||||
Pinnacle Treatment Centers, Inc.(2) (3) |
Healthcare & HCIT | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | 4,117,588 | 4,106,968 | 4,117,588 | |||||||||||||
Platinum Dermatology Partners, LLC(13) |
Healthcare & HCIT | Delayed Draw Term Loan | 8.26% (L + 6.25%; 1.00% PIK; 1.00% Floor) | 01/03/2023 | 1,554,847 | 1,532,222 | 1,547,072 | |||||||||||||
Platinum Dermatology Partners, LLC(1) |
Healthcare & HCIT | Delayed Draw Term Loan | 9.75% (P + 5.25%; 1.00% PIK; 2.00% Floor) | 01/03/2023 | 2,139,111 | 2,116,226 | 2,128,416 | |||||||||||||
Platinum Dermatology Partners, LLC(14) |
Healthcare & HCIT | Revolver | 9.75% (P + 5.25%; 1.00% PIK; 2.00% Floor) | 01/03/2023 | 550,451 | 542,120 | 547,699 | |||||||||||||
Platinum Dermatology Partners, LLC(1) |
Healthcare & HCIT | Term Loan | 8.25% (L + 6.25%; 1.00% PIK; 1.00% Floor) | 01/03/2023 | 3,443,986 | 3,410,170 | 3,426,766 | |||||||||||||
RCP Encore Acquisition, Inc.(15) |
Healthcare & HCIT | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 06/09/2025 | 3,459,179 | 3,408,361 | 864,795 | |||||||||||||
Redwood Family Care Network, |
Healthcare & HCIT | Delayed Draw Term Loan | 7.00% (L + 5.50%; 1.00% Floor) | 06/18/2026 | 3,377,194 | 3,298,841 | 3,303,925 |
See Notes to Unaudited Consolidated Financial Statements
11
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Redwood Family Care Network, |
Healthcare & HCIT | Revolver | 7.00% (L + 5.50%; 1.00% Floor) | 06/18/2026 | $ | | $ | (9,977 | ) | $ | (7,359 | ) | ||||||||
Redwood Family Care Network, Inc.(3) |
Healthcare & HCIT | Term Loan | 7.00% (L + 5.50%; 1.00% Floor) | 06/18/2026 | 6,719,331 | 6,605,451 | 6,635,339 | |||||||||||||
Salisbury House, LLC(4) |
Healthcare & HCIT | Revolver | 7.50% (P + 4.00%; 2.00% Floor) | 08/30/2025 | 119,558 | 111,743 | 108,349 | |||||||||||||
Salisbury House, LLC(1) |
Healthcare & HCIT | Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 08/30/2025 | 1,145,779 | 1,130,613 | 1,117,135 | |||||||||||||
Salisbury House, LLC(1) (2) |
Healthcare & HCIT | Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 08/30/2025 | 3,934,410 | 3,858,804 | 3,836,049 | |||||||||||||
SCA Buyer, LLC(4) |
Healthcare & HCIT | Revolver | 7.01% (L + 6.00%; 1.00% Floor) | 01/20/2026 | 257,540 | 250,128 | 254,320 | |||||||||||||
SCA Buyer, LLC(2) |
Healthcare & HCIT | Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 01/20/2026 | 3,824,463 | 3,778,952 | 3,805,341 | |||||||||||||
SIS Purchaser, Inc.(4) (5) |
Healthcare & HCIT | Revolver | 7.50% (L + 6.00%; 1.50% Floor) | 10/15/2026 | | (15,523 | ) | (14,574 | ) | |||||||||||
SIS Purchaser, Inc.(2) |
Healthcare & HCIT | Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 10/15/2026 | 2,424,214 | 2,387,024 | 2,393,911 | |||||||||||||
SIS Purchaser, Inc.(1) (2) (3) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.00%; 1.50% Floor) | 10/15/2026 | 12,665,138 | 12,491,289 | 12,506,824 | |||||||||||||
Smile Brands, Inc.(3) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.25% (L + 4.50%; 0.75% Floor) | 10/12/2025 | 487,856 | 485,735 | 484,197 | |||||||||||||
Smile Brands, Inc.(4) |
Healthcare & HCIT | Revolver | 7.00% (P + 3.50%; 1.75% Floor) | 10/12/2025 | 9,266 | 8,464 | 7,355 | |||||||||||||
Smile Brands, Inc.(1) |
Healthcare & HCIT | Term Loan | 5.25% (L + 4.50%; 0.75% Floor) | 10/12/2025 | 1,602,733 | 1,595,338 | 1,590,712 | |||||||||||||
Spark DSO LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 04/19/2026 | | (8,913 | ) | (9,215 | ) | |||||||||||
Spark DSO LLC(4) (5) |
Healthcare & HCIT | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 04/19/2026 | | (16,041 | ) | (16,587 | ) | |||||||||||
Spark DSO LLC(1) (2) (3) |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 04/19/2026 | 8,108,905 | 7,991,237 | 7,987,272 | |||||||||||||
Taconic Biosciences, Inc.(2) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 02/01/2026 | 4,703,046 | 4,624,934 | 4,679,530 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (S + 5.75%; 1.00% Floor) | 08/15/2025 | 487,304 | 472,548 | 465,549 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (S + 5.75%; 1.00% Floor) | 08/15/2025 | | (14,961 | ) | (17,098 | ) | |||||||||||
The Center for Orthopedic and Research Excellence, Inc.(1) (2) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (S + 5.75%; 1.00% Floor) | 08/15/2025 | 1,150,297 | 1,144,761 | 1,130,167 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(4) (16) |
Healthcare & HCIT | Revolver | 8.50% (P + 5.00%; 2.00% Floor) | 08/15/2025 | 414,319 | 407,323 | 402,235 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(1) (3) |
Healthcare & HCIT | Term Loan | 6.75% (S + 5.75%; 1.00% Floor) | 08/15/2025 | 4,881,198 | 4,828,970 | 4,795,777 | |||||||||||||
Vardiman Black Holdings, LLC(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 8.50% (S + 8.00%; 0.50% Floor) | 03/18/2027 | 139,161 | 123,098 | 123,673 | |||||||||||||
Vardiman Black Holdings, LLC(2) |
Healthcare & HCIT | Term Loan | 8.50% (S + 8.00%; 0.50% Floor) | 03/18/2027 | 2,534,401 | 2,509,215 | 2,509,057 | |||||||||||||
Activ Software Holdings, LLC(4) (5) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 05/04/2027 | | (11,084 | ) | (3,244 | ) | |||||||||||
Activ Software Holdings, LLC(1) (2) (3) |
Software & Tech Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 05/04/2027 | 8,050,123 | 7,912,601 | 8,009,872 | |||||||||||||
AMI US Holdings, Inc.(4) |
Software & Tech Services | Revolver | 5.48% (L + 5.25%) | 04/01/2024 | 437,842 | 428,539 | 437,842 | |||||||||||||
AMI US Holdings, Inc.(1) |
Software & Tech Services | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 04/01/2025 | 8,069,428 | 7,979,706 | 8,069,428 | |||||||||||||
Arrowstream Acquisition Co., Inc.(3) (4) |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (S + 6.00%; 1.00% Floor) | 12/15/2025 | 604,235 | 580,796 | 604,235 | |||||||||||||
Arrowstream Acquisition Co., Inc.(4) (5) |
Software & Tech Services | Revolver | 7.00% (S + 6.00%; 1.00% Floor) | 12/15/2025 | | (5,760 | ) | | ||||||||||||
Arrowstream Acquisition Co., Inc.(3) |
Software & Tech Services | Term Loan | 7.00% (S + 6.00%; 1.00% Floor) | 12/15/2025 | 3,863,094 | 3,805,679 | 3,863,094 | |||||||||||||
Avetta, LLC(4) (5) |
Software & Tech Services | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | | (3,392 | ) | (1,236 | ) | |||||||||||
Avetta, LLC(1) (3) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | 3,212,031 | 3,171,616 | 3,204,001 | |||||||||||||
Avetta, LLC(2) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | 6,819,748 | 6,718,176 | 6,802,699 | |||||||||||||
Avetta, LLC(1) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | 4,228,725 | 4,189,793 | 4,218,153 | |||||||||||||
Brightly Software Holdings, Inc.(3) (17) |
Software & Tech Services | Term Loan | 7.26% (L + 6.25%; 1.00% Floor) | 06/13/2025 | 3,844,006 | 3,772,977 | 3,815,176 | |||||||||||||
Brightly Software Holdings, Inc.(3) (17) |
Software & Tech Services | Term Loan | 7.26% (L + 6.25%; 1.00% Floor) | 06/13/2025 | 528,743 | 518,635 | 524,778 | |||||||||||||
Brightspot Buyer, Inc(4) (5) |
Software & Tech Services | Revolver | 6.76% (L + 5.75%; 0.75% Floor) | 11/16/2027 | | (12,785 | ) | (11,905 | ) | |||||||||||
Brightspot Buyer, Inc(2) |
Software & Tech Services | Term Loan | 6.76% (L + 5.75%; 0.75% Floor) | 11/16/2027 | 5,215,571 | 5,117,553 | 5,124,299 | |||||||||||||
BusinesSolver.com, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/01/2027 | | (9,425 | ) | (24,836 | ) | |||||||||||
BusinesSolver.com, Inc.(2) (3) |
Software & Tech Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/01/2027 | 7,379,963 | 7,309,936 | 7,287,713 | |||||||||||||
Community Brands Parentco, LLC(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (S + 5.75%; 0.75% Floor) | 02/24/2028 | | (8,210 | ) | (8,344 | ) | |||||||||||
Community Brands Parentco, LLC(4) (5) |
Software & Tech Services | Revolver | 6.50% (S + 5.75%; 0.75% Floor) | 02/24/2028 | | (8,211 | ) | (8,344 | ) | |||||||||||
Community Brands Parentco, LLC(1) (2) |
Software & Tech Services | Term Loan | 6.50% (S + 5.75%; 0.75% Floor) | 02/24/2028 | 7,092,529 | 6,952,615 | 6,950,678 | |||||||||||||
Cybergrants Holdings, LLC(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 7.25% (L + 6.50%; 0.75% Floor) | 09/08/2027 | | (24,237 | ) | (25,645 | ) | |||||||||||
Cybergrants Holdings, LLC(4) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 0.75% Floor) | 09/08/2027 | 806,226 | 790,522 | 788,949 | |||||||||||||
Cybergrants Holdings, LLC(1) (2) (3) |
Software & Tech Services | Term Loan | 7.25% (L + 6.50%; 0.75% Floor) | 09/08/2027 | 14,922,552 | 14,716,218 | 14,698,714 | |||||||||||||
Datacor, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 5.75% (S + 4.75%; 1.00% Floor) | 12/29/2025 | | (26,300 | ) | (12,726 | ) | |||||||||||
Datacor, Inc.(4) (5) |
Software & Tech Services | Revolver | 5.75% (S + 4.75%; 1.00% Floor) | 12/29/2025 | | (9,642 | ) | (3,219 | ) | |||||||||||
Datacor, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 7.25% (S + 6.25%; 1.00% Floor) | 12/29/2025 | 13,841,011 | 13,579,723 | 13,771,806 |
See Notes to Unaudited Consolidated Financial Statements
12
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Degreed, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | $ | | $ | (5,288 | ) | $ | (6,957 | ) | ||||||||
Degreed, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | | (2,015 | ) | (4,178 | ) | |||||||||||
Degreed, Inc.(2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | 2,782,788 | 2,761,138 | 2,754,960 | |||||||||||||
Degreed, Inc.(1) (3) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | 5,153,024 | 5,102,953 | 5,101,494 | |||||||||||||
Dispatch Track, LLC(4) (5) |
Software & Tech Services | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 03/27/2026 | | (2,492 | ) | | ||||||||||||
Dispatch Track, LLC(1) (2) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 03/25/2028 | 9,849,936 | 9,750,482 | 9,849,936 | |||||||||||||
Drilling Info Holdings, Inc.(1) |
Software & Tech Services | Term Loan | 4.71% (L + 4.25%) | 07/30/2025 | 3,317,927 | 3,309,937 | 3,293,042 | |||||||||||||
EET Buyer, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 11/08/2027 | | (12,933 | ) | (15,543 | ) | |||||||||||
EET Buyer, Inc.(2) (3) |
Software & Tech Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 11/08/2027 | 6,907,937 | 6,778,603 | 6,752,508 | |||||||||||||
EnterpriseDB Corporation(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | | (11,366 | ) | (7,597 | ) | |||||||||||
EnterpriseDB Corporation(1) (2) |
Software & Tech Services | Term Loan | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | 6,320,423 | 6,204,573 | 6,273,020 | |||||||||||||
EnterpriseDB Corporation(1) (3) |
Software & Tech Services | Term Loan | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | 4,595,184 | 4,523,357 | 4,560,720 | |||||||||||||
EnterpriseDB Corporation(1) (2) (3) |
Software & Tech Services | Term Loan | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | 8,019,378 | 7,934,931 | 7,959,232 | |||||||||||||
Exterro, Inc.(4) (5) |
Software & Tech Services | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 05/31/2024 | | (1,826 | ) | | ||||||||||||
Exterro, Inc.(1) (2) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 05/31/2024 | 5,809,123 | 5,737,435 | 5,809,123 | |||||||||||||
Exterro, Inc.(2) (3) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 05/31/2024 | 6,237,900 | 6,157,541 | 6,237,900 | |||||||||||||
Exterro, Inc.(1) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 05/31/2024 | 2,793,450 | 2,772,039 | 2,793,450 | |||||||||||||
Faithlife, LLC(1) (2) (4) |
Software & Tech Services | Delayed Draw Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 09/18/2025 | 1,692,920 | 1,650,744 | 1,692,920 | |||||||||||||
Faithlife, LLC(4) (5) |
Software & Tech Services | Revolver | 6.51% (L + 5.50%; 1.00% Floor) | 09/18/2025 | | (3,891 | ) | | ||||||||||||
Faithlife, LLC(1) (2) |
Software & Tech Services | Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 09/18/2025 | 727,021 | 716,845 | 727,021 | |||||||||||||
Genesis Acquisition Co.(3) |
Software & Tech Services | Revolver | 5.01% (L + 4.00%) | 07/31/2024 | 202,400 | 200,776 | 197,340 | |||||||||||||
Genesis Acquisition Co.(1) (2) |
Software & Tech Services | Term Loan | 5.01% (L + 4.00%) | 07/31/2024 | 1,371,417 | 1,359,913 | 1,337,131 | |||||||||||||
Greenhouse Software, Inc.(4) (5) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 03/01/2027 | | (22,884 | ) | (9,242 | ) | |||||||||||
Greenhouse Software, Inc.(2) (3) |
Software & Tech Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 03/01/2027 | 12,376,845 | 12,145,160 | 12,284,018 | |||||||||||||
GS AcquisitionCo, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 7.25% (L + 5.75%; 1.00% Floor) | 05/22/2026 | | (3,063 | ) | (13,441 | ) | |||||||||||
GS AcquisitionCo, Inc.(4) |
Software & Tech Services | Revolver | 7.25% (L + 5.75%; 1.00% Floor) | 05/22/2026 | 388,193 | 385,285 | 379,059 | |||||||||||||
GS AcquisitionCo, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 7.25% (L + 5.75%; 1.00% Floor) | 05/22/2026 | 8,686,202 | 8,641,458 | 8,512,478 | |||||||||||||
Iodine Software, LLC(2) (3) |
Software & Tech Services | Delayed Draw Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 05/19/2027 | 9,035,605 | 8,879,662 | 9,035,605 | |||||||||||||
Iodine Software, LLC(4) (5) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 05/19/2027 | | (21,120 | ) | | ||||||||||||
Iodine Software, LLC(1) (2) |
Software & Tech Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 05/19/2027 | 5,998,525 | 5,895,313 | 5,998,525 | |||||||||||||
Kaseya, Inc.(4) |
Software & Tech Services | Delayed Draw Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 310,128 | 301,267 | 310,128 | |||||||||||||
Kaseya, Inc.(2) |
Software & Tech Services | Delayed Draw Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 555,315 | 551,894 | 555,315 | |||||||||||||
Kaseya, Inc.(2) |
Software & Tech Services | Delayed Draw Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 486,682 | 486,682 | 486,682 | |||||||||||||
Kaseya, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 05/02/2025 | | (2,009 | ) | | ||||||||||||
Kaseya, Inc.(1) (2) |
Software & Tech Services | Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 1,270,136 | 1,251,350 | 1,270,136 | |||||||||||||
Kaseya, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 5,257,467 | 5,226,822 | 5,257,467 | |||||||||||||
Mavenlink, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 6.00%; 0.75% Floor) | 06/03/2027 | | (33,790 | ) | (35,796 | ) | |||||||||||
Mavenlink, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 6.75% (L + 6.00%; 0.75% Floor) | 06/03/2027 | 15,034,451 | 14,750,618 | 14,733,762 | |||||||||||||
Moon Buyer, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 5.76% (L + 4.75%; 1.00% Floor) | 04/21/2027 | | (28,830 | ) | | ||||||||||||
Moon Buyer, Inc.(4) (5) |
Software & Tech Services | Revolver | 5.76% (L + 4.75%; 1.00% Floor) | 04/21/2027 | | (14,793 | ) | | ||||||||||||
Moon Buyer, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 5.76% (L + 4.75%; 1.00% Floor) | 04/21/2027 | 6,352,855 | 6,272,101 | 6,352,855 | |||||||||||||
Mykaarma Acquisition LLC(4) (5) |
Software & Tech Services | Revolver | 7.37% (S + 6.25%; 1.00% Floor) | 03/21/2028 | | (11,807 | ) | (11,864 | ) | |||||||||||
Mykaarma Acquisition LLC(2) (3) |
Software & Tech Services | Term Loan | 7.37% (S + 6.25%; 1.00% Floor) | 03/21/2028 | 5,932,148 | 5,813,980 | 5,813,505 | |||||||||||||
Navigate360, LLC(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.00% (S + 5.00%; 1.00% Floor) | 03/17/2027 | | (17,982 | ) | (18,127 | ) | |||||||||||
Navigate360, LLC(4) (5) |
Software & Tech Services | Revolver | 6.00% (S + 5.00%; 1.00% Floor) | 03/17/2027 | | (11,988 | ) | (12,085 | ) | |||||||||||
Navigate360, LLC(3) |
Software & Tech Services | Term Loan | 6.00% (S + 5.00%; 1.00% Floor) | 03/17/2027 | 4,229,646 | 4,145,648 | 4,145,053 | |||||||||||||
Netwrix Corporation And Concept Searching Inc.(2) |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 495,896 | 488,388 | 495,896 | |||||||||||||
Netwrix Corporation And Concept Searching Inc.(1) |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 991,792 | 975,176 | 991,792 | |||||||||||||
Netwrix Corporation And Concept Searching Inc. |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 2,177,217 | 2,146,475 | 2,177,217 | |||||||||||||
Netwrix Corporation And Concept Searching Inc.(4) (5) |
Software & Tech Services | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | | (3,372 | ) | | ||||||||||||
Netwrix Corporation And Concept Searching Inc.(1) |
Software & Tech Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 1,644,691 | 1,611,270 | 1,644,691 | |||||||||||||
Netwrix Corporation And Concept Searching Inc.(2) |
Software & Tech Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 6,635,647 | 6,513,413 | 6,635,647 | |||||||||||||
PerimeterX, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | | (16,785 | ) | (16,131 | ) |
See Notes to Unaudited Consolidated Financial Statements
13
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
PerimeterX, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | $ | | $ | (5,631 | ) | $ | (10,482 | ) | ||||||||
PerimeterX, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | | (2,039 | ) | (4,193 | ) | |||||||||||
PerimeterX, Inc.(3) |
Software & Tech Services | Term Loan | 6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | 2,853,189 | 2,829,945 | 2,810,391 | |||||||||||||
Ranger Buyer, Inc.(4) |
Software & Tech Services | Revolver | 7.00% (L + 6.25%; 0.75% Floor) | 11/18/2027 | 239,847 | 217,256 | 239,847 | |||||||||||||
Ranger Buyer, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 7.00% (L + 6.25%; 0.75% Floor) | 11/18/2028 | 14,390,790 | 14,114,877 | 14,390,790 | |||||||||||||
Sauce Labs, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 08/16/2027 | | (17,297 | ) | (14,420 | ) | |||||||||||
Sauce Labs, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 08/16/2027 | | (23,074 | ) | (22,432 | ) | |||||||||||
Sauce Labs, Inc.(2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 08/16/2027 | 5,127,286 | 5,033,551 | 5,037,558 | |||||||||||||
SecureLink, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 10/01/2025 | | (4,625 | ) | 4,395 | ||||||||||||
SecureLink, Inc.(1) (2) |
Software & Tech Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 10/01/2025 | 2,931,021 | 2,896,000 | 2,960,331 | |||||||||||||
SecureLink, Inc.(1) |
Software & Tech Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 10/01/2025 | 4,861,121 | 4,807,561 | 4,909,733 | |||||||||||||
Sirsi Corporation(4) (5) |
Software & Tech Services | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 03/15/2024 | | (3,435 | ) | (2,769 | ) | |||||||||||
Sirsi Corporation(1) (2) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 03/15/2024 | 7,049,970 | 7,003,520 | 7,014,720 | |||||||||||||
Smartlinx Solutions, LLC(4) |
Software & Tech Services | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 03/04/2026 | 155,845 | 152,408 | 151,949 | |||||||||||||
Smartlinx Solutions, LLC(1) (2) (3) |
Software & Tech Services | Term Loan | 7.01% (L + 6.00%; 1.00% Floor) | 03/04/2026 | 5,663,671 | 5,588,103 | 5,621,194 | |||||||||||||
Streamsets, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 5.00%; 0.75% PIK; 1.00% Floor) | 11/25/2024 | | (6,240 | ) | 7,010 | ||||||||||||
Streamsets, Inc.(3) |
Software & Tech Services | Term Loan | 6.75% (L + 5.00%; 0.75% PIK; 1.00% Floor) | 11/25/2024 | 2,124,760 | 2,085,814 | 2,167,256 | |||||||||||||
SugarCRM, Inc.(4) (5) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 07/31/2024 | | (2,179 | ) | (3,102 | ) | |||||||||||
SugarCRM, Inc.(1) (3) |
Software & Tech Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 07/31/2024 | 4,268,824 | 4,232,219 | 4,226,136 | |||||||||||||
Sundance Group Holdings, Inc(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 07/02/2027 | | (31,195 | ) | (53,209 | ) | |||||||||||
Sundance Group Holdings, Inc(4) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 07/02/2027 | 331,077 | 306,105 | 306,246 | |||||||||||||
Sundance Group Holdings, Inc(2) (3) |
Software & Tech Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 07/02/2027 | 11,824,177 | 11,616,080 | 11,617,254 | |||||||||||||
Swiftpage, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 06/13/2023 | | (1,100 | ) | (5,633 | ) | |||||||||||
Swiftpage, Inc.(2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/13/2023 | 2,439,756 | 2,428,772 | 2,378,762 | |||||||||||||
Swiftpage, Inc.(2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/13/2023 | 224,574 | 223,141 | 218,959 | |||||||||||||
Sysnet North America, Inc.(3) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 12/01/2026 | 1,287,698 | 1,269,039 | 1,287,698 | |||||||||||||
Sysnet North America, Inc.(1) (2) (3) |
Software & Tech Services | Term Loan | 6.51% (L + 5.50%; 1.00% Floor) | 12/01/2026 | 7,648,829 | 7,561,979 | 7,648,829 | |||||||||||||
Telcor Buyer, Inc.(4) (5) |
Software & Tech Services | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 08/20/2027 | | (3,932 | ) | (4,362 | ) | |||||||||||
Telcor Buyer, Inc.(1) (2) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 08/20/2027 | 9,304,625 | 9,178,787 | 9,165,056 | |||||||||||||
Telesoft Holdings, LLC(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 12/16/2025 | | (8,389 | ) | | ||||||||||||
Telesoft Holdings, LLC(2) (3) |
Software & Tech Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/16/2025 | 5,849,291 | 5,765,224 | 5,849,291 | |||||||||||||
TRGRP, Inc.(4) (5) |
Software & Tech Services | Revolver | 8.01% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | | (2,130 | ) | | ||||||||||||
TRGRP, Inc.(2) |
Software & Tech Services | Term Loan | 8.01% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | 2,342,548 | 2,301,606 | 2,342,548 | |||||||||||||
TRGRP, Inc.(1) |
Software & Tech Services | Term Loan | 8.01% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | 1,115,169 | 1,106,895 | 1,115,169 | |||||||||||||
TRGRP, Inc.(2) (3) |
Software & Tech Services | Term Loan | 8.01% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | 4,991,858 | 4,957,335 | 4,991,858 | |||||||||||||
Ungerboeck Systems International, LLC(3) |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 04/30/2027 | 690,794 | 690,794 | 690,794 | |||||||||||||
Ungerboeck Systems International, LLC(1) |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (L + 5.75%; 1.00% Floor) | 04/30/2027 | 322,391 | 318,215 | 322,391 | |||||||||||||
Ungerboeck Systems International, LLC(4) (5) |
Software & Tech Services | Revolver | 7.00% (L + 5.75%; 1.00% Floor) | 04/30/2027 | | (2,059 | ) | | ||||||||||||
Ungerboeck Systems International, LLC(2) (3) |
Software & Tech Services | Term Loan | 7.00% (L + 5.75%; 1.00% Floor) | 04/30/2027 | 2,717,277 | 2,686,299 | 2,717,277 | |||||||||||||
Vectra AI, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 03/18/2026 | | (23,115 | ) | (32,004 | ) | |||||||||||
Vectra AI, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 03/18/2026 | | (4,623 | ) | (6,401 | ) | |||||||||||
Vectra AI, Inc.(2) (3) |
Software & Tech Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 03/18/2026 | 3,258,620 | 3,192,640 | 3,169,008 | |||||||||||||
Velocity Purchaser Corporation(4) (5) |
Software & Tech Services | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | | (532 | ) | | ||||||||||||
Velocity Purchaser Corporation(1) |
Software & Tech Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | 642,640 | 640,259 | 642,640 | |||||||||||||
Velocity Purchaser Corporation(1) (2) |
Software & Tech Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | 5,103,176 | 5,066,874 | 5,103,176 | |||||||||||||
Velocity Purchaser Corporation(1) |
Software & Tech Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | 2,583,437 | 2,575,691 | 2,583,437 | |||||||||||||
Veracross LLC(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 8.50% (L + 2.00%; 5.50% PIK; 1.00% Floor) | 12/28/2027 | | (15,993 | ) | (16,688 | ) | |||||||||||
Veracross LLC(4) (5) |
Software & Tech Services | Revolver | 8.50% (L + 2.00%; 5.50% PIK; 1.00% Floor) | 12/28/2027 | | (21,328 | ) | (22,251 | ) | |||||||||||
Veracross LLC(3) |
Software & Tech Services | Term Loan | 8.50% (L + 2.00%; 5.50% PIK; 1.00% Floor) | 12/28/2027 | 12,411,972 | 12,173,945 | 12,163,732 |
See Notes to Unaudited Consolidated Financial Statements
14
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Dillon Logistics, Inc.(4) (15) |
Transport & Logistics | Revolver | 9.50% (P + 6.00%; 1.00% Floor) | 12/11/2023 | $ | 789,270 | $ | 751,711 | $ | 167,182 | ||||||||||
Dillon Logistics, Inc.(15) |
Transport & Logistics | Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/11/2023 | 3,061,113 | 2,745,474 | 738,340 | |||||||||||||
Dillon Logistics, Inc.(15) |
Transport & Logistics | Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/11/2023 | 900,307 | 788,991 | 217,154 | |||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S.1st Lien/Senior Secured Debt |
890,806,925 | 887,221,666 | ||||||||||||||||||
2nd Lien/Junior Secured Debt2.91% |
| |||||||||||||||||||
Conterra Ultra Broadband Holdings, Inc.(1) (2) |
Digital Infrastructure & Services | Term Loan | 9.50% (L + 8.50%; 1.00% Floor) | 04/30/2027 | 6,537,710 | 6,467,850 | 6,537,710 | |||||||||||||
Brave Parent Holdings, Inc.(1) |
Software & Tech Services | Term Loan | 7.96% (L + 7.50%) | 04/17/2026 | 1,230,107 | 1,213,519 | 1,230,107 | |||||||||||||
Symplr Software, Inc.(1) (2) |
Software & Tech Services | Term Loan | 8.625% (S + 7.875%; 0.75% Floor) | 12/22/2028 | 3,130,634 | 3,078,550 | 3,099,328 | |||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. 2nd Lien/Junior Secured Debt |
10,759,919 | 10,867,145 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Corporate Debt |
901,566,844 | 898,088,811 | ||||||||||||||||||
Canadian Corporate Debt4.87% |
| |||||||||||||||||||
1st Lien/Senior Secured Debt4.87% |
| |||||||||||||||||||
McNairn Holdings Ltd.(1) (18) |
Business Services | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | 788,841 | 783,401 | 741,511 | |||||||||||||
Syntax Systems Ltd(1) (2) (18) |
Digital Infrastructure & Services | Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 10/29/2028 | 8,840,177 | 8,756,518 | 8,751,775 | |||||||||||||
Syntax Systems Ltd(4) (18) |
Digital Infrastructure & Services | Revolver | 6.25% (L + 5.50%; 0.75% Floor) | 10/29/2026 | 542,650 | 533,716 | 532,914 | |||||||||||||
Syntax Systems Ltd(4) (5) (18) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 10/29/2028 | | (22,924 | ) | (24,342 | ) | |||||||||||
Banneker V Acquisition, Inc.(2) (3) (18) |
Software & Tech Services | Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/04/2025 | 7,159,563 | 7,043,706 | 7,159,563 | |||||||||||||
Banneker V Acquisition, Inc.(4) (5) (18) |
Software & Tech Services | Revolver | 8.00% (L + 7.00%; 1.00% Floor) | 12/04/2025 | | (3,841 | ) | | ||||||||||||
Banneker V Acquisition, Inc.(2) (18) |
Software & Tech Services | Delayed Draw Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/04/2025 | 1,032,012 | 1,016,703 | 1,032,012 | |||||||||||||
|
|
|
|
|||||||||||||||||
Total Canadian 1st Lien/Senior Secured Debt |
18,107,279 | 18,193,433 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Total Canadian Corporate Debt |
18,107,279 | 18,193,433 | ||||||||||||||||||
United Kingdom Corporate Debt2.02% |
| |||||||||||||||||||
1st Lien/Senior Secured Debt2.02% |
| |||||||||||||||||||
GlobalWebIndex Inc.(3) (4) |
Software & Tech Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/30/2024 | 1,841,860 | 1,816,375 | 1,915,534 | |||||||||||||
GlobalWebIndex Inc.(2) (3) |
Software & Tech Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/30/2024 | 5,525,580 | 5,374,425 | 5,636,092 | |||||||||||||
|
|
|
|
|||||||||||||||||
Total United Kingdom 1st Lien/Senior Secured Debt |
7,190,800 | 7,551,626 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Total United Kingdom Corporate Debt |
7,190,800 | 7,551,626 |
Portfolio Company |
Class/Series |
Industry |
Shares | Cost | Fair Value | |||||||||||||||
U.S. Preferred Stock4.18% |
||||||||||||||||||||
Global Radar Holdings, LLC(19) (20) |
LLC Units | Business Services | 125 | $ | 367,615 | $ | 542,786 | |||||||||||||
Bowline Topco LLC(20) (21) |
LLC Units | Energy | 2,946,390 | 2,002,277 | 3,824,381 | |||||||||||||||
SBS Ultimate Holdings, LP(20) |
Class A | Healthcare & HCIT | 217,710 | 861,878 | 661,837 | |||||||||||||||
Concerto Health AI Solutions, LLC(20) (22) |
Series B-1 | Software & Tech Services | 65,614 | 349,977 | 444,484 | |||||||||||||||
Streamsets, Inc.(20) |
Series C-1 | Software & Tech Services | 109,518 | 295,512 | 912,285 | |||||||||||||||
Alphasense, Inc.(18) (20) |
Series C | Software & Tech Services | 23,961 | 369,843 | 358,020 | |||||||||||||||
Datarobot, Inc.(20) |
Series E | Software & Tech Services | 38,190 | 289,278 | 515,413 | |||||||||||||||
Datarobot, Inc.(20) |
Series F | Software & Tech Services | 6,715 | 88,248 | 108,006 | |||||||||||||||
Degreed, Inc.(20) |
Series C-1 | Software & Tech Services | 43,819 | 278,541 | 606,754 | |||||||||||||||
Degreed, Inc.(20) |
Series D | Software & Tech Services | 16,943 | 278,308 | 278,308 | |||||||||||||||
Heap, Inc.(20) |
Series C | Software & Tech Services | 189,617 | 696,351 | 1,334,495 | |||||||||||||||
Heap, Inc.(20) |
Series D | Software & Tech Services | 17,425 | 147,443 | 147,449 | |||||||||||||||
Mcafee(20) (23) (24) |
Class A | Software & Tech Services | 821,396 | 821,396 | 835,432 | |||||||||||||||
Netskope, Inc.(20) |
Series G | Software & Tech Services | 36,144 | 302,536 | 398,391 | |||||||||||||||
PerimeterX, Inc.(20) |
Series D | Software & Tech Services | 282,034 | 838,601 | 844,258 |
See Notes to Unaudited Consolidated Financial Statements
15
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Class/Series |
Industry |
Shares | Cost | Fair Value | |||||||||||||||
Phenom People, Inc.(20) |
Series C | Software & Tech Services | 35,055 | $ | 220,610 | $ | 528,066 | |||||||||||||
Protoscale Rubrik, LLC(20) |
Class B | Software & Tech Services | 25,397 | 598,212 | 638,049 | |||||||||||||||
Swyft Parent Holdings LP(25) |
LP Interests | Software & Tech Services | 850,470 | 811,438 | 807,946 | |||||||||||||||
Symplr Software Intermediate Holdings, Inc.(20) |
Series A | Software & Tech Services | 1,196 | 1,160,532 | 1,737,384 | |||||||||||||||
Vectra AI, Inc(20) |
Series F | Software & Tech Services | 17,064 | 131,095 | 118,707 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Preferred Stock |
10,909,691 | 15,642,451 | ||||||||||||||||||
U.S. Common Stock2.50% | ||||||||||||||||||||
Leeds FEG Investors, LLC(20) |
Class A | Consumer Discretionary | 320 | $ | 321,309 | $ | 236,969 | |||||||||||||
Pacific Bells, LLC(20) (26) |
LP Interests | Consumer Non-Cyclical | 802,902 | 802,902 | 798,764 | |||||||||||||||
Freddys Frozen Custard, LLC(20) (27) |
LP Interests | Consumer Non-Cyclical | 72,483 | 72,483 | 112,017 | |||||||||||||||
Nestle Waters North America, |
LP Interests | Consumer Non-Cyclical | 341,592 | 98,394 | 98,394 | |||||||||||||||
8x8, Inc.(18) (20) (29) |
Common Units | Digital Infrastructure & Services | 7,886 | 170,890 | 99,285 | |||||||||||||||
Avant Communications, LLC(20) (30) |
Class A | Digital Infrastructure & Services | 220,542 | 220,542 | 226,648 | |||||||||||||||
Avant Communications, LLC.(20) (30) |
Class A Capital | Digital Infrastructure & Services | 220,542 | | | |||||||||||||||
MSP Global Holdings, Inc(20) |
Class A | Digital Infrastructure & Services | 333,937 | 333,937 | 333,937 | |||||||||||||||
NEPCORE Parent Holdings, LLC(20) |
Class A | Digital Infrastructure & Services | 82 | 81,530 | 84,236 | |||||||||||||||
Neutral Connect, LLC(20) (31) |
LLC Units | Digital Infrastructure & Services | 396,513 | 439,931 | 408,583 | |||||||||||||||
Thrive Parent, LLC(20) |
Class L | Digital Infrastructure & Services | 100,219 | 263,195 | 342,293 | |||||||||||||||
Agape Care Group(20) (32) |
LP Interests | Healthcare & HCIT | 590,203 | 590,203 | 625,565 | |||||||||||||||
Community Based Care Holdings, LP(20) |
LP Interests | Healthcare & HCIT | 161 | 160,506 | 160,510 | |||||||||||||||
Health Platform Group, Inc(20) |
Earn Out | Healthcare & HCIT | 16,502 | | | |||||||||||||||
Healthcare Services Acquisition(18) (20) |
Class B | Healthcare & HCIT | 15,183 | 46 | 46 | |||||||||||||||
Healthcare Services Acquisition(18) (20) (29) |
Class A | Healthcare & HCIT | 28,158 | 281,580 | 279,933 | |||||||||||||||
INH Group Holdings, Inc.(20) |
Class A | Healthcare & HCIT | 484,552 | 484,552 | 386,206 | |||||||||||||||
Medical Management Resource Group, LLC(20) (33) |
Class B | Healthcare & HCIT | 34,492 | 34,492 | 35,235 | |||||||||||||||
nThrive(20) |
LP Interests | Healthcare & HCIT | 812,734 | 812,734 | 812,734 | |||||||||||||||
Redwood Family Care Network, Inc.(20) |
Class A | Healthcare & HCIT | 66 | 66,000 | 71,735 | |||||||||||||||
REP AOM Holdings, LLC(20) (34) |
Class A | Healthcare & HCIT | 290,393 | 290,393 | 290,393 | |||||||||||||||
American Safety Holdings Corp.(20) (35) |
LP Interests | Software & Tech Services | 167,509 | 190,658 | 274,465 | |||||||||||||||
Brightspot Holdco, LLC(20) |
LLC Units | Software & Tech Services | 433,207 | 433,207 | 433,454 | |||||||||||||||
EnterpriseDB Corporation(20) (24) (36) |
LLC Units | Software & Tech Services | 417,813 | 417,813 | 1,363,718 | |||||||||||||||
Moon Topco L.P.(20) |
Class A | Software & Tech Services | 36 | 35,999 | 51,830 | |||||||||||||||
Mykaarma Acquisition LLC(20) |
Class A | Software & Tech Services | 257,031 | 257,031 | 257,031 | |||||||||||||||
Ranger Lexipol Holdings, LLC(20) (24) |
Class A | Software & Tech Services | 433 | 433,207 | 434,369 | |||||||||||||||
Ranger Lexipol Holdings, LLC(20) (24) |
Class B | Software & Tech Services | 433 | | 2,235 | |||||||||||||||
Samsara Networks, Inc.(18) (20) (29) |
Class A | Software & Tech Services | 33,451 | 369,998 | 535,885 | |||||||||||||||
Stripe, Inc.(20) |
Class B | Software & Tech Services | 4,158 | 166,854 | 155,301 | |||||||||||||||
Swyft Parent Holdings LP(20) (25) |
LP Interests | Software & Tech Services | 4,485 | | | |||||||||||||||
Omni Logistics, LLC(37) |
LP Interests | Transport & Logistics | 193,770 | 193,770 | 432,481 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Common Stock |
8,024,156 | 9,344,252 | ||||||||||||||||||
Canadian Common Stock0.07% | ||||||||||||||||||||
Auvik Topco Holdings, Inc(18) (20) (24) (38) |
LP Interests | Software & Tech Services | 244,920 | 244,920 | 244,920 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total Canadian Common Stock |
244,920 | 244,920 |
See Notes to Unaudited Consolidated Financial Statements
16
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
Portfolio Company |
Class/Series | Industry | Shares | Cost | Fair Value | |||||||||||||||||||||||
U.S. Warrants0.18% |
| |||||||||||||||||||||||||||
Healthcare Services Acquisition, expire 12/31/2027(18) (20) |
Class B | Healthcare & HCIT | 14,079 | $ | | $ | | |||||||||||||||||||||
Healthcare Services Acquisition, expire 12/31/2027(18) (20) (29) |
Class A | Healthcare & HCIT | 23,721 | 23,721 | 8,065 | |||||||||||||||||||||||
SBS Ultimate Holdings, LP, expire 09/18/2030(20) |
Class A | Healthcare & HCIT | 17,419 | | | |||||||||||||||||||||||
Alphasense, Inc., expire 05/29/2027(18) (20) |
Series B | Software & Tech Services | 40,394 | 35,185 | 202,008 | |||||||||||||||||||||||
Degreed, Inc., expire 04/11/2028(20) |
Series D | Software & Tech Services | 7,624 | | 39,694 | |||||||||||||||||||||||
Degreed, Inc., expire 05/31/2026(20) |
Series C -1 | Software & Tech Services | 26,294 | 46,823 | 215,954 | |||||||||||||||||||||||
PerimeterX, Inc., expire 12/31/2031(20) |
Series D | Software & Tech Services | 10,850 | 7,595 | 7,077 | |||||||||||||||||||||||
Streamsets, Inc., expire 11/25/2027(20) |
Series C-1 | Software & Tech Services | 23,382 | 16,367 | 131,641 | |||||||||||||||||||||||
Vectra AI, Inc., expire 03/18/2031(20) |
Series F | Software & Tech Services | 35,156 | 58,190 | 86,702 | |||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
Total U.S. Warrants |
187,881 | 691,141 | ||||||||||||||||||||||||||
United Kingdom Warrants0.11% |
||||||||||||||||||||||||||||
GlobalWebIndex, Inc., expire 12/30/2027(20) |
Preferred Units | Software & Tech Services | 8,832 | 159,859 | 429,270 | |||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
Total United Kingdom Warrants |
159,859 | 429,270 | ||||||||||||||||||||||||||
TOTAL INVESTMENTS254.20%(39) |
|
$ | 946,391,430 | $ | 950,185,904 | |||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
Cash Equivalents7.37% |
||||||||||||||||||||||||||||
U.S. Investment Companies7.37% |
||||||||||||||||||||||||||||
Blackrock T Fund I(29) (40) |
Money Market | Money Market Portfolio | 0.02% (41) | 27,552,318 | $ | 27,552,318 | $ | 27,552,318 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
Total U.S. Investment Companies |
27,552,318 | 27,552,318 | ||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
Total Cash Equivalents |
27,552,318 | 27,552,318 | ||||||||||||||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS(161.57%) |
|
$ | (603,947,352 | ) | ||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
NET ASSETS100.00% |
|
$ | 373,790,870 | |||||||||||||||||||||||||
|
|
+ | As of March 31, 2022, qualifying assets represented 97.34% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. |
* | Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of Financial Accounting Standards Boards Accounting Standards Codification 820 fair value hierarchy. |
# | Percentages are based on net assets. |
^ | Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (LIBOR), Secured Overnight Financing Rate including adjustment, if any (SOFR) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR and SOFR loans are typically indexed to 30-day, 60-day, 90-day or 180-day rates (1M, 3M or 6M, respectively) at the borrowers option. LIBOR and SOFR loans may be subject to interest floors. As of March 31, 2022, rates for weekly 1M L, 3M L 6M L, 1M S, 3M S and 6M S are 0.45%, 0.96%, 1.47%, 0.16%, 0.09% and 0.07%, respectively. As of March 31, 2022, the U.S. Prime rate was 3.50%. |
(1) | Position, or a portion thereof, has been segregated to collateralize ABPCI Direct Lending Fund CLO VI Ltd. |
(2) | Position, or a portion thereof, has been segregated to collateralize ABPCIC Funding III, LLC. |
(3) | Position, or a portion thereof, has been segregated to collateralize ABPCIC Funding II, LLC. |
(4) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 Commitments and Contingencies. |
(5) | The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan. |
(6) | Saturn Borrower Inc. has been renamed to Stratus Networks, Inc. in 2022. |
(7) | $30,725 of the funded par amount accrues interest at 7.75% (P + 4.25%; 2.00% Floor). |
(8) | $128 of the funded par amount accrues interest at 7.75% (P + 4.25%; 2.00% Floor). |
(9) | MedMark Services, Inc. has been renamed to BAART Programs, Inc. in 2022. |
(10) | $86,381 of the funded par amount accrues interest at 6.50% (L + 5.50%; 1.00% Floor). |
(11) | Millin Purchaser LLC. has been renamed to Medsuite Purchaser, LLC in 2022. |
(12) | $30,725 of the funded par amount accrues interest at 6.50% (P + 3.00%; 2.00% Floor). |
(13) | $320,384 of the funded par amount accrues interest at 9.50% (P + 5.25%; 1.00% PIK; 2.00% Floor). |
(14) | $137,298 of the funded par amount accrues interest at 8.25% (L + 6.25%; 1.00% PIK; 1.00% Floor). |
(15) | The investment is on non-accrual status. See Note 2 Significant Accounting Policies. |
(16) | $172,633 of the funded par amount accrues interest at 7.49% (L + 5.75%; 1.00% Floor). |
(17) | Dude Solutions Holdings, Inc. has been renamed to Brightly Software Holdings, Inc. in 2022. |
(18) | Positions considered non-qualified assets therefore excluded from the qualifying assets calculation as noted in footnote + above. |
(19) | Position or portion thereof is held by Global Radar Acquisition Holdings, LLC which is held by ABPCIC Global Radar LLC, an affiliate of the Fund. |
(20) | Non-income producing investment. |
(21) | Bowline Topco LLC is held through ABPCIC BE Holdings, LLC, an affiliate of the Fund. |
(22) | Concerto Health AI Solutions, LLC is held through ABPCIC Concerto Holdings LLC, an affiliate of the Fund. |
(23) | Position or portion thereof is held by Magenta Blocker Aggregator LP, which is held by ABPCIC Equity Holdings, LLC. |
See Notes to Unaudited Consolidated Financial Statements
17
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of March 31, 2022 (continued)
(Unaudited)
(24) | Excluded from the ASC 820 fair value hierarchy as fair value is measured using the net asset value per share practical expedient. |
(25) | Position or portion thereof is held by ABPCIC Swyft Holdings LLC, an affiliate of the Fund, which is held by ABPCIC Equity Holdings, LLC. |
(26) | Position or portion thereof is held by Orangewood WWB Co-Invest, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(27) | Position or portion thereof is held by Freddys Acquisition, LP. |
(28) | Position or portion thereof is held by ORCP III Triton Co-Investors, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(29) | Categorized as Level 1 assets under the definition of ASC 820 fair value hierarchy. |
(30) | Position or portion thereof is held by Pamlico Avant Holdings L.P. which is held by ABPCIC Avant, LLC, an affiliate of the Fund. |
(31) | Neutral Connect, LLC is held through ABPCIC NC Holdings LLC, an affiliate of the Fund. |
(32) | Position or portion thereof is held by REP Coinvest III AGP Blocker, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(33) | Medical Management Resource Group, LLC is held through Advantage AVP Parent Holdings, L.P. |
(34) | Position or portion thereof is held by ABPCIC AOM LLC, an affiliate of the Fund. |
(35) | Position or portion thereof is held by REP Coinvest III Tec, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(36) | Position or portion thereof is held by GHP E Aggregator, LLC. |
(37) | Position or portion thereof is held by REP Coinvest III-A Omni, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(38) | Position or portion thereof is held by GHP SPV-2, L.P., which is held by ABPCIC Equity Holdings, LLC. |
(39) | Aggregate gross unrealized appreciation for federal income tax purposes is $13,692,581; aggregate gross unrealized depreciation for federal income tax purposes is $9,898,107. Net unrealized appreciation is $3,794,474 based upon a tax cost basis of $946,391,430. |
(40) | Included within Cash and cash equivalents on the Consolidated Statements of Assets and Liabilities. |
(41) | The rate shown is the annualized seven-day yield as of March 31, 2022. |
L | - | LIBOR | ||
P | - | Prime | ||
PIK | - | Payment-In-Kind | ||
S | - | SOFR |
See Notes to Unaudited Consolidated Financial Statements
18
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Investments at Fair Value257.77% + * # ^ | ||||||||||||||||||||
U.S. Corporate Debt244.00% | ||||||||||||||||||||
1st Lien/Senior Secured Debt240.92% | ||||||||||||||||||||
AmerCareRoyal, LLC(1) |
Business Services | Delayed Draw Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | $ | 526,726 | $ | 522,476 | $ | 492,489 | ||||||||||
AmerCareRoyal, LLC(2) |
Business Services | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | 542,157 | 537,783 | 506,917 | |||||||||||||
AmerCareRoyal, LLC(1) |
Business Services | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | 4,369,977 | 4,340,035 | 4,085,928 | |||||||||||||
BEP Borrower Holdco, LLC(2) (3) |
Business Services | Delayed Draw Term Loan | 5.25% (L + 4.25%; 1.00% Floor) | 06/12/2024 | 1,272,200 | 1,260,728 | 1,272,200 | |||||||||||||
BEP Borrower Holdco, LLC(4) (5) |
Business Services | Revolver | 5.25% (L + 4.25%; 1.00% Floor) | 06/12/2024 | | (3,190 | ) | | ||||||||||||
BEP Borrower Holdco, LLC(1) |
Business Services | Term Loan | 5.25% (L + 4.25%; 1.00% Floor) | 06/12/2024 | 3,392,534 | 3,365,460 | 3,392,534 | |||||||||||||
Engage2Excel, Inc.(1) (4) |
Business Services | Revolver | 9.00% (L + 6.00%; 2.00% PIK; 1.00% Floor) | 03/07/2023 | 373,874 | 371,898 | 370,041 | |||||||||||||
Engage2Excel, Inc.(1) |
Business Services | Term Loan | 9.00% (L + 6.00%; 2.00% PIK; 1.00% Floor) | 03/07/2023 | 1,037,292 | 1,030,411 | 1,026,919 | |||||||||||||
Engage2Excel, Inc.(1) |
Business Services | Term Loan | 9.00% (L + 6.00%; 2.00% PIK; 1.00% Floor) | 03/07/2023 | 2,989,244 | 2,972,409 | 2,959,351 | |||||||||||||
Global Radar Holdings, LLC(4) (5) |
Business Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 12/31/2025 | | (1,874 | ) | | ||||||||||||
Global Radar Holdings, LLC(2) (3) |
Business Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 12/31/2025 | 7,494,115 | 7,370,436 | 7,494,115 | |||||||||||||
Metametrics, Inc.(4) |
Business Services | Revolver | 6.00% (L + 5.00%; 1.00% Floor) | 09/10/2025 | 260,473 | 252,392 | 260,473 | |||||||||||||
Metametrics, Inc.(1) (2) |
Business Services | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 09/10/2025 | 4,731,059 | 4,668,040 | 4,731,059 | |||||||||||||
MSM Acquisitions, Inc.(4) (5) |
Business Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/09/2026 | | (14,764 | ) | | ||||||||||||
MSM Acquisitions, Inc.(2) |
Business Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/09/2026 | 3,035,769 | 2,982,201 | 3,020,590 | |||||||||||||
MSM Acquisitions, Inc.(4) |
Business Services | Revolver | 8.25% (P + 5.00%; 2.00% Floor) | 12/09/2026 | 113,317 | 93,015 | 107,191 | |||||||||||||
MSM Acquisitions, Inc.(1) (2) (3) |
Business Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/09/2026 | 8,295,612 | 8,164,830 | 8,254,134 | |||||||||||||
Rep Tec Intermediate Holdings, |
Business Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 12/01/2027 | | (12,973 | ) | | ||||||||||||
Rep Tec Intermediate Holdings, |
Business Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 12/01/2027 | 14,386,927 | 14,150,969 | 14,386,927 | |||||||||||||
Valcourt Holdings II, LLC(1) (4) |
Business Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 01/07/2027 | 629,494 | 604,560 | 629,494 | |||||||||||||
Valcourt Holdings II, LLC(2) |
Business Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 01/07/2027 | 2,668,148 | 2,620,810 | 2,668,148 | |||||||||||||
Valcourt Holdings II, LLC(1) (2) |
Business Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 01/07/2027 | 6,343,167 | 6,233,173 | 6,343,167 | |||||||||||||
AEG Holding Company, Inc.(1) |
Consumer Discretionary | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/20/2023 | 1,056,538 | 1,049,248 | 1,056,538 | |||||||||||||
AEG Holding Company, Inc.(4) (5) |
Consumer Discretionary | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 11/20/2023 | | (8,444 | ) | | ||||||||||||
AEG Holding Company, Inc.(3) |
Consumer Discretionary | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/20/2023 | 1,838,542 | 1,821,998 | 1,838,542 | |||||||||||||
AEG Holding Company, Inc.(1) |
Consumer Discretionary | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/20/2023 | 5,710,726 | 5,669,850 | 5,710,726 | |||||||||||||
Ampler QSR Holdings, LLC(2) (3) |
Consumer Non-Cyclical | Term Loan | 6.88% (L + 5.88%; 1.00% Floor) | 07/21/2027 | 12,471,832 | 12,240,157 | 12,284,755 | |||||||||||||
Blink Holdings, Inc.(1) |
Consumer Non-Cyclical | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/08/2024 | 1,178,697 | 1,171,653 | 1,046,094 | |||||||||||||
Blink Holdings, Inc. |
Consumer Non-Cyclical | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/08/2024 | 945,093 | 944,188 | 838,770 | |||||||||||||
Blink Holdings, Inc.(1) |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/08/2024 | 1,647,736 | 1,637,867 | 1,462,365 | |||||||||||||
Captain Ds, Inc.(4) (5) |
Consumer Non-Cyclical | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 12/15/2023 | | (713 | ) | | ||||||||||||
Captain Ds, Inc.(1) |
Consumer Non-Cyclical | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 12/15/2023 | 1,929,660 | 1,922,514 | 1,929,660 | |||||||||||||
Freddys Frozen Custard, |
Consumer Non-Cyclical | Revolver | 6.00% (L + 5.00%; 1.00% Floor) | 03/03/2027 | | (4,461 | ) | | ||||||||||||
Freddys Frozen Custard, |
Consumer Non-Cyclical | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 03/03/2027 | 4,908,524 | 4,855,157 | 4,908,524 | |||||||||||||
Krispy Krunchy Foods, L.L.C(4) (5) |
Consumer Non-Cyclical | Revolver | 5.75% (L + 4.75%; 1.00% Floor) | 11/17/2027 | | (19,108 | ) | (19,498 | ) | |||||||||||
Krispy Krunchy Foods, L.L.C(2) (3) |
Consumer Non-Cyclical | Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 11/17/2027 | 11,698,611 | 11,469,309 | 11,464,639 | |||||||||||||
Mathnasium LLC(4) |
Consumer Non-Cyclical | Revolver | 5.75% (L + 5.00%; 0.75% Floor) | 11/15/2027 | 87,043 | 74,259 | 73,987 | |||||||||||||
Mathnasium LLC(1) (2) |
Consumer Non-Cyclical | Term Loan | 5.75% (L + 5.00%; 0.75% Floor) | 11/15/2027 | 5,440,202 | 5,333,666 | 5,331,398 | |||||||||||||
PF Growth Partners, LLC |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 07/11/2025 | 118,340 | 114,494 | 114,494 | |||||||||||||
PF Growth Partners, LLC |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 07/11/2025 | 239,084 | 231,313 | 231,313 | |||||||||||||
PF Growth Partners, LLC(1) |
Consumer Non-Cyclical | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 07/11/2025 | 1,991,362 | 1,978,641 | 1,926,643 | |||||||||||||
TBG Food Acquisition Corp(4) (5) |
Consumer Non-Cyclical | Delayed Draw Term Loan | 5.00% (L + 4.25%; 0.75% Floor) | 12/25/2027 | | (10,528 | ) | (10,561 | ) | |||||||||||
TBG Food Acquisition Corp(4) (5) |
Consumer Non-Cyclical | Revolver | 5.00% (L + 4.25%; 0.75% Floor) | 12/25/2027 | | (2,632 | ) | (2,640 | ) | |||||||||||
TBG Food Acquisition Corp(1) (2) |
Consumer Non-Cyclical | Term Loan | 5.00% (L + 4.25%; 0.75% Floor) | 12/25/2027 | 6,600,651 | 6,534,791 | 6,534,645 | |||||||||||||
5 Bars, LLC(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 09/27/2024 | | (28,548 | ) | | ||||||||||||
5 Bars, LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 09/27/2024 | | (5,353 | ) | | ||||||||||||
5 Bars, LLC(3) |
Digital Infrastructure & Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 09/27/2024 | 4,742,121 | 4,700,796 | 4,742,121 | |||||||||||||
Avant Communications, LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 11/30/2026 | | (11,145 | ) | (11,338 | ) | |||||||||||
Avant Communications, LLC(1) (2) |
Digital Infrastructure & Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 11/30/2026 | 5,102,189 | 5,001,883 | 5,000,145 | |||||||||||||
Bridgepointe Technologies, |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2027 | | (38,875 | ) | (77,749 | ) | |||||||||||
Bridgepointe Technologies, |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2027 | | (27,795 | ) | (55,591 | ) | |||||||||||
Bridgepointe Technologies, |
Digital Infrastructure & Services | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2027 | | (15,550 | ) | (15,550 | ) | |||||||||||
Bridgepointe Technologies, |
Digital Infrastructure & Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2027 | 4,789,366 | 4,693,578 | 4,693,578 | |||||||||||||
Coretelligent Intermediate |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 10/21/2027 | | | | |||||||||||||
Coretelligent Intermediate |
Digital Infrastructure & Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 10/21/2027 | | (18,391 | ) | (18,996 | ) | |||||||||||
Coretelligent Intermediate |
Digital Infrastructure & Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 10/21/2027 | 8,029,110 | 7,912,508 | 7,908,673 | |||||||||||||
EvolveIP, LLC |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/07/2025 | 112,240 | 111,547 | 111,679 |
See Notes to Unaudited Consolidated Financial Statements
19
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
EvolveIP, LLC(4) |
Digital Infrastructure & Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 06/07/2025 | $ | 56,687 | $ | 53,206 | $ | 53,852 | ||||||||||
EvolveIP, LLC(1) |
Digital Infrastructure & Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/07/2025 | 6,500,813 | 6,458,027 | 6,468,309 | |||||||||||||
Fatbeam, LLC(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | | (30,181 | ) | (64,385 | ) | |||||||||||
Fatbeam, LLC(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | | (30,181 | ) | (64,385 | ) | |||||||||||
Fatbeam, LLC(4) |
Digital Infrastructure & Services | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | 257,540 | 245,467 | 231,786 | |||||||||||||
Fatbeam, LLC(2) (3) |
Digital Infrastructure & Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 02/22/2026 | 6,438,490 | 6,316,842 | 6,180,951 | |||||||||||||
Firstdigital Communications LLC(4) (5) |
Digital Infrastructure & Services | Revolver | 5.00% (L + 4.25%; 0.75% Floor) | 12/17/2026 | | (31,481 | ) | (31,735 | ) | |||||||||||
Firstdigital Communications LLC(2) (3) |
Digital Infrastructure & Services | Term Loan | 5.00% (L + 4.25%; 0.75% Floor) | 12/17/2026 | 13,645,840 | 13,375,102 | 13,372,924 | |||||||||||||
Fuze, Inc.(2) (3) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 9.675% (L + 5.625%; 2.30% PIK; 1.75% Floor) | 09/20/2024 | 2,249,398 | 1,882,144 | 2,606,495 | |||||||||||||
Fuze, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 9.675% (L + 5.625%; 2.30% PIK; 1.75% Floor) | 09/20/2024 | | (3,038 | ) | 29,436 | ||||||||||||
Fuze, Inc.(1) (3) |
Digital Infrastructure & Services | Term Loan | 9.675% (L + 5.625%; 2.30% PIK; 1.75% Floor) | 09/20/2024 | 9,593,090 | 9,562,149 | 11,289,986 | |||||||||||||
MBS Holdings, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 04/16/2027 | | (17,253 | ) | (4,871 | ) | |||||||||||
MBS Holdings, Inc.(1) (2) (3) |
Digital Infrastructure & Services | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 04/16/2027 | 10,468,423 | 10,283,024 | 10,416,080 | |||||||||||||
NI Topco, Inc(4) |
Digital Infrastructure & Services | Revolver | 4.35% (L + 4.25%) | 12/28/2026 | 244,622 | 226,764 | 226,764 | |||||||||||||
NI Topco, Inc(2) (3) |
Digital Infrastructure & Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/28/2028 | 6,689,537 | 6,539,022 | 6,539,022 | |||||||||||||
Saturn Borrower Inc(4) (5) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 12/15/2027 | | (39,305 | ) | (79,208 | ) | |||||||||||
Saturn Borrower Inc(4) |
Digital Infrastructure & Services | Revolver | 6.25% (L + 5.25%; 1.00% Floor) | 12/15/2027 | 244,224 | 224,571 | 224,422 | |||||||||||||
Saturn Borrower Inc(2) |
Digital Infrastructure & Services | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 12/15/2027 | 7,920,781 | 7,762,366 | 7,762,366 | |||||||||||||
Single Digits, Inc.(2) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/21/2023 | 601,500 | 599,101 | 595,485 | |||||||||||||
Single Digits, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 12/21/2023 | | (1,656 | ) | (4,161 | ) | |||||||||||
Single Digits, Inc.(1) |
Digital Infrastructure & Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/21/2023 | 3,229,305 | 3,214,249 | 3,197,012 | |||||||||||||
Thrive Buyer, Inc.(1) (2) (4) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 01/22/2027 | 4,699,600 | 4,543,576 | 4,678,788 | |||||||||||||
Thrive Buyer, Inc.(4) (5) |
Digital Infrastructure & Services | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 01/22/2027 | | (19,914 | ) | (2,774 | ) | |||||||||||
Thrive Buyer, Inc.(1) (2) (3) |
Digital Infrastructure & Services | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 01/22/2027 | 11,885,159 | 11,678,026 | 11,855,446 | |||||||||||||
Towerco IV Holdings, LLC(1) (2) (4) |
Digital Infrastructure & Services | Delayed Draw Term Loan | 6.63% (L + 5.63%; 1.00% Floor) | 04/23/2026 | 13,200,903 | 13,015,634 | 13,035,063 | |||||||||||||
Transtelco Holding, Inc.(2) |
Digital Infrastructure & Services | Term Loan | 6.25% (L + 5.75%; 0.50% Floor) | 03/26/2026 | 4,756,166 | 4,708,605 | 4,708,605 | |||||||||||||
Transtelco Holding, Inc.(1) (2) (3) |
Digital Infrastructure & Services | Term Loan | 6.25% (L + 5.75%; 0.50% Floor) | 03/26/2026 | 4,756,166 | 4,708,605 | 4,708,605 | |||||||||||||
Accelerate Resources Operating, LLC(4) (5) |
Energy | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 02/24/2026 | | (5,804 | ) | | ||||||||||||
Accelerate Resources Operating, LLC(1) |
Energy | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 02/24/2026 | 4,233,665 | 4,174,582 | 4,233,665 | |||||||||||||
Bowline Energy, LLC(1) |
Energy | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 08/09/2025 | 3,501,384 | 3,463,180 | 3,501,384 | |||||||||||||
Foundation Risk Partners, Corp.(4) |
Financials | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 10/29/2028 | 1,221,250 | 1,208,400 | 1,205,221 | |||||||||||||
Foundation Risk Partners, Corp.(4) (5) |
Financials | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 10/29/2027 | | (12,430 | ) | (12,976 | ) | |||||||||||
Foundation Risk Partners, |
Financials | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 10/29/2028 | 9,831,060 | 9,712,835 | 9,708,172 | |||||||||||||
Galway Borrower, LLC(4) (5) |
Financials | Delayed Draw Term Loan | 6.00% (L + 5.25%; 0.75% Floor) | 09/29/2028 | | (5,470 | ) | (5,679 | ) | |||||||||||
Galway Borrower, LLC(4) (5) |
Financials | Revolver | 6.00% (L + 5.25%; 0.75% Floor) | 09/30/2027 | | (5,186 | ) | (5,408 | ) | |||||||||||
Galway Borrower, LLC(1) (2) |
Financials | Term Loan | 6.00% (L + 5.25%; 0.75% Floor) | 09/29/2028 | 3,762,793 | 3,694,870 | 3,687,538 | |||||||||||||
Higginbotham Insurance Agency, |
Financials | Delayed Draw Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 11/25/2026 | 408,722 | 392,084 | 389,995 | |||||||||||||
Higginbotham Insurance Agency, |
Financials | Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 11/25/2026 | 8,124,520 | 8,025,805 | 8,043,274 | |||||||||||||
Purchasing Power, LLC(1) |
Financials | Term Loan | 7.75% (L + 6.75%; 1.00% Floor) | 02/06/2024 | 2,143,137 | 2,124,747 | 2,137,779 | |||||||||||||
TA/WEG Holdings, LLC(4) |
Financials | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 10/04/2027 | 3,369,460 | 3,349,421 | 3,369,460 | |||||||||||||
TA/WEG Holdings, LLC(4) |
Financials | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 10/04/2027 | 146,272 | 144,546 | 146,272 | |||||||||||||
AAH Topco, LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 12/22/2027 | | (80,707 | ) | (162,172 | ) | |||||||||||
AAH Topco, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.25% (L + 5.50%; 0.75% Floor) | 12/22/2027 | | (15,672 | ) | (7,873 | ) | |||||||||||
AAH Topco, LLC(1) (2) (3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 12/22/2027 | 7,651,890 | 7,499,432 | 7,498,853 | |||||||||||||
American Physician Partners, |
Healthcare & HCIT | Delayed Draw Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 02/22/2022 | 968,734 | 968,067 | 968,734 | |||||||||||||
American Physician Partners, LLC(4) |
Healthcare & HCIT | Revolver | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 02/22/2022 | 346,322 | 346,034 | 346,322 |
See Notes to Unaudited Consolidated Financial Statements
20
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
American Physician Partners, LLC(2) |
Healthcare & HCIT | Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 02/22/2022 | $ | 1,110,657 | $ | 1,110,051 | $ | 1,110,657 | ||||||||||
American Physician Partners, LLC(1) |
Healthcare & HCIT | Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 02/22/2022 | 5,135,852 | 5,132,311 | 5,135,852 | |||||||||||||
American Physician Partners, LLC(1) (2) |
Healthcare & HCIT | Term Loan | 9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor) | 02/22/2022 | 2,061,589 | 2,046,516 | 2,061,589 | |||||||||||||
Analogic Corporation(4) |
Healthcare & HCIT | Revolver | 6.25% (L + 5.25%; 1.00% Floor) | 06/22/2023 | 122,222 | 121,007 | 115,271 | |||||||||||||
Analogic Corporation(1) (3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 06/24/2024 | 2,096,111 | 2,077,718 | 2,027,987 | |||||||||||||
Caregiver 2, Inc.(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 1,302,812 | 1,273,771 | 1,275,272 | |||||||||||||
Caregiver 2, Inc.(3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 677,662 | 667,618 | 665,803 | |||||||||||||
Caregiver 2, Inc.(3) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 4,721,319 | 4,651,344 | 4,638,696 | |||||||||||||
Caregiver 2, Inc.(2) |
Healthcare & HCIT | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 07/24/2025 | 646,610 | 635,095 | 635,294 | |||||||||||||
Choice Health At Home, |
Healthcare & HCIT | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/29/2026 | | (17,314 | ) | (34,628 | ) | |||||||||||
Choice Health At Home, |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/29/2026 | 2,697,942 | 2,657,473 | 2,657,473 | |||||||||||||
Coding Solutions Acquisition, Inc.(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 12/31/2026 | | (20,474 | ) | (18,330 | ) | |||||||||||
Coding Solutions Acquisition, Inc.(4) |
Healthcare & HCIT | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 12/31/2025 | 69,828 | 67,954 | 68,955 | |||||||||||||
Coding Solutions Acquisition, Inc.(2) (3) |
Healthcare & HCIT | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 12/31/2026 | 7,834,654 | 7,701,591 | 7,775,894 | |||||||||||||
Community Based Care Acquisition, Inc.(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 09/16/2027 | 305,358 | 284,793 | 305,358 | |||||||||||||
Community Based Care Acquisition, Inc.(4) (6) |
Healthcare & HCIT | Revolver | 7.75% (P + 4.50%; 2.00% Floor) | 09/16/2027 | 475,097 | 458,641 | 468,619 | |||||||||||||
Community Based Care Acquisition, Inc.(1) (2) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 09/16/2027 | 5,342,252 | 5,237,300 | 5,302,185 | |||||||||||||
Delaware Valley Management Holdings, Inc.(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 03/21/2024 | | (21,173 | ) | (121,182 | ) | |||||||||||
Delaware Valley Management Holdings, Inc. |
Healthcare & HCIT | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 03/21/2024 | 537,691 | 532,717 | 475,856 | |||||||||||||
Delaware Valley Management Holdings, Inc. |
Healthcare & HCIT | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 03/21/2024 | 3,492,300 | 3,458,909 | 3,090,686 | |||||||||||||
Ethos Veterinary Health, LLC(1) |
Healthcare & HCIT | Delayed Draw Term Loan | 4.85% (L + 4.75%) | 05/15/2026 | 1,067,934 | 1,060,499 | 1,067,934 | |||||||||||||
Ethos Veterinary Health, LLC(1) |
Healthcare & HCIT | Term Loan | 4.85% (L + 4.75%) | 05/15/2026 | 2,268,405 | 2,252,839 | 2,268,405 | |||||||||||||
FH MD Buyer, Inc.(1) (2) |
Healthcare & HCIT | Term Loan | 5.75% (L + 5.00%; 0.75% Floor) | 07/24/2028 | 5,520,754 | 5,466,660 | 5,479,349 | |||||||||||||
GHA Buyer, Inc.(2) |
Healthcare & HCIT | Delayed Draw Term Loan | 8.50% (L + 6.50%; 2.00% Floor) | 06/24/2025 | 811,193 | 798,999 | 811,193 | |||||||||||||
GHA Buyer, Inc.(4) |
Healthcare & HCIT | Revolver | 8.50% (L + 6.50%; 2.00% Floor) | 06/24/2025 | 317,026 | 306,311 | 317,026 | |||||||||||||
GHA Buyer, Inc.(1) |
Healthcare & HCIT | Term Loan | 8.50% (L + 6.50%; 2.00% Floor) | 06/24/2025 | 559,497 | 551,505 | 559,497 | |||||||||||||
GHA Buyer, Inc.(1) (3) |
Healthcare & HCIT | Term Loan | 8.50% (L + 6.50%; 2.00% Floor) | 06/24/2025 | 5,353,792 | 5,271,375 | 5,353,792 | |||||||||||||
GHA Buyer, Inc.(3) |
Healthcare & HCIT | Term Loan | 8.50% (L + 6.50%; 2.00% Floor) | 06/24/2025 | 4,635,391 | 4,561,173 | 4,635,391 | |||||||||||||
GHA Buyer, Inc.(1) |
Healthcare & HCIT | Term Loan | 8.50% (L + 6.50%; 2.00% Floor) | 06/24/2025 | 1,957,629 | 1,941,868 | 1,957,629 | |||||||||||||
Honor HN Buyer, Inc(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 10/15/2027 | | (16,022 | ) | (16,596 | ) | |||||||||||
Honor HN Buyer, Inc(4) (5) |
Healthcare & HCIT | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 10/15/2027 | | (6,082 | ) | (6,082 | ) | |||||||||||
Honor HN Buyer, Inc(1) (2) |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 10/15/2027 | 2,643,294 | 2,592,248 | 2,590,429 | |||||||||||||
Kindeva Drug Delivery L.P.(4) |
Healthcare & HCIT | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 05/01/2025 | 687,973 | 663,697 | 641,000 | |||||||||||||
Kindeva Drug Delivery |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 05/01/2026 | 15,660,091 | 15,362,567 | 15,151,138 | |||||||||||||
Medbridge Holdings, LLC(4) |
Healthcare & HCIT | Revolver | 8.00% (L + 7.00%; 1.00% Floor) | 12/23/2026 | 458,742 | 435,821 | 458,742 | |||||||||||||
Medbridge Holdings, LLC(1) (2) |
Healthcare & HCIT | Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/23/2026 | 15,367,872 | 15,108,285 | 15,367,872 | |||||||||||||
Medical Management Resource Group, LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 09/30/2027 | | (15,821 | ) | (11,866 | ) | |||||||||||
Medical Management Resource Group, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 09/30/2026 | | (6,015 | ) | (5,537 | ) | |||||||||||
Medical Management Resource Group, LLC(2) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 09/30/2027 | 3,850,613 | 3,776,760 | 3,783,227 | |||||||||||||
MedMark Services, Inc.(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 06/11/2027 | 2,175,411 | 2,106,921 | 2,105,126 | |||||||||||||
MedMark Services, Inc.(1) (2) |
Healthcare & HCIT | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 06/11/2027 | 4,436,254 | 4,395,637 | 4,391,892 | |||||||||||||
Millin Purchaser LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | | (11,782 | ) | (12,247 | ) | |||||||||||
Millin Purchaser LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | | (51,545 | ) | (53,582 | ) | |||||||||||
Millin Purchaser LLC(4) (5) |
Healthcare & HCIT | Revolver | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | | (9,819 | ) | (10,206 | ) | |||||||||||
Millin Purchaser LLC(1) (2) |
Healthcare & HCIT | Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 10/22/2026 | 4,830,842 | 4,761,124 | 4,758,379 | |||||||||||||
OMH-HealthEdge Holdings, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 10/24/2024 | | (5,861 | ) | (2,294 | ) | |||||||||||
OMH-HealthEdge Holdings, LLC(2) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 10/24/2025 | 2,143,505 | 2,103,337 | 2,132,787 | |||||||||||||
OMH-HealthEdge Holdings, LLC(1) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 10/24/2025 | 3,699,295 | 3,642,231 | 3,680,799 | |||||||||||||
Pace Health Companies, |
Healthcare & HCIT | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 08/02/2024 | | (3,316 | ) | | ||||||||||||
Pace Health Companies, |
Healthcare & HCIT | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 08/02/2024 | 5,304,701 | 5,274,593 | 5,304,701 | |||||||||||||
PAW Midco, Inc |
Healthcare & HCIT | Term Loan | 11.50% (11.50% PIK) | 12/22/2031 | 5,328,115 | 5,168,684 | 5,168,271 | |||||||||||||
Pinnacle Dermatology Management, LLC(4) (5) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/08/2028 | | (19,022 | ) | (38,407 | ) | |||||||||||
Pinnacle Dermatology Management, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 12/08/2026 | | (13,264 | ) | (6,721 | ) | |||||||||||
Pinnacle Dermatology Management, LLC(1) (2) (3) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/08/2028 | 5,376,956 | 5,243,342 | 5,242,532 | |||||||||||||
Pinnacle Treatment
Centers, |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | 347,151 | 345,134 | 347,151 | |||||||||||||
Pinnacle Treatment Centers, |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | | (1,225 | ) | | ||||||||||||
Pinnacle Treatment Centers, |
Healthcare & HCIT | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | | (1,808 | ) | | ||||||||||||
Pinnacle Treatment Centers, |
Healthcare & HCIT | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/31/2022 | 4,128,092 | 4,113,924 | 4,128,092 |
See Notes to Unaudited Consolidated Financial Statements
21
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Industry |
Facility Type |
Interest |
Maturity |
Funded Par Amount |
Cost | Fair Value | |||||||||||||
Platinum Dermatology Partners, LLC(7) |
Healthcare & HCIT | Delayed Draw Term Loan | 8.25% (L + 6.25%; 1.00% PIK; 1.00% Floor) | 01/03/2023 | $ | 1,554,536 | $ | 1,535,303 | $ | 1,511,786 | ||||||||||
Platinum Dermatology Partners, LLC(1) |
Healthcare & HCIT | Delayed Draw Term Loan | 9.50% (P + 5.25%; 1.00% PIK; 2.00% Floor) | 01/03/2023 | 2,138,823 | 2,115,584 | 2,080,006 | |||||||||||||
Platinum Dermatology Partners, LLC(8) |
Healthcare & HCIT | Revolver | 9.50% (P + 5.25%; 1.00% PIK; 2.00% Floor) | 01/03/2023 | 547,119 | 539,255 | 532,073 | |||||||||||||
Platinum Dermatology Partners, LLC(1) |
Healthcare & HCIT | Term Loan | 8.25% (L + 6.25%; 1.00% PIK; 1.00% Floor) | 01/03/2023 | 3,416,629 | 3,371,987 | 3,322,672 | |||||||||||||
RCP Encore Acquisition, Inc.(1) |
Healthcare & HCIT | Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 06/09/2025 | 3,468,095 | 3,446,550 | 1,387,238 | |||||||||||||
Redwood Family Care Network, Inc.(1) (4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/18/2026 | 3,385,701 | 3,302,759 | 3,371,026 | |||||||||||||
Redwood Family Care Network, Inc.(4) (5) |
Healthcare & HCIT | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 06/18/2026 | | (10,545 | ) | (1,472 | ) | |||||||||||
Redwood Family Care Network, Inc.(3) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/18/2026 | 6,736,256 | 6,615,591 | 6,719,416 | |||||||||||||
Salisbury House, LLC(4) (5) |
Healthcare & HCIT | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 08/30/2025 | | (8,365 | ) | (6,725 | ) | |||||||||||
Salisbury House, LLC(1) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 08/30/2025 | 1,148,658 | 1,132,381 | 1,131,428 | |||||||||||||
Salisbury House, LLC(1) (2) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 08/30/2025 | 3,934,410 | 3,853,666 | 3,875,393 | |||||||||||||
SCA Buyer, LLC(4) |
Healthcare & HCIT | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 01/20/2026 | 257,540 | 249,657 | 255,930 | |||||||||||||
SCA Buyer, LLC(2) |
Healthcare & HCIT | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 01/20/2026 | 3,834,121 | 3,785,598 | 3,834,121 | |||||||||||||
SIS Purchaser, Inc.(4) (5) |
Healthcare & HCIT | Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 10/15/2026 | | (16,352 | ) | | ||||||||||||
SIS Purchaser, Inc.(2) |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 10/15/2026 | 2,430,305 | 2,391,057 | 2,430,305 | |||||||||||||
SIS Purchaser, Inc.(1) (2) (3) |
Healthcare & HCIT | Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 10/15/2026 | 12,697,202 | 12,514,261 | 12,697,202 | |||||||||||||
Smile Brands, Inc.(3) |
Healthcare & HCIT | Delayed Draw Term Loan | 5.25% (L + 4.50%; 0.75% Floor) | 10/12/2025 | 487,856 | 485,531 | 482,977 | |||||||||||||
Smile Brands, Inc.(4) |
Healthcare & HCIT | Revolver | 6.75% (P + 3.50%; 1.75% Floor) | 10/12/2025 | 13,899 | 12,969 | 11,351 | |||||||||||||
Smile Brands, Inc.(1) |
Healthcare & HCIT | Term Loan | 5.25% (L + 4.50%; 0.75% Floor) | 10/12/2025 | 1,606,770 | 1,598,701 | 1,590,702 | |||||||||||||
Taconic Biosciences, Inc.(2) |
Healthcare & HCIT | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 02/01/2026 | 4,733,001 | 4,649,471 | 4,685,671 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(4) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 08/15/2025 | 299,344 | 285,084 | 294,993 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(1) (2) |
Healthcare & HCIT | Delayed Draw Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 08/15/2025 | 1,153,201 | 1,147,274 | 1,147,435 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(4) (9) |
Healthcare & HCIT | Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 08/15/2025 | 310,739 | 303,248 | 307,287 | |||||||||||||
The Center for Orthopedic and Research Excellence, Inc.(1) (3) |
Healthcare & HCIT | Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 08/15/2025 | 4,893,714 | 4,837,943 | 4,869,245 | |||||||||||||
Activ Software Holdings, |
Software & Tech Services | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 05/04/2027 | | (11,606 | ) | (3,244 | ) | |||||||||||
Activ Software Holdings, |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 05/04/2027 | 8,070,237 | 7,925,881 | 8,029,885 | |||||||||||||
Alphasense, Inc.(2) (10) |
Software & Tech Services | Delayed Draw Term Loan | 8.50% (L + 7.50%; 1.00% Floor) | 05/29/2024 | 645,972 | 640,161 | 642,742 | |||||||||||||
Alphasense, Inc.(4) (5) (10) |
Software & Tech Services | Revolver | 8.50% (L + 7.50%; 1.00% Floor) | 05/29/2024 | | (7,625 | ) | (4,362 | ) | |||||||||||
Alphasense, Inc.(3) (10) |
Software & Tech Services | Term Loan | 8.50% (L + 7.50%; 1.00% Floor) | 05/29/2024 | 7,269,628 | 7,206,103 | 7,233,279 | |||||||||||||
AMI US Holdings, Inc.(4) |
Software & Tech Services | Revolver | 5.35% (L + 5.25%) | 04/01/2024 | 437,842 | 427,443 | 437,842 | |||||||||||||
AMI US Holdings, Inc.(1) |
Software & Tech Services | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 04/01/2025 | 8,090,225 | 7,993,780 | 8,090,225 | |||||||||||||
Arrowstream Acquisition Co., Inc.(4) (5) |
Software & Tech Services | Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 12/15/2025 | | (6,138 | ) | (2,897 | ) | |||||||||||
Arrowstream Acquisition Co., Inc.(3) |
Software & Tech Services | Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 12/15/2025 | 3,863,094 | 3,801,878 | 3,834,121 | |||||||||||||
Avetta, LLC(4) (5) |
Software & Tech Services | Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | | (3,802 | ) | (1,236 | ) | |||||||||||
Avetta, LLC(1) (3) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | 3,220,374 | 3,175,362 | 3,212,323 | |||||||||||||
Avetta, LLC(2) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | 6,836,841 | 6,722,844 | 6,819,748 | |||||||||||||
Avetta, LLC(1) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 04/10/2024 | 4,239,624 | 4,196,267 | 4,229,025 | |||||||||||||
Brightspot Buyer, Inc(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 11/16/2027 | | (13,328 | ) | (13,606 | ) | |||||||||||
Brightspot Buyer, Inc(2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 11/16/2027 | 5,215,571 | 5,113,388 | 5,111,260 | |||||||||||||
BusinesSolver.com, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/01/2027 | | (9,824 | ) | (19,869 | ) | |||||||||||
BusinesSolver.com, Inc.(2) (3) |
Software & Tech Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 12/01/2027 | 7,379,963 | 7,306,983 | 7,306,163 | |||||||||||||
Cybergrants Holdings, LLC(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 7.25% (L + 6.50%; 0.75% Floor) | 09/08/2027 | | (8,195 | ) | (11,518 | ) | |||||||||||
Cybergrants Holdings, LLC(4) (5) |
Software & Tech Services | Revolver | 7.25% (L + 6.50%; 0.75% Floor) | 09/08/2027 | | (16,393 | ) | (11,518 | ) | |||||||||||
Cybergrants Holdings, LLC(1) (2) |
Software & Tech Services | Term Loan | 7.25% (L + 6.50%; 0.75% Floor) | 09/08/2027 | 11,747,857 | 11,580,502 | 11,630,378 | |||||||||||||
Datacor, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 12/29/2025 | | (28,023 | ) | | ||||||||||||
Datacor, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.25% (L + 5.25%; 1.00% Floor) | 12/29/2025 | | (10,280 | ) | (3,219 | ) | |||||||||||
Datacor, Inc.(1) (3) |
Software & Tech Services | Term Loan | 6.25% (L + 5.25%; 1.00% Floor) | 12/29/2025 | 7,983,728 | 7,834,533 | 7,943,809 | |||||||||||||
Degreed, Inc.(4) (5) |
Software & Tech Services | Delayed Draw Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | | (5,693 | ) | (3,478 | ) | |||||||||||
Degreed, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | | (2,169 | ) | (3,134 | ) | |||||||||||
Degreed, Inc.(2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | 2,782,788 | 2,759,481 | 2,761,917 | |||||||||||||
Degreed, Inc.(1) (3) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2025 | 5,153,024 | 5,097,775 | 5,114,376 | |||||||||||||
Dispatch Track, LLC(4) (5) |
Software & Tech Services | Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 12/17/2026 | | (2,716 | ) | (755 | ) | |||||||||||
Dispatch Track, LLC(1) (2) |
Software & Tech Services | Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 12/17/2026 | 9,849,936 | 9,741,587 | 9,825,312 | |||||||||||||
Drilling Info Holdings, Inc.(1) |
Software & Tech Services | Term Loan | 4.35% (L + 4.25%) | 07/30/2025 | 3,326,513 | 3,317,966 | 3,318,197 | |||||||||||||
Dude Solutions Holdings, Inc.(3) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 06/13/2025 | 3,853,725 | 3,779,486 | 3,815,188 | |||||||||||||
Dude Solutions Holdings, Inc.(3) |
Software & Tech Services | Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 06/13/2025 | 530,072 | 519,517 | 524,771 | |||||||||||||
EET Buyer, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.75%; 0.75% Floor) | 11/08/2027 | | (13,485 | ) | (13,816 | ) | |||||||||||
EET Buyer, Inc.(2) (3) |
Software & Tech Services | Term Loan | 6.50% (L + 5.75%; 0.75% Floor) | 11/08/2027 | 6,907,937 | 6,773,088 | 6,769,778 | |||||||||||||
EnterpriseDB Corporation(4) (5) |
Software & Tech Services | Revolver | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | | (12,616 | ) | (2,532 | ) | |||||||||||
EnterpriseDB Corporation(1) (2) |
Software & Tech Services | Term Loan | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | 6,277,267 | 6,157,445 | 6,261,574 | |||||||||||||
EnterpriseDB |
Software & Tech Services | Term Loan | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | 7,964,621 | 7,874,000 | 7,944,709 | |||||||||||||
EnterpriseDB Corporation(1) (3) |
Software & Tech Services | Term Loan | 6.75% (L + 3.00%; 2.75% PIK; 1.00% Floor) | 06/22/2026 | 4,563,807 | 4,488,855 | 4,552,398 | |||||||||||||
Exterro, Inc.(4) (5) |
Software & Tech Services | Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2024 | | (2,032 | ) | | ||||||||||||
Exterro, Inc.(1) (2) |
Software & Tech Services | Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2024 | 5,809,123 | 5,732,506 | 5,809,123 |
See Notes to Unaudited Consolidated Financial Statements
22
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Industry | Facility Type | Interest |
Maturity | Funded Par Amount |
Cost | Fair Value | |||||||||||||||
Exterro, Inc.(2) (3) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2024 | $ | 6,237,900 | $ | 6,148,977 | $ | 6,237,900 | ||||||||||||
Exterro, Inc.(1) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 05/31/2024 | 2,793,450 | 2,769,803 | 2,793,450 | |||||||||||||||
Faithlife, LLC(1) (2) (4) |
Software & Tech Services |
Delayed Draw Term Loan |
6.50% (L + 5.50%; 1.00% Floor) | 09/18/2025 | 1,697,185 | 1,651,986 | 1,697,185 | |||||||||||||||
Faithlife, LLC(4) (5) |
Software & Tech Services |
Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 09/18/2025 | | (4,165 | ) | | ||||||||||||||
Faithlife, LLC(1) (2) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 09/18/2025 | 728,853 | 717,940 | 728,853 | |||||||||||||||
Genesis Acquisition Co.(3) |
Software & Tech Services |
Revolver | 4.13% (L + 4.00%) | 07/31/2024 | 202,400 | 195,642 | 196,834 | |||||||||||||||
Genesis Acquisition Co.(1) (2) |
Software & Tech Services |
Term Loan | 4.13% (L + 4.00%) | 07/31/2024 | 1,374,959 | 1,362,298 | 1,337,148 | |||||||||||||||
Greenhouse Software, Inc.(4) (5) |
Software & Tech Services |
Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 03/01/2027 | | (23,993 | ) | (6,161 | ) | |||||||||||||
Greenhouse Software, Inc.(2) (3) |
Software & Tech Services |
Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 03/01/2027 | 12,376,845 | 12,133,927 | 12,314,961 | |||||||||||||||
GS AcquisitionCo, Inc.(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
6.75% (L + 5.75%; 1.00% Floor) | 05/22/2026 | | (3,243 | ) | | ||||||||||||||
GS AcquisitionCo, Inc.(4) |
Software & Tech Services |
Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 05/22/2026 | 216,932 | 213,702 | 214,648 | |||||||||||||||
GS AcquisitionCo, Inc.(1) (2) (3) |
Software & Tech Services |
Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 05/22/2026 | 8,708,367 | 8,658,965 | 8,664,825 | |||||||||||||||
Iodine Software, LLC(2) (3) |
Software & Tech Services |
Delayed Draw Term Loan |
7.50% (L + 6.50%; 1.00% Floor) | 05/19/2027 | 9,058,308 | 8,894,669 | 9,058,308 | |||||||||||||||
Iodine Software, LLC(4) (5) |
Software & Tech Services |
Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 05/19/2027 | | (22,107 | ) | | ||||||||||||||
Iodine Software, LLC(1) (2) |
Software & Tech Services |
Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 05/19/2027 | 6,013,669 | 5,905,362 | 6,013,669 | |||||||||||||||
Kaseya, Inc.(4) |
Software & Tech Services |
Delayed Draw Term Loan |
7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 250,488 | 240,932 | 250,488 | |||||||||||||||
Kaseya, Inc.(2) |
Software & Tech Services |
Delayed Draw Term Loan |
7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 553,854 | 550,163 | 553,854 | |||||||||||||||
Kaseya, Inc.(2) |
Software & Tech Services |
Delayed Draw Term Loan |
7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 485,401 | 485,401 | 485,401 | |||||||||||||||
Kaseya, Inc.(4) (5) |
Software & Tech Services |
Revolver | 7.50% (L + 5.50%; 1.00% Floor) | 05/02/2025 | | (2,163 | ) | | ||||||||||||||
Kaseya, Inc.(1) (2) |
Software & Tech Services |
Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 1,266,793 | 1,246,533 | 1,266,793 | |||||||||||||||
Kaseya, Inc.(1) (2) (3) |
Software & Tech Services |
Term Loan | 7.50% (L + 5.50%; 1.00% PIK; 1.00% Floor) | 05/02/2025 | 5,243,629 | 5,210,799 | 5,243,629 | |||||||||||||||
Mavenlink, Inc(4) (5) |
Software & Tech Services |
Revolver | 6.75% (L + 6.00%; 0.75% Floor) | 06/03/2027 | | (35,347 | ) | (35,796 | ) | |||||||||||||
Mavenlink, Inc(1) (2) (3) |
Software & Tech Services |
Term Loan | 6.75% (L + 6.00%; 0.75% Floor) | 06/03/2027 | 15,034,451 | 14,737,540 | 14,733,762 | |||||||||||||||
Ministry Brands, LLC(2) |
Software & Tech Services |
Delayed Draw Term Loan |
5.00% (L + 4.00%; 1.00% Floor) | 12/02/2022 | 644,345 | 643,659 | 644,345 | |||||||||||||||
Ministry Brands, LLC(2) |
Software & Tech Services |
Term Loan | 5.00% (L + 4.00%; 1.00% Floor) | 12/02/2022 | 3,080,740 | 3,077,478 | 3,080,740 | |||||||||||||||
Moon Buyer, Inc.(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
5.75% (L + 4.75%; 1.00% Floor) | 04/21/2027 | | (30,197 | ) | | ||||||||||||||
Moon Buyer, Inc.(4) (5) |
Software & Tech Services |
Revolver | 5.75% (L + 4.75%; 1.00% Floor) | 04/21/2027 | | (15,493 | ) | | ||||||||||||||
Moon Buyer, Inc.(1) (2) (3) |
Software & Tech Services |
Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 04/21/2027 | 6,368,857 | 6,284,074 | 6,368,857 | |||||||||||||||
Netwrix Corporation And Concept
Searching |
Software & Tech Services |
Delayed Draw Term Loan |
7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 497,148 | 489,221 | 497,148 | |||||||||||||||
Netwrix Corporation And Concept
Searching |
Software & Tech Services |
Delayed Draw Term Loan |
7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 994,297 | 976,754 | 994,297 | |||||||||||||||
Netwrix Corporation And Concept
Searching |
Software & Tech Services |
Delayed Draw Term Loan |
7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 1,380,166 | 1,350,432 | 1,380,166 | |||||||||||||||
Netwrix Corporation And Concept Searching |
Software & Tech Services |
Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | | (3,553 | ) | | ||||||||||||||
Netwrix Corporation And Concept
Searching |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 1,648,855 | 1,613,573 | 1,648,855 | |||||||||||||||
Netwrix Corporation And Concept
Searching |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 09/30/2026 | 6,652,404 | 6,523,360 | 6,652,404 | |||||||||||||||
PerimeterX, Inc.(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | | (18,332 | ) | (10,754 | ) | |||||||||||||
PerimeterX, Inc.(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | | (5,880 | ) | (6,988 | ) | |||||||||||||
PerimeterX, Inc.(4) (5) |
Software & Tech Services |
Revolver | 6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | | (2,178 | ) | (2,795 | ) | |||||||||||||
PerimeterX, Inc.(3) |
Software & Tech Services |
Term Loan | 6.50% (L + 4.00%; 1.50% PIK; 1.00% Floor) | 11/22/2024 | 2,842,516 | 2,818,385 | 2,814,091 | |||||||||||||||
Ranger Buyer Inc(4) |
Software & Tech Services |
Revolver | 7.00% (L + 6.25%; 0.75% Floor) | 11/18/2027 | 239,847 | 215,862 | 215,862 | |||||||||||||||
Ranger Buyer Inc(1) (2) (3) |
Software & Tech Services |
Term Loan | 7.00% (L + 6.25%; 0.75% Floor) | 11/18/2028 | 14,390,790 | 14,102,974 | 14,102,974 | |||||||||||||||
Sauce Labs, Inc.(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
6.50% (L + 5.50%; 1.00% Floor) | 08/16/2027 | | (18,064 | ) | (24,034 | ) | |||||||||||||
Sauce Labs, Inc.(4) (5) |
Software & Tech Services |
Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 08/16/2027 | | (24,093 | ) | (19,227 | ) | |||||||||||||
Sauce Labs, Inc.(2) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 08/16/2027 | 5,127,286 | 5,024,740 | 5,050,376 | |||||||||||||||
SecureLink, Inc.(4) (5) |
Software & Tech Services |
Revolver | 7.25% (L + 6.25%; 1.00% Floor) | 10/01/2025 | | (4,950 | ) | | ||||||||||||||
SecureLink, Inc.(1) (2) |
Software & Tech Services |
Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 10/01/2025 | 2,938,404 | 2,900,881 | 2,938,404 | |||||||||||||||
SecureLink, Inc.(1) |
Software & Tech Services |
Term Loan | 7.25% (L + 6.25%; 1.00% Floor) | 10/01/2025 | 4,873,428 | 4,816,425 | 4,873,428 | |||||||||||||||
Sirsi Corporation(4) (5) |
Software & Tech Services |
Revolver | 5.50% (L + 4.50%; 1.00% Floor) | 03/15/2024 | | (3,852 | ) | (1,384 | ) | |||||||||||||
Sirsi Corporation(1) (2) |
Software & Tech Services |
Term Loan | 5.50% (L + 4.50%; 1.00% Floor) | 03/15/2024 | 7,326,840 | 7,272,820 | 7,308,523 | |||||||||||||||
Smartlinx Solutions, LLC(4) (5) |
Software & Tech Services |
Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 03/04/2026 | | (3,648 | ) | (2,597 | ) | |||||||||||||
Smartlinx Solutions, LLC(1) (2) (3) |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 03/04/2026 | 5,678,119 | 5,597,713 | 5,649,729 | |||||||||||||||
Streamsets, Inc.(4) (5) |
Software & Tech Services |
Revolver | 6.75% (L + 5.00%; 0.75% PIK; 1.00% Floor) | 11/25/2024 | | (6,816 | ) | (12,268 | ) | |||||||||||||
Streamsets, Inc.(3) |
Software & Tech Services |
Term Loan | 6.75% (L + 5.00%; 0.75% PIK; 1.00% Floor) | 11/25/2024 | 2,120,781 | 2,078,548 | 2,046,554 | |||||||||||||||
SugarCRM, Inc.(4) (5) |
Software & Tech Services |
Revolver | 7.50% (L + 6.50%; 1.00% Floor) | 07/31/2024 | | (2,407 | ) | | ||||||||||||||
SugarCRM, Inc.(1) (3) |
Software & Tech Services |
Term Loan | 7.50% (L + 6.50%; 1.00% Floor) | 07/31/2024 | 4,268,824 | 4,228,733 | 4,268,824 | |||||||||||||||
Sundance Group Holdings, Inc(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
7.75% (L + 6.75%; 1.00% Floor) | 07/02/2027 | | (32,626 | ) | (26,604 | ) | |||||||||||||
Sundance Group Holdings, Inc(4) |
Software & Tech Services |
Revolver | 7.75% (L + 6.75%; 1.00% Floor) | 07/02/2027 | 425,670 | 399,558 | 404,387 | |||||||||||||||
Sundance Group Holdings, Inc(2) (3) |
Software & Tech Services |
Term Loan | 7.75% (L + 6.75%; 1.00% Floor) | 07/02/2027 | 11,824,177 | 11,606,577 | 11,646,815 | |||||||||||||||
Swiftpage, Inc.(4) (5) |
Software & Tech Services |
Revolver | 6.50% (L + 5.50%; 1.00% Floor) | 06/13/2023 | | (1,326 | ) | (1,690 | ) | |||||||||||||
Swiftpage, Inc.(2) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/13/2023 | 2,446,093 | 2,432,907 | 2,427,747 | |||||||||||||||
Swiftpage, Inc.(2) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 06/13/2023 | 225,154 | 223,434 | 223,465 | |||||||||||||||
Sysnet North America, Inc. |
Software & Tech Services |
Delayed Draw Term Loan |
6.50% (L + 5.50%; 1.00% Floor) | 12/01/2026 | 1,287,698 | 1,274,256 | 1,268,383 | |||||||||||||||
Sysnet North America, Inc.(1) (2) (3) |
Software & Tech Services |
Term Loan | 6.50% (L + 5.50%; 1.00% Floor) | 12/01/2026 | 7,668,193 | 7,576,635 | 7,514,830 | |||||||||||||||
Telcor Buyer, Inc.(4) (5) |
Software & Tech Services |
Revolver | 5.75% (L + 4.75%; 1.00% Floor) | 08/20/2027 | | (4,106 | ) | (2,181 | ) | |||||||||||||
Telcor Buyer, Inc.(1) (2) |
Software & Tech Services |
Term Loan | 5.75% (L + 4.75%; 1.00% Floor) | 08/20/2027 | 9,304,625 | 9,173,236 | 9,234,840 | |||||||||||||||
Telesoft Holdings, LLC(4) (5) |
Software & Tech Services |
Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 12/16/2025 | | (8,939 | ) | (2,984 | ) |
See Notes to Unaudited Consolidated Financial Statements
23
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Industry | Facility Type | Interest |
Maturity | Funded Par Amount |
Cost | Fair Value | |||||||||||||||
Telesoft Holdings, LLC(2) (3) |
Software & Tech Services |
Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 12/16/2025 | $ | 5,864,213 | $ | 5,774,460 | $ | 5,834,892 | ||||||||||||
TRGRP, Inc.(4) (5) |
Software & Tech Services |
Revolver | 8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | | (2,462 | ) | | ||||||||||||||
TRGRP, Inc.(2) |
Software & Tech Services |
Term Loan | 8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | 2,333,710 | 2,292,698 | 2,333,710 | |||||||||||||||
TRGRP, Inc.(1) |
Software & Tech Services |
Term Loan | 8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | 1,110,872 | 1,101,354 | 1,110,872 | |||||||||||||||
TRGRP, Inc.(2) (3) |
Software & Tech Services |
Term Loan | 8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor) | 11/01/2023 | 4,972,446 | 4,933,912 | 4,972,446 | |||||||||||||||
Ungerboeck Systems International, LLC |
Software & Tech Services |
Delayed Draw Term Loan |
7.00% (L + 6.00%; 1.00% Floor) | 04/30/2027 | 690,794 | 690,794 | 690,794 | |||||||||||||||
Ungerboeck Systems International, LLC(1) |
Software & Tech Services |
Delayed Draw Term Loan |
6.75% (L + 5.75%; 1.00% Floor) | 04/30/2027 | 322,391 | 318,018 | 322,391 | |||||||||||||||
Ungerboeck Systems International, LLC(4) (5) |
Software & Tech Services |
Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 04/30/2027 | | (2,156 | ) | | ||||||||||||||
Ungerboeck Systems International, LLC(2) (3) |
Software & Tech Services |
Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 04/30/2027 | 2,717,277 | 2,680,448 | 2,717,277 | |||||||||||||||
Vectra AI, Inc.(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
6.75% (L + 5.75%; 1.00% Floor) | 03/18/2026 | | (49,091 | ) | (58,190 | ) | |||||||||||||
Vectra AI, Inc.(4) (5) |
Software & Tech Services |
Revolver | 6.75% (L + 5.75%; 1.00% Floor) | 03/18/2026 | | (4,909 | ) | (5,819 | ) | |||||||||||||
Vectra AI, Inc.(2) (3) |
Software & Tech Services |
Term Loan | 6.75% (L + 5.75%; 1.00% Floor) | 03/18/2026 | 3,258,620 | 3,188,883 | 3,177,155 | |||||||||||||||
Velocity Purchaser Corporation(4) (5) |
Software & Tech Services |
Revolver | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | | (728 | ) | | ||||||||||||||
Velocity Purchaser Corporation(1) |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | 647,042 | 643,783 | 647,042 | |||||||||||||||
Velocity Purchaser Corporation(1) (2) |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | 5,116,095 | 5,066,567 | 5,116,095 | |||||||||||||||
Velocity Purchaser Corporation(1) |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/01/2022 | 2,601,503 | 2,590,901 | 2,601,503 | |||||||||||||||
Veracross LLC(4) (5) |
Software & Tech Services |
Delayed Draw Term Loan |
8.50% (L + 2.00%; 5.50% PIK; 1.00% Floor) | 12/28/2027 | | (16,659 | ) | (16,688 | ) | |||||||||||||
Veracross LLC(4) (5) |
Software & Tech Services |
Revolver | 8.50% (L + 2.00%; 5.50% PIK; 1.00% Floor) | 12/28/2027 | | (22,212 | ) | (22,251 | ) | |||||||||||||
Veracross LLC(3) |
Software & Tech Services |
Term Loan | 8.50% (L + 2.00%; 5.50% PIK; 1.00% Floor) | 12/28/2027 | 12,238,089 | 11,993,759 | 11,993,327 | |||||||||||||||
Dillon Logistics, Inc.(4) (11) |
Transport & Logistics |
Revolver | 9.25% (P + 6.00%; 1.00% Floor) | 12/11/2023 | 779,728 | 757,176 | 167,554 | |||||||||||||||
Dillon Logistics, Inc.(11) |
Transport & Logistics |
Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/11/2023 | 3,024,587 | 2,742,506 | 739,511 | |||||||||||||||
Dillon Logistics, Inc.(11) |
Transport & Logistics |
Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/11/2023 | 889,565 | 787,261 | 217,499 | |||||||||||||||
|
|
|
|
|||||||||||||||||||
Total U.S. 1st Lien/Senior Secured Debt |
833,353,917 | 834,232,033 | ||||||||||||||||||||
2nd Lien/Junior Secured Debt3.08% |
| |||||||||||||||||||||
Conterra Ultra Broadband Holdings, Inc.(1) (2) |
Digital Infrastructure & Services |
Term Loan | 9.50% (L + 8.50%; 1.00% Floor) | 04/30/2027 | 6,537,710 | 6,465,035 | 6,537,710 | |||||||||||||||
Brave Parent Holdings, Inc.(1) |
Software & Tech Services |
Term Loan | 7.58% (L + 7.50%) | 04/17/2026 | 1,230,107 | 1,212,535 | 1,230,107 | |||||||||||||||
Symplr Software, Inc.(1) |
Software & Tech Services |
Term Loan | 8.625% (L + 7.875%; 0.75% Floor) | 12/22/2028 | 2,909,482 | 2,857,031 | 2,909,482 | |||||||||||||||
|
|
|
|
|||||||||||||||||||
Total U.S. 2nd Lien/Junior Secured Debt |
10,534,601 | 10,677,299 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||
Total U.S. Corporate Debt |
843,888,518 | 844,909,332 | ||||||||||||||||||||
Canadian Corporate Debt5.24% |
| |||||||||||||||||||||
1st Lien/Senior Secured Debt5.24% |
| |||||||||||||||||||||
McNairn Holdings Ltd.(1) (10) |
Business Services |
Term Loan | 6.00% (L + 5.00%; 1.00% Floor) | 11/25/2025 | 809,967 | 804,385 | 757,319 | |||||||||||||||
Syntax Systems Ltd(1) (2) (10) |
Digital Infrastructure & Services |
Term Loan | 6.25% (L + 5.50%; 0.75% Floor) | 10/29/2028 | 8,862,389 | 8,774,869 | 8,773,765 | |||||||||||||||
Syntax Systems Ltd(4) (10) |
Digital Infrastructure & Services |
Revolver | 6.25% (L + 5.50%; 0.75% Floor) | 10/29/2026 | 425,812 | 416,408 | 416,075 | |||||||||||||||
Syntax Systems Ltd(4) (5) (10) |
Digital Infrastructure & Services |
Delayed Draw Term Loan |
6.25% (L + 5.50%; 0.75% Floor) | 10/29/2028 | | (23,752 | ) | (24,341 | ) | |||||||||||||
Banneker V Acquisition, Inc.(2) (3) (10) |
Software & Tech Services |
Term Loan | 8.00% (L + 7.00%; 1.00% Floor) | 12/04/2025 | 7,177,672 | 7,054,712 | 7,177,672 | |||||||||||||||
Banneker V Acquisition, Inc.(4) (5) (10) |
Software & Tech Services |
Revolver | 8.00% (L + 7.00%; 1.00% Floor) | 12/04/2025 | | (4,095 | ) | | ||||||||||||||
Banneker V Acquisition, Inc.(2) (10) |
Software & Tech Services |
Delayed Draw Term Loan |
8.00% (L + 7.00%; 1.00% Floor) | 12/04/2025 | 1,034,605 | 1,018,253 | 1,034,605 | |||||||||||||||
|
|
|
|
|||||||||||||||||||
Total Canadian 1st Lien/Senior Secured Debt | 18,040,780 | 18,135,095 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||
Total Canadian Corporate Debt | 18,040,780 | 18,135,095 | ||||||||||||||||||||
United Kingdom Corporate Debt2.03% |
| |||||||||||||||||||||
1st Lien/Senior Secured Debt2.03% |
| |||||||||||||||||||||
GlobalWebIndex Inc.(3) (4) |
Software & Tech Services |
Delayed Draw Term Loan |
7.00% (L + 6.00%; 1.00% Floor) | 12/30/2024 | 1,841,860 | 1,813,899 | 1,712,930 | |||||||||||||||
GlobalWebIndex Inc.(2) (3) |
Software & Tech Services |
Term Loan | 7.00% (L + 6.00%; 1.00% Floor) | 12/30/2024 | 5,525,580 | 5,361,193 | 5,332,185 | |||||||||||||||
|
|
|
|
|||||||||||||||||||
Total United Kingdom 1st Lien/Senior Secured Debt |
7,175,092 | 7,045,115 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||
Total United Kingdom Corporate Debt |
7,175,092 | 7,045,115 | ||||||||||||||||||||
Portfolio Company |
Class/Series | Industry | Shares | Cost | Fair Value | |||||||||||||||||
U.S. Preferred Stock3.87% |
| |||||||||||||||||||||
Global Radar Holdings, LLC(12) |
LLC Units | Business Services | 125 | $ | 367,615 | $ | 549,041 | |||||||||||||||
Bowline Topco LLC(13) (14) |
LLC Units | Energy | 2,946,390 | 2,002,277 | 2,600,575 | |||||||||||||||||
SBS Ultimate Holdings, LP(14) |
Class A | Healthcare & HCIT | 217,710 | 861,879 | 705,379 | |||||||||||||||||
Concerto Health AI Solutions, LLC (14) (15) |
Series B-1 | Software & Tech Services |
65,614 | 349,977 | 460,537 | |||||||||||||||||
Streamsets, Inc.(14) |
Series C-1 | Software & Tech Services |
109,518 | 295,512 | 301,406 |
See Notes to Unaudited Consolidated Financial Statements
24
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Class/Series |
Industry |
Shares | Cost | Fair Value | |||||||||||||||
Alphasense, Inc.(10) (14) |
Series C | Software & Tech Services | 23,961 | $ | 369,843 | $ | 371,362 | |||||||||||||
Datarobot, Inc.(14) |
Series F | Software & Tech Services | 6,715 | 88,248 | 117,326 | |||||||||||||||
Datarobot, Inc.(14) |
Series E | Software & Tech Services | 38,190 | 289,278 | 570,282 | |||||||||||||||
Degreed, Inc.(14) |
Series D | Software & Tech Services | 16,943 | 278,308 | 278,308 | |||||||||||||||
Degreed, Inc.(14) |
Series C-1 | Software & Tech Services | 43,819 | 278,541 | 718,478 | |||||||||||||||
Heap, Inc.(14) |
Series D | Software & Tech Services | 17,425 | 147,443 | 147,527 | |||||||||||||||
Heap, Inc.(14) |
Series C | Software & Tech Services | 189,617 | 696,351 | 1,444,013 | |||||||||||||||
Mcafee(14) (16) (19) |
Class A | Software & Tech Services | 821,396 | 821,396 | 835,432 | |||||||||||||||
Netskope, Inc.(14) |
Series G | Software & Tech Services | 36,144 | 302,536 | 400,047 | |||||||||||||||
PerimeterX, Inc.(14) |
Series D | Software & Tech Services | 282,034 | 838,601 | 870,048 | |||||||||||||||
Phenom People, Inc.(14) |
Series C | Software & Tech Services | 35,055 | 220,610 | 552,848 | |||||||||||||||
Protoscale Rubrik, LLC (14) |
Class B | Software & Tech Services | 25,397 | 598,212 | 635,044 | |||||||||||||||
Symplr Software Intermediate Holdings, Inc.(14) |
Series A | Software & Tech Services | 1,196 | 1,160,532 | 1,718,402 | |||||||||||||||
Vectra AI, Inc(14) |
Series F | Software & Tech Services | 17,064 | 131,095 | 123,291 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Preferred Stock |
10,098,254 | 13,399,346 | ||||||||||||||||||
U.S. Common Stock2.23% |
| |||||||||||||||||||
Leeds FEG Investors, LLC(14) |
Class A | Consumer Discretionary | 320 | $ | 321,309 | $ | 290,338 | |||||||||||||
Pacific Bells, LLC(14) (17) |
LP Interests | Consumer Non-Cyclical | 802,902 | 802,902 | 802,902 | |||||||||||||||
Freddys Frozen Custard, LLC(14) (31) |
LP Interests | Consumer Non-Cyclical | 72,483 | 72,483 | 108,415 | |||||||||||||||
Nestle Waters North America, Inc.(14) (18) (19) |
LP Interests | Consumer Non-Cyclical | 341,592 | 98,394 | 98,394 | |||||||||||||||
Avant Communications, LLC(14) (20) |
Class A | Digital Infrastructure & Services | 220,542 | 220,542 | 220,542 | |||||||||||||||
Avant Communications, LLC.(14) (20) |
Class A Capital | Digital Infrastructure & Services | 220,542 | | | |||||||||||||||
NEPCORE Parent Holdings, LLC(14) |
Class A | Digital Infrastructure & Services | 82 | 81,530 | 81,530 | |||||||||||||||
Neutral Connect, LLC(14) (21) |
LLC Units | Digital Infrastructure & Services | 396,513 | 439,931 | 439,931 | |||||||||||||||
Thrive Parent, LLC(14) |
Class L | Digital Infrastructure & Services | 100,219 | 263,195 | 307,955 | |||||||||||||||
Agape Care Group(14) (22) |
LP Interests | Healthcare & HCIT | 590,203 | 590,203 | 590,203 | |||||||||||||||
Health Platform Group, Inc.(14) |
Earn Out | Healthcare & HCIT | 16,502 | | | |||||||||||||||
Healthcare Services Acquisition(10) (14) |
Class B | Healthcare & HCIT | 15,183 | 46 | 46 | |||||||||||||||
Healthcare Services Acquisition(10) (14) (23) |
Class A | Healthcare & HCIT | 28,158 | 281,580 | 279,891 | |||||||||||||||
INH Group Holdings, Inc.(14) |
Class A | Healthcare & HCIT | 484,552 | $ | 484,552 | $ | 315,872 | |||||||||||||
Medical Management Resource Group, LLC(14) (24) |
Class B | Healthcare & HCIT | 34,492 | 34,492 | 34,321 | |||||||||||||||
Millin Purchaser LLC(14) (32) |
Class A | Healthcare & HCIT | 86,555 | 86,555 | 86,555 | |||||||||||||||
Redwood Family Care Network, Inc.(14) |
Class A | Healthcare & HCIT | 66 | 66,000 | 76,527 | |||||||||||||||
EnterpriseDB Corporation(14) (19) (33) |
LLC Units | Software & Tech Services | 417,813 | 417,813 | 1,282,685 | |||||||||||||||
American Safety Holdings Corp.(14) (25) |
LP Interests | Software & Tech Services | 167,509 | 190,658 | 270,241 | |||||||||||||||
Brightspot Holdco, LLC (14) |
LLC Units | Software & Tech Services | 433,207 | 433,207 | 433,207 | |||||||||||||||
Moon Topco L.P.(14) |
Class A | Software & Tech Services | 36 | 35,999 | 40,471 | |||||||||||||||
Ranger Lexipol Holdings, LLC(14) |
Class A | Software & Tech Services | 433 | 433,207 | 433,207 | |||||||||||||||
Ranger Lexipol Holdings, LLC(14) |
Class B | Software & Tech Services | 433 | | | |||||||||||||||
Samsara Networks, Inc.(10) (14) (23) |
Class A | Software & Tech Services | 33,451 | 369,998 | 940,308 | |||||||||||||||
Stripe, Inc.(14) |
Class B | Software & Tech Services | 4,158 | 166,854 | 163,472 | |||||||||||||||
Omni Logistics, LLC(19) (26) |
LP Interests | Transport & Logistics | 193,770 | 193,770 | 426,294 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Common Stock |
6,085,220 | 7,723,307 | ||||||||||||||||||
Canadian Common Stock0.07% |
| |||||||||||||||||||
Auvik Topco Holdings, Inc.(10) (14) (19) (27) |
LP Interests | Software & Tech Services | 244,920 | 244,920 | 244,920 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total Canadian Common Stock |
244,920 | 244,920 | ||||||||||||||||||
U.S. Warrants0.26% |
| |||||||||||||||||||
Fuze, Inc., expire 04/26/2031(14) |
Series A | Digital Infrastructure & Services | 613,241 | | 227,619 |
See Notes to Unaudited Consolidated Financial Statements
25
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2021 (continued)
Portfolio Company |
Class/Series |
Industry |
Shares | Cost | Fair Value | |||||||||||||||
Healthcare Services Acquisition, expire 12/31/2027(10) (14) |
Class B | Healthcare & HCIT | 14,079 | $ | | $ | | |||||||||||||
Healthcare Services Acquisition, expire 12/31/2027(10) (14) (23) |
Class A | Healthcare & HCIT | 23,721 | 23,721 | 12,335 | |||||||||||||||
SBS Ultimate Holdings, LP, expire 09/18/2030(14) |
Class A | Healthcare & HCIT | 17,419 | | | |||||||||||||||
Alphasense, Inc., expire 05/29/2027(10) (14) |
Series B | Software & Tech Services | 38,346 | 35,185 | 206,363 | |||||||||||||||
Alphasense, Inc., expire 12/22/2027(10) (14) |
Series C | Software & Tech Services | 2,049 | | 12,235 | |||||||||||||||
Degreed, Inc., expire 04/11/2028(14) |
Series D | Software & Tech Services | 7,624 | | 38,358 | |||||||||||||||
Degreed, Inc., expire 05/31/2026(14) |
Series C-1 | Software & Tech Services | 26,294 | 46,823 | 279,001 | |||||||||||||||
PerimeterX, Inc., expire 12/31/2031(14) |
Series D | Software & Tech Services | 10,850 | 7,595 | 7,595 | |||||||||||||||
Streamsets, Inc., expire 11/25/2027(14) |
Series C-1 | Software & Tech Services | 23,382 | 16,367 | 15,965 | |||||||||||||||
Vectra AI, Inc., expire 03/18/2031(14) |
Series F | Software & Tech Services | 35,156 | 58,190 | 100,824 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Warrants |
187,881 | 900,295 | ||||||||||||||||||
United Kingdom Warrants0.07% |
||||||||||||||||||||
GlobalWebIndex, Inc., expire 12/30/2027(14) |
Preferred Units | Software & Tech Services | 8,832 | 159,859 | 223,583 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total United Kingdom Warrants |
159,859 | 223,583 | ||||||||||||||||||
TOTAL INVESTMENTS257.77%(28) |
|
$ | 885,880,524 | $ | 892,580,993 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Cash Equivalents4.95% |
||||||||||||||||||||
U.S. Investment Companies4.95% |
||||||||||||||||||||
Blackrock T Fund I(23) (29) |
Money Market | Money Market Portfolio | 0.01% (30) | 17,156,786 | $ | 17,156,786 | $ | 17,156,786 | ||||||||||||
|
|
|
|
|||||||||||||||||
Total U.S. Investment Companies |
17,156,786 | 17,156,786 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Total Cash Equivalents |
17,156,786 | 17,156,786 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS(162.72%) |
$ | (563,461,099 | ) | |||||||||||||||||
|
|
|||||||||||||||||||
NET ASSETS100.00% |
$ | 346,276,680 | ||||||||||||||||||
|
|
+ | As of December 31, 2021, qualifying assets represented 96.32% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. |
* | Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of Financial Accounting Standards Boards Accounting Standards Codification 820 fair value hierarchy. |
# | Percentages are based on net assets. |
^ | Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (LIBOR) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively) at the borrowers option. LIBOR loans may be subject to interest floors. As of December 31, 2021, rates for weekly 1M L, 2M L, 3M L and 6M L are 0.10%, 0.15%, 0.21% and 0.34%, respectively. As of December 31, 2021, the U.S. Prime rate was 3.25%. |
(1) | Position, or a portion thereof, has been segregated to collateralize ABPCI Direct Lending Fund CLO VI Ltd. |
(2) | Position, or a portion thereof, has been segregated to collateralize ABPCIC Funding III, LLC. |
(3) | Position, or a portion thereof, has been segregated to collateralize ABPCIC Funding II, LLC. |
(4) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 Commitments and Contingencies. |
(5) | The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan. |
(6) | $86,381 of the funded par amount accrues interest at 6.50% (L + 5.50%; 1.00% Floor). |
(7) | $320,329 of the funded par amount accrues interest at 9.50% (P + 5.25%; 1.00% PIK; 2.00% Floor). |
(8) | $135,993 of the funded par amount accrues interest at 8.25% (L + 6.25%; 1.00% PIK; 1.00% Floor). |
(9) | $138,106 of the funded par amount accrues interest at 8.00% (P + 4.75%; 2.00% Floor). |
(10) | Positions considered non-qualified assets therefore excluded from the qualifying assets calculation as noted in footnote + above. |
(11) | The investment is on non-accrual status. See Note 2 Significant Accounting Policies. |
(12) | Position or portion thereof is held by Global Radar Acquisition Holdings, LLC which is held by ABPCIC Global Radar LLC |
(13) | Bowline Topco LLC is held through ABPCIC BE Holdings, LLC. |
(14) | Non-income producing investment. |
(15) | Concerto Health AI Solutions, LLC is held through ABPCIC Concerto Holdings LLC. |
(16) | Position or portion thereof is held by Magenta Blocker Aggregator LP, which is held by ABPCIC Equity Holdings, LLC. |
(17) | Position or portion thereof is held by Orangewood WWB Co-Invest, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(18) | Position or portion thereof is held by ORCP III Triton Co-Investors, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(19) | Excluded from the ASC 820 fair value hierarchy as fair value is measured using the net asset value per share practical expedient. |
(20) | Position or portion thereof is held by Pamlico Avant Holdings L.P. which is held by ABPCIC Avant, LLC. |
(21) | Neutral Connect, LLC is held through ABPCIC NC Holdings LLC. |
(22) | Position or portion thereof is held by REP Coinvest III AGP Blocker, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(23) | Categorized as Level 1 assets under the definition of ASC 820 fair value hierarchy. |
(24) | Medical Management Resource Group, LLC is held through Advantage AVP Parent Holdings, L.P. |
(25) | Position or portion thereof is held by REP Coinvest III Tec, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(26) | Position or portion thereof is held by REP Coinvest III-A Omni, L.P. which is held by ABPCIC Equity Holdings, LLC. |
(27) | Position or portion thereof is held by GHP SPV-2, L.P., which is held by ABPCIC Equity Holdings, LLC. |
(28) | Aggregate gross unrealized appreciation for federal income tax purposes is $14,943,797; aggregate gross unrealized depreciation for federal income tax purposes is $8,243,328. Net unrealized appreciation is $6,700,469 based upon a tax cost basis of $885,880,524. |
(29) | Included within Cash and cash equivalents on the Consolidated Statements of Assets and Liabilities. |
(30) | The rate shown is the annualized seven-day yield as of December 31, 2021. |
(31) | Position or portion thereof is held by Freddys Acquisition, LP. |
(32) | Position or portion thereof is held by GSV MedSuite Investments, LLC. |
(33) | Position or portion thereof is held by GHP E Aggregator, LLC. |
L | - | LIBOR | ||
P | - | Prime | ||
PIK | - | Payment-In-Kind |
See Notes to Unaudited Consolidated Financial Statements
26
AB Private Credit Investors Corporation
Notes to Unaudited Consolidated Financial Statements
March 31, 2022
1. Organization
AB Private Credit Investors Corporation (the Fund, we, our, and us), an externally managed, non-diversified, closed-end, management investment company that elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act), was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Funds external investment adviser (the Adviser).
Prior to 2017, there were no significant operations other than the sale and issuance of 100 shares of common stock of the Fund, par value $0.01 (Shares), on June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per Share) to the Adviser. The sale of Shares was approved by the unanimous consent of the Funds Board of Directors (the Board). In addition, prior to commencing operations in 2017, on May 26, 2017, the Fund issued and sold an additional 2,400 Shares at an aggregate purchase price of $24,000 ($10.00 per Share) to the Adviser. That sale was also approved by the unanimous consent of the Funds Board.
The Fund is conducting private offerings (each a Private Offering) of its common stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). At the closing of any Private Offering, each investor will make a capital commitment (a Capital Commitment) to purchase Shares pursuant to a subscription agreement entered into with the Fund. All investors will be committed to the Fund for at least three years from the date of their initial Capital Commitment, subject to the terms described in the Funds Private Placement Memorandum. Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Fund delivers a capital draw-down notice to its investors.
On September 29, 2017, the Fund completed the initial closing (Initial Closing) of its Private Offering after entering into subscription agreements (collectively, the Subscription Agreements) with several investors, providing for the private placement of Shares. At March 31, 2022, the Fund had total Capital Commitments of $515,060,614, of which 25% is unfunded. Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including follow-on investments), for paying the Funds expenses, including fees under the Amended and Restated Advisory Agreement (as defined below), and/or maintaining a reserve account for the payment of future expenses or liabilities.
There were no operating activities from February 6, 2015 to November 15, 2017. As described above, the Fund completed its Initial Closing on September 29, 2017, and commenced operations on November 15, 2017 by issuing its first capital call on December 1, 2017. The Funds fiscal year ends on December 31.
On June 14, 2019, the Adviser established ABPCI Direct Lending Fund CLO VI Ltd (CLO VI), an exempted company incorporated with limited liability under the laws of the Cayman Islands. CLO VI is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements. CLO VI issued Class B, Class C and Subordinated Notes to the Fund through AB PCI Direct Lending Fund CLO VI Depositor LLC, a wholly-owned subsidiary of the Fund established on August 9, 2019.
On February 7, 2020, the Fund and an affiliate of Abbott Capital Management, LLC (Abbott) became members of, ABPCIC Equity Holdings, LLC (ABPCICE), a Delaware limited liability company and a special purpose vehicle designed to invest in private equity investments sourced by Abbott. The Fund is the managing member and owns 100% of the Class L Units and 93% of the Class A Units of ABPCICE. As a result, the Fund consolidates ABPCICE in its consolidated financial statements and records a non-controlling interest of the equity interests in ABPCICE not held by the Fund.
On July 30, 2020, the Adviser established ABPCIC Funding II LLC (ABPCIC Funding II), a Delaware limited liability company. ABPCIC Funding II is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements commencing from the date of its formation.
On February 11, 2021, the Adviser established ABPCIC Funding III LLC (ABPCIC Funding III), a Delaware limited liability company. ABPCIC Funding III is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements commencing from the date of its formation.
The Fund has established certain consolidated subsidiaries that are subject to U.S. federal and state corporate level income taxes to hold certain equity or equity-like investments in portfolio companies.
27
2. Significant Accounting Policies
The Fund is an investment company under accounting principles generally accepted in the United States of America (GAAP) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946, Financial Services Investment Companies. The Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, we have not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year.
The functional currency of the Fund is U.S. dollars and these consolidated financial statements have been prepared in that currency.
Consolidation
The Fund will generally consolidate any wholly or substantially owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Funds investment operations and to facilitate the execution of the Funds investment strategy. Accordingly, the Fund consolidated the results of its wholly or substantially owned subsidiaries in its consolidated financial statements. The portion of net assets that is attributable to non-controlling interest in ABPCICE is presented as Non-Controlling Interest in ABPCIC Equity Holdings, LLC, a component of total equity, on the Funds consolidated statements of assets and liabilities. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current presentation, with no significant effect on our financial condition, results of operations or cash flows.
Valuation of Investment Companies
Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value (NAV) supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the practical expedient, as defined by ASC 820. NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment companys underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum.
Cash and Cash Equivalents
Cash consists of demand deposits and money market accounts. Cash is carried at cost, which approximates fair value. The Fund maintains deposits of its cash with financial institutions, and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Fund considers all highly liquid investments, with original maturities of less than ninety days, as cash equivalents.
Revenue Recognition
Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the managements judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.
28
Realized gains and losses on investment transactions are determined on the specific identification method.
Certain investments in debt securities may contain a contractual payment-in-kind (PIK) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investments credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investments maturity date or call date.
The Fund may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These fees and any other income are recognized as earned. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
Non-Accrual Investments
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon managements judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in managements judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2022, the Fund had certain investments held in two portfolio companies on non-accrual status, which represented 0.81% and 0.21% of the total investments (excluding investments in cash equivalents, if any) at amortized cost and at fair value. As of December 31, 2021, the Fund had certain investments held in one portfolio company on non-accrual status, which represented 0.48% and 0.13% of the total investments (excluding investments in cash equivalents, if any) at amortized cost and at fair value.
Credit Facility Related Costs, Expenses and Deferred Financing Costs
The Revolving Credit Facilities (as defined in Note 4) are recorded at carrying value, which approximates fair value. Interest expense and unused commitment fees on the Revolving Credit Facilities are recorded on an accrual basis. Unused commitment fees are included in interest and borrowing expenses in the consolidated statements of operations. Deferred financing costs include capitalized expenses related to the closing of the Revolving Credit Facilities. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and borrowing expenses in the consolidated statements of operations, with any unamortized amounts included in deferred financing costs on the consolidated statements of assets and liabilities.
Notes Payable Related Costs, Expenses and Unamortized Debt Issuance Costs
The Notes (as defined in Note 4) are recorded at carrying value. Interest expense on notes payable is recorded on an accrual basis. Debt issuance costs relating to notes payable are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included as a direct reduction of the carrying value of the notes payable (i.e. a contra liability).
Upon early termination or partial principal pay down of the Notes, the unamortized costs related to the Notes are accelerated into interest and borrowing expenses on the Funds consolidated statements of operations.
Secured Borrowings
The Fund may finance the purchase of certain investments through sale/buy-back agreements. In a sale/buy-back agreement, the Fund enters into a trade to sell an investment and contemporaneously enters into a trade to buy the same investment back on a specified date in the future with the same counterparty. The Fund uses sale/buy-back agreements as a short-term financing alternative to its existing Revolving Credit Facilities. The Fund accounts for its sale/buy-back agreements (the Secured Borrowings) as secured borrowings and continues to present the investment as an asset and the obligation to return the cash received as a liability within secured borrowings on the consolidated statements of assets and liabilities. Interest income earned on investments pledged under sale/buy-back agreements and financing charges associated with the sale/buy-back agreements are included within interest income and interest and borrowing expenses, respectively, on the consolidated statements of operations. Accrued interest receivable on investments and accrued financing charges on the sale/buy-back agreements are included within interest receivable and interest and borrowing expenses payable, respectively, on the consolidated statements of assets and liabilities.
29
Income Taxes
ASC 740, Accounting for Uncertainty in Income Taxes (ASC 740) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Funds tax returns to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior two years), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.
The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least 90% of its investment company taxable income annually, meet diversification and income requirements quarterly, meet gross income requirements annually and file Form 1120-RIC, as provided by the Code. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. The Fund will accrue excise tax on estimated undistributed taxable income as required. For the three months ended March 31, 2022 and 2021, the Fund accrued excise taxes of $0 and $0, respectively. As of March 31, 2022, and December 31, 2021, $0 and $0, respectively, of accrued excise taxes remained payable. For the three months ended March 31, 2022 and 2021, the Fund accrued income taxes of $308,827 and $0, respectively.
The Fund may be subject to taxes imposed by countries in which the Fund invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned.
The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years.
Certain of the Funds consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses recorded during the reporting period. Actual results could differ from those estimates and such differences could be material.
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholders tax basis in its Shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Funds annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Fund intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of the Funds taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Funds distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Fund will be able to declare such distributions in future periods.
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The Fund has adopted a dividend reinvestment plan that provides for stockholders to receive dividends or other distributions declared by the Board in cash unless a stockholder elects to opt in to the dividend reinvestment plan. As a result, if the Board declares a cash distribution, then the stockholders who have opted in to the dividend reinvestment plan will have their cash distributions automatically reinvested in additional Shares, rather than receiving the cash distribution.
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). This update provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. The amendments in this update are optional and effective from March 12, 2020 through December 31, 2022. Management is currently evaluating whether to employ the optional expedients or exceptions in ASU 2020-04, and have not used the expedients or exceptions for the three months ended March 31, 2022.
3. Related Party Transactions
Advisory Agreement
On November 13, 2019, the Fund entered into the amended and restated advisory agreement (the Amended and Restated Advisory Agreement), replacing the advisory agreement the Fund entered into with the Adviser on July 27, 2017 (the Advisory Agreement), pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of 1.50%. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets is calculated by taking the average of the amount of assets of the Fund at the beginning and end of each month that occurs during the calculation period. The base management fee is calculated and paid quarterly in arrears but will be accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid.
On March 24, 2022, the Fund entered in to the second amended and restated investment advisory agreement (the Second Amended and Restated Advisory Agreement), replacing the Amended and Restated Advisory Agreement pursuant to which effective March 24, 2022 the base management fee shall be calculated at an annual rate of 1.375%. On March 24, 2022, the Fund and the Adviser also entered into a fee waiver letter pursuant to which the Adviser has agreed to waive a portion of the management fee in excess of the base management fee calculated at the reduced annual rate of 1.375% for the period January 1, 2022 through March 24, 2022.
For the three months ended March 31, 2022, the Fund incurred a management fee of $3,402,792, of which $283,566 was waived by the Adviser. For the three months ended March 31, 2021, the Fund incurred a management fee of $2,069,181, of which $183,001 was voluntarily waived by the Adviser. As of March 31, 2022, and December 31, 2021, $3,119,226 and $2,653,052, respectively, of accrued management fee remained payable.
The Fund will also pay the Adviser an incentive fee that provides the Adviser with a share of the income that the Adviser generates for the Fund. The incentive fee will consist of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.
Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Funds net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees (Pre-incentive Fee Net Investment Income or PIFNII) for the quarter, as further described below. PIFNII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Fund receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Funds operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the Administration Agreement) we have entered into with State Street Bank and Trust (the Administrator), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee, as well as the capital gains incentive fee (described below), accrued under GAAP). PIFNII also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not under any obligation to reimburse the Fund for any part of the income-based incentive fees it received that was based on accrued interest that the Fund never actually received.
PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the income-based incentive fee, it is possible that the Fund may accrue such income-based incentive fee in a quarter where the Fund incurs a net loss. For example, if the Fund receives PIFNII in excess of a hurdle rate (as defined below) for a
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quarter, the Fund will accrue the applicable income-based incentive fee even if the Fund has incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in this situation, subject to the restrictions detailed at the end of this section.
PIFNII, expressed as a rate of return on the average value of the Funds net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) as of the first day of each month during the course of the immediately preceding calendar quarter, will be compared to various hurdle rates, with the income-based incentive fee rate of return increasing at each hurdle rate.
Description of Quarterly Incentive Fee Calculations
The Fund pays the Adviser an income-based incentive fee with respect to PIFNII in each calendar quarter as follows:
| No income-based incentive fee in any calendar quarter in which PIFNII does not exceed 1.5% per quarter (6% per annum), the 6% Hurdle Rate; |
| 100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 6% Hurdle Rate but is less than 1.67% in any calendar quarter (the 6% Catch-up Cap), approximately 6.67% per annum. This portion of PIFNII (which exceeds the 6% Hurdle Rate but is less than the 6% Catch-up Cap) is referred to as the 6% Catch-up. The 6% Catch-up is meant to provide the Adviser with 10.0% of the PIFNII as if hurdle rate did not apply if this net investment income exceeded 1.67% but was less than 1.94% in any calendar quarter; and |
| 10.0% of the amount of PIFNII, if any, that exceeds the 6% Catch-up Cap, but is less than 1.94% (the 7% Hurdle Rate), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of the PIFNII until the amount of PIFNII exceeds 1.94%, approximately 7.78% per annum; and |
| 100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 7% Hurdle Rate but is less than 2.06% in any calendar quarter (the 7% Catch-up Cap), approximately 8.24% per annum. This portion of PIFNII (which exceeds the 7% Hurdle Rate but is less than the 7% Catch-up Cap) is referred to as the 7% Catch-up. The 7% Catch-up is meant to provide the Adviser with 15.0% of the PIFNII as if a hurdle rate did not apply if this net investment income exceeded 2.06% but was less than 2.35% in any calendar quarter; and |
| 15.0% of the amount of PIFNII, if any, that exceeds the 7% Catch-up Cap, but is less than 2.35% (the 8% Hurdle Rate, approximately 9.41% per annum). The 8% Hurdle Rate is meant to limit the Adviser to 15% of the PIFNII until the amount of PIFNII exceeds 2.35%, approximately 9.41% per annum; and |
| 100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 8% Hurdle Rate but is less than 2.50% in any calendar quarter (the 8% Catch-up Cap), approximately 10% per annum. This portion of PIFNII (which exceeds the 8% Hurdle Rate but is less than the 8% Catch-up cap) is referred to as the 8% Catch-up. The 8% Catch-up is meant to provide the Adviser with 20.0% of the PIFNII as if a hurdle rate did not apply if this net investment income exceeded 2.50% in any calendar quarter; and |
| 20.0% of the amount of PIFNII, if any, that exceeds 2.50% in any calendar quarter. |
For the three months ended March 31, 2022 and March 31, 2021, the Fund incurred income based incentive fees of $1,931,939 and $641,062, respectively. As of March 31, 2022 and December 31, 2021, $1,931,939 and $1,377,288, respectively, of accrued income-based incentive fees remained payable.
The capital gains fee shall be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), and will equal 20.0% of the Companys aggregate cumulative realized capital gains, if any, from the date of the Companys election to be regulated as a BDC through the end of each calendar year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation, less the aggregate amount of any previously paid capital gain Incentive Fees, with respect to each of the investments in the Companys portfolio. The Companys aggregate cumulative realized capital gains will not include any unrealized appreciation. The capital gains fee is not subject to any minimum return to stockholders. If such amount is negative, then no Capital Gains Fee will be payable for such year. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.
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For the three months ended March 31, 2022, the Fund reduced the previously recognized capital gains incentive fee under GAAP by $(546,733), which was not realized. There was no capital gains incentive fee under GAAP recognized for the three months ended March 31, 2021.
The amount of capital gains incentive fee expense related to a hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Funds portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Funds overall investment results.
The Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the PIFNII, and (b) the realized capital gain / loss and (c) unrealized capital appreciation/ depreciation expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the Amended and Restated Advisory Agreement.
Administration Agreement and Expense Reimbursement Agreement
We have entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the Expense Reimbursement Agreement) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services. We will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.
Expense Support and Conditional Reimbursement Agreement
On September 29, 2017, the Fund and the Adviser entered into an agreement (the Expense Support and Conditional Reimbursement Agreement) to limit certain of the Funds Operating Expenses, as defined below, to no more than 1.5% of the Funds average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an Expense Payment) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a Reimbursement Payment), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Funds average quarterly gross assets, is referred to as the Percentage Limit.
Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Funds average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, Operating Expenses means the Funds Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and stockholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and Total Operating Expenses means all of the Funds operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.
However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Funds Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, Effective Rate of Distributions Per Share means the annualized rate (based on a 365- day year) of regular cash distributions per Share exclusive of returns of capital, distribution rate reductions due to distribution and stockholder fees, and declared special dividends or special distributions, if any. The Operating Expense Ratio is calculated by dividing Operating Expenses in any quarter by the Funds average net assets in such quarter.
The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Amended and Restated Advisory Agreement, or (b) the Board of the Fund making a determination to dissolve or liquidate the Fund.
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Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement, that have not been reimbursed by the Fund to the Adviser.
As of March 31, 2022, the amount of Expense Payments provided by the Adviser since inception is $4,874,139. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:
For the Quarters Ended |
Amount of Expense Support |
Amount of Reimbursement Payment |
Amount of Unreimbursed Expense Support |
Effective Rate of Distribution per Share (1) |
Reimbursement Eligibility Expiration |
Percentage Limit (2) |
||||||||||||||||||
September 30, 2017 |
$ | 1,002,147 | $ | 1,002,147 | $ | | n/a | September 30, 2020 | 1.5 | % | ||||||||||||||
December 31, 2017 |
1,027,398 | 1,027,398 | | n/a | December 31, 2020 | 1.5 | % | |||||||||||||||||
March 31, 2018 |
503,592 | 503,592 | | n/a | March 31, 2021 | 1.5 | % | |||||||||||||||||
June 30, 2018 |
1,086,482 | 755,992 | 330,490 | 4.787 | % | June 30, 2021 | 1.0 | % | ||||||||||||||||
September 30, 2018 |
462,465 | 462,465 | | 4.715 | % | September 30, 2021 | 1.0 | % | ||||||||||||||||
December 31, 2018 |
254,742 | | 254,742 | 6.762 | % | December 31, 2021 | 1.0 | % | ||||||||||||||||
March 31, 2019 |
156,418 | 156,418 | | 5.599 | % | March 31, 2022 | 1.0 | % | ||||||||||||||||
June 30, 2019 |
259,263 | 259,263 | | 6.057 | % | June 30, 2022 | 1.0 | % | ||||||||||||||||
September 30, 2019 |
31,875 | 31,875 | | 5.154 | % | September 30, 2022 | 1.0 | % | ||||||||||||||||
December 31, 2019 |
| | | 6.423 | % | December 31, 2022 | 1.0 | % | ||||||||||||||||
March 31, 2020 |
89,757 | | 89,757 | 10.170 | % | March 31, 2023 | 1.0 | % | ||||||||||||||||
June 30, 2020 |
| | | 5.662 | % | June 30, 2023 | 1.5 | % | ||||||||||||||||
September 30, 2020 |
| | | 6.063 | % | September 30, 2023 | 1.5 | % | ||||||||||||||||
December 31, 2020 |
| | | 6.266 | % | December 31, 2023 | 1.5 | % | ||||||||||||||||
March 31, 2021 |
| | | 6.241 | % | March 31, 2024 | 1.0 | % | ||||||||||||||||
June 30, 2021 |
| | | 6.219 | % | June 30, 2024 | 1.0 | % | ||||||||||||||||
September 30, 2021 |
| | | 6.503 | % | September 30, 2024 | 1.0 | % | ||||||||||||||||
December 31, 2021 |
| | | 5.706 | % | December 31, 2024 | 1.0 | % | ||||||||||||||||
March 31, 2022 |
| | | 9.483 | % | March 31, 2025 | 1.0 | % | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 4,874,139 | $ | 4,199,150 | $ | 674,989 | ||||||||||||||||||
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(1) | The effective rate of distribution per Share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular quarterly cash distributions per Share as of such date without compounding), divided by the Funds gross offering price per Share as of such date. |
(2) | Represents the actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Funds average quarterly gross assets. |
Transfer Agency Agreement
On September 26, 2017, the Fund and Alliance Bernstein Investor Services, Inc. (ABIS), an affiliate of the Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.
For the three months ended March 31, 2022 and March 31, 2021, the Fund accrued $25,676 and $16,386, respectively, in transfer agent fees. As of March 31, 2022 and December 31, 2021, $25,676 and $23,019, respectively, of accrued transfer agent fees remained payable.
4. Borrowings
Credit Facilities
On November 15, 2017, the Fund entered into a credit agreement (the HSBC Credit Agreement) to establish a revolving credit facility (the HSBC Credit Facility) with HSBC Bank USA, National Association (HSBC) as administrative agent (the HSBC Administrative Agent). The maximum commitment amount (the HSBC Maximum Commitment) under the HSBC Credit Facility was initially $30 million and may be increased in a minimum amount of $10 million and in $5 million increments thereof with the consent of HSBC or reduced upon request of the Fund. As of January 31, 2019, the Fund has increased the HSBC Maximum Commitment to $50 million. So long as no request for borrowing is outstanding, the Fund may terminate the lenders commitments (the Commitments) or reduce the HSBC Maximum Commitment by giving prior irrevocable written notice to the HSBC Administrative Agent. Any reduction of the HSBC Maximum Commitment shall be in an amount equal to $10 million or multiples thereof; and in no event shall a reduction by the Fund reduce the Commitments to $35 million or less (in each defined terms to says HSBC case, except for a termination of all the Commitments).
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Borrowings under the HSBC Credit Agreement bear interest, at the Funds election at the time of drawdown, at a rate per annum equal to (i) with respect to LIBOR Rate Loans (as defined in the HSBC Credit Agreement), Adjusted LIBOR (as defined in the HSBC Credit Agreement) for the applicable Interest Period (as defined in the HSBC Credit Agreement); and (ii) with respect to Reference Rate Loans (as defined in the HSBC Credit Agreement), the greatest of: (x) the rate of interest per annum publicly announced from time to time by HSBC as its prime rate, (y) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, plus two hundred basis points (2.00%), provided that if such rate is not so published for any day that is a Business Day (as defined in the HSBC Credit Agreement), the average of the quotation for such day on such transactions received by the HSBC Administrative Agent, from three (3) Federal funds brokers of recognized standing selected by the HSBC Administrative Agent and, upon request of Borrowers (as defined in the HSBC Credit Agreement), with notice of such quotations to the Borrowers and (z) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus one hundred ninety basis points (1.90%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments.
On November 10, 2020, the Fund entered into an amendment to the HSBC Credit Agreement (the HSBC Credit Agreement Amendment) concerning the HSBC Credit Facility. The HSBC Credit Agreement Amendment (i) extended the maturity date of the HSBC Credit Facility from November 11, 2020 to November 9, 2021, and (ii) inserted a provision permitting the Fund and the HSBC Administrative Agent to, upon the occurrence of certain conditions, amend the HSBC Credit Agreement to replace references to LIBOR with references to an alternate benchmark rate that may include a forward-looking rate based on the Secured Overnight Financing Rate or another alternate benchmark rate subject to certain conditions.
On July 8, 2021, the Fund terminated the HSBC Credit Agreement and all outstanding loans thereunder were repaid and all obligations thereunder were released and terminated. Concurrent with the termination of the HSBC Credit Agreement, the Fund entered into Joinder and Third Amendment to Revolving Credit Agreement (the HSBC Joinder), with HSBC as administrative agent and a lender, and each of the parties listed thereto, pursuant to which the Fund became party to a subscription financing facility (the 2021 HSBC Credit Facility) evidenced by Revolving Credit Agreement, dated as of June 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the 2021 HSBC Credit Agreement), by and among AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P., an affiliate of the Fund, as initial borrower, AB-Abbott Private Equity Investors G.P. L.P., an affiliate of the Fund, as initial general partner, the banks and financial institutions from time to time party thereto as lenders, and HSBC as administrative agent. The Fund Group Facility Sublimit (as defined in the 2021 HSBC Credit Agreement) applicable to the Fund under the 2021 HSBC Credit Facility is $50 million. Borrowings under the 2021 HSBC Credit Facility bear interest at a rate per annum equal to (i) with respect to LIBOR Rate Loans, Adjusted LIBOR (as defined in the 2021 HSBC Credit Agreement) for the applicable Interest Period (as defined in the 2021 HSBC Credit Agreement) and (ii) with respect to Reference Rate Loans (as defined in the 2021 HSBC Credit Agreement), the Reference Rate (as defined in the 2021 HSBC Credit Agreement) in effect from day to day. The Fund will also pay an unused commitment fee of 0.35%. Proceeds under the 2021 HSBC Credit Agreement may be used for any purpose permitted under the Funds organizational documents, including general corporate purposes such as the making of investments. The 2021 HSBC Credit Agreement contains certain customary covenants and events of default, with customary cure and notice provisions. As of March 31, 2022, the Fund is in compliance with these covenants. The Funds obligations under the 2021 HSBC Credit Agreement are secured by the Capital Commitments and capital contributions. The 2021 HSBC Credit Agreement will mature on June 10, 2022.
On October 15, 2020, ABPCIC Funding II entered into a revolving credit facility (the Synovus Credit Facility) with Synovus Bank, Specialty Finance Division (Synovus), as facility agent, and U.S. Bank, National Association (U.S. Bank), as collateral agent (in such capacity, the Synovus Collateral Agent), collateral custodian (in such capacity, the Synovus Collateral Custodian) and securities intermediary (in such capacity, the Synovus Securities Intermediary). On April 16, 2021, pursuant to an amendment to the loan financing and servicing agreement (the Synovus Loan Agreement), the Fund increased the commitment of the existing lender by $20,000,000 from $100,000,000 to $120,000,000 and added WebBank as an additional lender with a commitment of $30,000,000.
On December 31, 2021, pursuant to an amendment to the Synovus Loan Agreement, ABPCIC Funding II added Axos Bank as an additional lender with a commitment of $50,000,000.
The Synovus Credit Facility provides for borrowings in an aggregate amount up to $200,000,000. Borrowings under the Synovus Credit Facility bear interest based on an annual adjusted LIBOR for the relevant interest period or the applicable replacement thereto provided, plus an applicable spread. Interest is payable quarterly in arrears. Any amounts borrowed under the Synovus Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) October 15, 2025 (or such later date mutually agreed to by ABPCIC Funding II and Synovus) or (ii) upon certain events which result in accelerated maturity under the agreements establishing the Synovus Credit Facility. Borrowing under the Synovus Credit Facility is subject to certain restrictions contained in the 1940 Act.
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Borrowings under the Synovus Credit Facility are secured by all of the assets held by ABPCIC Funding II. Pursuant to the agreements establishing the Synovus Credit Facility, the Adviser will perform certain duties with respect to the purchase and management of the assets securing the Synovus Credit Facility. The Adviser will not receive a fee for these services so long as the Adviser or an affiliate thereof continues providing such services. ABPCIC Funding II will reimburse all reasonable expenses, disbursements and advances incurred or made by the Adviser in the performance of its obligations relating to the Synovus Credit Facility.
All of the collateral pledged to the lenders by ABPCIC Funding II under the Synovus Credit Facility is held in the custody of the Synovus Collateral Custodian or the Synovus Securities Intermediary. The Synovus Collateral Custodian will maintain and perform certain custodial services with respect to the collateral pledged to support the Synovus Credit Facility. As compensation for the services rendered by U.S. Bank in its capacities as Synovus Collateral Custodian and Synovus Collateral Agent, ABPCIC Funding II will pay U.S. Bank, on a quarterly basis, customary fee amounts and reimburse U.S. Bank for its reasonable out-of-pocket expenses. The Synovus Credit Facility contains certain customary covenants and events of default, with customary cure and notice provisions. As of March 31, 2022, the Fund is in compliance with these covenants.
On March 24, 2021, ABPCIC Funding III entered into a warehouse financing transaction (the Natixis Credit Facility, and together with the HSBC Credit Facility, the 2021 HSBC Credit Facility and the Synovus Credit Facility, the Revolving Credit Facilities) with Natixis, New York Branch, as administrative agent (in such capacity, the Natixis Administrative Agent) and U.S. Bank, as collateral agent (in such capacity, the Natixis Collateral Agent), collateral administrator (in such capacity, the Natixis Collateral Administrator) and custodian (in such capacity, the Natixis Custodian). In connection with the Natixis Credit Facility, ABPCIC Funding III entered into, among other agreements, (i) the credit agreement (the Natixis Credit Agreement) among ABPCIC Funding III, the lenders referred to therein, the Natixis Administrative Agent, the Natixis Collateral Agent, the Natixis Collateral Administrator and the Natixis Custodian, (ii) the account control agreement (the Natixis Account Control Agreement) among ABPCIC Funding III, as debtor, the Natixis Collateral Agent, as secured party, and U.S. Bank National Association, as securities intermediary (in such capacity, the Natixis Securities Intermediary), (iii) the collateral management agreement (the Natixis Collateral Management Agreement), between ABPCIC Funding III and the Adviser, as collateral manager (in such capacity, the Natixis Collateral Manager), (iv) the collateral administration agreement (the Natixis Collateral Administration Agreement), among ABPCIC Funding III, the Natixis Collateral Manager and the Natixis Collateral Administrator and (v) the master loan sale and contribution agreement (the Natixis Transfer Agreement) between ABPCIC Funding III and the Fund.
On July 1, 2021, ABPCIC Funding III entered into an amendment to the Natixis Credit Agreement providing for, among other things, an upsize of the aggregate principal amount of the commitments under the Natixis Credit Agreement from $100,000,000 to $150,000,000. On November 5, 2021, pursuant to an amendment to Natixis Credit Agreement, the Fund increased the commitment of the existing lender by $75,000,000 from $150,000,000 to $225,000,000. On March 4, 2022, pursuant to Amendment No 4 to the Natixis Credit Agreement, ABPCIC Funding III increased the commitment by $25,000,000 from $225,000,000 to $250,000,000.
The Natixis Credit Facility provides for borrowings in an aggregate amount up to $250,000,000. Borrowings under the Natixis Credit Agreement will bear interest based on an annual adjusted SOFR for the relevant interest period plus an applicable spread. Interest is payable quarterly in arrears. Any amounts borrowed under the Natixis Credit Agreement will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) March 24, 2031 (or such later date mutually agreed to by ABPCIC Funding III and the Natixis Administrative Agent) or (ii) upon certain other events which result in accelerated maturity under the Natixis Credit Facility. Borrowing under the Natixis Credit Facility is subject to certain restrictions contained in the 1940 Act.
Borrowings under the Natixis Credit Agreement are secured by all of the assets held by ABPCIC Funding III. Pursuant to the Natixis Collateral Management Agreement, the Natixis Collateral Manager will perform certain duties with respect to the purchase and management of the assets securing the Natixis Credit Facility. The Natixis Collateral Manager will not receive a fee for these services so long as the Adviser or an affiliate thereof continues providing such services. ABPCIC Funding III will reimburse the expenses incurred by the Natixis Collateral Manager in the performance of its obligations under the Natixis Collateral Management Agreement other than any ordinary overhead expenses, which shall not be reimbursed. ABPCIC Funding III has made customary representations and warranties under the Natixis Collateral Management Agreement and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
All of the collateral pledged to the lenders by ABPCIC Funding III under the Natixis Credit Agreement is held in the custody of the Natixis Custodian under the Natixis Account Control Agreement. The Natixis Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to the Natixis Collateral Administration Agreement. As compensation for the services rendered by the Natixis Collateral Administrator, ABPCIC Funding III will pay the Natixis Collateral Administrator, on a quarterly basis, customary fee amounts and reimburse the Natixis Collateral Administrator for its reasonable out-of-pocket expenses. The Natixis Collateral Administration Agreement and the obligations of the Natixis Collateral Administrator will continue until the earlier of (i) the liquidation of the collateral and the final distribution of the proceeds of such liquidation, (ii) the date on which all obligations have been paid in full or (iii) the termination of the Natixis Collateral Management Agreement.
36
The Funds outstanding borrowings through the Revolving Credit Facilities as of March 31, 2022 were as follows:
Aggregate Borrowing Amount Committed |
Outstanding Borrowing |
Amount Available |
Carrying Value |
|||||||||||||
HSBC |
$ | 50,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 25,000,000 | ||||||||
Synovus |
200,000,000 | 163,300,000 | 36,700,000 | 163,300,000 | ||||||||||||
Natixis |
250,000,000 | 220,300,000 | 29,700,000 | 220,300,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 500,000,000 | $ | 408,600,000 | $ | 91,400,000 | $ | 408,600,000 | ||||||||
|
|
|
|
|
|
|
|
The Funds outstanding borrowings through the Revolving Credit Facilities as of December 31, 2021 were as follows:
Aggregate Borrowing Amount Committed |
Outstanding Borrowing |
Amount Available |
Carrying Value |
|||||||||||||
HSBC |
$ | 50,000,000 | $ | 40,000,000 | $ | 10,000,000 | $ | 40,000,000 | ||||||||
Synovus |
200,000,000 | 147,300,000 | 52,700,000 | 147,300,000 | ||||||||||||
Natixis |
225,000,000 | 193,300,000 | 31,700,000 | 193,300,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 475,000,000 | $ | 380,600,000 | $ | 94,400,000 | $ | 380,600,000 | ||||||||
|
|
|
|
|
|
|
|
As of March 31, 2022 and December 31, 2021, deferred financing costs were $2,852,031 and $3,438,175, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.
Collateralized Loan Obligations
On August 9, 2019, CLO VI (the Issuer) and ABPCI Direct Lending Fund CLO VI LLC, a limited liability company organized under the laws of the State of Delaware (the Co-Issuer, and together with the Issuer, the Co-Issuers), each a newly formed special purpose vehicle, completed a $300,500,000 term debt securitization (the CLO Transaction). The stated reinvestment date is August 9, 2022.
The CLO Transaction was executed through a private placement and the notes offered (the Notes) that remain outstanding as of March 31, 2022 and December 31, 2021 were as follows:
March 31, 2022 | ||||||||||||
Principal Amount |
Interest Rate |
Carrying Value(1) |
||||||||||
Class A-1 Senior Secured Floating Rate Note (Class A-1) |
$ | 178,200,000 | L + 1.73 | % | $ | 177,866,208 | ||||||
Class A-2A Senior Secured Floating Rate Note (Class A-2A) |
$ | 25,000,000 | L + 2.45 | % | $ | 24,953,165 | ||||||
Class A-2B Senior Secured Fixed Rate Note (Class A-2B) |
$ | 9,950,000 | 4.23 | % | $ | 9,910,693 | ||||||
Class B Secured Deferrable Floating Rate Note (Class B) |
$ | 16,400,000 | L + 3.40 | % | $ | | * | |||||
Class C Secured Deferrable Floating Rate Note (Class C) |
$ | 17,350,000 | L + 4.40 | % | $ | | * | |||||
Subordinated Notes |
$ | 53,600,000 | N/A | $ | | * |
* | Class B, Class C and Subordinated Notes have been eliminated in consolidation. |
(1) | Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $20,661 and $399,273, respectively, as of March 31, 2022 and are reflected on the consolidated statements of assets and liabilities. |
37
December 31, 2021 | ||||||||||||
Principal Amount |
Interest Rate |
Carrying Value(1) |
||||||||||
Class A-1 Senior Secured Floating Rate Note (Class A-1) |
$ | 178,200,000 | L + 1.73 | % | $ | 177,636,864 | ||||||
Class A-2A Senior Secured Floating Rate Note (Class A-2A) |
$ | 25,000,000 | L + 2.45 | % | $ | 24,920,997 | ||||||
Class A-2B Senior Secured Fixed Rate Note (Class A-2B) |
$ | 9,950,000 | 4.23 | % | $ | 9,896,743 | ||||||
Class B Secured Deferrable Floating Rate Note (Class B) |
$ | 16,400,000 | L + 3.40 | % | $ | | * | |||||
Class C Secured Deferrable Floating Rate Note (Class C) |
$ | 17,350,000 | L + 4.40 | % | $ | | * | |||||
Subordinated Notes |
$ | 53,600,000 | N/A | $ | | * |
* | Class B, Class C and Subordinated Notes have been eliminated in consolidation. |
(1) | Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $21,813 and $673,583, respectively, as of December 31, 2021 and are reflected on the consolidated statements of assets and liabilities. |
The Notes are scheduled to mature on August 9, 2030.
The CLO VI indenture provides that the holders of the CLO VI Class A-1, Class A-2A, Class A-2B, Class B and Class C Notes are to receive quarterly interest payments, in arrears, on the 20th day in January, April, July and October of each year, commencing in August 2019.
The Notes are the secured obligations of the Co-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act or any state securities or blue sky laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Adviser serves as collateral manager to the Issuer pursuant to a collateral management agreement between the Adviser and the Issuer (the CLO Collateral Management Agreement). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO Collateral Management Agreement. For the three months ended March 31, 2022, the Fund incurred collateral management fees of $456,498, which was voluntarily waived by the Adviser. For the three months ended March 31, 2021, the Fund incurred collateral management fees of $454,343, which were voluntarily waived by the Adviser.
Secured Borrowings
From time to time, the Fund may engage in sale/buy-back agreements, with Macquarie US Trading LLC (the Macquarie Sale/Buy Back), which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counterparty for the duration of the agreement.
As of March 31, 2022, Secured Borrowings pursuant to the Macquarie Sale/Buy-Back were $5,360,494. As of December 31, 2021, Secured Borrowings pursuant to the Macquarie Sale/Buy-Back were $10,228,115, with a maturity of less than thirty days.
Secured Borrowings outstanding as of March 31, 2022, were as follows:
Loan Name |
Trade Date | Maturity Date |
bps Daily Rate | Amount | ||||||||||
PAW Midco, Inc. |
2/25/2022 | 35 days or less from trade date | 1.03 | $ | 5,360,494 | |||||||||
|
|
|||||||||||||
$ | 5,360,494 | |||||||||||||
|
|
Secured Borrowings outstanding as of December 31, 2021, were as follows:
Loan Name |
Trade Date | Maturity Date |
bps Daily Rate | Amount | ||||||||||
PAW Midco, Inc. |
12/28/2021 | 60 days or less from trade date | 1.03 | $ | 5,328,115 | |||||||||
Veracross LLC |
12/28/2021 | 60 days or less from trade date | 1.03 | 4,900,000 | ||||||||||
|
|
|||||||||||||
$ | 10,228,115 | |||||||||||||
|
|
38
As of March 31, 2022 and December 31, 2021 total outstanding borrowings under the Revolving Credit Facilities, Notes, and Secured Borrowings were $626,690,560 and $603,282,719, respectively.
For the three months ended March 31, 2022 and March 31, 2021, the components of interest and other debt expenses related to the borrowings were as follows:
For the three months ended March 31, |
||||||||
2022 | 2021 | |||||||
Interest and borrowing expenses |
$ | 3,844,607 | $ | 2,069,551 | ||||
Commitment fees |
131,416 | 42,717 | ||||||
Amortization of discount, debt issuance and deferred financing costs |
1,164,762 | 492,785 | ||||||
|
|
|
|
|||||
Total |
$ | 5,140,785 | $ | 2,605,053 | ||||
|
|
|
|
|||||
Weighted average interest rate(1) |
2.65 | % | 2.52 | % | ||||
Average outstanding balance |
$ | 587,636,262 | $ | 333,224,679 |
(1) | Calculated as the amount of the stated interest and borrowing expenses divided by average borrowings during the period. |
5. Fair Value Measurement
In accordance with ASC 820, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability as of the reporting date.
Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Funds own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.
The three-tier hierarchy of inputs is summarized below:
| Level 1 Quoted prices in active markets for identical investments. |
| Level 2 Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
| Level 3 Significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments at the reporting date). |
The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.
The determination of what constitutes observable requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
For certain investments, the Fund uses the net asset value of these investments as a practical expedient to determine their fair value. Due to the uncertainty inherent in valuing such positions, their estimated values could differ significantly from the values that could have been used had a ready market for such positions existed.
Valuation of Investments
Investments are valued at fair value as determined in good faith by our Board, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily available market quotation under a valuation policy. This valuation process is conducted at the end of each fiscal quarter.
39
The fair values of loan investments based upon pricing data vendors or observable market price quotations are generally categorized as Level 2; however, those priced using models with significant unobservable inputs are categorized as Level 3.
In determining the fair value of the Funds Level 3 debt and equity positions, the Adviser and the independent valuation firms use the following factors where relevant: loan to value (LTV) based on an enterprise value determined using the original purchase price, public equity comparable, recent M&A transaction, and a discounted cash flow (DCF) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes (comparable yields).
Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material.
The following tables summarize the valuation of the Funds investments as of March 31, 2022:
Assets* |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash Equivalents |
||||||||||||||||
Investment Companies |
$ | 27,552,318 | $ | | $ | | $ | 27,552,318 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 27,552,318 | $ | | $ | | $ | 27,552,318 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Assets* |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
1st Lien/Senior Secured Debt |
$ | | $ | | $ | 912,966,725 | $ | 912,966,725 | ||||||||
2nd Lien/Junior Secured Debt |
| | 10,867,145 | 10,867,145 | ||||||||||||
Preferred Stock |
| | 14,807,019 | 14,807,019 | ||||||||||||
Common Stock |
915,103 | | 6,530,433 | 7,445,536 | ||||||||||||
Warrants |
8,065 | | 1,112,346 | 1,120,411 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 923,168 | $ | | $ | 946,283,668 | $ | 947,206,836 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Investments valued at NAV as a practical expedient# |
2,979,068 | |||||||||||||||
|
|
|||||||||||||||
Total assets# |
$ | 950,185,904 | ||||||||||||||
|
|
* | See consolidated schedule of investments for industry classifications. |
# | Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the consolidated statements of assets and liabilities. |
The following table summarizes the valuation of the Funds investments as of December 31, 2021:
Assets* |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash Equivalents |
||||||||||||||||
Investment Companies |
$ | 17,156,786 | $ | | $ | | $ | 17,156,786 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 17,156,786 | $ | | $ | | $ | 17,156,786 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Assets* |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
1st Lien/Senior Secured Debt |
$ | | $ | | $ | 859,412,243 | $ | 859,412,243 | ||||||||
2nd Lien/Junior Secured Debt |
| | 10,677,299 | 10,677,299 | ||||||||||||
Preferred Stock |
| | 12,563,914 | 12,563,914 | ||||||||||||
Common Stock |
1,220,199 | | 4,695,735 | 5,915,934 | ||||||||||||
Warrants |
12,335 | | 1,111,543 | 1,123,878 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,232,534 | $ | | $ | 888,460,734 | $ | 889,693,268 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Investments valued at NAV as a practical expedient# |
2,887,725 | |||||||||||||||
|
|
|||||||||||||||
Total assets# |
$ | 892,580,993 | ||||||||||||||
|
|
* | See consolidated schedule of investments for industry classifications. |
# | Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the consolidated statements of assets and liabilities. |
40
The following is a reconciliation of Level 3 assets for the three months ended March 31, 2022:
1st Lien/Senior Secured Debt |
2nd Lien/ Junior Secured Debt |
Common Stock |
Preferred Stock |
Warrants | Total | |||||||||||||||||||
Balance as of December 31, 2021 |
$ | 859,412,243 | $ | 10,677,299 | $ | 4,695,735 | $ | 12,563,914 | $ | 1,111,543 | $ | 888,460,734 | ||||||||||||
Purchases (including PIK) |
85,935,069 | 220,045 | 1,854,602 | 811,437 | | 88,821,153 | ||||||||||||||||||
Sales and principal payments |
(29,784,473 | ) | | (86,556 | ) | | (170,890 | ) | (30,041,919 | ) | ||||||||||||||
Realized Gain (Loss) |
649 | | | | 170,890 | 171,539 | ||||||||||||||||||
Net Amortization of Premium/Discount |
1,383,970 | 5,273 | | | | 1,389,243 | ||||||||||||||||||
Transfers In |
| | 426,294 | | | 426,294 | ||||||||||||||||||
Transfers Out |
| | (433,207 | ) | | | (433,207 | ) | ||||||||||||||||
Net Change in Unrealized Appreciation (Depreciation) |
(3,980,733 | ) | (35,472 | ) | 73,565 | 1,431,668 | 803 | (2,510,169 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of March 31, 2022 |
$ | 912,966,725 | $ | 10,867,145 | $ | 6,530,433 | $ | 14,807,019 | $ | 1,112,346 | $ | 946,283,668 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Change in Unrealized Appreciation (Depreciation) for Investments Still Held |
$ | (1,488,016 | ) | $ | (35,472 | ) | $ | 73,565 | $ | 1,431,668 | $ | 228,422 | $ | 210,167 |
For the three months ended March 31, 2022, amounts of $426,294 of Common Stock were transferred into Level 3 from Investments valued at NAV as a practical expedient due to the decreased transparency of the price inputs used in the valuation of these positions. Further amounts of $433,207 of Common Stock were transferred out of Level 3 but into no other level; these positions are now valued using their net asset values as a practical expedient and therefore are excluded from levels 1, 2 or 3.
The following is a reconciliation of Level 3 assets for the year ended December 31, 2021:
1st Lien/Senior Secured Debt |
2nd Lien/ Junior Secured Debt |
Common Stock |
Preferred Stock |
Warrants | Total | |||||||||||||||||||
Balance as of January 1, 2021 |
$ | 511,197,686 | $ | 11,396,369 | $ | 2,375,265 | $ | 7,495,949 | $ | 281,986 | $ | 532,747,255 | ||||||||||||
Purchases (including PIK) |
522,278,127 | | 3,629,491 | 2,928,966 | 225,644 | 529,062,228 | ||||||||||||||||||
Sales and principal payments |
(176,063,522 | ) | (837,931 | ) | (439,932 | ) | (837,355 | ) | | (178,178,740 | ) | |||||||||||||
Realized Gain (Loss) |
(502,569 | ) | | 157,444 | 192,020 | (615,168 | ) | (768,273 | ) | |||||||||||||||
Net Amortization of Premium/Discount |
4,329,462 | 56,863 | | | | 4,386,325 | ||||||||||||||||||
Transfers In |
| | | | | | ||||||||||||||||||
Transfers Out |
(8,354,187 | ) | | (735,350 | ) | | (23,721 | ) | (9,113,258 | ) | ||||||||||||||
Net Change in Unrealized Appreciation (Depreciation) |
6,527,246 | 61,998 | (291,183 | ) | 2,784,334 | 1,242,802 | 10,325,197 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of March 31, 2022 |
$ | 859,412,243 | $ | 10,677,299 | $ | 4,695,735 | $ | 12,563,914 | $ | 1,111,543 | $ | 888,460,734 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Change in Unrealized Appreciation (Depreciation) for Investments Still Held |
$ | 5,536,736 | $ | 65,651 | $ | (324,409 | ) | $ | 2,784,334 | $ | 639,140 | $ | 8,701,452 |
For the year ended December 31, 2021, amounts of $8,354,187 of 1st Lien/Senior Secured Debt were transferred out of Level 3 to Level 2 due to the improved transparency of the price inputs used in the valuation of these positions. Amounts of $23,721 of Warrants were transferred out of Level 3 to Level 1 as readily observable prices are now available for these positions. Further amounts of $735,350 of Common Stock were transferred out of Level 3 but into no other level; these positions are now valued using their net asset values as a practical expedient and therefore are excluded from levels 1, 2 or 3. There were no transfers into Level 3.
The following tables present the ranges of significant unobservable inputs used to value the Funds Level 3 investments as of March 31, 2022 and December 31, 2021, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Funds Level 3 investments.
Fair Value as of March 31, 2022 |
Valuation Techniques |
Unobservable Input |
Range/Input |
Impact to an Increase in | ||||||||
Assets: |
||||||||||||
1st Lien/Senior Secured Debt |
$ | 838,056,558 | Market Yield Analysis |
Market Yield |
5.8% - 16.2% (8.1%) |
Decrease | ||||||
4,306,051 | Market Approach | EBITDA Multiple | 2.7x - 6.6x (3.5x) | Increase | ||||||||
1,122,676 | Liquidation Value | Asset Value | N/A | Increase | ||||||||
69,481,440 | Recent Purchase | Purchase Price | N/A | N/A |
41
Fair Value as of March 31, 2022 |
Valuation Techniques |
Unobservable Input |
Range/Input |
Impact to an Increase in | ||||||||
2nd Lien/Junior Secured Debt |
10,867,145 | Market Yield Analysis | Market Yield | 9.3% - 10.7% (10.4%) |
Decrease | |||||||
Common Stock |
4,111,898 | Market Approach | EBITDA Multiple | 9.0x - 18.5x (13.0x) |
Increase | |||||||
155,301 | Market Approach | Revenue Multiple | 36.1x | Increase | ||||||||
408,583 | Market Approach | Network Cashflow Multiple | 35.0x | Increase | ||||||||
1,854,651 | Recent Purchase | Purchase Price | N/A | N/A | ||||||||
Preferred Stock |
5,029,004 | Market Approach | EBITDA Multiple | 2.7x - 9.5x (4.3x) | Increase | |||||||
7,232,685 | Market Approach | Revenue Multiple | 4.5x - 18.1x (11.8x) |
Increase | ||||||||
1,737,384 | Market Yield Analysis | Dividend Yield | 13.1% | Increase | ||||||||
807,946 | Recent Purchase | Purchase Price | N/A | N/A | ||||||||
Warrants |
1,112,346 | Market Approach | Revenue Multiple | 7.3x - 18.3x (14.5x) |
Increase | |||||||
|
|
|||||||||||
Total Assets |
$ | 946,283,668 |
(1) | Weighted averages are calculated based on fair value of investments. |
Fair Value as of December 31, 2021 |
Valuation Techniques |
Unobservable Input |
Range/Input |
Impact to an Increase in | ||||||||
Assets: |
||||||||||||
1st Lien/Senior Secured Debt |
$ | 665,565,654 | Market Yield Analysis | Market Yield | 4.7% - 14.6% (7.7%) |
Decrease | ||||||
4,888,622 | Market Approach | EBITDA Multiple | 3.5x - 7.7x (4.7x) | Increase | ||||||||
1,124,564 | Liquidation Value | Asset Value | N/A | Increase | ||||||||
187,833,403 | Recent Purchase | Purchase Price | N/A | N/A | ||||||||
2nd Lien/Junior Secured Debt |
10,677,299 | Market Yield Analysis | Market Yield | 8.5% - 10.2% (9.7%) |
Decrease | |||||||
Common Stock |
1,444,140 | Market Approach | EBITDA Multiple | 8.0x - 16.0x (13.1x) |
Increase | |||||||
163,472 | Market Approach | Revenue Multiple | 36.1x | Increase | ||||||||
439,931 | Market Approach | Network Cashflow Multiple | 37.5x | Increase | ||||||||
2,648,192 | Recent Purchase | Purchase Price | N/A | N/A | ||||||||
Preferred Stock |
3,854,995 | Market Approach | EBITDA Multiple | 3.5x - 10.0x (5.2x) | Increase | |||||||
6,990,517 | Market Approach | Revenue Multiple | 4.4x - 20.0x (12.9x) |
Increase | ||||||||
1,718,402 | Market Yield Analysis | Dividend Yield | 11.5% | Increase | ||||||||
Warrants |
1,103,948 | Market Approach | Revenue Multiple | 1.9x - 18.0x (10.3x) |
Increase | |||||||
7,595 | Recent Purchase | Purchase Price | N/A | N/A | ||||||||
|
|
|||||||||||
Total Assets |
$ | 888,460,734 |
(1) | Weighted averages are calculated based on fair value of investments. |
42
Financial Instruments Disclosed, But Not Carried, At Fair Value
The following table presents the carrying value and fair value of the Funds financial liabilities disclosed, but not carried, at fair value as of March 31, 2022 and the level of each financial liability within the fair value hierarchy.
Carrying Value (1) |
Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Class A-1 Senior Secured Notes |
$ | 177,866,208 | $ | 178,200,000 | $ | | $ | | $ | 178,200,000 | ||||||||||
Class A-2A Senior Secured Notes |
24,953,165 | 25,000,000 | | | 25,000,000 | |||||||||||||||
Class A-2B Senior Secured Notes |
9,910,693 | 9,950,000 | | | 9,950,000 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 212,730,066 | $ | 213,150,000 | $ | | $ | | $ | 213,150,000 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $20,661 and $399,273 as of March 31, 2022 and are reflected on the consolidated statements of assets and liabilities. |
The following table presents the carrying value and fair value of the Funds financial liabilities disclosed, but not carried, at fair value as of December 31, 2021 and the level of each financial liability within the fair value hierarchy.
Carrying Value (1) |
Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Class A-1 Senior Secured Notes |
$ | 177,636,864 | $ | 179,091,000 | $ | | $ | | $ | 179,091,000 | ||||||||||
Class A-2A Senior Secured Notes |
24,920,997 | 25,500,000 | | | 25,500,000 | |||||||||||||||
Class A-2B Senior Secured Notes |
9,896,743 | 10,298,250 | | | 10,298,250 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 212,454,604 | $ | 214,889,250 | $ | | $ | | $ | 214,889,250 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $21,813 and $673,583 as of December 31, 2021 and are reflected on the consolidated statements of assets and liabilities. |
6. Commitments & Contingencies
Commitments
The Fund may enter into commitments to fund investments. As of March 31, 2022, the Adviser believed that the Fund had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Funds consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Fund had the following unfunded commitments by investment types as of March 31, 2022:
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
1st Lien/Senior Secured Debt |
||||||||||||||
5 Bars, LLC |
Delayed Draw Term Loan | 09/27/2022 | $ | 3,448,816 | $ | | ||||||||
5 Bars, LLC |
Revolver | 09/27/2024 | 646,653 | | ||||||||||
AAH Topco, LLC |
Delayed Draw Term Loan | 12/22/2023 | 7,191,076 | (197,755 | ) | |||||||||
AAH Topco, LLC |
Revolver | 12/22/2027 | 787,273 | (13,777 | ) | |||||||||
Accelerate Resources Operating, LLC |
Revolver | 02/24/2026 | 414,764 | | ||||||||||
Activ Software Holdings, LLC |
Revolver | 05/04/2027 | 648,837 | (3,244 | ) | |||||||||
AEG Holding Company, Inc. |
Revolver | 11/20/2023 | 1,116,864 | | ||||||||||
Airwavz Solutions, Inc |
Delayed Draw Term Loan | 03/31/2024 | 3,263,699 | (32,637 | ) | |||||||||
Airwavz Solutions, Inc |
Revolver | 03/31/2027 | 652,740 | (11,423 | ) | |||||||||
American Physician Partners, LLC |
Revolver | 07/21/2022 | 97,681 | | ||||||||||
AMI US Holdings, Inc. |
Revolver | 04/01/2024 | 656,763 | | ||||||||||
Analogic Corporation |
Revolver | 06/22/2023 | 61,111 | (1,833 | ) | |||||||||
AOM Acquisition, LLC. |
Revolver | 02/18/2027 | 1,218,605 | (24,372 | ) | |||||||||
Arrowstream Acquisition Co., Inc. |
Delayed Draw Term Loan | 08/17/2023 | 604,235 | | ||||||||||
Arrowstream Acquisition Co., Inc. |
Revolver | 12/15/2025 | 386,309 | |
43
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
Avant Communications, LLC |
Revolver | 11/30/2026 | $ | 566,910 | $ | (9,921 | ) | |||||||
Avetta, LLC |
Revolver | 04/10/2024 | 494,396 | (1,236 | ) | |||||||||
BAART Programs, Inc. |
Delayed Draw Term Loan | 06/11/2023 | 3,190,661 | (47,860 | ) | |||||||||
Banneker V Acquisition, Inc. |
Revolver | 12/04/2025 | 259,300 | | ||||||||||
BEP Borrower Holdco, LLC |
Revolver | 06/12/2024 | 429,435 | | ||||||||||
BEXP I OG, LLC |
Revolver | 01/25/2027 | 254,434 | (5,089 | ) | |||||||||
BEXP I OG, LLC |
Term Loan | 01/03/2023 | 1,781,035 | (35,621 | ) | |||||||||
Bridgepointe Technologies, LLC |
Delayed Draw Term Loan | 12/31/2023 | 3,887,472 | (38,875 | ) | |||||||||
Bridgepointe Technologies, LLC |
Delayed Draw Term Loan | 06/30/2022 | 907,180 | (13,608 | ) | |||||||||
Bridgepointe Technologies, LLC |
Revolver | 12/31/2027 | 777,494 | (15,550 | ) | |||||||||
Brightspot Buyer, Inc |
Revolver | 11/16/2027 | 680,292 | (11,905 | ) | |||||||||
BusinesSolver.com, Inc. |
Delayed Draw Term Loan | 12/01/2023 | 1,986,913 | (24,836 | ) | |||||||||
Captain Ds, Inc. |
Revolver | 12/15/2023 | 195,053 | | ||||||||||
Choice Health At Home, LLC, |
Delayed Draw Term Loan | 12/29/2026 | 2,308,549 | (17,314 | ) | |||||||||
Coding Solutions Acquisition, Inc. |
Delayed Draw Term Loan | 12/31/2022 | 2,443,965 | | ||||||||||
Coding Solutions Acquisition, Inc. |
Revolver | 12/31/2025 | 46,552 | | ||||||||||
Community Based Care Acquisition, Inc. |
Delayed Draw Term Loan | 09/16/2023 | 1,854,175 | (4,636 | ) | |||||||||
Community Based Care Acquisition, Inc. |
Revolver | 09/16/2027 | 388,716 | (3,887 | ) | |||||||||
Community Brands Parentco, LLC |
Delayed Draw Term Loan | 02/24/2024 | 834,415 | (8,344 | ) | |||||||||
Community Brands Parentco, LLC |
Revolver | 02/24/2028 | 417,208 | (8,344 | ) | |||||||||
Coretelligent Intermediate LLC |
Delayed Draw Term Loan | 10/21/2023 | 3,799,263 | (9,498 | ) | |||||||||
Coretelligent Intermediate LLC |
Revolver | 10/21/2027 | 1,266,421 | (12,664 | ) | |||||||||
Cybergrants Holdings, LLC |
Delayed Draw Term Loan | 09/08/2023 | 3,419,390 | (25,645 | ) | |||||||||
Cybergrants Holdings, LLC |
Revolver | 09/08/2027 | 345,525 | (5,183 | ) | |||||||||
Datacor, Inc. |
Delayed Draw Term Loan | 03/31/2024 | 2,545,283 | (12,726 | ) | |||||||||
Datacor, Inc. |
Revolver | 12/29/2025 | 643,849 | (3,219 | ) | |||||||||
Degreed, Inc. |
Delayed Draw Term Loan | 03/24/2023 | 1,391,394 | (6,957 | ) | |||||||||
Degreed, Inc. |
Revolver | 05/31/2025 | 417,813 | (4,178 | ) | |||||||||
Delaware Valley Management Holdings, Inc. |
Delayed Draw Term Loan | 09/18/2022 | 1,053,759 | (126,451 | ) | |||||||||
Dillon Logistics, Inc. |
Revolver | 12/11/2023 | 30,562 | (23,190 | ) | |||||||||
Dispatch Track, LLC |
Revolver | 03/25/2026 | 301,930 | | ||||||||||
EET Buyer, Inc. |
Revolver | 11/08/2027 | 690,794 | (15,543 | ) | |||||||||
Engage2Excel, Inc. |
Revolver | 03/07/2023 | 70,582 | (706 | ) | |||||||||
EnterpriseDB Corporation |
Revolver | 06/22/2026 | 1,012,902 | (7,597 | ) | |||||||||
EvolveIP, LLC |
Revolver | 06/07/2025 | 510,182 | (3,827 | ) | |||||||||
Exterro, Inc. |
Revolver | 05/31/2024 | 247,500 | | ||||||||||
Faithlife, LLC |
Delayed Draw Term Loan | 09/19/2022 | 1,328,991 | | ||||||||||
Faithlife, LLC |
Revolver | 09/18/2025 | 279,053 | | ||||||||||
Fatbeam, LLC |
Delayed Draw Term Loan | 02/22/2023 | 1,609,623 | (64,385 | ) | |||||||||
Firstdigital Communications LLC |
Revolver | 12/17/2026 | 1,586,726 | (39,668 | ) | |||||||||
Foundation Risk Partners, Corp. |
Delayed Draw Term Loan | 10/29/2023 | 384,278 | (961 | ) | |||||||||
Foundation Risk Partners, Corp. |
Revolver | 10/29/2027 | 1,038,062 | (10,381 | ) | |||||||||
Freddys Frozen Custard, L.L.C |
Revolver | 03/03/2027 | 412,270 | | ||||||||||
Galway Borrower, LLC |
Delayed Draw Term Loan | 09/30/2023 | 516,484 | (5,165 | ) | |||||||||
Galway Borrower, LLC |
Revolver | 09/30/2027 | 270,410 | (5,408 | ) | |||||||||
GHA Buyer, Inc. |
Revolver | 06/24/2025 | 760,861 | (5,706 | ) | |||||||||
Global Radar Holdings, LLC |
Revolver | 12/31/2025 | 116,379 | | ||||||||||
GlobalWebIndex Inc. |
Delayed Draw Term Loan | 12/30/2022 | 1,841,860 | 36,837 | ||||||||||
Greenhouse Software, Inc. |
Revolver | 03/01/2027 | 1,232,251 | (9,242 | ) | |||||||||
GS AcquisitionCo, Inc. |
Delayed Draw Term Loan | 11/02/2023 | 1,344,054 | (13,441 | ) | |||||||||
GS AcquisitionCo, Inc. |
Revolver | 05/22/2026 | 68,505 | (1,370 | ) | |||||||||
Higginbotham Insurance Agency, Inc. |
Delayed Draw Term Loan | 12/23/2023 | 2,935,369 | | ||||||||||
Honor HN Buyer, Inc |
Delayed Draw Term Loan | 10/15/2023 | 1,087,739 | (16,316 | ) | |||||||||
Honor HN Buyer, Inc |
Revolver | 10/15/2027 | 304,093 | (6,082 | ) | |||||||||
Iodine Software, LLC |
Revolver | 05/19/2027 | 1,227,453 | | ||||||||||
Kaseya, Inc. |
Delayed Draw Term Loan | 09/08/2023 | 286,272 | | ||||||||||
Kaseya, Inc. |
Revolver | 05/02/2025 | 375,990 | | ||||||||||
Kindeva Drug Delivery L.P. |
Revolver | 05/01/2025 | 150,313 | (4,885 | ) | |||||||||
Krispy Krunchy Foods, L.L.C |
Revolver | 11/17/2027 | 974,884 | (19,498 | ) | |||||||||
Mathnasium LLC |
Revolver | 11/15/2027 | 565,781 | (11,315 | ) |
44
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
Mavenlink, Inc. |
Revolver | 06/03/2027 | $ | 1,789,816 | $ | (35,796 | ) | |||||||
MBS Holdings, Inc. |
Revolver | 04/16/2027 | 974,169 | | ||||||||||
Medbridge Holdings, LLC |
Revolver | 12/23/2026 | 917,485 | | ||||||||||
Medical Management Resource Group, LLC |
Delayed Draw Term Loan | 09/30/2023 | 1,582,075 | (19,776 | ) | |||||||||
Medical Management Resource Group, LLC |
Revolver | 09/30/2026 | 316,415 | (7,119 | ) | |||||||||
Medsuite Purchaser, LLC |
Delayed Draw Term Loan | 06/22/2022 | 1,632,961 | (16,330 | ) | |||||||||
Medsuite Purchaser, LLC |
Delayed Draw Term Loan | 10/22/2023 | 7,144,203 | (71,442 | ) | |||||||||
Medsuite Purchaser, LLC |
Revolver | 10/22/2026 | 680,400 | (6,804 | ) | |||||||||
Metametrics, Inc. |
Revolver | 09/10/2025 | 651,183 | (1,628 | ) | |||||||||
MMP Intermediate, LLC |
Revolver | 02/15/2027 | 552,880 | (11,058 | ) | |||||||||
Moon Buyer, Inc. |
Delayed Draw Term Loan | 10/21/2022 | 4,538,792 | | ||||||||||
Moon Buyer, Inc. |
Revolver | 04/21/2027 | 1,163,793 | | ||||||||||
MSM Acquisitions, Inc. |
Delayed Draw Term Loan | 01/30/2023 | 3,163,475 | | ||||||||||
MSM Acquisitions, Inc. |
Revolver | 12/09/2026 | 885,095 | (4,425 | ) | |||||||||
MSP Global Holdings, Inc. |
Delayed Draw Term Loan | 01/24/2024 | 1,208,470 | (21,148 | ) | |||||||||
MSP Global Holdings, Inc. |
Revolver | 01/24/2027 | 422,965 | (7,402 | ) | |||||||||
Mykaarma Acquisition LLC |
Revolver | 03/21/2028 | 593,215 | (11,864 | ) | |||||||||
Navigate360, LLC |
Delayed Draw Term Loan | 03/17/2024 | 1,812,705 | (18,127 | ) | |||||||||
Navigate360, LLC |
Revolver | 03/17/2027 | 604,235 | (12,085 | ) | |||||||||
Netwrix Corporation And Concept Searching Inc. |
Revolver | 09/30/2026 | 166,551 | | ||||||||||
NI Topco, Inc |
Revolver | 12/28/2026 | 549,052 | (10,981 | ) | |||||||||
OMH-HealthEdge Holdings, LLC |
Revolver | 10/24/2024 | 458,721 | (2,294 | ) | |||||||||
Pace Health Companies, LLC |
Revolver | 08/02/2024 | 616,682 | | ||||||||||
PerimeterX, Inc. |
Delayed Draw Term Loan | 07/01/2023 | 1,075,406 | (16,131 | ) | |||||||||
PerimeterX, Inc. |
Delayed Draw Term Loan | 05/23/2022 | 698,833 | (10,482 | ) | |||||||||
PerimeterX, Inc. |
Revolver | 11/22/2024 | 279,533 | (4,193 | ) | |||||||||
Peter C. Foy & Associates Insurance Services, LLC |
Delayed Draw Term Loan | 08/16/2023 | 5,089,086 | (25,445 | ) | |||||||||
Pinnacle Dermatology Management, LLC |
Delayed Draw Term Loan | 12/08/2023 | 1,536,273 | (26,885 | ) | |||||||||
Pinnacle Dermatology Management, LLC |
Revolver | 12/08/2026 | 399,431 | (10,985 | ) | |||||||||
Pinnacle Treatment Centers, Inc. |
Revolver | 12/31/2022 | 292,954 | | ||||||||||
Ranger Buyer, Inc. |
Revolver | 11/18/2027 | 959,386 | | ||||||||||
Redwood Family Care Network, Inc. |
Delayed Draw Term Loan | 12/18/2022 | 2,484,335 | (31,054 | ) | |||||||||
Redwood Family Care Network, Inc. |
Revolver | 06/18/2026 | 588,705 | (7,359 | ) | |||||||||
Rep Tec Intermediate Holdings, Inc. |
Revolver | 06/19/2025 | 789,253 | (3,946 | ) | |||||||||
Salisbury House, LLC |
Revolver | 08/30/2025 | 328,785 | (8,220 | ) | |||||||||
Sauce Labs, Inc. |
Delayed Draw Term Loan | 02/12/2023 | 1,922,732 | (14,420 | ) | |||||||||
Sauce Labs, Inc. |
Revolver | 08/16/2027 | 1,281,821 | (22,432 | ) | |||||||||
SCA Buyer, LLC |
Revolver | 01/20/2026 | 386,309 | (1,932 | ) | |||||||||
SecureLink, Inc. |
Revolver | 10/01/2025 | 439,523 | 4,395 | ||||||||||
Single Digits, Inc. |
Revolver | 12/21/2023 | 416,149 | (11,444 | ) | |||||||||
Sirsi Corporation |
Revolver | 03/15/2024 | 553,741 | (2,769 | ) | |||||||||
SIS Purchaser, Inc. |
Revolver | 10/15/2026 | 1,165,951 | (14,574 | ) | |||||||||
Smartlinx Solutions, LLC |
Revolver | 03/04/2026 | 363,639 | (2,727 | ) | |||||||||
Smile Brands, Inc. |
Revolver | 10/12/2025 | 245,542 | (1,842 | ) | |||||||||
Spark DSO LLC |
Delayed Draw Term Loan | 02/09/2023 | 1,842,933 | (9,215 | ) | |||||||||
Spark DSO LLC |
Revolver | 04/19/2026 | 1,105,760 | (16,587 | ) | |||||||||
Stratus Networks, Inc. |
Delayed Draw Term Loan | 12/15/2023 | 3,960,391 | (69,307 | ) | |||||||||
Stratus Networks, Inc. |
Revolver | 12/15/2027 | 620,461 | (10,858 | ) | |||||||||
Streamsets, Inc. |
Revolver | 11/25/2024 | 350,524 | 7,010 | ||||||||||
SugarCRM, Inc. |
Revolver | 07/31/2024 | 310,244 | (3,102 | ) | |||||||||
Sundance Group Holdings, Inc |
Delayed Draw Term Loan | 07/02/2023 | 3,547,253 | (53,209 | ) | |||||||||
Sundance Group Holdings, Inc |
Revolver | 07/02/2027 | 1,087,824 | (19,037 | ) | |||||||||
Swiftpage, Inc. |
Revolver | 06/13/2023 | 225,317 | (5,633 | ) | |||||||||
Syntax Systems Ltd |
Delayed Draw Term Loan | 10/29/2023 | 2,434,137 | (24,342 | ) | |||||||||
Syntax Systems Ltd |
Revolver | 10/29/2026 | 431,005 | (4,310 | ) | |||||||||
TA/WEG Holdings, LLC |
Delayed Draw Term Loan | 08/13/2022 | 2,405,226 | (6,013 | ) | |||||||||
TA/WEG Holdings, LLC |
Revolver | 10/04/2027 | 285,937 | (715 | ) | |||||||||
TBG Food Acquisition Corp |
Delayed Draw Term Loan | 12/25/2023 | 1,056,104 | (18,482 | ) | |||||||||
TBG Food Acquisition Corp |
Revolver | 12/25/2027 | 264,026 | (4,620 | ) |
45
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
Telcor Buyer, Inc. |
Revolver | 08/20/2027 | $ | 290,770 | $ | (4,362 | ) | |||||||
Telesoft Holdings, LLC |
Revolver | 12/16/2025 | 596,866 | | ||||||||||
The Center for Orthopedic and Research Excellence, Inc. |
Delayed Draw Term Loan | 10/01/2023 | 1,253,068 | (15,664 | ) | |||||||||
The Center for Orthopedic and Research Excellence, Inc. |
Delayed Draw Term Loan | 03/31/2024 | 1,709,776 | (17,098 | ) | |||||||||
The Center for Orthopedic and Research Excellence, Inc. |
Revolver | 08/15/2025 | 276,213 | (4,834 | ) | |||||||||
Thrive Buyer, Inc. |
Delayed Draw Term Loan | 06/30/2023 | 2,102,670 | (5,256 | ) | |||||||||
Thrive Buyer, Inc. |
Revolver | 01/22/2027 | 1,109,722 | (2,774 | ) | |||||||||
Towerco IV Holdings, LLC |
Delayed Draw Term Loan | 10/23/2023 | 2,985,129 | (37,314 | ) | |||||||||
TRGRP, Inc. |
Revolver | 11/01/2023 | 333,333 | | ||||||||||
Ungerboeck Systems International, LLC |
Revolver | 04/30/2027 | 161,196 | | ||||||||||
Valcourt Holdings II, LLC |
Delayed Draw Term Loan | 01/07/2023 | 1,093,174 | | ||||||||||
Vardiman Black Holdings, LLC |
Delayed Draw Term Loan | 03/18/2024 | 2,958,440 | (14,792 | ) | |||||||||
Vectra AI, Inc. |
Delayed Draw Term Loan | 03/18/2023 | 1,163,793 | (32,004 | ) | |||||||||
Vectra AI, Inc. |
Revolver | 03/18/2026 | 232,759 | (6,401 | ) | |||||||||
Velocity Purchaser Corporation |
Revolver | 12/01/2022 | 193,237 | | ||||||||||
Veracross LLC |
Delayed Draw Term Loan | 12/28/2023 | 1,668,830 | (16,688 | ) | |||||||||
Veracross LLC |
Revolver | 12/28/2027 | 1,112,553 | (22,251 | ) | |||||||||
|
|
|
|
|||||||||||
Total |
$ | 176,235,827 | $ | (1,855,019 | ) | |||||||||
|
|
|
|
The Fund had the following unfunded commitments by investment types as of December 31, 2021:
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
1st Lien/Senior Secured Debt |
||||||||||||||
5 Bars, LLC |
Delayed Draw Term Loan | 09/27/2022 | $ | 3,448,816 | $ | | ||||||||
5 Bars, LLC |
Revolver | 09/27/2024 | 646,653 | | ||||||||||
AAH Topco, LLC |
Delayed Draw Term Loan | 12/22/2023 | 8,108,576 | (162,172 | ) | |||||||||
AAH Topco, LLC |
Revolver | 12/22/2027 | 787,273 | (7,873 | ) | |||||||||
Accelerate Resources Operating, LLC |
Revolver | 02/24/2026 | 414,764 | | ||||||||||
Activ Software Holdings, LLC |
Revolver | 05/04/2027 | 648,837 | (3,244 | ) | |||||||||
AEG Holding Company, Inc. |
Revolver | 11/20/2023 | 1,116,864 | | ||||||||||
Alphasense, Inc. |
Revolver | 05/29/2024 | 872,355 | (4,362 | ) | |||||||||
American Physician Partners, LLC |
Revolver | 02/22/2022 | 97,681 | | ||||||||||
AMI US Holdings, Inc. |
Revolver | 04/01/2024 | 656,763 | | ||||||||||
Analogic Corporation |
Revolver | 06/22/2023 | 91,667 | (2,979 | ) | |||||||||
Arrowstream Acquisition Co., Inc. |
Revolver | 12/15/2025 | 386,309 | (2,897 | ) | |||||||||
Avant Communications, LLC |
Revolver | 11/30/2026 | 566,910 | (11,338 | ) | |||||||||
Avetta, LLC |
Revolver | 04/10/2024 | 494,396 | (1,236 | ) | |||||||||
Banneker V Acquisition, Inc. |
Revolver | 12/04/2025 | 259,300 | | ||||||||||
BEP Borrower Holdco, LLC |
Revolver | 06/12/2024 | 429,435 | | ||||||||||
Bridgepointe Technologies, LLC |
Delayed Draw Term Loan | 12/31/2023 | 3,887,472 | (77,749 | ) | |||||||||
Bridgepointe Technologies, LLC |
Delayed Draw Term Loan | 06/30/2022 | 2,779,542 | (55,591 | ) | |||||||||
Bridgepointe Technologies, LLC |
Revolver | 12/31/2027 | 777,494 | (15,550 | ) | |||||||||
Brightspot Buyer, Inc |
Revolver | 11/16/2027 | 680,292 | (13,606 | ) | |||||||||
BusinesSolver.com, Inc. |
Delayed Draw Term Loan | 12/01/2023 | 1,986,913 | (19,869 | ) | |||||||||
Captain Ds, Inc. |
Revolver | 12/15/2023 | 195,053 | | ||||||||||
Caregiver 2, Inc. |
Delayed Draw Term Loan | 03/10/2023 | 270,904 | (4,741 | ) | |||||||||
Choice Health At Home, LLC, |
Delayed Draw Term Loan | 12/29/2026 | 2,308,549 | (34,628 | ) | |||||||||
Coding Solutions Acquisition, Inc. |
Delayed Draw Term Loan | 12/31/2022 | 2,443,965 | (18,330 | ) | |||||||||
Coding Solutions Acquisition, Inc. |
Revolver | 12/31/2025 | 46,552 | (349 | ) | |||||||||
Community Based Care Acquisition, Inc. |
Delayed Draw Term Loan | 09/16/2023 | 1,854,175 | | ||||||||||
Community Based Care Acquisition, Inc. |
Revolver | 09/16/2027 | 388,716 | (2,915 | ) | |||||||||
Coretelligent Intermediate LLC |
Delayed Draw Term Loan | 10/21/2023 | 3,799,263 | | ||||||||||
Coretelligent Intermediate LLC |
Revolver | 10/21/2027 | 1,266,421 | (18,996 | ) |
46
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
Cybergrants Holdings, LLC |
Delayed Draw Term Loan | 09/08/2023 | $ | 1,151,751 | $ | (11,518 | ) | |||||||
Cybergrants Holdings, LLC |
Revolver | 09/08/2027 | 1,151,751 | (11,518 | ) | |||||||||
Datacor, Inc. |
Delayed Draw Term Loan | 10/26/2023 | 2,545,283 | | ||||||||||
Datacor, Inc. |
Revolver | 12/20/2025 | 643,849 | (3,219 | ) | |||||||||
Degreed, Inc. |
Delayed Draw Term Loan | 03/24/2023 | 1,391,394 | (3,478 | ) | |||||||||
Degreed, Inc. |
Revolver | 05/31/2025 | 417,813 | (3,134 | ) | |||||||||
Delaware Valley Management Holdings, Inc. |
Delayed Draw Term Loan | 09/18/2022 | 1,053,759 | (121,182 | ) | |||||||||
Dillon Logistics, Inc. |
Revolver | 12/11/2023 | 30,562 | (23,089 | ) | |||||||||
Dispatch Track, LLC |
Revolver | 12/17/2026 | 301,930 | (755 | ) | |||||||||
EET Buyer, Inc. |
Revolver | 11/08/2027 | 690,794 | (13,816 | ) | |||||||||
Engage2Excel, Inc. |
Revolver | 03/07/2023 | 9,423 | (94 | ) | |||||||||
EnterpriseDB Corporation |
Revolver | 06/22/2026 | 1,012,902 | (2,532 | ) | |||||||||
EvolveIP, LLC |
Revolver | 06/07/2025 | 510,182 | (2,551 | ) | |||||||||
Exterro, Inc. |
Revolver | 05/31/2024 | 247,500 | | ||||||||||
Faithlife, LLC |
Delayed Draw Term Loan | 09/19/2022 | 1,328,991 | | ||||||||||
Faithlife, LLC |
Revolver | 09/18/2025 | 279,053 | | ||||||||||
Fatbeam, LLC |
Delayed Draw Term Loan | 02/22/2022 | 1,609,623 | (64,385 | ) | |||||||||
Fatbeam, LLC |
Delayed Draw Term Loan | 02/22/2023 | 1,609,623 | (64,385 | ) | |||||||||
Fatbeam, LLC |
Revolver | 02/22/2026 | 386,309 | (15,452 | ) | |||||||||
Firstdigital Communications LLC |
Revolver | 12/17/2026 | 1,586,726 | (31,735 | ) | |||||||||
Foundation Risk Partners, Corp. |
Delayed Draw Term Loan | 10/29/2023 | 915,937 | (6,870 | ) | |||||||||
Foundation Risk Partners, Corp. |
Revolver | 10/29/2027 | 1,038,062 | (12,976 | ) | |||||||||
Freddys Frozen Custard, L.L.C |
Revolver | 03/03/2027 | 412,270 | | ||||||||||
Fuze, Inc. |
Revolver | 09/20/2024 | 1,111,471 | 29,436 | ||||||||||
Galway Borrower, LLC |
Delayed Draw Term Loan | 09/30/2023 | 567,862 | (5,679 | ) | |||||||||
Galway Borrower, LLC |
Revolver | 09/30/2027 | 270,410 | (5,408 | ) | |||||||||
GHA Buyer, Inc. |
Revolver | 06/24/2025 | 634,051 | | ||||||||||
Global Radar Holdings, LLC |
Revolver | 12/31/2025 | 116,379 | | ||||||||||
GlobalWebIndex Inc. |
Delayed Draw Term Loan | 12/30/2024 | 1,841,860 | (64,465 | ) | |||||||||
Greenhouse Software, Inc. |
Revolver | 03/01/2027 | 1,232,251 | (6,161 | ) | |||||||||
GS AcquisitionCo, Inc. |
Delayed Draw Term Loan | 11/02/2022 | 1,344,054 | | ||||||||||
GS AcquisitionCo, Inc. |
Revolver | 05/22/2026 | 239,766 | (1,199 | ) | |||||||||
Higginbotham Insurance Agency, Inc. |
Delayed Draw Term Loan | 12/23/2023 | 2,935,369 | (16,438 | ) | |||||||||
Honor HN Buyer, Inc |
Delayed Draw Term Loan | 10/15/2023 | 1,659,616 | (16,596 | ) | |||||||||
Honor HN Buyer, Inc |
Revolver | 10/15/2027 | 304,093 | (6,082 | ) | |||||||||
Iodine Software, LLC |
Revolver | 05/19/2027 | 1,227,453 | | ||||||||||
Kaseya, Inc. |
Delayed Draw Term Loan | 09/08/2023 | 345,912 | | ||||||||||
Kaseya, Inc. |
Revolver | 05/02/2025 | 375,990 | | ||||||||||
Kindeva Drug Delivery L.P. |
Revolver | 05/01/2025 | 757,349 | (24,614 | ) | |||||||||
Krispy Krunchy Foods, L.L.C |
Revolver | 11/17/2027 | 974,884 | (19,498 | ) | |||||||||
Mathnasium LLC |
Revolver | 11/15/2027 | 565,781 | (11,315 | ) | |||||||||
Mavenlink, Inc |
Revolver | 06/03/2027 | 1,789,816 | (35,796 | ) | |||||||||
MBS Holdings, Inc. |
Revolver | 04/16/2027 | 974,169 | (4,871 | ) | |||||||||
Medbridge Holdings, LLC |
Revolver | 12/23/2026 | 917,485 | | ||||||||||
Medical Management Resource Group, LLC |
Delayed Draw Term Loan | 09/30/2023 | 1,582,075 | (11,866 | ) | |||||||||
Medical Management Resource Group, LLC |
Revolver | 09/30/2026 | 316,415 | (5,537 | ) | |||||||||
MedMark Services, Inc. |
Delayed Draw Term Loan | 06/11/2023 | 4,853,121 | (48,531 | ) | |||||||||
Metametrics, Inc. |
Revolver | 09/10/2025 | 390,710 | | ||||||||||
Millin Purchaser LLC |
Delayed Draw Term Loan | 02/22/2022 | 1,632,961 | (12,247 | ) | |||||||||
Millin Purchaser LLC |
Delayed Draw Term Loan | 10/22/2023 | 7,144,203 | (53,582 | ) | |||||||||
Millin Purchaser LLC |
Revolver | 10/22/2026 | 680,400 | (10,206 | ) | |||||||||
Moon Buyer, Inc. |
Delayed Draw Term Loan | 10/21/2022 | 4,538,792 | | ||||||||||
Moon Buyer, Inc. |
Revolver | 04/21/2027 | 1,163,793 | | ||||||||||
MSM Acquisitions, Inc. |
Delayed Draw Term Loan | 01/30/2023 | 3,199,307 | | ||||||||||
MSM Acquisitions, Inc. |
Revolver | 12/09/2026 | 1,111,729 | (5,559 | ) |
47
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
Netwrix Corporation And Concept Searching Inc. |
Delayed Draw Term Loan | 03/23/2022 | $ | 1,103,804 | $ | | ||||||||
Netwrix Corporation And Concept Searching Inc. |
Revolver | 09/30/2026 | 166,551 | | ||||||||||
NI Topco, Inc |
Revolver | 12/28/2026 | 549,052 | (12,354 | ) | |||||||||
OMH-HealthEdge Holdings, LLC |
Revolver | 10/24/2024 | 458,721 | (2,294 | ) | |||||||||
Pace Health Companies, LLC |
Revolver | 08/02/2024 | 616,682 | | ||||||||||
PerimeterX, Inc. |
Delayed Draw Term Loan | 07/01/2023 | 1,075,406 | (10,754 | ) | |||||||||
PerimeterX, Inc. |
Delayed Draw Term Loan | 05/23/2022 | 698,833 | (6,988 | ) | |||||||||
PerimeterX, Inc. |
Revolver | 11/22/2024 | 279,533 | (2,795 | ) | |||||||||
Pinnacle Dermatology Management, LLC |
Delayed Draw Term Loan | 12/08/2023 | 1,536,273 | (38,407 | ) | |||||||||
Pinnacle Dermatology Management, LLC |
Revolver | 12/08/2026 | 537,696 | (6,721 | ) | |||||||||
Pinnacle Treatment Centers, Inc. |
Delayed Draw Term Loan | 01/17/2022 | 234,363 | | ||||||||||
Pinnacle Treatment Centers, Inc. |
Revolver | 12/31/2022 | 292,954 | | ||||||||||
Ranger Buyer Inc |
Revolver | 11/18/2027 | 959,386 | (19,188 | ) | |||||||||
Redwood Family Care Network, Inc. |
Delayed Draw Term Loan | 12/18/2022 | 2,484,335 | (6,211 | ) | |||||||||
Redwood Family Care Network, Inc. |
Revolver | 06/18/2026 | 588,705 | (1,472 | ) | |||||||||
Rep Tec Intermediate Holdings, Inc. |
Revolver | 12/01/2027 | 789,253 | | ||||||||||
Salisbury House, LLC |
Revolver | 08/30/2025 | 448,343 | (6,725 | ) | |||||||||
Saturn Borrower Inc |
Delayed Draw Term Loan | 12/15/2023 | 3,960,391 | (79,208 | ) | |||||||||
Saturn Borrower Inc |
Revolver | 12/15/2027 | 745,874 | (14,918 | ) | |||||||||
Sauce Labs, Inc. |
Delayed Draw Term Loan | 02/12/2023 | 1,922,732 | (24,034 | ) | |||||||||
Sauce Labs, Inc. |
Revolver | 08/16/2027 | 1,281,821 | (19,227 | ) | |||||||||
SCA Buyer, LLC |
Revolver | 01/20/2026 | 386,309 | (966 | ) | |||||||||
SecureLink, Inc. |
Revolver | 10/01/2025 | 439,523 | | ||||||||||
Single Digits, Inc. |
Revolver | 12/21/2023 | 416,149 | (4,161 | ) | |||||||||
Sirsi Corporation |
Revolver | 03/15/2024 | 553,741 | (1,384 | ) | |||||||||
SIS Purchaser, Inc. |
Revolver | 10/15/2026 | 1,165,951 | | ||||||||||
Smartlinx Solutions, LLC |
Revolver | 03/04/2026 | 519,484 | (2,597 | ) | |||||||||
Smile Brands, Inc. |
Revolver | 10/12/2025 | 240,909 | (2,409 | ) | |||||||||
Streamsets, Inc. |
Revolver | 11/25/2024 | 350,524 | (12,268 | ) | |||||||||
SugarCRM, Inc. |
Revolver | 07/31/2024 | 310,244 | | ||||||||||
Sundance Group Holdings, Inc |
Delayed Draw Term Loan | 07/02/2023 | 3,547,253 | (26,604 | ) | |||||||||
Sundance Group Holdings, Inc |
Revolver | 07/02/2027 | 993,231 | (14,898 | ) | |||||||||
Swiftpage, Inc. |
Revolver | 06/13/2023 | 225,317 | (1,690 | ) | |||||||||
Syntax Systems Ltd |
Revolver | 10/29/2026 | 547,843 | (5,479 | ) | |||||||||
Syntax Systems Ltd |
Delayed Draw Term Loan | 10/29/2023 | 2,434,137 | (24,341 | ) | |||||||||
TA/WEG Holdings, LLC |
Delayed Draw Term Loan | 08/13/2022 | 2,962,646 | | ||||||||||
TA/WEG Holdings, LLC |
Revolver | 10/04/2027 | 233,655 | | ||||||||||
TBG Food Acquisition Corp |
Delayed Draw Term Loan | 12/25/2023 | 1,056,104 | (10,561 | ) | |||||||||
TBG Food Acquisition Corp |
Revolver | 12/25/2027 | 264,026 | (2,640 | ) | |||||||||
Telcor Buyer, Inc. |
Revolver | 08/20/2027 | 290,770 | (2,181 | ) | |||||||||
Telesoft Holdings, LLC |
Revolver | 12/16/2025 | 596,866 | (2,984 | ) | |||||||||
The Center for Orthopedic and Research Excellence, Inc. |
Delayed Draw Term Loan | 10/01/2023 | 1,441,028 | (3,603 | ) | |||||||||
The Center for Orthopedic and Research Excellence, Inc. |
Revolver | 08/15/2025 | 379,793 | (1,899 | ) | |||||||||
Thrive Buyer, Inc |
Revolver | 01/22/2027 | 1,109,722 | (2,774 | ) | |||||||||
Thrive Buyer, Inc. |
Delayed Draw Term Loan | 12/30/2023 | 3,625,292 | (9,063 | ) | |||||||||
Towerco IV Holdings, LLC |
Delayed Draw Term Loan | 10/23/2023 | 3,383,145 | (33,831 | ) | |||||||||
TRGRP, Inc. |
Revolver | 11/01/2023 | 333,333 | | ||||||||||
Ungerboeck Systems International, LLC |
Revolver | 04/30/2027 | 161,196 | | ||||||||||
Valcourt Holdings II, LLC |
Delayed Draw Term Loan | 01/07/2023 | 1,093,174 | | ||||||||||
Vectra AI, Inc. |
Delayed Draw Term Loan | 03/18/2023 | 2,327,586 | (58,190 | ) | |||||||||
Vectra AI, Inc. |
Revolver | 03/18/2026 | 232,759 | (5,819 | ) | |||||||||
Velocity Purchaser Corporation |
Revolver | 12/01/2022 | 193,237 | | ||||||||||
Veracross LLC, |
Delayed Draw Term Loan | 12/28/2023 | 1,668,830 | (16,688 | ) |
48
Investment Type |
Facility Type |
Commitment Expiration Date (1) |
Unfunded Commitment (2) |
Fair Value (3) |
||||||||||
Veracross LLC, |
Revolver | 12/28/2027 | $ | 1,112,554 | $ | (22,251 | ) | |||||||
|
|
|
|
|||||||||||
Total |
$ | 164,163,963 | $ | (1,707,905 | ) | |||||||||
|
|
|
|
(1) | Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. |
(2) | Net of capitalized fees, expenses and original issue discount (OID). |
(3) | A negative fair value was reflected as investments, at fair value in the consolidated statements of assets and liabilities. The negative fair value is the result of the capitalized discount on the loan. |
Contingencies
In the normal course of business, the Fund enters into contracts that provide a variety of general indemnifications. Any exposure to the Fund under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.
7. Net Assets
Equity Issuance
In connection with its formation, the Fund has the authority to issue 200,000,000 Shares.
On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several investors, including the Adviser, providing for the private placement of Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw-down notice. At March 31, 2022 the Fund had total Capital Commitments of $515,060,614, of which 25% is unfunded. At December 31, 2021, the Fund had total Capital Commitments of $471,572,464, of which 25% was unfunded. The minimum Capital Commitment of an investor is $50,000. The Adviser, however, may waive the minimum Capital Commitment at its discretion.
Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including for follow-on investments), for paying the Funds expenses, including fees under the Amended and Restated Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.
The following table summarizes the total Shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the three months ended March 31, 2022 and March 31, 2021:
For the three months ended March 31, 2022 |
For the three months ended March 31, 2021 |
|||||||||||||||
Quarter Ended |
Shares | Amount | Shares | Amount | ||||||||||||
March 31 |
3,095,246 | $ | 30,684,000 | 4,001,981 | $ | 37,708,999 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total capital drawdowns |
3,095,246 | $ | 30,684,000 | 4,001,981 | $ | 37,708,999 | ||||||||||
|
|
|
|
|
|
|
|
Distributions
The following tables reflect the distributions declared on Shares during the three months ended March 31, 2022 and March 31, 2021:
Date Declared |
Record Date |
Payment Date |
Amount Per Share |
Dollar Amount | ||||
3/29/2022 |
3/29/2022 | 4/28/2022 | $0.25 | $9,709,845 | ||||
| ||||||||
$9,709,845 | ||||||||
|
Date Declared |
Record Date |
Payment Date |
Amount Per Share |
Dollar Amount | ||||
3/29/2021 |
3/29/2021 | 4/28/2021 | $0.16 | $4,358,022 | ||||
| ||||||||
$4,358,022 | ||||||||
|
49
Dividend Reinvestment Plan
On September 26, 2017, the Fund adopted a dividend reinvestment plan, which was amended and restated on November 11, 2021 (the DRIP). Pursuant to the DRIP (both before and after it was amended), stockholders receive dividends or other distributions in cash unless a stockholder elects to reinvest his or her dividends and other distributions. As a result of adopting the DRIP, if the Board authorizes, and the Fund declares, a cash dividend or distribution, stockholders who have opted into the DRIP will have their cash dividends or distributions automatically reinvested in additional Shares, rather than receiving cash.
The following tables summarize Shares distributed pursuant to the DRIP during the three months ended March 31, 2022 and March 31, 2021 to stockholders who opted into the DRIP:
Date Declared |
Record Date |
Reinvestment Date |
Shares |
Dollar Amount | ||||
3/29/2022 |
3/29/2022 | 3/31/2022 | 526,163 | $5,101,704 | ||||
|
| |||||||
526,163 | $5,101,704 | |||||||
|
|
Date Declared |
Record Date |
Reinvestment Date |
Shares |
Dollar Amount | ||||
3/29/2021 |
3/29/2021 | 3/31/2021 | 229,904 | $2,167,568 | ||||
|
| |||||||
229,904 | $2,167,568 | |||||||
|
|
General Tender Program
Beginning with the quarter ended March 31, 2021, the Fund began to conduct quarterly general tender offers (each, a General Tender, and collectively, the General Tender Program), at the Boards discretion, in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, to allow each of its stockholders to tender Shares at a specific per Share price (the Purchase Price) based on the Funds net asset value as of the last date of the quarter in which the General Tender is conducted. The Fund intends to conduct each General Tender to repurchase up to a certain percentage of the weighted average of the number of Shares outstanding during the three-month period prior to the quarter in which the General Tender is conducted. The General Tender Program includes numerous restrictions that limit stockholders ability to sell their Shares.
On February 25, 2022, the Fund commenced a General Tender (the Q1 2022 Tender Offer) for up to 795,163.70 Shares (the Q1 2022 Tender Offer Cap) tendered prior to March 31, 2022. Stockholders who tendered Shares in the Q1 2022 Tender Offer received, at the expiration of the Q1 2022 Tender Offer, a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the Purchase Price. The Purchase Price for the Q1 2022 Tender Offer was $9.70 per Share and the Q1 2022 Tender Offer expired on March 31, 2022.
On February 26, 2021, the Fund commenced a General Tender (the Q1 2021 Tender Offer) for up to 502,190.45 Shares (the Q1 2021 Tender Offer Cap) tendered prior to March 31, 2021 (the Initial Expiration Date). As a result of the number of Shares tendered to the Fund prior to the Initial Expiration Date, the Fund extended the Q1 2021 Tender Offer and increased the Q1 2021 Tender Offer Cap to 2,083,220 Shares. Stockholders who tendered Shares in the Q1 2021 Tender Offer received, at the expiration of the Q1 2021 Tender Offer, a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the Purchase Price. The Purchase Price for the Q1 2021 Tender Offer was $9.43 per Share and the Q1 2021 Tender Offer expired on April 16, 2021.
The following table summarizes Shares purchased during the three months ended March 31, 2022:
Quarter Ended |
Payment Date | Shares | Dollar Amount |
|||||||||
March 31 |
May 10, 2022 | 420,864 | $ | 4,081,370 |
The following table summarizes Shares purchased during the three months ended March 31, 2021:
Quarter Ended |
Payment Date | Shares | Dollar Amount |
|||||||||
March 31 |
May 6, 2021 | 1,173,288 | $ | 11,061,881 |
50
8. Earnings Per Share
The following information sets forth the computation of basic and diluted earnings per Share for the three months ended March 31, 2022 and March 31, 2021:
For the three months ended March 31, |
||||||||
2022 | 2021 | |||||||
Net increase (decrease) in net assets from operations |
$ | 5,511,700 | $ | 6,171,513 | ||||
Weighted average common shares outstanding |
36,411,259 | 26,432,156 | ||||||
Earnings per common share-basic and diluted |
$ | 0.15 | $ | 0.23 |
9. Financial Highlights
Below is the schedule of financial highlights of the Fund for the three months ended March 31, 2022 and March 31, 2021:
For the three months ended March 31, 2022 |
For the three months ended March 31, 2021 |
|||||||
Per Share Data:(1)(2) |
| |||||||
Net asset value, beginning of period |
$ | 9.80 | $ | 9.35 | ||||
Net investment income (loss) |
0.23 | 0.16 | ||||||
Net realized and unrealized gains (losses) on investments |
(0.08 | ) | 0.08 | |||||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations |
0.15 | 0.24 | ||||||
|
|
|
|
|||||
Distributions to stockholders(3) |
(0.25 | ) | (0.16 | ) | ||||
|
|
|
|
|||||
Net asset value, end of period |
$ | 9.70 | $ | 9.43 | ||||
Shares outstanding, end of period |
38,544,494 | 26,833,819 | ||||||
Total return at net asset value before incentive |
1.95 | % | 2.73 | % | ||||
Total return at net asset value after incentive fees(4)(5) |
1.57 | % | 2.49 | % | ||||
Ratio/Supplemental Data:(2) |
| |||||||
Net assets, end of period |
$ | 373,766,108 | $ | 252,987,809 | ||||
Ratio of total expenses to weighted average net assets(6) |
11.81 | % | 10.11 | % | ||||
Ratio of net expenses to weighted average net |
11.17 | % | 9.30 | % | ||||
Ratio of net investment income (loss) before waivers to weighted average net assets(6) |
10.37 | % | 8.42 | % | ||||
Ratio of net investment income (loss) after waivers to weighted average net assets(6)(7) |
11.01 | % | 9.23 | % | ||||
Ratio of interest and credit facility expenses to weighted average net assets(6) |
5.79 | % | 4.45 | % | ||||
Ratio of incentive fees to weighted average net assets(5) |
0.38 | % | 0.27 | % | ||||
Portfolio turnover rate(5) |
3.26 | % | 4.23 | % | ||||
Asset coverage ratio(8) |
160 | % | 170 | % |
(1) | The per share data was derived by using the weighted average shares outstanding during the applicable period. |
(2) | Ratios calculated with Net Assets excluding the Non-Controlling Interest. |
(3) | The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period. |
(4) | Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Funds dividend reinvestment plan. |
(5) | Not annualized. |
(6) | Annualized, except for professional fees, directors fees and incentive fees. |
(7) | For the three months ended March 31, 2022 and March 31, 2021, the Adviser voluntarily waived collateral management fees. Additionally, the Adviser received reimbursement payments from the Fund as per the Expense Support and Conditional Reimbursement Agreement. The ratios include the effects of the voluntary waived expenses of 0.51% and 1.09% for the three months ended March 31, 2022 and March 31, 2021, respectively. |
(8) | Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period. |
51
10. Subsequent Events
Subsequent events after the consolidated statements of assets and liabilities date have been evaluated through the date the consolidated financial statements were issued. The Fund has concluded that there are no events requiring adjustment or disclosure in the consolidated financial statements other than below.
The CLO VI indenture was refinanced under terms of the first supplemental indenture dated April 28, 2022 among the Issuer and U.S. Bank National Association, as trustee. As a result of the refinancing, the outstanding notes under the indenture dated August 9, 2019 in the amount of $300,500,000 were paid off. The Issuer issued new notes as listed below, and collectively, the CLO VI Notes.
Note |
Type |
Principal Amount |
Interest Rate | |||||
Class A-1-R |
Senior Secured Floating Rate | $ | 98,250,000 | S + 1.83% | ||||
Class A-1-L |
Senior Secured Floating Rate | $ | 75,000,000 | S + 1.83% | ||||
Class A-1-F |
Senior Secured Fixed Rate | $ | 30,000,000 | 4.305% | ||||
Class A-2-R |
Senior Secured Deferrable Floating Rate | $ | 43,500,000 | S + 2.25% | ||||
Class B-R |
Senior Secured Deferrable Floating Rate | $ | 19,250,000 | S + 3.10% | ||||
Class C-R |
Senior Secured Deferrable Floating Rate | $ | 20,125,000 | S + 4.15% | ||||
Subordinated Notes |
$ | 61,320,000 | N/A | |||||
|
|
|||||||
$ | 347,445,000 |
The CLO VI indenture provides that the holders of the CLO VI Notes are to receive quarterly interest payments, in arrears, on the 27th day in January, April, July and October of each year, commencing in July 2022. The CLO VI Notes will mature on April 27, 2034.
On April 21, 2022, the Fund called capital of $39,550,987 from its investors due May 2, 2022.
52
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this Quarterly Report) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Fund, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its assumptions. Words such as anticipates, expects, intends, plans, will, may, continue, believes, seeks, estimates, would, could, should, targets, projects, outlook, 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 the Funds control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
| an economic downturn could impair the Funds portfolio companies ability to continue to operate, which could lead to the loss of some or all of the Funds investments in such portfolio companies; |
| such an economic downturn could disproportionately impact the companies that the Fund intends to target for investment, potentially causing the Fund to experience a decrease in investment opportunities and diminished demand for capital from these companies; |
| pandemics or other serious public health events, such as the global outbreak of a novel strain of the coronavirus, commonly known as COVID-19; |
| a contraction of available credit and/or an inability to access the equity markets could impair the Funds lending and investment activities; |
| interest rate volatility could adversely affect the Funds results, particularly if the Fund elects to use leverage as part of its investment strategy; |
| the Funds future operating results; |
| the Funds business prospects and the prospects of the Funds portfolio companies; |
| the Funds contractual arrangements and relationships with third parties; |
| the ability of the Funds portfolio companies to achieve their objectives; |
| competition with other entities and the Funds affiliates for investment opportunities; |
| the speculative and illiquid nature of the Funds investments; |
| the use of borrowed money to finance a portion of the Funds investments; |
| the adequacy of the Funds financing sources and working capital; |
| the loss of key personnel; |
| the timing of cash flows, if any, from the operations of the Funds portfolio companies; |
| the ability of the Adviser to locate suitable investments for the Fund and to monitor and administer the Funds investments; |
| the ability of the Adviser to attract and retain highly talented professionals; |
| the Funds ability to qualify and maintain its qualification as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), and as a business development company (BDC); |
| the effect of legal, tax and regulatory changes; and |
| the other risks, uncertainties and other factors the Fund identifies under Risk Factors of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Although the Fund believes that the assumptions on which these forward-looking statements are based are reasonable, any of those 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 the Fund that the Funds plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Item 1A. Risk Factors of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements. The forward-looking
53
statements and projections contained in this Quarterly Report are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) because the Fund is an investment company.
The following analysis of the Funds financial condition and results of operations should be read in conjunction with the Funds financial statements and the related notes thereto contained elsewhere in this Quarterly Report.
Overview
The Fund was formed on February 6, 2015 as a corporation under the laws of the State of Maryland. The Fund is structured as an externally managed, non-diversified, closed-end management investment company. The Fund was formed to invest primarily in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. The Fund commenced investment operations on November 15, 2017 (Commencement). The Fund is advised by AB Private Credit Investors LLC (the Adviser), which is registered with the Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended (the Advisers Act). The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring the Funds portfolio on an ongoing basis. State Street Bank and Trust Company (the Administrator) provides the administrative services necessary for the Fund to operate.
The Fund has elected to be treated as a BDC under the 1940 Act. The Fund has also elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a BDC and a RIC, respectively, the Fund is and will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of its assets in qualifying assets, source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of its taxable income and tax exempt interest.
The Fund is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). The Fund will remain an emerging growth company for up to five years following its initial public offering, if any, although if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the Fund would cease to be an emerging growth company as of the following December 31. For so long as the Fund remains an emerging growth company under the JOBS Act, it will be subject to reduced public company reporting requirements.
Effects of COVID-19 on the Funds Results of Operations
The rapid spread of COVID-19, a novel strain of coronavirus causing respiratory illness (COVID-19) resulted in temporary closures of many corporate offices, retail stores, and manufacturing facilities and factories around the world beginning in late 2019. The COVID-19 pandemic since has had a significant impact on the global economy as the follow-on effects of positive case counts and subsequent, mandated quarantine periods interrupted or slowed supply chains worldwide among other consequences. Businesses largely have reopened aided by the continued administration of vaccines, herd immunity and individuals increasing comfort with living with the risk of the illness. The ultimate extent of the impact of the COVID-19 outbreak on the global economy and the financial performance of the Funds current and future investments will continue to depend on future developments, including the duration and spread of the virus, any related advisories and restrictions, and secondary impacts of the business disruptions, all of which are highly uncertain and cannot be predicted. Adverse impacts on the Funds investments may have a material adverse impact on the Funds future net investment income, the fair value of the Funds portfolio investments, the Funds financial condition and results of operations and the financial condition of the Funds portfolio companies.
As of March 31, 2022, the Fund was in compliance with its asset coverage requirements under the 1940 Act. In addition, the Fund was not in default of any of the covenants under the Revolving Credit Facilities as of March 31, 2022. However, any increase in unrealized depreciation of the Funds investment portfolio or further significant reductions in the Funds net asset value as a result of the effects of the COVID-19 pandemic or otherwise may increase the risk of breaching the relevant covenants and requirements.
The Fund will continue to monitor the rapidly evolving situation surrounding the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities, and may take additional actions based on their recommendations. Given the dynamic nature of this situation, the Fund cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows in the future.
The Private Offering
The Fund enters into separate subscription agreements with investors providing for the private placement of its common stock (the Shares) in reliance on exemptions from the registration requirements of the Securities. Each investor makes a Capital Commitment to purchase Shares pursuant to a subscription agreement. Investors are required to make capital contributions to purchase Shares each time the Fund delivers a capital call notice, which is issued based on the Funds anticipated investment activities and capital needs, delivered at least 10 business days prior to the required funding date, provided that investors may fund such
54
requirements sooner than the deadline as agreed between the Fund and the investor. Generally, purchases of the Funds Shares are made pro rata in accordance with each investors Capital Commitment, in an amount not to exceed each investors remaining capital commitment (Remaining Commitment), at a per-Share price equal to the net asset value per share of the Funds common stock subject to any adjustments. Pursuant to the Private Offering, the Funds initial closing occurred on September 29, 2017.
The Fund may accept additional Capital Commitments quarterly (Subsequent Closings) from new investors as well as existing investors that wish to increase their commitment and shareholding in the Fund. These Subsequent Closings are expected to occur on a calendar-quarter end based on investor interest as well as the state of the market and the Funds capacity to invest the additional capital in a reasonable period. Each Capital Commitment is for the life of the Fund or for a shorter period based on the investors liquidation election, subject to the Funds receipt of exemptive relief that would permit stockholders to liquidate their investments pursuant to transactions that are currently prohibited by the 1940 Act and would require an SEC order in order to be established.
Revenues
The Funds investment objective is to generate current income and prioritize capital preservation through a portfolio that primarily invests in directly-sourced, privately-negotiated, secured, middle market loans. The Fund intends to primarily invest in middle market businesses based in the United States. The Fund expects that the primary use of proceeds by the companies in which the Fund invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital.
The Fund will seek to build its portfolio in a defensive manner that minimizes cyclical and correlated risks across individual names and sector verticals by targeting companies with strong underlying business models and durable intrinsic value.
The Fund will primarily hold secured loans, which encompass traditional first lien, unitranche and second lien loans, but may also invest in mezzanine, structured preferred stock and non-control equity co-investment opportunities. The Fund will seek to deliver attractive risk adjusted returns with lower volatility and low correlation relative to the public credit markets. The Adviser believes the Funds flexibility to invest across the capital structure and liquidity spectrum will allow the Fund to optimize investor risk-adjusted returns.
Expenses
Under the Amended and Restated Advisory Agreement, the Funds primary operating expenses will include the payment of fees to the Adviser, the Funds allocable portion of overhead expenses under the Expense Reimbursement Agreement and other operating costs described below. The Fund bears all other out-of-pocket costs and expenses of the Funds operations and transactions, including those relating to:
| reasonable and documented organization and offering expenses to the extent reimbursement of such expenses is included in any future agreement with the Adviser; |
| calculating the Funds net asset value (including the cost and expenses of any independent valuation firm); |
| fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial (including advising with respect to the Funds financing strategy) and legal affairs for the Fund and in providing administrative services, monitoring the Funds investments and performing due diligence on the Funds prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; |
| interest payable on debt, if any, incurred to finance the Funds investments; |
| sales and purchases of the Funds common stock and other securities; |
| base management fees and incentive fees payable to the Adviser; |
| transfer agent and custodial fees; |
| federal and state registration fees; |
| all costs of registration and listing the Funds securities on any securities exchange; |
| U.S. federal, state and local taxes; |
| independent directors fees and expenses; |
| costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; |
| costs of any reports, proxy statements or other notices to stockholders, including printing costs; |
55
| the Funds allocable portion of any fidelity bond, directors and officers errors and omissions liability insurance, and any other insurance premiums; |
| direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and |
| all other expenses incurred by the Fund, the Administrator or the Adviser in connection with administering the Funds business, including payments under the Administration Agreement and payments under the Expense Reimbursement Agreement based on the Funds allocable portion of the Advisers overhead in performing its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of the Funds Chief Compliance Officer and Chief Financial Officer and their respective staffs. |
Effects of Geopolitical Events and Economic Policy on the Funds Results of Operation
Various social and geopolitical factors in the United States and around the world, such as ongoing trade tensions between the U.S. and China or the Russia-Ukraine conflict, may give rise to increased macroeconomic volatility and uncertainty. The Adviser does not believe the current macroeconomic factors have a direct material impact on the Funds investments, although the Funds investments may be at-risk of indirect impacts such as supply chain disruptions, inflationary pressures, or other related factors.
The U.S. Federal Reserve and other central banks recently have raised certain interest rates and have guided to further increases. As a result, base rates (e.g., LIBOR, SOFR) on which the Funds loans are anchored have risen. An increase in base rates to levels that exceed the base rate floors, which are prevalent in most loans, will increase the interest cost to existing borrowers and consequently, the Funds gross investment income. However, in the event of continued rate increases above the base rate floor, borrowers may be challenged to service the regular interest burden on the loans.
Inflation may adversely affect the Funds investments in a number of ways. Certain of the Funds portfolio companies are in Inflation may adversely affect the Funds investments in a number of ways. Certain of the Funds portfolio companies are in industries that may be impacted by inflationary pressures on the cost of goods or services. If such portfolio companies are unable to pass along cost increases to their customers or effect offsetting cost savings, the incremental costs related to inflation could adversely affect their earnings and ultimately their ability to pay interest and principal on the Funds loans. This dynamic may be further exacerbated with an increase in interest rates rise in response to the inflation. Any fundamental impact to the Funds portfolio companies due to inflation or rising rates could adversely impact the fair value of those investments, thereby potentially resulting in future realized or unrealized losses.
Portfolio and Investment Activity
The following table presents certain information regarding the Funds portfolio and investment activity:
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Investments in Portfolio Companies |
$ | (74,262,180 | )(1) | $ | (64,356,307 | )(2) | ||
Draw Downs against Revolvers and Delayed Draw Term Loans |
(13,964,576 | ) | (5,881,161 | ) | ||||
Principal Repayments |
27,485,721 | (3) | 15,637,321 | (4) | ||||
Sales |
2,387,617 | 7,921,954 | ||||||
|
|
|
|
|||||
Net Repayments (Investments) |
$ | (58,353,418 | ) | $ | (46,678,193 | ) | ||
|
|
|
|
(1) | Includes investments in 22 portfolio companies. |
(2) | Includes investments in 12 portfolio companies. |
(3) | Includes $1,699,247 in revolver and delayed draw term paydowns. |
(4) | Includes $1,348,999 in revolver and delayed draw term paydowns. |
56
The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2022:
As of March 31, 2022 | ||||||||||||||||||||
Amortized Cost | Percentage of Total |
Fair Value | Percentage of Total |
Weighted Average Yield(1) |
||||||||||||||||
First Lien Senior Secured Debt |
$ | 916,105,004 | 90.91 | % | $ | 912,966,725 | 90.26 | % | 6.91 | % | ||||||||||
Second Lien Junior Secured Debt |
10,759,919 | 1.07 | 10,867,145 | 1.07 | 9.19 | % | ||||||||||||||
Preferred Stock |
10,909,691 | 1.08 | 15,642,451 | 1.55 | | |||||||||||||||
Common Stock |
8,269,076 | 0.82 | 9,589,172 | 0.95 | | |||||||||||||||
Warrants |
347,740 | 0.03 | 1,120,411 | 0.11 | | |||||||||||||||
Cash and cash equivalents |
61,344,800 | 6.09 | 61,344,800 | 6.06 | | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 1,007,736,230 | 100 | % | $ | 1,011,530,704 | 100 | % | ||||||||||||
|
|
|
|
|
|
|
|
(1) | Based upon the par value of the Funds debt investments. |
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2021:
As of December 31, 2021 | ||||||||||||||||||||
Amortized Cost | Percentage of Total |
Fair Value | Percentage of Total |
Weighted Average Yield(1) |
||||||||||||||||
First Lien Senior Secured Debt |
$ | 858,569,789 | 91.30 | % | $ | 859,412,243 | 90.75 | % | 6.87 | % | ||||||||||
Second Lien Junior Secured Debt |
10,534,601 | 1.12 | 10,677,299 | 1.13 | 9.04 | % | ||||||||||||||
Preferred Stock |
10,098,254 | 1.07 | 13,399,346 | 1.41 | | |||||||||||||||
Common Stock |
6,330,140 | 0.67 | 7,968,227 | 0.84 | | |||||||||||||||
Warrants |
347,740 | 0.04 | 1,123,878 | 0.12 | | |||||||||||||||
Cash and cash equivalents |
54,489,043 | 5.80 | 54,489,043 | 5.75 | | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 940,369,567 | 100 | % | $ | 947,070,036 | 100 | % | ||||||||||||
|
|
|
|
|
|
|
|
(1) | Based upon the par value of the Funds debt investments. |
The following table presents certain selected financial information regarding the debt investments in the Funds portfolio as of March 31, 2022 and December 31, 2021:
As of March 31, 2022 |
As of December 31, 2021 |
|||||||
Number of portfolio companies |
165 | 151 | ||||||
Percentage of debt bearing a floating rate(1) |
100.00 | % | 100.00 | % | ||||
Percentage of debt bearing a fixed rate(1) |
0.00 | % | 0.00 | % |
(1) | Measured on a fair value basis and excluding equity securities. |
The following table shows the amortized cost and fair value of the Funds performing and non-accrual debt investments as of March 31, 2022:
As of March 31, 2022 | ||||||||||||||||
Amortized Cost | Percentage at Amortized Cost |
Fair Value | Percentage at Fair Value |
|||||||||||||
Performing |
$ | 919,170,386 | 99.17 | % | $ | 921,846,399 | 99.78 | % | ||||||||
Non-accrual |
7,694,537 | 0.83 | % | 1,987,471 | 0.22 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 926,864,923 | 100 | % | $ | 923,833,870 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
57
The following table shows the amortized cost and fair value of the Funds performing and non-accrual debt investments as of December 31, 2021:
As of December 31, 2021 | ||||||||||||||||
Amortized Cost | Percentage at Amortized Cost |
Fair Value | Percentage at Fair Value |
|||||||||||||
Performing |
$ | 864,817,447 | 99.52 | % | $ | 868,964,978 | 99.87 | % | ||||||||
Non-accrual |
4,286,943 | 0.48 | % | 1,124,564 | 0.13 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 869,104,390 | 100 | % | $ | 870,089,542 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the managements judgment, is likely to remain current. As of March 31, 2022 the Fund had four investments, across two issuers, that were on non-accrual status. As of December 31, 2021, the Fund had three investments, with one issuer, that were on non-accrual status.
The following table shows the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of March 31, 2022 and December 31, 2021 (with corresponding percentage of total portfolio investments):
As of March 31, 2022 | ||||||||||||||||
Amortized Cost | Percentage of Total |
Fair Value | Percentage of Total |
|||||||||||||
Business Services |
$ | 63,838,923 | 6.75 | % | $ | 64,381,613 | 6.78 | % | ||||||||
Consumer Discretionary |
8,705,700 | 0.92 | 8,684,320 | 0.91 | ||||||||||||
Consumer Non-Cyclical |
57,485,928 | 6.07 | 56,831,245 | 5.98 | ||||||||||||
Digital Infrastructure & Services |
150,830,925 | 15.94 | 150,989,660 | 15.89 | ||||||||||||
Energy |
12,734,162 | 1.35 | 14,649,000 | 1.54 | ||||||||||||
Financials |
30,433,869 | 3.22 | 30,568,123 | 3.22 | ||||||||||||
Healthcare & HCIT |
226,307,861 | 23.91 | 222,977,055 | 23.47 | ||||||||||||
Software & Tech Services |
391,574,116 | 41.37 | 399,549,731 | 42.05 | ||||||||||||
Transport & Logistics |
4,479,946 | 0.47 | 1,555,157 | 0.16 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 946,391,430 | 100 | % | $ | 950,185,904 | 100 | % | |||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021 | ||||||||||||||||
Amortized Cost | Percentage of Total |
Fair Value | Percentage of Total |
|||||||||||||
Business Services |
$ | 62,680,825 | 7.08 | % | $ | 63,308,037 | 7.09 | % | ||||||||
Consumer Discretionary |
8,853,961 | 1.00 | 8,896,144 | 1.00 | ||||||||||||
Consumer Non-Cyclical |
49,444,346 | 5.58 | 49,124,299 | 5.50 | ||||||||||||
Digital Infrastructure & Services |
144,135,884 | 16.27 | 147,187,636 | 16.49 | ||||||||||||
Energy |
9,634,235 | 1.09 | 10,335,624 | 1.16 | ||||||||||||
Financial Services |
28,629,622 | 3.23 | 28,663,648 | 3.21 | ||||||||||||
Healthcare & HCIT |
204,484,590 | 23.08 | 202,451,176 | 22.68 | ||||||||||||
Software & Tech Services |
373,536,348 | 42.17 | 381,063,571 | 42.69 | ||||||||||||
Transport & Logistics |
4,480,713 | 0.50 | 1,550,858 | 0.18 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 885,880,524 | 100 | % | $ | 892,580,993 | 100 | % | |||||||||
|
|
|
|
|
|
|
|
The Adviser monitors the Funds portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Adviser has several methods of evaluating and monitoring the performance and fair value of the Funds investments, which may include the following:
| assessment of success in adhering to the portfolio companys business plan and compliance with covenants; |
| periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; |
58
| comparisons to the Funds other portfolio companies in the industry, if any; |
| attendance at and participation in board meetings or presentations by portfolio companies; and |
| review of monthly and quarterly consolidated financial statements and financial projections of portfolio companies. |
Results of Operations
The following is a summary of the Funds operating results for the three months ended March 31, 2022 and March 31, 2021:
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Total investment income |
$ | 19,687,437 | $ | 10,859,760 | ||||
Total expenses |
11,614,038 | 6,858,084 | ||||||
|
|
|
|
|||||
Reimbursement payments to Adviser |
259,263 | 280,779 | ||||||
Waived collateral management fees |
(456,498 | ) | (454,343 | ) | ||||
Waived management fees |
(283,566 | ) | (183,001 | ) | ||||
|
|
|
|
|||||
Net investment income before taxes |
8,554,200 | 4,358,241 | ||||||
Income tax expense, including excise tax |
308,827 | | ||||||
|
|
|
|
|||||
Net investment income after tax |
8,245,373 | 4,358,241 | ||||||
Net realized and change in unrealized appreciation (depreciation) on investments |
(2,733,663 | ) | 1,813,079 | |||||
|
|
|
|
|||||
Net increase in net assets resulting from operations |
$ | 5,511,710 | $ | 6,171,320 | ||||
Less: Net increase (decrease) in net assets resulting from operations related to Non-Controlling Interest in ABPCIC Equity Holdings, LLC |
$ | 10 | $ | (193 | ) | |||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations related to AB Private Credit Investors Corporation |
$ | 5,511,700 | $ | 6,171,513 | ||||
|
|
|
|
Investment Income
During the three months ended March 31, 2022, the Funds investment income was comprised of $19,084,451 of interest income, which includes $1,390,757 from the net amortization of premium and accretion of discounts, $594,399 of payment-in-kind interest, and $8,587 of dividend income. The increase in net investment income during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, can primarily be attributed to an increase in gross assets.
During the three months ended March 31, 2021, the Funds investment income was comprised of $10,484,277 of interest income, which includes $788,271 from the net amortization of premium and accretion of discounts, and $375,483 of payment-in-kind interest.
Operating Expenses
The following is a summary of the Funds operating expenses for the three months ended March 31, 2022 and March 31, 2021:
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Interest and borrowing expenses |
$ | 5,140,785 | $ | 2,605,053 | ||||
Management fees |
3,402,792 | 2,069,181 | ||||||
Income-based incentive fee |
1,931,939 | 641,062 | ||||||
Professional fees |
476,980 | 549,052 | ||||||
Collateral management fees |
456,498 | 454,343 | ||||||
Administration and custodian fees |
223,237 | 163,051 | ||||||
Insurance expenses |
153,239 | 146,334 | ||||||
Directors fees |
50,000 | 50,000 |
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For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Transfer agent fees |
25,676 | 16,386 | ||||||
Capital gains incentive fee |
(546,733 | ) | | |||||
Other expenses |
299,625 | 163,622 | ||||||
|
|
|
|
|||||
Total expenses |
11,614,038 | 6,858,084 | ||||||
Reimbursement payments to Adviser |
259,263 | 280,779 | ||||||
Waived collateral management fees |
(456,498 | ) | (454,343 | ) | ||||
Waived management fees |
(283,566 | ) | (183,001 | ) | ||||
Income tax expense, including excise tax |
308,827 | | ||||||
|
|
|
|
|||||
Net expenses |
$ | 11,442,064 | $ | 6,501,519 | ||||
|
|
|
|
Interest and Borrowing Expenses
Interest and borrowing expenses includes interest, amortization of debt issuance and deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Revolving Credit Facilities, Secured Borrowings and the Notes issued in the CLO Transaction. As of March 31, 2022, there were outstanding balances of $25,000,000, $163,300,000 and $220,300,000 on the 2021 HSBC Credit Facility, Synovus Credit Facility and the Natixis Credit Facility, respectively, and an outstanding balance of $5,360,494 in Secured Borrowings.
As of December 31, 2021, there were outstanding balances of $40,000,000, $147,300,000, and $193,300,000 on the 2021 HSBC Credit Facility, Synovus Credit Facility, and the Natixis Credit Facility, respectively, and an outstanding balance of $10,228,115 in Secured Borrowings.
The outstanding amount on the Notes is $212,730,066, net of unamortized discount and debt issuance costs as of March 31, 2022. The outstanding amount on the Notes was $212,454,604, net of unamortized discount and debt issuance costs as of December 31, 2021.
Interest and borrowing expenses for the three months ended March 31, 2022 and March 31, 2021 were $5,140,785 and $2,605,053, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on the Funds debt outstanding was 2.65% and 2.52% for the three months ended March 31, 2022 and March 31, 2021, respectively. The increase in interest and borrowing expenses during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 can primarily be attributed to an increase in debt outstanding and interest rates.
Management Fee
The gross management fee expenses for the three months ended March 31, 2022 and March 31, 2021 were $3,402,792 and $2,069,181, respectively. The increase in the management fee for the three months ended March 31, 2022 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees. For the three months ended March 31, 2022 and March 31, 2021, the Adviser waived management fees of $283,566 and $183,001, respectively.
Fund Expenses
For the three months ended March 31, 2022, the Fund incurred $11,614,038 of expenses in relation to interest and borrowing expenses, management fees, incentive fees, professional fees, administration and custodian fees, insurance expenses, directors fees, collateral management fees, transfer agent fees, and other expenses. Additionally, $259,263 was reimbursed by the Fund to the Adviser and its affiliates. Further, $283,566 of management fees and $456,498 of collateral management fees were waived by the Adviser. The Fund incurred $308,827 of tax expense.
For the three months ended March 31, 2021, the Fund incurred $6,858,084 of expenses in relation to professional fees, directors fees, collateral management fees, management fees, incentive fees, insurance expenses, interest and borrowing expenses, transfer agent fees, other fees, and administration and custodian fees. Additionally, $280,779 was reimbursed by the Fund to the Adviser and its affiliates. Further, $183,001 of management fees and $454,343 of collateral management fees were waived by the Adviser.
Net Realized Gain (Loss) on Investments
During the three months ended March 31, 2022, the Fund had principal repayments and sales which resulted in $172,332 of net realized gain.
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During the three months ended March 31, 2021, the Fund had principal repayments and sales which resulted in $59,470 of net realized gain.
Net Change in Unrealized Appreciation (Depreciation) on Investments
During the three months ended March 31, 2022, the Fund had $2,905,995 in net change in unrealized depreciation on $946,391,430 of investments in 165 portfolio companies. Net change in unrealized depreciation for the three months ended March 31, 2022, resulted from a broad portfolio decline due to a decline in loan market secondary prices and widening primary issue credit spreads as well as a reclass of prior unrealized gain to investment income from a large prepayment fee on one investment. This depreciation was partially offset by gains on debt and equity positions marked up due to company performance or expectation of near-term repayment at par.
During the three months ended March 31, 2021, the Fund had $1,753,609 in net change in unrealized appreciation on $587,129,877 of investments in 121 portfolio companies. Unrealized appreciation for the three months ended March 31, 2021, resulted from an increase in fair value, primarily due to positive valuation adjustments on level 3 securities.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2022 and 2021, the net increase in net assets resulting from operations was $5,511,700 and $6,171,513, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2022 and 2021, the Funds per share net increase in net assets resulting from operations was $0.15 and $0.23, respectively.
Cash Flows
For the three months ended March 31, 2022, cash increased by $6,855,757. During the same period, the Fund used $59,973,005 in operating activities, primarily as a result of net purchases of investments. During the three months ended March 31, 2022, the Fund generated $66,828,762 from financing activities, primarily from issuance of common stock, and net borrowings on the Revolving Credit Facilities.
For the three months ended March 31, 2021, cash increased by $28,479,861. During the same period, the Fund used $39,889,032 in operating activities, primarily as a result of net purchases of investments. During the three months ended March 31, 2021, the Fund generated $68,368,893 from financing activities, primarily from issuance of common stock and net borrowings on the Revolving Credit Facility.
Hedging
The Fund may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective. For the three months ended March 31, 2022 and March 31, 2021, the Fund did not enter into any hedging contracts.
Financial Condition, Liquidity and Capital Resources
At March 31, 2022, and December 31, 2021, the Fund had $61,344,800 and $54,489,043 in cash and cash equivalents, respectively. The Fund expects to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from the Funds operations, (iii) any financing arrangements now existing or that the Fund may enter into in the future and (iv) any future offerings of the Funds equity or debt securities. The Fund may fund a portion of its investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.
The Funds primary use of funds from a credit facility will be investments in portfolio companies, cash distributions to holders of its common stock and the payment of operating expenses.
In the future, the Fund may also securitize or finance a portion of its investments with a special purpose vehicle. If the Fund undertakes a securitization transaction, the Fund will consolidate its allocable portion of the debt of any securitization subsidiary on its financial statements, and include such debt in the Funds calculation of the asset coverage test, if and to the extent required pursuant to the guidance of the staff of the SEC.
Cash and cash equivalents as of March 31, 2022, taken together with the Funds uncalled Capital Commitments of $129,623,483 and $25,000,000 undrawn amount on the 2021 HSBC Credit Facility, $36,700,000 undrawn amount on the Synovus Credit Facility and $29,700,000 undrawn amount on the Natixis Credit Facility, is expected to be sufficient for the Funds investing activities and to conduct the Funds operations for at least the next twelve months.
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As of March 31, 2022, the Fund has unfunded commitments to fund future investments in the amount of $176,235,827, and contractual obligations in the form of Revolving Credit Facilities of $408,600,000 and Notes of $212,730,066.
This Financial Condition, Liquidity and Capital Resources section should be read in conjunction with Effects of COVID-19 on the Funds Results of Operations above.
Equity Activity
The Fund has the authority to issue 200,000,000 Shares.
The Fund has entered into Subscription Agreements with investors providing for the private placement of Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw down notice. As of March 31, 2022, the Fund received Capital Commitments of $515,060,614. Inception to March 31, 2022, the Fund received Capital Contributions to the Fund of $385,437,131. Proceeds from the issuances of Shares in respect of drawdown notices described below were used for investing activities and for other general corporate purposes.
Consistent with the Funds offering documents, beginning with the quarter ending March 31, 2021, the Fund was required to begin conducting quarterly General Tenders. Pursuant to the General Tender Program, at the Boards discretion and in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, each stockholder is given the opportunity to tender Shares at a specific Purchase Price based on the Funds net asset value as of the last date of the quarter in which the General Tender is conducted. The Fund intends to conduct each General Tender to repurchase up to a certain percentage of the weighted average of the number of Shares outstanding during the three-month period prior to the quarter in which the General Tender is conducted, as determined by the Board. The General Tender Program includes numerous restrictions that limit stockholders ability to sell their Shares.
On February 25, 2022, the Fund commenced the Q1 2022 Tender Offer for up to 795,163.70 Shares. The Purchase Price for the Q1 2022 Tender Offer was $9.70 per Share and the Q1 2022 Tender Offer expired on March 31, 2022.
On February 26, 2021, the Fund commenced the Q1 2021 Tender Offer for up to 502,190.45 Shares (the Q1 2021 Tender Offer Cap) tendered prior to March 31, 2021 (the Initial Expiration Date). As a result of the number of Shares tendered to the Fund prior to the Initial Expiration Date, the Fund extended the Q1 2021 Tender Offer and increased the Q1 2021 Tender Offer Cap to 2,083,220 Shares. The Purchase Price for the Q1 2021 Tender Offer was $9.43 per Share and the Q1 2021 Tender Offer expired on April 16, 2021.
Stockholders who tendered Shares in the Q1 2022 Tender Offer and Q1 2021 Tender Offer received a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the applicable Purchase Price.
The following is a summary of the Funds equity activity for the three months ended March 31, 2022 and March 31, 2021.
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Capital Commitments |
$ | 50,603,350 | $ | 18,824,108 | ||||
Capital Commitments rescinded due to participation in General Tender Program |
$ | 7,115,200 | $ | 9,797,000 | ||||
Dividend reinvestments |
$ | 5,101,704 | $ | 2,167,568 | ||||
Shares issued to investors under DRIP |
526,163 | 229,904 | ||||||
Value of capital drawdown notices |
$ | 30,684,000 | $ | 37,708,999 | ||||
Shares issued to investors under capital drawdown notices |
3,095,246 | 4,001,981 | ||||||
Value of Shares purchased in General Tender Program |
$ | 4,081,370 | $ | 11,061,881 | ||||
Shares purchased in General Tender Offer |
420,864 | 1,173,288 |
Distributions
Distributions to stockholders are recorded on the record date. To the extent that the Fund has income available, the Fund intends to distribute quarterly distributions to its stockholders. The Funds quarterly distributions, if any, will be determined by the Board. Any distributions to the Funds stockholders will be declared out of assets legally available for distribution.
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The following table summarizes distributions declared during the three months ended March 31, 2022:
Date Declared |
Record Date | Payment Date | Amount Per Share | Total Distributions | ||||||||||||
March 29, 2022 |
March 29, 2022 | April 28, 2022 | $ | 0.25 | $ | 9,709,845 | ||||||||||
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|
|
|
|||||||||||||
Total distributions declared |
$ | 0.25 | $ | 9,709,845 | ||||||||||||
|
|
|
|
The following table summarizes distributions declared during the three months ended March 31, 2021:
Date Declared |
Record Date | Payment Date | Amount Per Share | Total Distributions | ||||||||||||
March 29, 2021 |
March 29, 2021 | April 28, 2021 | $ | 0.16 | $ | 4,358,022 | ||||||||||
|
|
|
|
|||||||||||||
Total distributions declared |
$ | 0.16 | $ | 4,358,022 | ||||||||||||
|
|
|
|
The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Funds investment company taxable income for the full fiscal year and distributions paid during the full year. For the three months ended March 31, 2022, all of the Funds distributions to stockholders were attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.
To the extent the Funds taxable earnings fall below the total amount of its distributions paid for that fiscal year, a portion of those distributions may be deemed a return of capital to the Funds stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to stockholders may be the original capital invested by the stockholder rather than the Funds income or gains.
For the three months ended March 31, 2022, all of the Funds distributions to stockholders were attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.
Co-investment Exemptive Order
On August 6, 2018, the SEC granted the Fund relief sought in a new exemptive application that expands the co-investment exemptive relief previously granted to the Fund in October 2016 to allow the Fund to co-invest in portfolio companies with Affiliated Funds in a manner consistent with its 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, the Fund is permitted to co-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a required majority (as defined in Section 57(o) of the 1940 Act) of the Funds independent 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 the Fund and the Funds stockholders and do not involve overreaching in respect of the Fund or the Funds stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Funds stockholders and is consistent with the Funds investment objective and strategies. The Fund intends to co-invest with Affiliated Funds, subject to the conditions included in the Order.
Revolving Credit Facilities
2021 HSBC Credit Facility
On November 15, 2017, the Fund entered into the HSBC Credit Agreement to establish the HSBC Credit Facility with the HSBC Administrative Agent and any other lender that becomes a party to the HSBC Credit Agreement in accordance with the terms of the HSBC Credit Agreement, as lenders. The Fund amended and restated the HSBC Credit Agreement on January 31, 2019, and on July 8, 2021, the Fund terminated the HSBC Credit Agreement and all outstanding loans thereunder were repaid and all obligations thereunder were released and terminated. Concurrent with the termination of the HSBC Credit Agreement, the Fund entered into the HSBC Joinder, pursuant to which the Fund became a party to the 2021 HSBC Credit Facility evidenced by the 2021 HSBC Credit Agreement. As of March 31, 2022, the Fund had $25,000,000 outstanding on the 2021 HSBC Credit Facility and the Fund was in compliance with the terms of the 2021 HSBC Credit Facility. As of December 31, 2021, the Fund had $40,000,000 outstanding on the 2021 HSBC Credit Facility and the Fund was in compliance with the terms of the 2021 HSBC Credit Facility.
For further details, see Note 4. Borrowings, to the Funds consolidated financial statements.
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Synovus Credit Facility
On October 15, 2020, ABPCIC Funding II entered into the Synovus Credit Facility. In connection with the Synovus Credit Facility, ABPCIC Funding II entered into, among other agreements, (i) the Synovus Loan Agreement, (ii) the securities account control agreement (the Synovus Control Agreement), by and among ABPCIC Funding II, the Synovus Collateral Agent and the Synovus Securities Intermediary and (iii) the amended and restated sale and contribution agreement (the Synovus Transfer Agreement) by and between the Fund, as seller, and ABPCIC Funding II, as purchaser.
Borrowings of ABPCIC Funding II are considered borrowings by the Fund for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies. As of March 31, 2022, the Fund had $163,300,000 outstanding on the Synovus Credit Facility and the Fund was in compliance with the terms of the Synovus Credit Facility. As of December 31, 2021, the Fud had $147,300,000 outstanding on the Synovus Credit Facility and the Fund was in compliance with the terms of the Synovus Credit Facility.
For further details, see Note 4. Borrowings, to the Funds consolidated financial statements.
Natixis Credit Facility
On March 24, 2021, ABPCIC Funding III entered into the Natixis Credit Facility. In connection with the Natixis Credit Facility, ABPCIC Funding III entered into, among other agreements, (i) the Natixis Credit Agreement, (ii) the Natixis Account Control Agreement, (iii) the Natixis Collateral Management Agreement, (iv) the Natixis Collateral Administration Agreement and (v) the Natixis Transfer Agreement. On March 4, 2022, pursuant to Amendment No 4 to the Natixis Credit Agreement, ABPCIC Funding III increased the commitment by $25,000,000 from $225,000,000 to $250,000,000. As of March 31, 2022, the Fund had $220,300,000 outstanding on the Natixis Credit Facility and the Fund was in compliance with the terms of the Natixis Credit Facility. As of December 31, 2021, the Fund had $193,300,000 outstanding on the Natixis Credit Facility and the Fund was in compliance with the terms of the Natixis Credit Facility.
For further details, see Note 4. Borrowings, to the Funds consolidated financial statements.
Secured Borrowings
From time to time, the Fund may engage in sale/buy-back agreements, which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counterparty for the duration of the agreement.
Outstanding Secured Borrowings pursuant to the Macquarie Sale/Buy-Back was $5,360,494 and $10,228,115 as of March 31, 2022 and December 31, 2021, respectively.
For further details, see Note 4. Borrowings, to the Funds consolidated financial statements.
Debt Securitization
On August 9, 2019, the Issuer and the Co-Issuer, each a newly formed special purpose vehicle, completed the CLO Transaction. The Notes offered by the Co-Issuers in the CLO Transaction are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans and participation interests in middle market loans and may also include some broadly syndicated loans. The CLO Transaction was executed through a private placement of: (i) $178,200,000 of Class A-1 Senior Secured Floating Rate Notes, which bear interest at three-months LIBOR plus 1.73% per annum; (ii) $25,000,000 of Class A-2A Senior Secured Floating Rate Notes, which bear interest at LIBOR plus 2.45% per annum; (iii) $9,950,000 of Class A-2B Senior Secured Fixed Rate Notes, which bear interest at 4.23% per annum; (iv) $16,400,000 of Class B Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 3.40% per annum; and (v) $17,350,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 4.40% per annum. The Notes are scheduled to mature on August 9, 2030.
The Notes are the secured obligations of the Co-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act, as amended, or any state securities or blue sky laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Adviser serves as collateral manager to the Issuer pursuant to the CLO Collateral Management Agreement. For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO Collateral Management Agreement.
For further details, see Note 4. Borrowings, to the Funds consolidated financial statements.
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Asset Coverage
In accordance with the 1940 Act, the Fund has historically only been allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Fund to borrow up to one dollar for investment purposes for every one dollar of investor equity. Asset coverage generally refers to a companys total assets, less all liabilities and indebtedness not represented by senior securities, as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. Senior securities for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.
On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, at the Funds 2018 annual meeting of stockholders, the Funds stockholders approved the reduction of the required minimum asset coverage ratio applicable to the Fund from 200% to 150%, which took effect on September 27, 2018. This reduction in the required minimum asset coverage ratio increases the amount of debt that the Fund is permitted to incur, permitting the Fund to borrow up to two dollars for investment purposes for every one dollar of investor equity.
As of March 31, 2022, and December 31, 2021, the Fund had total senior securities of $627,110,494 and $603,978,115, respectively, consisting of borrowings under the Revolving Credit Facilities, secured borrowings and the Notes, and had asset coverage ratios of 160% and 157%, respectively.
Critical Accounting Policies
Valuation of Investments
The Fund measures the value of its investments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting Standards Board, or FASB. Fair value is 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.
The audit committee of the Board (the Audit Committee) is also responsible for assisting the Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Board, with the assistance of the Adviser and its senior investment team and independent valuation firms, is responsible for determining in good faith the fair value in accordance with the valuation policy approved by the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Fund considers a range of fair values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors the Advisers senior investment team considers relevant.
ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:
| Level 1 Quoted prices in active markets for identical investments. |
| Level 2 Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
| Level 3 Significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments at the reporting date). |
The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses
65
price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.
The determination of what constitutes observable requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
Because of the inherent uncertainty of valuation for all fair value investments and interests, the Boards determination of fair value may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material.
The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Boards determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Fund upon the liquidation of such investment.
The Funds investments will be primarily loans made to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the Advisers senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.
Management and Incentive Fees
The Fund will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Funds portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Funds overall investment results.
Federal Income Taxes
The Fund has elected to be treated, and to qualify annually, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. The Fund intends to distribute sufficient dividends to maintain its RIC status each year and the Fund does not anticipate paying any material federal income taxes in the future.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
The Fund is subject to financial market risks, including changes in interest rates. To the extent that the Fund borrows money to make investments, the Funds net investment income is dependent upon the difference between the rate at which the Fund borrows funds and the rate at which the Fund invests these funds. In periods of rising interest rates, the Funds cost of funds would increase, which may reduce the Funds net investment income. Because the Fund expects that most of its investments will bear interest at floating rates, the Fund anticipates that an increase in interest rates would have a corresponding increase in the Funds interest income that would likely offset any increase in the Funds cost of funds and, thus, net investment income would not be reduced. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on the Funds net investment income. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in the value of the securities held by the Fund.
The Fund will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because the Fund expects that there will not be a readily available market for many of the investments in the Funds portfolio, the Fund expects to value many of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
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In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce the Funds gross investment income and could result in a decrease in the Funds net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that the Fund earns on any portfolio investments, a decrease in the Funds operating expenses, including with respect to the Funds income incentive fee, or a decrease in the interest rate of the Funds floating interest rate liabilities tied to LIBOR.
Assuming that the consolidated statement of assets and liabilities as of March 31, 2022, were to remain constant and that the Fund took no actions to alter its existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Change in Interest Rates |
Increase (Decrease) in Interest Income |
Increase (Decrease) in Interest Expense |
Net Increase (Decrease) in Net Investment Income |
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Down 25 basis points |
$ | (687,052 | ) | $ | (2,177,896 | ) | $ | 1,490,844 | ||||
Up 100 basis points |
8,655,872 | 5,139,405 | 3,516,467 | |||||||||
Up 200 basis points |
18,079,727 | 11,007,405 | 7,072,321 | |||||||||
Up 300 basis points |
27,503,581 | 16,875,405 | 10,628,176 |
In addition, although the Fund does not currently intend to make investments that are denominated in a foreign currency, to the extent it does, the Fund will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
The Fund may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate the Fund against adverse changes in interest rates, they may also limit the Funds ability to participate in benefits of lower interest rates with respect to the Funds portfolio of investments with fixed interest rates.
Item 4. | Controls and Procedures |
As of the end of the period covered by this report, the Fund carried out an evaluation, under the supervision and with the participation of the Funds management, including the Funds Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Funds disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Funds Chief Executive Officer and Chief Financial Officer have concluded that the Funds current disclosure controls and procedures are effective in timely alerting them to material information relating to the Fund that is required to be disclosed by the Fund in the reports it files or submits under the Exchange Act.
There have been no changes in the Funds internal control over financial reporting that occurred during the Funds most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Funds internal control over financial reporting.
Item 1. | Legal Proceedings |
The Fund is not currently subject to any material legal proceedings, nor, to the Funds knowledge, is any material legal proceeding threatened against the Fund. From time to time, the Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Funds rights under contracts with its portfolio companies. The Funds business is also subject to extensive regulation, which may result in regulatory proceedings against the Fund. While the outcome of these legal proceedings cannot be predicted with certainty, the Fund does not expect that these proceedings will have a material effect upon its financial condition or results of operations.
Item 1A. | Risk Factors |
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in the Funds Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect the Funds business, financial condition and/or operating results. The risks described in the Funds Annual Report on Form 10-K are not the only risks the Fund faces. Additional risks and uncertainties that are not currently known to the Fund or that the Fund currently deems to be immaterial also may materially adversely affect the Funds business, financial condition and/or operating results. During the three months ended March 31, 2022, there have been no material changes from the risk factors set forth in the Funds Annual Report on Form 10-K for the year ended December 31, 2021, except for the following.
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The Small Business Credit Availability Act allows the Fund to incur additional leverage, which may increase the risk of investing with the Fund.
On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, the Funds stockholders voted to approve the adoption of the reduced asset coverage ratio, effective September 27, 2018.
Increased leverage could increase the risks associated with investing in the Fund. For example, if the value of the Funds assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Fund to acquire additional assets, leverage will cause the Funds net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Similarly, any decrease in the Funds revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Fund had not borrowed or had borrowed less (although, as noted above, the Funds asset base and expected revenues would likely be larger). However, since the Fund already uses leverage in optimizing its investment portfolio, there are no material new risks associated with increased leverage other than the amount of the leverage.
If the Funds asset coverage ratio falls below the required limit, the Fund will not be able to incur additional debt until it is able to comply with the asset coverage ratio. This could have a material adverse effect on the Funds operations, and the Fund may not be able to make distributions to stockholders. The actual amount of leverage that the Fund employs will depend on the Boards and the Advisers assessment of market and other factors at the time of any proposed borrowing. The Fund currently anticipates being able to obtain sufficient credit on acceptable terms, although the Fund can make no assurance that this will be the case or that it will remain such in the future.
The following table illustrates the effect of leverage on returns from an investment in the Shares assuming that the Fund employs leverage such that the Funds asset coverage equals (1) the Funds actual asset coverage as of March 31, 2022 and (2) 150%, each at various annual returns, net of expenses and as of March 31, 2022.
The calculations in the tables below are hypothetical, and are provided for illustrative purposes only. Actual returns may be higher or lower than those appearing below.
Assumed Return on the Funds Portfolio (net of expenses) |
(10.00 | )% | (5.00 | )% | 0.00 | % | 5.00 | % | 10.00 | % | ||||||||||
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Corresponding net return to holders of common stock assuming actual asset coverage as of March 31, 2022(1) |
(33.4 | )% | (19.7 | )% | (6.1 | )% | 7.6 | % | 21.3 | % | ||||||||||
Corresponding net return to holders of common stock assuming 150% asset coverage(2) |
(37.0 | )% | (22.0 | )% | (7.0 | )% | 8.0 | % | 23.0 | % | ||||||||||
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(1) | Assumes $1,020.9 million in total portfolio assets, $647.1 million in debt outstanding, $373.8 million in net assets, and an average cost of funds of 3.5%. Actual interest payments may be different. |
(2) | Assumes $1,020.9 million in total portfolio assets, $680.6 million in debt outstanding, $340.3 million in net assets, and an average cost of funds of 3.5%. Actual interest payments may be different. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Except as previously reported by the Fund on its current reports on Form 8-K, the Fund did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosure |
Not applicable.
Item 5. | Other Information |
None.
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Item 6. | Exhibits |
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
10.1 | Fourth Amendment to Credit Agreement, dated as of March 7, 2022, among ABPCIC Funding III LLC, as borrower, the lenders referred to therein, Natixis, New York Branch, as administrative agent, U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral agent and collateral administrator, and U.S. Bank National Association, as custodian (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No. 814-01196) filed on March 11, 2022). | |
10.2 | Second Amended and Restated Investment Advisory Agreement, dated as of March 24, 2022, by and between AB Private Credit Investors Corporation and AB Private Credit Investors LLC (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No. 814-01196) filed on March 25, 2022). | |
10.3 | Fee Waiver Letter Delivered to AB Private Credit Investors Corporation by AB Private Credit Investors LLC, dated March 24, 2022 (incorporated by reference to Exhibit 10.2 to the Funds Current Report on Form 8-K (File No. 814-01196) filed on March 25, 2022). | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.* |
* | Filed herewith |
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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.
AB PRIVATE CREDIT INVESTORS CORPORATION | ||||||
Date: May 16, 2022 | By: | /s/ J. Brent Humphries | ||||
J. Brent Humphries | ||||||
President and Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: May 16, 2022 | By: | /s/ Wesley Raper | ||||
Wesley Raper | ||||||
Chief Financial Officer and Treasurer | ||||||
(Principal Financial and Accounting Officer) |