10-K 1 sic12-31x201810xk.htm 10-K Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________________
Form 10-K
 _____________________________________________________
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 814-00924
 _____________________________________________________
Sierra Income Corporation
(Exact Name of Registrant as Specified in its Charter)
 _____________________________________________________
Maryland
 
45-2544432
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
280 Park Avenue, 6th Floor East, New York, NY 10017
 
10017
(Address of Principal Executive Offices)
 
(Zip Code)
(212) 759-0777
(Registrant’s Telephone Number, Including Area Code)
  ___________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
 _____________________________________________________ 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  o    No  x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  o    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
o
  
Accelerated filer
 
o
Non-accelerated filer
 
x
  
Smaller reporting company
 
o
Emerging growth company
 
o
  
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  o    No  x
As of April 1, 2019, the Registrant had 99,485,633 shares of common stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2019 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the Registrant’s fiscal year ended December 31, 2018.
 


SIERRA INCOME CORPORATION
TABLE OF CONTENTS
 
 
Page

2


PART I

In this annual report on Form 10-K, except as otherwise indicated, the terms:

•
“we”, “us”, “our”, “Sierra” and the “Company” refer to Sierra Income Corporation, a Maryland corporation.
•
“SIC Advisors” and the “Advisor” refer to SIC Advisors LLC, our investment adviser. SIC Advisors is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc., a publicly traded asset management firm, which in turn is controlled by Medley Group LLC, an entity wholly-owned by the senior professionals of Medley LLC.
•
“Medley” refers, collectively, to the activities and operations of Medley Capital LLC, Medley LLC, Medley Management Inc., Medley Group LLC, associated investment funds and their respective affiliates.

Item 1. Business

GENERAL
Sierra Income Corporation is a non-diversified closed-end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are externally managed and advised by our investment adviser, SIC Advisors LLC (“SIC Advisors”) pursuant to an investment advisory agreement (the "Investment Advisory Agreement").
Our investment objective is to generate current income, and to a lesser extent, long-term capital appreciation. We intend to meet our investment objective by primarily lending to, and investing in, the debt of privately owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $1 billion. We intend to focus primarily on making investments in first lien senior secured debt, second lien secured debt, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We will originate transactions sourced through SIC Advisors’ existing network, and, to a lesser extent, expect to acquire debt securities through the secondary market. We may make equity investments in companies that we believe will generate appropriate risk adjusted returns, although we do not expect such investments to be a substantial portion of our portfolio.
Our Advisor
Our investment activities are managed by our investment adviser, SIC Advisors, which is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a majority owned subsidiary of Medley LLC. SIC Advisors is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis.
Our investment management team, which is provided by our Advisor (“SIC Advisors’ Investment Team” or the “Investment Team”), has on average over 20 years of experience in the credit business, including originating, underwriting, principal investing and loan structuring. Our Advisor, through Medley, has access to over 70 employees, including origination, credit management, operations, marketing and distribution professionals, each with extensive experience in their respective disciplines.
Medley Capital LLC serves as our administrator, provides office space to us, and provides us with equipment and other office services. The responsibilities of our administrator include overseeing our financial records, preparing reports to our stockholders and reports filed with the Securities and Exchange Commission (the “SEC”) and generally monitoring the payment of our expenses and the performance of administrative and professional services rendered to us by others. See “Administration Agreement and Fees” below.
Formation
Sierra Income Corporation was incorporated under the general corporation laws of the State of Maryland on June 13, 2011.
On April 17, 2012, we successfully reached our minimum escrow requirement and officially commenced our operations by issuing 1,108,033 shares of common stock to SIC Advisors for gross proceeds of $10,000,000. At a meeting held on March 8, 2018, our board of directors approved an extension of our offering for an additional year, which extended the offering through April 17, 2019. On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018. As of April 1, 2019, we have sold a total of 99,485,633 shares of common stock, which includes the shares issued as part of the distribution reinvestment plan (see Note 13), for total gross proceeds of $1.0 billion, which includes the shares sold to SIC Advisors. The proceeds from the issuance of common stock are presented in our consolidated statements of changes in net assets and Consolidated Statements of Cash Flows and are presented net of selling commissions and dealer manager fees.

3


Investment Process
We believe our Advisor, which is provided for by Medley, has cultivated a disciplined and repeatable process for executing, monitoring, structuring and exiting investments.
Identification and Sourcing. Our Advisor’s experience and reputation have allowed it to generate what we believe to be a substantial and continuous flow of attractive investment opportunities. Our Advisor maintains a strong and diverse network which results in sustained and high quality deal flow. We believe that the breadth and depth of experience of SIC Advisors’ Investment Team across strategies and asset classes, coupled with significant relationships built over the last 20 years, make them particularly qualified to uncover, evaluate and aggressively pursue what we believe to be attractive investment opportunities. We believe that SIC Advisors’ Investment Team, by leveraging the broader Medley platform deal flow network has compiled a robust pipeline of transactions ready for possible inclusion in our portfolio.
Disciplined Underwriting. SIC Advisors’ Investment Team performs thorough due diligence and focuses on several key criteria in its underwriting process, including strong underlying business fundamentals, a meaningful equity cushion, experienced management, conservative valuation and the ability to deleverage through cash flows. We expect to often be the agent for the loans we originate and accordingly control the loan documentation and negotiation of covenants, which will allow us to maintain consistent underwriting standards. Our Advisor’s underwriting process also involves engagement of industry experts and third party consultants.
Prior to making an investment, the Investment Team subjects each potential borrower to an extensive credit review process, which typically begins with an analysis of the market opportunity, business fundamentals, company operating metrics and historical and projected financial analysis. The Investment Team also compares liquidity, operating margin trends, leverage, free cash flow and fixed charge coverage ratios for each potential investment to industry metrics. Areas of additional underwriting focus include management or sponsor (typically a private equity firm) experience, management compensation, competitive landscape, regulatory environment, pricing power, defensibility of market share and tangible asset values. Background checks are conducted and tax compliance information may also be requested on management teams and key employees. In addition, the Investment Team contacts customers, suppliers and competitors and performs on-site visits as part of a routine business due diligence process.
The Investment Team routinely uses third party consultants and market studies to corroborate valuation and industry specific due diligence, as well as provide quality of earnings analysis. Experienced legal counsel is engaged to evaluate and mitigate regulatory, insurance, tax or other company-specific risks.
After the Investment Team completes its final due diligence, each proposed investment is presented to our Advisor’s investment committee (the “Investment Committee”) and subjected to extensive discussion and follow-up analysis, if necessary. A formal memorandum for each investment opportunity typically includes the results of business due diligence, multi-scenario financial analysis, risk-management assessment, results of third-party consulting work, background checks (where applicable) and structuring proposals. Our Advisor’s Investment Committee requires a majority vote to approve any investment, although unanimous agreement is sought.
Active Credit Management. Our Advisor employs active credit management. Our Advisor’s process includes frequent interaction with management, monthly or quarterly review of financial information and attendance at board of directors’ meetings as observers. The Investment Team also evaluates financial reporting packages provided by portfolio companies that detail operational and financial performance. Data is entered in our Advisor’s Asset Management System (“AMS”), a centralized electronic credit management database. AMS creates a centralized, dynamic electronic repository for all of our portfolio company data. Our Advisor’s AMS system generates comprehensive, standardized reports which aggregate operational updates, portfolio company financial performance, asset valuations, macro trends, management call notes and account history. AMS enables the Investment Team to have real-time access to the most recent information on our portfolio investments.
In addition to the data provided by our borrowers, our Advisor may also utilize various third parties to provide checks and balances throughout the credit management process. Independent valuation firms may be engaged to provide appraisals of asset and collateral values or external forensic accounting groups may be engaged to verify portfolio company financial reporting or perform cash reconciliation. Our Advisor believes this hands-on approach to credit management is a key contributor to our investment performance.
Investment Structure
For newly originated investments, SIC Advisors strives to negotiate an optimal combination of current and deferred interest payments, equity participation and prepayment penalties, along with suitable covenants and creditor rights which may generally be greater than the rights normally obtained by institutional investors in comparable transactions and may include such provisions as: specific rights to consult with and advise management, the right to inspect company books, records or facilities, as well as the right to review balance sheets and/or statements of income and cash flows of the company. SIC Advisors determines whether the investment structure, particularly the amount of debt, is appropriate for the portfolio company’s business, sometimes reassessing the investment’s risk/

4


return profile and adjusting pricing and other terms as necessary. The Investment Team has in-depth restructuring, liquidation and bankruptcy experience which is vital to success as a lender over market cycles.
Investment Committee
The purpose of the Investment Committee is to evaluate and approve investments proposed by SIC Advisors’ Investment Team. The Investment Committee is comprised of members selected from senior members of SIC Advisors’ Investment Team. Approval of an investment requires a majority vote of the Investment Committee, although unanimous agreement is sought. The committee process is intended to bring the diverse experience and perspectives of the committee members to the analysis and consideration of every investment. The Investment Committee also serves to provide consistency and adherence to SIC Advisors’ investment philosophies and policies. The Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.
In addition to reviewing investments, the Investment Committee meetings serve as a forum to discuss credit views and outlooks. Potential transactions and deal flow are also reviewed on a regular basis. Members of the Investment Team are encouraged to share information and views on credits with the committee early in their analysis and throughout the evaluation process. This process improves the quality of the analysis and assists the deal team members to work more efficiently.
Managerial Assistance
As a BDC, we offer, and must provide upon request, managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may receive fees for these services and will reimburse Medley, as our administrator, for its allocated costs in providing such assistance, subject to review and approval by our board of directors. Medley will provide such managerial assistance on our behalf to portfolio companies that request this assistance.
Competition
Our primary competitors to provide financing to private and middle-market companies are public and private funds, commercial banks, commercial finance companies, other BDCs, small business investment companies and private equity and hedge funds. Some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our favorable RIC tax treatment.
Staffing
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of SIC Advisors and Medley, pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement. Our day-to-day investment operations are managed by our Advisor. In addition, we reimburse Medley for our allocable portion of expenses incurred by it in performing its obligations under the administration agreement, including our allocable portion of the cost of our officers and their respective staffs.
Administration
We have entered into an administration agreement with Medley Capital LLC (the “Administration Agreement”) pursuant to which Medley Capital LLC furnishes us with administrative services necessary to conduct our day-to-day operations. Medley Capital LLC is reimbursed for administrative expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We do not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC. Medley Capital LLC is an affiliate of SIC Advisors. See “Administration Agreement and Fees.”
Agreements and Plan of Mergers
On August 9, 2018, the Company entered into definitive agreements to acquire Medley Capital Corporation (NYSE/TASE: MCC, “MCC”) and Medley Management Inc.(NYSE: MDLY, “MDLY”). Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MCC and Sierra (the “MCC Merger Agreement”), MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving entity (the “Combined Company”) in the merger (the “MCC Merger”). Under the MCC Merger, each share of MCC’s common stock issued and outstanding

5


immediately prior to the MCC Merger effective time, other than shares of MCC’s common stock held by MCC, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of the Company’s common stock.

Simultaneously, pursuant to the Agreement and Plan of Merger (the “MDLY Merger Agreement”), dated as of August 9, 2018, by and among MDLY, the Company, and Sierra Management, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), MDLY will, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the merger (the “MDLY Merger” together with the MCC Merger, the “Mergers”), and MDLY’s existing asset management business will continue to operate as a wholly owned subsidiary of the Combined Company. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of our common stock; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s stockholders will have the right to receive certain dividends and/or other payments. If the Mergers are successfully consummated, our common stock will be listed on the New York Stock Exchange under the symbol “SRA” and the Tel Aviv Stock Exchange, with such listings expected to be effective as of the closing date of the Mergers. Upon completion of the Mergers, the investment portfolios of MCC and the Company would be combined, Merger Sub, as a successor to MDLY, would be a wholly owned subsidiary of the Combined Company, and the Combined Company would be internally managed by MCC Advisors LLC, its wholly controlled adviser subsidiary.

The Mergers are subject to the satisfaction or waiver of closing conditions, including, but not limited to: (a) the approval of the MCC Merger and the MDLY Merger by our stockholders by the affirmative vote of at least a majority of all our stockholders, the approval of the adoption of the MCC Merger Agreement by MCC’s stockholders, and the approval of the adoption of the MDLY Merger Agreement by MDLY’s stockholders, voting separately at their respective special meetings; (b) the receipt of an exemptive order from the SEC, an exemptive application for which has been filed by the Company, MCC and MDLY and certain of their subsidiaries; and (c) the approval by the SBA relating to the transfer of MCC’s SBIC license. No assurance can be given that such SEC exemptive order will be issued or SBA approval will be received or that any of the other closing conditions will be satisfied or waived.

Available Information
We maintain a website at http://www.sierraincomecorp.com. We make available, free of charge, on our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this annual report on Form 10-K and you should not consider information contained on our website to be part of this annual report on Form 10-K or any other report we file with the SEC.
INVESTMENTS
We have built an investment portfolio that includes senior secured first lien term loans, senior secured second lien term loans, senior secured first lien notes, subordinated notes and equity/warrants.
The following table shows the investment portfolio composition by industry classification at fair value as of December 31, 2018, exclusive of the underlying total return swap portfolio:

6


 
Fair Value
 
Percentage
Services: Business
$
156,398,957

 
16.9
%
Multi-Sector Holdings
147,751,337

 
16.0

Healthcare & Pharmaceuticals
75,750,145

 
8.2

High Tech Industries
72,744,712

 
7.9

Aerospace & Defense
55,177,303

 
6.0

Banking, Finance, Insurance & Real Estate
53,079,983

 
5.7

Construction & Building
50,606,634

 
5.5

Wholesale
42,859,121

 
4.6

Hotel, Gaming & Leisure
34,305,563

 
3.7

Transportation: Cargo
25,736,261

 
2.8

Automotive
25,711,838

 
2.8

Consumer Goods: Durable
23,617,293

 
2.6

Chemicals, Plastics & Rubber
22,245,236

 
2.4

Containers, Packaging & Glass
16,165,041

 
1.8

Media: Advertising, Printing & Publishing
15,298,916

 
1.7

Energy: Oil & Gas
14,779,343

 
1.6

Media: Diversified & Production
14,321,399

 
1.6

Services: Consumer
11,801,389

 
1.3

Capital Equipment
11,187,500

 
1.2

Retail
8,605,149

 
0.9

Forest Products & Paper
7,690,117

 
0.8

Consumer Goods: Non-durable
7,522,988

 
0.8

Transportation: Consumer
7,402,367

 
0.8

Metals & Mining
6,925,615

 
0.7

Environmental Industries
5,164,068

 
0.6

Media: Broadcasting & Subscription
5,053,547

 
0.5

Beverage & Food
4,742,100

 
0.5

Telecommunications
836,840

 
0.1

Total
$
923,480,762

 
100.0
%

The following table sets forth certain information for each portfolio company in which we had an investment as of December 31, 2018. Other than these portfolio investments, our only formal relationships with our portfolio companies are the managerial assistance that we may provide upon their request and the board observer or participation rights we may receive in connection with our investment portfolio.
Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Non-controlled/non-affiliated investments – 114.6%
 
 
 
 
 
 
 
$
662,080,199

AAAHI Acquisition Corporation
 
Transportation: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)
 
12/10/2023
 
$
7,402,367

 
$
7,402,367

 
$
7,402,367

 
1.1%
 
 
 
 
 
 
 
 
7,402,367

 
7,402,367

 
7,402,367

 
 
 Alpine SG, LLC
 
 High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
11/16/2022
 
6,617,630

 
6,617,630

 
6,617,630

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12)
 
11/16/2022
 
13,398,750

 
13,398,750

 
13,398,750

 
2.0%
 
 
 
 
 
 
 
 
20,016,380

 
20,016,380

 
20,016,380

 
 
American Dental Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)
 
9/25/2023
 
4,893,750

 
4,893,750

 
4,790,492

 
0.7%
 
 
 
 
 
 
 
 
4,893,750

 
4,893,750

 
4,790,492

 
 
Amerijet Holdings, Inc.
 
Transportation: Cargo
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(6)
 
7/15/2021
 
11,514,705

 
11,514,705

 
11,514,705

 
1.7%
 
 
 
 
 
 
 
 
11,514,705

 
11,514,705

 
11,514,705

 
 

7


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
AMMC CLO 22, Limited Series 2018-22A
 
Multi-Sector Holdings
 
Subordinated Notes 11.435% effective yield (7)(8)(9)
 
4/25/2031
 
7,222,000

 
6,089,733

 
5,927,818

 
0.9%
 
 
 
 
 
 
 
 
7,222,000

 
6,089,733

 
5,927,818

 
 
Answers Finance, LLC
 
High Tech Industries
 
Common Stock  - 389,533 shares (10) 
 
 
 
—

 
5,426,955

 
1,188,076

 
0.2%
 
 
 
 
 
 
 
 
—

 
5,426,955

 
1,188,076

 
 
Apidos CLO XXIV, Series 2016-24A
 
Multi-Sector Holdings
 
Subordinated Notes 10.169% effective yield (5)(7)(8)(9) 
 
7/20/2027
 
18,357,647

 
12,332,974

 
11,146,763

 
1.7%
 
 
 
 
 
 
 
 
18,357,647

 
12,332,974

 
11,146,763

 
 
Aviation Technical Services, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)(11) 
 
3/31/2022
 
25,000,000

 
25,000,000

 
25,000,000

 
3.8%
 
 
 
 
 
 
 
 
25,000,000

 
25,000,000

 
25,000,000

 
 
Barry's Bootcamp Holdings, LLC
 
Services: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12) 
 
7/14/2022
 
8,571,429

 
8,571,429

 
8,488,429

 
1.3%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12) 
 
7/14/2022
 
3,360,000

 
3,360,000

 
3,312,960

 
0.5%
 
 
 
 
 
 
 
 
11,931,429

 
11,931,429

 
11,801,389

 
 
Black Angus Steakhouses, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)(5)(11)(12) 
 
4/24/2020
 
18,722,098

 
18,722,098

 
18,353,183

 
2.8%
 
 
 
 
 
 
 
 
18,722,098

 
18,722,098

 
18,353,183

 
 
BRG Sports, Inc.
 
Consumer Goods: Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)
 
6/15/2023
 
6,711,250

 
6,711,250

 
6,617,293

 
1.0%
 
 
 
 
 
 
 
 
6,711,250

 
6,711,250

 
6,617,293

 
 
Brook & Whittle Holding Corp.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (4)(5)
 
10/17/2024
 
3,719,582

 
3,719,582

 
3,719,582

 
0.6%
 
 
 
 
 
 
 
 
3,719,582

 
3,719,582

 
3,719,582

 
 
Central States Dermatology Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)(12) 
 
4/20/2022
 
3,090,991

 
3,090,991

 
3,045,360

 
0.5%
 
 
 
 
 
 
 
 
3,090,991

 
3,090,991

 
3,045,360

 
 
Covenant Surgical Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.500%(4)(5)
 
10/4/2024
 
6,935,170

 
6,920,608

 
6,865,818

 
1.0%
 
 
 
 
 
 
 
 
6,935,170

 
6,920,608

 
6,865,818

 
 
CPI International, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(6)
 
7/28/2025
 
9,900,752

 
9,871,970

 
9,776,992

 
1.5%
 
 
 
 
 
 
 
 
9,900,752

 
9,871,970

 
9,776,992

 
 
DataOnline Corp.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)(12)
 
7/31/2025
 
9,975,000

 
9,975,000

 
9,975,000

 
1.5%
 
 
 
 
 
 
 
 
9,975,000

 
9,975,000

 
9,975,000

 
 
Drew Marine Partners, LP
 
Transportation: Cargo
 
Senior Secured Second Lien Term Loan LIBOR + 7.000%, 1.000% Floor (6)
 
5/19/2021
 
10,000,000

 
10,035,660

 
9,862,000

 
1.5%
 
 
 
 
 
 
 
 
10,000,000

 
10,035,660

 
9,862,000

 
 
Dryden 38 Senior Loan Fund, Series 2015-38A
 
Multi-Sector Holdings
 
Subordinated Notes 12.456% effective yield (7)(8)(9)
 
7/15/2027
 
7,000,000

 
4,877,323

 
4,890,900

 
0.7%
 
 
 
 
 
 
 
 
7,000,000

 
4,877,323

 
4,890,900

 
 
Dryden 43 Senior Loan Fund, Series 2016-43A
 
Multi-Sector Holdings
 
Subordinated Notes 4.966% effective yield (5)(7)(8)(9)
 
7/20/2029
 
3,620,000

 
2,902,869

 
2,330,918

 
0.4%
 
 
 
 
 
 
 
 
3,620,000

 
2,902,869

 
2,330,918

 
 
Dryden 49 Senior Loan Fund, Series 2017-49A
 
Multi-Sector Holdings
 
Subordinated Notes 6.812% effective yield (5)(8)(9)
 
7/18/2030
 
17,233,288

 
14,799,896

 
12,414,861

 
1.9%
 
 
 
 
 
 
 
 
17,233,288

 
14,799,896

 
12,414,861

 
 
Dynamic Energy Services International LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan 12.000% (5)(12) 
 
6/30/2019
 
246,677

 
246,677

 
246,677

 
0.0%
 
 
 
 
Senior Secured First Lien Term Loan 8.500% PIK + LIBOR (4)(5)(13) 
 
5/6/2019
 
11,474,068

 
9,828,831

 
1,304,602

 
0.2%
 
 
 
 
 
 
 
 
11,720,745

 
10,075,508

 
1,551,279

 
 

8


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Elite Comfort Solutions LLC
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (6)(12)
 
1/15/2021
 
8,019,802

 
8,019,802

 
8,019,802

 
1.2%
 
 
 
 
 
 
 
 
8,019,802

 
8,019,802

 
8,019,802

 
 
First Boston Construction Holdings, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior secured first lien notes 12.000% (5)
 
2/23/2023
 
9,965,000

 
9,965,000

 
9,910,193

 
1.5%
 
 
 
 
Preferred Equity - 2,491,250 units (5)(10)
 
 
 
—

 
2,491,250

 
2,491,250

 
0.4%
 
 
 
 
 
 
 
 
9,965,000

 
12,456,250

 
12,401,443

 
 
FKI Security Group, LLC
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(6)
 
3/30/2020
 
11,187,500

 
11,187,500

 
11,187,500

 
1.7%
 
 
 
 
 
 
 
 
11,187,500

 
11,187,500

 
11,187,500

 
 
Friedrich Holdings, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (5)(6)
 
2/7/2023
 
14,853,555

 
14,853,555

 
14,853,555

 
2.2%
 
 
 
 
 
 
 
 
14,853,555

 
14,853,555

 
14,853,555

 
 
Fusion Telecommunications International Inc.
 
Telecommunications
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (4)
 
5/4/2023
 
894,729

 
862,917

 
836,840

 
0.1%
 
 
 
 
 
 
 
 
894,729

 
862,917

 
836,840

 
 
GK Holdings, Inc.
 
Services: Business
 
Senior Secured Second Lien Term Loan LIBOR + 10.250%, 1.000% Floor (4)
 
1/20/2022
 
10,000,000

 
10,000,000

 
8,763,000

 
1.3%
 
 
 
 
 
 
 
 
10,000,000

 
10,000,000

 
8,763,000

 
 
Golden West Packaging Group LLC
 
Forest Products & Paper
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (5)(6)
 
6/20/2023
 
2,503,182

 
2,503,182

 
2,503,182

 
0.4%
 
 
 
 
 
 
 
 
2,503,182

 
2,503,182

 
2,503,182

 
 
Heligear Acquisition Co.
 
Aerospace & Defense
 
Senior secured first lien notes 10.250% (5)(7)
 
10/15/2019
 
15,000,000

 
15,000,000

 
14,451,000

 
2.2%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
14,451,000

 
 
High Ridge Brands Co.
 
Consumer Goods: Non-Durable
 
Senior secured first lien notes 8.875% (5)(7)(13)
 
3/15/2025
 
2,000,000

 
2,000,000

 
876,600

 
0.1%
 
 
 
 
 
 
 
 
2,000,000

 
2,000,000

 
876,600

 
 
Holland Acquisition Corp.
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)
 
5/29/2020
 
4,400,696

 
4,380,988

 
3,134,616

 
0.5%
 
 
 
 
 
 
 
 
4,400,696

 
4,380,988

 
3,134,616

 
 
Hylan Datacom & Electrical LLC
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (5)(6)
 
7/25/2021
 
14,316,715

 
14,316,715

 
14,183,570

 
2.1%
 
 
 
 
 
 
 
 
14,316,715

 
14,316,715

 
14,183,570

 
 
IHS Intermediate, Inc.
 
Services: Business
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (4)
 
7/20/2022
 
25,000,000

 
25,000,000

 
24,815,000

 
3.7%
 
 
 
 
 
 
 
 
25,000,000

 
25,000,000

 
24,815,000

 
 
Impact Group, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
6/27/2023
 
6,158,312

 
6,158,312

 
6,158,312

 
0.9%
 
 
 
 
 
 
 
 
6,158,312

 
6,158,312

 
6,158,312

 
 
Interflex Acquisition Company, LLC
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (5)(6)
 
8/18/2022
 
13,412,500

 
13,412,500

 
12,445,459

 
1.9%
 
 
 
 
 
 
 
 
13,412,500

 
13,412,500

 
12,445,459

 
 
Invision Diversified, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(6)(11) 
 
6/30/2020
 
22,631,334

 
22,631,334

 
22,631,334

 
3.4%
 
 
 
 
 
 
 
 
22,631,334

 
22,631,334

 
22,631,334

 
 
Isagenix International, LLC
 
Wholesale
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)
 
6/16/2025
 
1,950,000

 
1,940,090

 
1,925,430

 
0.3%
 
 
 
 
 
 
 
 
1,950,000

 
1,940,090

 
1,925,430

 
 
Isola USA Corp.
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK (4)(12)
 
1/2/2023
 
9,541,669

 
6,639,511

 
6,699,206

 
1.0%

9


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Common Units - 10,283,782 units(8)(10)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
9,541,669

 
6,639,511

 
6,699,206

 
 
JFL-WCS Partners, LLC
 
Environmental Industries
 
Preferred Units - 618,876 6.000%, PIK (5)(8)
 
 
 
—

 
618,876

 
618,876

 
0.1%
 
 
 
 
Common Units - 68,764 units (5)(8)(10) 
 
 
 
—

 
68,764

 
363,762

 
0.1%
 
 
 
 
 
 
 
 
—

 
687,640

 
982,638

 
 
Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 9.250%, 1.000% Floor (4)(5)(14) 
 
5/1/2025
 
7,000,000

 
6,887,491

 
6,934,900

 
1.0%
 
 
 
 
 
 
 
 
7,000,000

 
6,887,491

 
6,934,900

 
 
L&S Plumbing Partnership, Ltd.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(6)
 
2/15/2022
 
10,615,319

 
10,615,319

 
10,683,257

 
1.6%
 
 
 
 
 
 
 
 
10,615,319

 
10,615,319

 
10,683,257

 
 
Livingston International Inc.
 
Transportation: Cargo
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.250% Floor (4)(8)
 
4/17/2020
 
4,613,287

 
4,528,653

 
4,359,556

 
0.7%
 
 
 
 
 
 
 
 
4,613,287

 
4,528,653

 
4,359,556

 
 
Magnetite XIX, Limited
 
Multi-Sector Holdings
 
Subordinated Notes LIBOR + 7.610% (4)(7)(8)(9)
 
7/17/2030
 
2,000,000

 
1,875,000

 
1,797,800

 
0.3%
 
 
 
 
Subordinated Notes 4.790% effective yield (5)(7)(8)(9)
 
7/17/2030
 
13,730,209

 
11,634,266

 
9,863,782

 
1.5%
 
 
 
 
 
 
 
 
15,730,209

 
13,509,266

 
11,661,582

 
 
Manna Pro Products, LLC
 
Consumer Goods: Non-durable
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (5)(6)(12) 
 
12/8/2023
 
4,633,333

 
4,633,333

 
4,513,837

 
0.7%
 
 
 
 
 
 
 
 
4,633,333

 
4,633,333

 
4,513,837

 
 
Nathan's Famous, Inc.
 
Beverage & Food
 
Senior secured first lien notes 6.625% (5)(7)(8)(15)
 
11/1/2025
 
4,950,000

 
4,965,308

 
4,742,100

 
0.7%
 
 
 
 
 
 
 
 
4,950,000

 
4,965,308

 
4,742,100

 
 
New Media Holdings II LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (5)(6)
 
7/14/2022
 
7,447,624

 
7,439,698

 
7,410,386

 
1.1%
 
 
 
 
 
 
 
 
7,447,624

 
7,439,698

 
7,410,386

 
 
Nine West Holdings, Inc.
 
Consumer Goods:  Non-durable
 
Senior Secured First Lien Term Loan 8.250%
 
10/8/2019
 
2,212,649

 
2,134,223

 
2,132,551

 
0.3%
 
 
 
 
 
 
 
 
2,212,649

 
2,134,223

 
2,132,551

 
 
Novetta Solutions, LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (6)
 
10/16/2023
 
11,000,000

 
10,926,479

 
9,903,300

 
1.5%
 
 
 
 
 
 
 
 
11,000,000

 
10,926,479

 
9,903,300

 
 
Oxford Mining Company, LLC
 
Metals & Mining
 
Senior Secured First Lien Term Loan LIBOR + 10.500%, 0.750% Floor, 3.000% PIK (4)(5)(13) 
 
12/31/2018
 
13,424,511

 
11,680,099

 
4,093,133

 
0.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 10.500%, 0.750% Floor, 3.000% PIK(4)(5)(13) 
 
12/31/2018
 
9,289,873

 
8,063,161

 
2,832,482

 
0.4%
 
 
 
 
 
 
 
 
22,714,384

 
19,743,260

 
6,925,615

 
 
Path Medical, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK (4)(5) 
 
10/11/2021
 
15,601,663

 
15,231,477

 
14,779,456

 
2.2%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)(5)(12) 
 
10/11/2021
 
918,400

 
918,400

 
918,400

 
0.1%
 
 
 
 
Warrants - 36,716 warrants  (5)(10)
 
1/9/2027
 
—

 
669,709

 
—

 
0.0%
 
 
 
 
 
 
 
 
16,520,063

 
16,819,586

 
15,697,856

 
 
PetroChoice Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)
 
8/19/2022
 
2,904,173

 
2,875,786

 
2,877,454

 
0.4%
 
 
 
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (4)(5)(11) 
 
8/21/2023
 
9,000,000

 
9,000,000

 
8,902,800

 
1.3%
 
 
 
 
 
 
 
 
11,904,173

 
11,875,786

 
11,780,254

 
 

10


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Polymer Solutions Group Holdings, LLC
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)
 
6/30/2021
 
2,445,180

 
2,445,180

 
2,445,180

 
0.4%
 
 
 
 
 
 
 
 
2,445,180

 
2,445,180

 
2,445,180

 
 
Press Ganey Holdings, Inc
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 6.500%, 1.000% Floor (6)
 
10/21/2024
 
5,842,724

 
5,927,327

 
5,769,106

 
0.9%
 
 
 
 
 
 
 
 
5,842,724

 
5,927,327

 
5,769,106

 
 
PT Network, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (4)(5)(12) 
 
11/30/2021
 
7,921,094

 
7,921,094

 
7,665,272

 
1.2%
 
 
 
 
 
 
 
 
7,921,094

 
7,921,094

 
7,665,272

 
 
RateGain Technologies, Inc.
 
Hotel, Gaming & Leisure
 
Subordinated Notes (5)(10)
 
7/31/2020
 
476,190

 
476,190

 
476,190

 
0.1%
 
 
 
 
Subordinated Notes (5)(10)
 
7/31/2021
 
476,190

 
476,190

 
476,190

 
0.1%
 
 
 
 
 
 
 
 
952,380

 
952,380

 
952,380

 
 
Redwood Services Group, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/6/2023
 
20,069,765

 
20,069,765

 
19,806,851

 
3.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/6/2023
 
1,150,000

 
1,150,000

 
1,150,000

 
0.2%
 
 
 
 
 
 
 
 
21,219,765

 
21,219,765

 
20,956,851

 
 
Resolute Investment Managers, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 7.500%, 1.000% Floor (4)(5)
 
4/30/2023
 
7,950,000

 
7,904,561

 
7,868,115

 
1.2%
 
 
 
 
 
 
 
 
7,950,000

 
7,904,561

 
7,868,115

 
 
Rhombus Cinema Holdings, LP
 
Media: Diversified & Production
 
Preferred Equity 10.000% - 7,449 shares (5)(8)
 
 
 
—

 
4,584,207

 
5,647,861

 
0.9%
 
 
 
 
Common Units - 3,163 units (5)(8)(10) 
 
 
 
—

 
3,162,793

 
1,198,288

 
0.2%
 
 
 
 
 
 
 
 
—

 
7,747,000

 
6,846,149

 
 
RMS Holding Company, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
11/16/2022
 
18,277,090

 
18,277,090

 
18,277,090

 
2.8%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12)
 
11/16/2022
 
2,870,681

 
2,870,681

 
2,805,157

 
0.4%
 
 
 
 
 
 
 
 
21,147,771

 
21,147,771

 
21,082,247

 
 
SavATree, LLC
 
Environmental Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (4)(5)(12)
 
6/2/2022
 
4,219,081

 
4,219,081

 
4,181,430

 
0.6%
 
 
 
 
 
 
 
 
4,219,081

 
4,219,081

 
4,181,430

 
 
SFP Holding, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)
 
9/1/2022
 
6,678,921

 
6,678,921

 
6,678,921

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)(12)
 
9/1/2022
 
2,726,241

 
2,726,241

 
2,726,241

 
0.4%
 
 
 
 
Equity - 0.94% of outstanding equity (5)(10)
 
 
 
—

 
491,270

 
491,270

 
0.1%
 
 
 
 
 
 
 
 
9,405,162

 
9,896,432

 
9,896,432

 
 
Shift4 Payments, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)
 
11/28/2025
 
9,950,000

 
9,863,685

 
9,820,650

 
1.5%
 
 
 
 
 
 
 
 
9,950,000

 
9,863,685

 
9,820,650

 
 
Ship Supply Acquisition Corporation
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (4)(5)(13)
 
7/31/2020
 
21,562,500

 
21,190,536

 
10,332,750

 
1.6%
 
 
 
 
 
 
 
 
21,562,500

 
21,190,536

 
10,332,750

 
 
Simplified Logistics, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)(12)
 
2/28/2022
 
18,668,289

 
18,668,289

 
18,363,996

 
2.8%
 
 
 
 
 
 
 
 
18,668,289

 
18,668,289

 
18,363,996

 
 
Sizzling Platter, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor(16)
 
4/29/2020
 
15,000,000

 
15,000,000

 
15,000,000

 
2.3%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
15,000,000

 
 

11


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
SMART Financial Operations, LLC
 
Retail
 
Preferred Equity - 1,000,000 units (5)(8)(10) 
 
 
 
1,000,000

 
1,000,000

 
1,000,000

 
0.2%
 
 
 
 
 
 
 
 
1,000,000

 
1,000,000

 
1,000,000

 
 
Smile Doctors, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)
 
10/6/2022
 
8,333,925

 
8,333,925

 
8,177,247

 
1.2%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)(12)
 
10/6/2022
 
1,357,903

 
1,357,903

 
1,251,428

 
0.2%
 
 
 
 
 
 
 
 
9,691,828

 
9,691,828

 
9,428,675

 
 
Sound Point CLO XX, Ltd.
 
Multi-Sector Holdings
 
Subordinated Notes 13.366% effective yield (5)(7)(8)(9)
 
7/26/2031
 
4,489,000

 
4,072,623

 
4,063,892

 
0.6%
 
 
 
 
 
 
 
 
4,489,000

 
4,072,623

 
4,063,892

 
 
Southwest Dealer Services, Inc.
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/2/2022
 
4,658,156

 
4,658,156

 
4,574,775

 
0.7%
 
 
 
 
 
 
 
 
4,658,156

 
4,658,156

 
4,574,775

 
 
SRS Software, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor, 0.500% unused fee (4)(5)(12)
 
2/17/2022
 
19,158,750

 
19,158,750

 
19,158,750

 
2.9%
 
 
 
 
 
 
 
 
19,158,750

 
19,158,750

 
19,158,750

 
 
Starfish Holdco, LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 9.000%, 1.000% Floor (5)(6)
 
8/18/2025
 
4,000,000

 
3,949,703

 
3,905,200

 
0.5%
 
 
 
 
 
 
 
 
4,000,000

 
3,949,703

 
3,905,200

 
 
Team Car Care, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(6)
 
2/23/2023
 
14,480,069

 
14,480,070

 
14,271,556

 
2.2%
 
 
 
 
 
 
 
 
14,480,069

 
14,480,070

 
14,271,556

 
 
Techniplas, LLC
 
Automotive
 
Senior Secured First Lien Notes 10.000% (7)
 
5/1/2020
 
6,000,000

 
6,000,000

 
5,515,200

 
0.8%
 
 
 
 
 
 
 
 
6,000,000

 
6,000,000

 
5,515,200

 
 
The Imagine Group LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (5)(6)(14)
 
6/21/2023
 
8,950,000

 
8,849,117

 
7,888,530

 
1.2%
 
 
 
 
 
 
 
 
8,950,000

 
8,849,117

 
7,888,530

 
 
The Octave Music Group, Inc.
 
Media: Diversified & Production
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (5)(6)
 
5/27/2022
 
7,500,000

 
7,500,000

 
7,475,250

 
1.1%
 
 
 
 
 
 
 
 
7,500,000

 
7,500,000

 
7,475,250

 
 
True Religion Apparel, Inc.
 
Retail
 
Senior Secured First Lien Term Loan 10.000%
 
10/27/2022
 
181,731

 
139,861

 
64,587

 
0.0%
 
 
 
 
Common Stock - 2,448 shares(10)  
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Warrants - 1,122 warrants (10)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
181,731

 
139,861

 
64,587

 
 
U.S. Auto Sales Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 10.500%, 1.000% Floor (5)(6)(11) 
 
6/8/2020
 
5,500,000

 
5,500,000

 
5,490,650

 
0.8%
 
 
 
 
 
 
 
 
5,500,000

 
5,500,000

 
5,490,650

 
 
U.S. Well Services, LLC
 
Energy: Oil & Gas
 
Warrants - 2.04% of outstanding equity (10)
 
2/21/2019
 
—

 
173

 
—

 
0.0%
 
 
 
 
 
 
 
 
—

 
173

 
—

 
 
Vail Holdco Corp
 
Wholesale
 
Preferred Equity 12.500% - PIK 20,330 shares (5)
 
 
 
—

 
21,457,643

 
21,648,460

 
3.3%
 
 
 
 
Preferred Equity - 15,250 shares (5)(10) 
 
 
 
—

 
15,250,000

 
18,112,425

 
2.7%
 
 
 
 
Warrants - 14,007 warrants (5)(10)
 
 
 
—

 
860,357

 
1,172,806

 
0.2%
 
 
 
 
 
 
 
 
—

 
37,568,000

 
40,933,691

 
 
Valence Surface Technologies, Inc.
 
Aerospace & Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (4)(5)
 
6/13/2021
 
5,949,311

 
5,947,586

 
5,949,311

 
0.9%
 
 
 
 
 
 
 
 
5,949,311

 
5,947,586

 
5,949,311

 
 

12


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Velocity Pooling Vehicle, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 11.000%, 1.000% Floor (4)(5)
 
4/28/2023
 
694,375

 
635,495

 
609,036

 
0.1%
 
 
 
 
Common units - 4,676 units (5)(10) 
 
 
 
—

 
259,938

 
259,938

 
0.0%
 
 
 
 
Warrants - 5,591 warrants(5)(10) 
 
3/30/2028
 
—

 
310,802

 
310,803

 
0.0%
 
 
 
 
 
 
 
 
694,375

 
1,206,235

 
1,179,777

 
 
Vertafore, Inc.
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(6)
 
7/2/2026
 
2,000,000

 
1,981,064

 
1,898,800

 
0.3%
 
 
 
 
 
 
 
 
2,000,000

 
1,981,064

 
1,898,800

 
 
VOYA CLO 2016-2, LTD.
 
Multi-Sector Holdings
 
Subordinated Notes 1.683% effective yield (5)(7)(8)(9)
 
7/19/2028
 
22,842,661

 
18,392,998

 
12,798,743

 
1.9%
 
 
 
 
 
 
 
 
22,842,661

 
18,392,998

 
12,798,743

 
 
Walker Edison Furniture Company LLC
 
Consumer Goods:  Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
9/26/2024
 
15,000,000

 
15,000,000

 
15,000,000

 
2.3%
 
 
 
 
Common units - 2,000 units (5)(8)(10) 
 
 
 
—

 
2,000,000

 
2,000,000

 
0.3%
 
 
 
 
 
 
 
 
15,000,000

 
17,000,000

 
17,000,000

 
 
Watermill-QMC Midco, Inc.
 
Automotive
 
Equity - 2.3% partnership interest (5)(8)(10)
 
 
 
—

 
902,277

 
170,530

 
0.0%
 
 
 
 
 
 
 
 
—

 
902,277

 
170,530

 
 
Z Gallerie, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor, PIK (5)(13)(16)
 
10/8/2021
 
4,682,375

 
4,491,243

 
2,720,928

 
0.4%
 
 
 
 
 
 
 
 
4,682,375

 
4,491,243

 
2,720,928

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled/non-affiliated investments
 
 
 
 
 
$819,032,531
 
$758,474,260
 
114.6%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Controlled/affiliated investments – 24.9%(17)
 
 
 
 
 
 
 
 
 
 
 
 
1888 Industrial Services, LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)(12)
 
9/30/2021
 
943,344

 
943,344

 
943,344

 
0.1%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)
 
9/30/2021
 
3,144,481

 
3,144,481

 
3,144,481

 
0.5%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor, PIK (4)(5) 
 
9/30/2021
 
7,815,751

 
7,022,422

 
6,005,623

 
0.9%
 
 
 
 
Units - 7,546.76 units (5)(10) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
11,903,576

 
11,110,247

 
10,093,448

 
 
Access Media Holdings, LLC
 
Media: Broadcasting & Subscription
 
Senior Secured First Lien Term Loan 10.000% PIK (5)(13) 
 
7/22/2020
 
8,140,827

 
7,422,407

 
5,141,747

 
0.8%
 
 
 
 
Common Stock - 14 units (5)(8)(10) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Preferred Equity - 1,400,000 units (5)(8)(10)
 
 
 
—

 
1,400,000

 
—

 
0.0%
 
 
 
 
Preferred Equity - 700,000 units (5)(8)(10) 
 
 
 
—

 
700,000

 
—

 
0.0%
 
 
 
 
Preferred Equity - 849,800 units (5)(8)(10)(12) 
 
 
 
—

 
849,800

 
(88,200
)
 
0.0%
 
 
 
 
 
 
 
 
8,140,827

 
10,372,207

 
5,053,547

 
 
Caddo Investors Holdings 1 LLC
 
Forest Products & Paper
 
Equity - 12.250% LLC Interest (5)(8)(19) 
 
 
 
—

 
4,972,863

 
5,186,935

 
0.8%
 
 
 
 
 
 
 
 
—

 
4,972,863

 
5,186,935

 
 
Capstone Nutrition, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5)(13) 
 
9/25/2020
 
23,545,552

 
15,652,279

 
9,524,176

 
1.4%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5)(13) 
 
9/25/2020
 
10,588,333

 
7,268,839

 
4,282,981

 
0.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5) 
 
9/25/2020
 
1,745,510

 
1,745,509

 
1,745,510

 
0.3%
 
 
 
 
Common Stock - 2,197.8 shares (5)(10) 
 
 
 
—

 
9

 
—

 
0.0%

13


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Common Stock - 3,498.5 shares(5)(10) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Common Stock - 7,068.3 shares(5)(10)
 
 
 
—

 
300,002

 
—

 
0.0%
 
 
 
 
 
 
 
 
35,879,395

 
24,966,638

 
15,552,667

 
 
Charming Charlie LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)(12)
 
4/24/2023
 
3,121,470

 
3,121,470

 
3,121,470

 
0.5%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)
 
4/24/2023
 
3,821,350

 
2,737,658

 
1,515,547

 
0.2%
 
 
 
 
Senior Secured First Lien Term Loan 20.000%
 
5/15/2019
 
182,617

 
182,617

 
182,617

 
0.0%
 
 
 
 
Common Stock - 34,923,249 shares (10)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
7,125,437

 
6,041,745

 
4,819,634

 
 
MCM 500 East Pratt Holdings, LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity - 5,000,000 units (8)(10)
 
 
 
—

 
5,000,000

 
5,000,000

 
0.8%
 
 
 
 
 
 
 
 
—

 
5,000,000

 
5,000,000

 
 
MCM Capital Office Park Holdings LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity - 7,500,000 units (8)(10)
 
 
 
—

 
7,500,000

 
12,499,125

 
1.9%
 
 
 
 
 
 
 
 
—

 
7,500,000

 
12,499,125

 
 
Medley Chiller Holdings LLC
 
Services:  Business
 
Equity - 85% interest (8)(10)(19)
 
 
 
—

 
8,627,500

 
9,098,157

 
1.4%
 
 
 
 
 
 
 
 
—

 
8,627,500

 
9,098,157

 
 
Nomida, LLC
 
Construction & Building
 
Equity 5,400,000 units (8)(10)
 
 
 
—

 
2,289,760

 
989,820

 
0.1%
 
 
 
 
 
 
 
 
—

 
2,289,760

 
989,820

 
 
Sierra Senior Loan Strategy JV I LLC
 
Multi-Sector Holdings
 
Equity - 87.5% ownership of SIC Senior Loan Strategy JV I LLC (8)(12)(19)
 
 
 
92,050,000

 
92,050,000

 
82,515,860

 
12.5%
 
 
 
 
 
 
 
 
92,050,000

 
92,050,000

 
82,515,860

 
 
TwentyEighty, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor, 4.000% PIK (4)(12) 
 
3/31/2020
 
6,975,035

 
6,975,035

 
6,975,035

 
1.1%
 
 
 
 
Senior Secured First Lien Term Loan 0.250%, 8.750% PIK (4)
 
3/31/2020
 
6,687,383

 
6,406,364

 
6,497,461

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (4)
 
3/31/2020
 
323,167

 
321,972

 
319,870

 
0.0%
 
 
 
 
Common Units - 58,098 units(10) 
 
 
 
—

 
—

 
404,943

 
0.1%
 
 
 
 
 
 
 
 
13,985,585

 
13,703,371

 
14,197,309

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total controlled/affiliated investments
 
 
 
 
 
$
186,634,331

 
$
165,006,502

 
24.9%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market fund – 3.7%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federated Institutional Prime Obligations Fund (18)
 
 
 
Money Market 2.460%
 
 
 
34,482,189

 
34,482,189

 
34,482,189

 
5.2%
Total money market fund
 
 
 
 
 
 
 
$
34,482,189

 
$
34,482,189

 
$
34,482,189

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative instrument - long exposure
 
 
 
 
Notional Amount
 
Unrealized Appreciation/(Depreciation)
 
Total return swap with Citibank, N.A. (Note 5)
 
 
 
Total Return Swap
 
 
 
 
78,776,760
 
 
(6,524,904
)
 
Total derivative instrument - long exposure
 
 
 
 
 
 
$
78,776,760
 
 
$
(6,524,904
)
 

(1)
All of the Company's investments are domiciled in the United States except for Livingston International Inc., which is domiciled in Canada and AMMC CLO 22, Limited Series 2018-22A, Apidos CLO XXIV, Series 2016-24A, Dryden 38 Senior Loan Fund, Series 2015-38A, Dryden 43 Senior Loan Fund, Series 2016-43A, Dryden 49 Senior Loan Fund, Series 2017-49A, Magnetite XIX, Limited, Sound Point CLO XX, Ltd., and VOYA CLO 2016-2, Ltd.
(2)
Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.
(3)
Percentage is based on net assets of $662,080,199 as of December 31, 2018.
(4)
The interest rate on these loans is subject to a base rate plus 3 Month “3M” LIBOR, which at December 31, 2018 was 2.81%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 3M LIBOR.

14


(5)
An affiliated fund that is managed by an affiliate of SIC Advisors also holds an investment in this security.
(6)
The interest rate on these loans is subject to a base rate plus 1 Month "1M" LIBOR, which at December 31, 2018 was 2.50%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 1M LIBOR.
(7)
Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities represent a fair value of $78,405,516 or 11.8% of net assets as of December 31, 2018 and are considered restricted.
(8)
The investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act of 1940 (the "1940 Act"). Non-qualifying assets represent 21.1% of the Company's portfolio at fair value.
(9)
This investment is in the equity class of a collateralized loan obligation (CLO"). The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions that have been made regarding expected prepayments.
(10)
Security is non-income producing.
(11)
A portion of this investment was sold via a participation agreement. The listed amount is the portion retained by the Company.
(12)
The investment has an unfunded commitment as of December 31, 2018. For further details, see Note 11. Fair value includes an analysis of the unfunded commitment.
(13)
The investment was on non-accrual status as of December 31, 2018.
(14)
Security is also held in the underlying portfolio of the total return swap with Citibank, N.A. (see Note 5). The Company's total exposure to The Imagine Group, LLC, and Keystone Acquisition Corp. is $13,739,430 or 2.1% and $8,760,522 or 1.3% of Net Assets as of December 31, 2018.
(15)
Represents securities in Level 2 in the ASC 820 table (see Note 4).
(16)
The interest rate on these loans is subject to a base rate plus 2 Month "2M" LIBOR, which at December 31, 2018 was 2.61%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 2M LIBOR.
(17)
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns at least 5% but no more than 25% of the voting securities or we are under common control with such portfolio company. Control Investments are defined by the 1940 Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(18)
Represents securities in Level 1 in the ASC 820 table (see Note 4).
(19)
As a practical expedient, the Company uses NAV to determine the fair value of this investment.

As of December 31, 2018, the weighted average yield based upon original cost on our portfolio investments, including the yield on the equity component of the total return swap ("TRS") that Arbor Funding LLC ("Arbor"), our wholly-owned financing subsidiary entered into with Citibank, N.A. ("Citibank"), was approximately 9.7%, and approximately 74.1% of our portfolio investments were senior secured. As of December 31, 2018, 90.7% of our income-bearing investment portfolio bore interest based on floating rates, such as LIBOR or the Alternate Base Rate ("ABR"), and 9.3% bore interest at fixed rates. The weighted average yield on income-producing investments is computed based upon the contractual interest payments and principal amortizations due at maturity for each individual investment, which amount is divided by the total cost borne by us on such income-producing investments as of the end of the applicable reporting period. The yield on our portfolio investments is higher than what our investors will realize because it does not reflect our expenses and the sales load paid by investors.
Overview of Portfolio Companies
Set forth below is a brief description of the business of our portfolio companies as of December 31, 2018.
Portfolio Company
  
Brief Description of Portfolio Company
1888 Industrial Services, LLC
  
1888 Industrial Services, LLC provides field support services to oil and gas independent producers, drilling companies and midstream companies in the Denver-Julesburg Basin, with headquarters in the heart of the Wattenberg region in Greeley, CO. AAR builds, repairs, modifies and maintains oil and gas production equipment, sites, wells and pipelines.
AAAHI Acquisition Corporation
 
AAAHI Acquisition Corporation (“All Aboard”) is a leading provider of passenger transport services to customers throughout the U.S. Sun Belt Region. All Aboard is comprised of six local operating units, the largest of which include: Hotard, All Aboard America!, and Sun Diego.
Access Media Holdings, LLC
 
Access Media Holdings, LLC (d/b/a Access Media 3, Inc.), headquartered in Oak Brook, IL, is a triple-play provider of digital satellite television, high speed internet and voice services to the residential multi-dwelling unit market in the United States.
Alpine SG, LLC

 
Alpine SG, LLC is an aggregator of niche, vertically oriented software businesses. Each business operates independently with oversight from the Alpine SG management team. The platform includes the following 5 companies: CSF, Aerialink, Minute Menu, Bill4Time, and Exym.
American Dental Partners, Inc.
 
American Dental Partners, Inc., headquartered in Wakefield, MA, is one of the largest dental practice management (“DPM”) companies in the U.S. and provides dental groups with critical administrative functions, enabling dentists to focus on clinical care. 
Amerijet Holdings, Inc.
 
Amerijet Holdings, Inc., headquartered in Fort Lauderdale, FL, is a leading provider of air cargo and logistics to and from the Caribbean, Mexico and Latin America.
AMMC CLO 22, Limited Series 2018-22A

 
AMMC CLO 22, Limited Series 2018-22A is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last, out loans.
Answers Finance, LLC
 
Answers Finance, LLC (“Answers”) is headquartered in St. Louis, MO operates three primary businesses, supported by shared services functions, focused on empowering consumers and brands by connecting them with the information to optimize their decision making.
Apidos CLO XXIV, Series 2016-24A
 
Apidos CLO XXIV, Series 2016-24A is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last-out loans.
Aviation Technical Services, Inc.
 
Aviation Technical Services, Inc., founded in 1970 and headquartered in Everett, WA, is a provider of commercial aerospace aftermarket services to the North American maintenance, repair and overhaul market.

15


Portfolio Company
  
Brief Description of Portfolio Company
Barry's Bootcamp Holdings, LLC
 
Barry’s Bootcamp Holdings, LLC, founded in 1998 and headquartered in Los Angeles, CA, is a leading boutique fitness studio operator offering hour long workouts that focus on high-intensity interval training, cardio, and strength training.
Black Angus Steakhouses, LLC
 
Black Angus Steakhouses, LLC, founded in 1964 and headquartered in Los Altos, CA, operates restaurants across six states including California, Arizona, Alaska, New Mexico, Washington, and Hawaii.
BRG Sports, Inc.
 
BRG Sports, Inc., founded in 1929 and headquartered in Des Plaines, Illinois, is a leading designer and developer of football helmets, protective sports equipment, head impact monitoring technologies, apparel and related accessories.
Brook & Whittle Holding Corp.

 
Brook & Whittle Holding Corp., founded in 1996 and based in North Branford, CT, provides printing and packaging solutions in North America. The company produces and supplies pressure sensitive labels and shrink film packaging products for personal care, beverage, food, and household industry sectors.
Caddo Investors Holdings 1 LLC
 
Caddo Investors Holdings I LLC, holds an investment in approximately 1.1 million acres of high quality and relatively young timber lands located in East Texas.
Capstone Nutrition, Inc.
 
Capstone Nutrition, Inc. (“Capstone”) which is headquartered in Ogden, UT, is a pure-play developer and manufacturer in the nutrition industry. Since 1992, Capstone has been developing, producing, and packaging capsule, tablet, and powder products for a variety of customers in the United States and internationally.
Central States Dermatology Services, LLC
 
Central States Dermatology Services, LLC, headquartered in Dayton, OH, serves dermatology clinics throughout Ohio.
Charming Charlie LLC
 
Charming Charlie LLC is a destination retailer of fashion jewelry and accessories. Charming Charlie is known for its fun, friendly, and fabulous brand which permeates its in-store and online experience.
Covenant Surgical Partners, Inc.

 
Covenant Surgical Partners, Inc., headquartered in Nashville, Tennessee, is a privately-held owner and operator of ambulatory surgery centers, anatomic pathology laboratories, anesthesia entities and physician practices.
CPI International, Inc.
 
CPI Holdings, Inc. develops and manufactures microwave, radio frequency, power, and control products for critical communications, defense and medical applications.
DataOnline Corp.
 
DataOnline Corp ("DataOnline") is a global provider of M2M solutions specifically for the monitoring of both fixed and mobile remote industrial assets. DataOnline specializes in robust and reliable devices & sensors, remote data collection, global wireless communications & web-based applications.
Drew Marine Partners, LP
 
Drew Marine Partners, LP, founded in 1928 and headquartered in Whippany, NJ, provides vessel performance products and fire, safety and rescue solutions products to maritime transportation vessels and offshore oil rigs.
Dryden 38 Senior Loan Fund, Series 2015-38A
 
Dryden 38 Senior Loan Fund, Series 2015-38A is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last out loans.
Dryden 43 Senior Loan Fund, Series 2016-43A
 
Dryden 43 Senior Loan Fund, Series 2016-43A is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last out loans.
Dryden 49 Senior Loan Fund, Series 2017-49A
 
Dryden 49 Senior Loan Fund is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last out loans.
Dynamic Energy Services International LLC
 
Dynamic Energy Services International LLC, which is headquartered in Wayne, PA, is a provider of full-service fabrication, construction and maintenance services to a broad range of worldwide markets including oil and gas, industrial and petrochemical markets.
Elite Comfort Solutions LLC
 
Elite Comfort Solutions LLC is a specialty foam manufacturer and fabrication processor, producing a range of consumer-facing products including bed-in-a-box, toppers, and pillows.
First Boston Construction Holdings, LLC
 
First Boston Construction Holdings, LLC, an affiliate of The Grossman Companies with offices in Quincy, MA and Southport, CT, extends private loans to builders, developers and real estate investors in the Northeast region of the United States.
FKI Security Group, LLC
 
FKI Security Group, LLC, founded in 1951 and headquartered in New Albany, IN, is a global manufacturer and national service provider of security, safety and asset protection products used in a variety of industries, including the financial services, government, retail, education, and medical end-markets.
Friedrich Holdings, Inc.
 
Friedrich Holdings, Inc., founded in 1883 and headquartered in San Antonio, TX, engineers and manufactures high-performance in-room air conditioning products.
Fusion Telecommunications International Inc.

 
Fusion Telecommunications International, Inc. provides cloud communications, cloud connectivity, cloud infrastructure, cloud computing, and managed cloud-based solutions to small, medium, and large businesses worldwide.
GK Holdings, Inc.
 
GK Holdings, Inc., headquartered in Cary, NC, is a worldwide provider of IT and business skills learning solutions participating in the global corporate training market.
Golden West Packaging Group LLC
 
Golden West Packaging Group LLC is a vertically integrated provider of highly customized, corrugated cardboard packaging.
Heligear Acquisition Co.
 
Heligear Acquisition Co. (d/b/a Northstar Aerospace), headquartered in Burr Ridge, IL, is an independent manufacturer of flight-critical aerospace gears and power transmission systems for domestic and international military and commercial aircraft applications.
High Ridge Brands Co.
 
High Ridge Brands Co., founded in 2011 and based in Stamford, CT, is a value oriented branded personal care company in the United States with specialization in the skin cleansing, hair care and oral care product categories.
Holland Acquisition Corp.
 
Holland Acquisition Corp. (“Holland”), founded in 1985 and headquartered in Fort Worth, TX, is a provider of land services to blue-chip clients throughout the United States. Holland offers a full-suite of land services in all three stages of the energy production cycle: upstream, midstream and downstream.

16


Portfolio Company
  
Brief Description of Portfolio Company
Hylan Datacom & Electrical LLC
 
Hylan Datacom & Electrical LLC, headquartered in Holmdel, NJ, is a specialty design, engineering and construction company providing telecommunications, electrical and utility services to customers in New York City and the greater Tri-State area.
IHS Intermediate, Inc.
 
IHS Intermediate, Inc. (d/b/a Interactive Health), headquartered in Schaumburg, IL, is a provider of customized corporate health and wellness improvement services. Interactive Health provides a suite of comprehensive, end-to-end services designed to improve personal health, lowering healthcare costs for employers, increasing employee productivity, and reducing health related absences.
Impact Group, LLC
 
Impact Group, LLC is a Boise, Idaho based sales and marketing agency providing outsourced sales, marketing and merchandising services to consumer packaged goods manufacturers.
Interflex Acquisition Company, LLC
 
InterFlex Acquisition Company, LLC, headquartered in Wilkesboro, NC, is a comprehensive provider of specialized printed and converted flexible packaging solutions for food and consumer packaged goods producers throughout the USA and UK.
Invision Diversified, LLC
 
Invision Diversified, LLC (“Invision”), headquartered in Chicago, IL, is the parent company of five low-volatility, high recurring revenue and strong free cash flow-generating services businesses. Invision’s services businesses provide largely nondiscretionary outsourced business services to a broad base of longstanding, high quality customers in over 20 different end-markets.
Isagenix International, LLC
 
Isagenix International, LLC (“Isagenix”) develops and distributes nutritional products through a direct marketing strategy. Isagenix offers products across a range of categories including weight wellness, energy, performance and healthy aging.
Isola USA Corp.
 
Isola USA Corp., founded in Germany in 1912, is a global material science company that designs, develops, and manufactures copper-clad laminate and prepreg used to fabricate advanced multilayer printed circuit boards.
JFL-WCS Partners, LLC
 
JFL-WCS Partners, LLC (d/b/a Waste Control Specialists LLC), headquartered in Dallas, Texas, operates a state-of-the-art facility for the processing, treatment, storage and disposal of LLRW, hazardous waste, and mixed hazardous and radioactive wastes.
Keystone Acquisition Corp.
 
Keystone Acquisition Corp. provides care and quality management to public and commercial clients in the healthcare industry.
L&S Plumbing Partnership, Ltd.
 
L & S Plumbing Partnership, Ltd, founded in 1984 and headquartered in Richardson, TX, is a provider of plumbing, electrical and HVAC installation services for new single family home development in Texas.
Livingston International Inc.
 
Livingston International Inc. is a pure-play, non-asset-based customs broker with its U.S. headquarters based in Chicago, IL.
Magnetite XIX, Limited
 
Magnetite XIX, Limited is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, second lien loans.
Manna Pro Products, LLC
 
Manna Pro Products, LLC, founded in 1985 and headquartered in Chesterfield, Missouri, is a manufacturer and distributor of pet nutrition and care products. Manna Pro targets five core animal end markets: dog & cat, horse, backyard chicken, other backyard pets and deer.
MCM 500 East Pratt Holdings, LLC

 
MCM 500 East Pratt Holdings, LLC is a 13-story, 279,712 square foot, class A office building located along Baltimore’s Pratt Street corridor developed in 2004 by the Trammell Crow Company
MCM Capital Office Park Holdings LLC
 
MCM Capital Office Park Holdings LLC is a commercial real estate portfolio in the Washington, DC metro area. The portfolio consists of six office buildings, a bank pad site and a residential development opportunity.
Medley Chiller Holdings LLC

 
Medley Chiller Holdings LLC is a strategic partnership that holds an investment in Cloverleaf Cold Storage (“Cloverleaf”).  Cloverleaf, founded in 1952, is a cold storage warehouse company that offers public and contract storage in refrigerated, frozen and dry environments, as well as value-added services to the protein industry under the Farmers Produce brand name.
Nathan’s Famous, Inc.
 
Nathan’s Famous, Inc., founded in 1916 and headquartered in Jericho, NY, is a licensor, wholesaler and retailer of food products marketed under Nathan’s Famous brand in the U.S. and internationally.
New Media Holdings II LLC
 
New Media Holdings II LLC, headquartered in New York, NY, is a publisher of locally-based print and online media in the United States.
Nine West Holdings, Inc.
 
Nine West Holdings, Inc., headquartered in White Plains, NY is a leading global designer and marketer of branded women's collection footwear, jeanswear and accessories in the United States, Canada and Europe.
Nomida, LLC
 
Nomida, LLC is a fully entitled, 40,800 sq. ft. for-sale multifamily development located in Chicago, IL.
Novetta Solutions, LLC
 
Novetta Solutions, LLC, headquartered in McLean, VA, is an advanced analytics company focused on technology-intensive national security solutions, providing services to government and commercial organizations.
Oxford Mining Company, LLC
 
Oxford Mining Company, LLC (d/b/a Westmoreland Resource Partners, L.P. or "Westmoreland"), headquartered in Columbus, OH, is a producer of high-value thermal coal and surface-mined coal. Westmoreland operates active surface mines with mining complexes principally in Ohio, Kentucky, West Virginia and Pennsylvania.
Path Medical, LLC
 
Path Medical, LLC, founded in 1993, is a provider of fully-integrated acute trauma treatment and diagnostic imaging solutions to patients injured in automobile and non-work related accidents throughout Florida.
PetroChoice Holdings, Inc.
 
PetroChoice Holdings, Inc. is a distributor of US lubricants and services primarily serving the Northeastern and Midwestern United States.
Polymer Solutions Group Holdings, LLC

 
Polymer Solutions Group Holdings, LLC, formed in 2015, is a portfolio of companies that deliver customer-centric solutions that improve the customers’ products, processes and performance.
Press Ganey Holdings, Inc.
 
Press Ganey Holdings, Inc., headquartered in South Bend, IN, is a provider of patient experience and caregiver measurement, performance analytics and strategic advisory solutions for healthcare organizations across the continuum of care.
PT Network, LLC
 
PT Network, LLC (d/b/a Pivot Physical Therapy), is a regional outpatient physical therapy and sports medicine operator with clinics in most of the Mid-Atlantic region.

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Portfolio Company
  
Brief Description of Portfolio Company
RateGain Technologies, Inc.
 
RateGain Technologies, Inc. provides hospitality and travel technology solutions for revenue management decision support, rate intelligence, electronic distribution and brand engagement helping customers across the world in streamlining their operations and sales.
Redwood Services Group, LLC
 
Redwood Services Group, LLC is a group of regional IT managed service providers that provide fully outsourced IT services to small and medium sized businesses.
Resolute Investment Managers, Inc.

 
Resolute Investment Managers, Inc. headquartered in Irving, TX, is an asset management firm that provides institutional-quality equity, fixed income, alternative and cash solutions to retail and institutional clients.
Rhombus Cinema Holdings, LP
 
Rhombus Cinema Holdings, LP, headquartered in Beverly Hills, CA, is an innovator and licensor of stereoscopic (3D) and other visual technologies for use in the cinema and on consumer electronic devices.
RMS Holding Company, LLC
 
RMS Holding Company, LLC, founded in 2003 and headquartered in La Mesa, CA, provides employment administration and risk management services to banks/private fiduciaries and state programs.
SavATree, LLC
 
SavATree, LLC, headquartered in Bedford Hills, NY, is a leading provider of residential tree and shrub maintenance, professional lawn care, and outdoor residential services with over twenty branches throughout the Eastern and Midwestern regions of the United States.
SFP Holding, Inc.
 
SFP Holdings, Inc., founded in 1999 and headquartered in St. Paul, MN, is a provider of fire and life safety security systems.
Shift4 Payments, LLC
 
Shift4 Payments, LLC, ( f/k/a Lighthouse Network, LLC ), founded in 1999 and headquartered in Allentown, PA, is a financial technology organization, power the top POS brands in the hospitality and retail sectors.
Ship Supply Acquisition Corporation
 
Ship Supply Acquisition Corporation, founded in 1968 and headquartered in Miami, FL, is a logistics services business that provides products and maritime services for commercial and military marine vessels.
Sierra Senior Loan Strategy JV I LLC
 
Sierra Senior Loan Strategy JV I LLC generates current income and capital appreciation by investing primarily in the debt of privately-held middle market companies in the United States with a focus on senior secured first lien term loans. See "Note 3 - Investments" in "Item 8 - Consolidated Financial Statements and Supplementary Data."
Simplified Logistics, LLC
 
Simplified Logistics, LLC is a Westlake, OH based provider of asset-light transportation management services focused on primarily managing less-than-truckload freight.
Sizzling Platter, LLC
 
Sizzling Platter, LLC, founded in 1963 and headquartered in Murray, UT, is a restaurant management company that operates Dunkin’ Donuts, Little Caesars, Red Robin Gourmet Burgers, and Sizzler Family Steakhouse brands.
Smile Doctors LLC
 
Smile Doctors LLC is a Specialty Dental Services Organization focused on acquiring pre-existing orthodontist practices and improving profitability through the implementation of upgraded marketing strategies and pricing plans, streamlining scheduling and back-office functions, and supporting new start growth with capital investments.
Sound Point CLO XX, Ltd.
 
Sound Point CLO XX, Ltd is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last, out loans.
Southwest Dealer Services, Inc.
 
Southwest Dealer Services, Inc. (“SWDS”), founded in 1988, offers auto security products, vehicle service contracts, guaranteed auto protection, and other ancillary F&I products to automobile dealers primarily across the Southwestern and Midwestern portions of the United States. SWDS also sells its products through two nationally recognized brands; KARR Security Systems and Century Auto.
SRS Software, LLC
 
SRS Software, LLC, founded in 1997 and headquartered in Montvale, NJ, is a leading provider of electronic health record and health information technology to high volume, specialty physicians.
Starfish Holdco, LLC
 
Starfish Holdco, LLC (d/b/a Syncsort) through its subsidiaries will be a global software company specializing in Big Data, high speed sorting products, data protection, data quality and integration software and services, for mainframe, power systems and open system environments to enterprise customers.
Team Car Care, LLC
 
Team Car Care, LLC (dba Heartland Automotive Services), founded in 1995, is a provider of quick lube and other ancillary maintenance services and is the largest Jiffy Lube franchisee in the United States.                                                                                                                                                                     
Techniplas, LLC
 
Techniplas, LLC, founded in 2010 and headquartered in Nashotah, WI, is a global producer of highly engineered and technically complex plastic modules and subsystems for niche applications primarily in the global automotive industry.
The Imagine Group LLC
 
The Imagine Group LLC, founded in 1988 and headquartered in Minneapolis, MN, is a provider of in-store marketing solutions in North America providing comprehensive in-store, point-of-purchase/point of sale marketing campaigns.
The Octave Music Group, Inc.
 
The Octave Music Group, Inc., headquartered in New York, NY, is an in-venue interactive music and entertainment platform, featured in bars and restaurants across North America and Europe.
True Religion Apparel, Inc.
 
True Religion Apparel, Inc. (“True Religion”), headquartered in Vernon, CA, designs, manufactures, and markets the True Religion brand. True Religion’s product line is sold in branded retail and outlet stores, as well as department stores and boutiques in the U.S. and abroad.
TwentyEighty, Inc.
 
TwentyEighty, Inc., headquartered in Reno, NV, provides global sales organizations with an objective source of industry knowledge and insight to help organizations overhaul their sales techniques re-energize their sales force and fine-tune their customer interactions.
U.S. Auto Sales Inc.
 
U.S. Auto Sales, Inc., founded in 1992 and headquartered in Lawrenceville, GA, sells and provides in-house financing of used vehicles to consumers underserved by traditional credit providers.
U.S. Well Services, LLC
 
U.S. Well Services, LLC is a Houston, TX, based oilfield service provider contracted to engage in pressure pumping and related services, including high-pressure hydraulic fracturing in unconventional oil and natural gas basins.
Vail Holdco Corp
 
Vail Holdco Corp is the direct parent entity of Avantor, Inc. Avantor, Inc. is a global supplier of ultra-high-purity materials for the life science and advanced technology markets.
Valence Surface Technologies, Inc.
 
Valence Surface Technologies, Inc., headquartered in The Woodlands, TX, is an independently owned aerospace and defense metal processing company with a focus on highly-complex flight critical parts servicing the commercial aerospace, defense, satellite and UAV markets.

18


Portfolio Company
  
Brief Description of Portfolio Company
Velocity Pooling Vehicle, LLC
 
Velocity Pooling Vehicle, LLC, headquartered in Indianapolis, IN is a manufacturer comprised of a group of highly recognizable brands serving nearly all product categories in the powersports aftermarket industry and a distributor of proprietary and sourced brands to a variety of dealers and retailers.
Vertafore, Inc.
 
Vertafore, Inc. is a provider of software and information services to independent insurance agents, brokers and insurance carriers.
VOYA CLO 2016-2, LTD.
 
VOYA CLO 2016-2, LTD. is a collateralized loan obligation vehicle invested in a diversified portfolio of primarily senior secured first lien bank loans and, to a limited extent, senior unsecured loans, second lien loans and first lien last, out loans.
Walker Edison Furniture Company LLC
 
Walker Edison Furniture Company LLC ("Walker Edison") is an e-commerce furniture platform exclusively selling through the websites of top online retailers. Walker Edison operates a data-driven business model to sell a variety of home furnishings in the discount category including TV stands, bedroom furniture, chairs & tables, desks and other.
Watermill-QMC Midco, Inc.
 
Watermill-QMC Midco, Inc. (d/b/a Quality Metalcraft, Inc.), founded in 1964 and headquartered in Livonia, MI, is a provider of complex assemblies for specialty automotive production, prototype and factory assist applications.
Z Gallerie, LLC
 
Z Gallerie, LLC, headquartered in Gardena, CA, is a lifestyle retailer offering a variety of home goods including furniture, artwork, lighting, tabletop items, textiles and decorative accessories.


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INVESTMENT ADVISORY AGREEMENT AND FEES
Investment Advisory Fees
We pay SIC Advisors a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. We believe that this fee structure benefits stockholders by aligning the compensation of our Advisor with our overall investment performance. The cost of both the base management fee and the incentive fee are ultimately borne by our stockholders.
Base Management Fee
The base management fee is calculated at an annual rate of 1.75% of our gross assets payable quarterly in arrears. For purposes of calculating the base management fee, the term “gross assets” includes any assets acquired with the proceeds of leverage. The Advisor benefits when we incur debt or use leverage. The base management fee is calculated based on our gross assets at the end of each completed calendar quarter. Base management fees for any partial quarter are appropriately pro-rated.
Incentive Fee
The incentive fee is divided into two parts: (i) a subordinated incentive fee on income and (ii) an incentive fee on capital gains. Each part of the incentive fee is outlined below.
The subordinated incentive fee on income is earned on pre-incentive fee net investment income and is determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the termination.
The subordinated incentive fee on income for each quarter will be calculated as follows:
•
No subordinated incentive fee on income is payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to investors of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter. We refer to this as the preferred quarterly return.
•
All of our pre-incentive fee net investment income, if any, that exceeds the preferred quarterly return, but is less than or equal to 2.1875% on our net assets at the end of the immediately preceding fiscal quarter in any quarter, is payable to the Advisor. We refer to this portion of our subordinated incentive fee on income as the catch up. It is intended to provide an incentive fee of 20% on all of our pre-incentive fee net investment income when our pre-incentive fee net investment income exceeds 2.1875% on our net assets at the end of the immediately preceding fiscal quarter in any quarter.
•
For any quarter in which our pre-incentive fee net investment income exceeds 2.1875% on our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of the amount of our pre-incentive fee net investment income, because the preferred return and catch up will have been achieved.
•
Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus our operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The following is a graphical representation of the calculation of the quarterly subordinated incentive fee on income:
 sicimage1a33.jpg

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Percentage of Pre-Incentive Fee Net Investment Income Allocated to Quarterly Incentive Fee
The incentive fee on capital gains is earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. In the case the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of such termination. The fee equals 20% of our realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. The incentive fee on capital gains is equal to our realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.
Because of the structure of the subordinated incentive fee on income and the incentive fee on capital gains, it is possible that we may pay such fees in a quarter where we incur a net loss. For example, if we receive pre-incentive fee net investment income in excess of the 1.75% on our net assets at the end of the immediately preceding fiscal quarter for a quarter, we will pay the applicable incentive fee even if we have incurred a net loss in the quarter due to a realized or unrealized capital loss. Our Advisor will not be under any obligation to reimburse us for any part of the incentive fee it receives that is based on prior period accrued income that we never receive as a result of a subsequent decline in the value of our portfolio.
The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately pro-rated. The fees will also be calculated using a detailed policy and procedure approved by our Advisor and our board of directors, including a majority of the independent directors, and such policy and procedure will be consistent with the description of the calculation of the fees set forth above.
Our Advisor may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any month, quarter or year will be deferred without interest and may be taken in any such other month prior to the occurrence of a liquidity event as our Advisor may determine in its sole discretion.
Reimbursements of Organizational and Offering Expense
Under the terms of the Investment Advisory Agreement, SIC Advisors bears all organizational and offering expenses on our behalf. Since June 2, 2014, the date that we raised $300 million in gross proceeds in connection with the sale of shares of our common stock, SIC Advisors was no longer obligated to bear, pay or otherwise be responsible for any ongoing organizational and offering expenses on our behalf, and we have been responsible for paying or otherwise incurring all such organizational and offering expenses. Pursuant to the terms of the Investment Advisory Agreement, we have agreed to reimburse SIC Advisors for any such organizational and offering expenses incurred by SIC Advisors not to exceed 1.25% of the gross subscriptions raised by us over the course of the offering period, which was initially scheduled to terminate two years from the initial offering date, unless extended. On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018. Notwithstanding the foregoing, in the event that organizational and offering expenses, together with sales commissions, the dealer manager fee and any discounts paid to members of the Financial Industry Regulatory Authority, exceed 15% of the gross proceeds from the sale of shares of our common stock pursuant to our registration statement or otherwise at the time of the completion of our offering, then SIC Advisors shall be required to pay or, if already paid by us, reimburse us for amounts exceeding such 15% limit.
Advisory Services
Under the terms of the Investment Advisory Agreement, our Advisor is responsible for the following:

•
determining the composition and allocation of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
•
identifying, evaluating, negotiating and structuring the investments we make;
•
performing due diligence on prospective portfolio companies;
•
executing, closing, servicing and monitoring the investments we make;
•
determining the securities and other assets that we will purchase, retain or sell; and
•
providing us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our capital.

Under the Investment Advisory Agreement, SIC Advisors has a fiduciary responsibility for the safeguarding and use of all of our funds and assets. SIC Advisors is also subject to liability under both the 1940 Act and the Advisers Act for a breach of these fiduciary duties.

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Currently, SIC Advisors is primarily responsible for initially identifying, evaluating, negotiating and structuring our investments. These activities will be carried out by its Investment Team and subject to the oversight of SIC Advisors’ senior investment personnel. Each investment that we make will require the approval of our Advisor before the investment may be made. Certain affiliated co-investment transactions may require the additional approval of our independent directors.
SIC Advisors’ services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.
Indemnification of Our Advisor
The Investment Advisory Agreement provides that the Advisor and its officers, directors, persons associated with SIC Advisors, stockholders (and owners of the stockholders), controlling persons and agents are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceedings arising out of or otherwise based on the performance of any of SIC Advisors’ duties or obligations under the Investment Advisory Agreement, as applicable, or otherwise as our investment adviser, (i) to the extent such damages, liabilities, cost and expenses (A) are not fully reimbursed by insurance and (B) do not arise by reason of willful misfeasance, bad faith, or gross negligence in SIC Advisors’ performance of such duties or obligations, or SIC Advisors’ reckless disregard of such duties or obligations, and (ii) otherwise to the fullest extent such indemnification is consistent with the provisions of our articles of incorporation, the 1940 Act, the laws of the State of Maryland and other applicable law.
The Investment Advisory Agreement further provides that SIC Advisors and its officers, directors, persons associated with SIC Advisors, stockholders (and owners of the stockholders), controlling persons and agents are not entitled to indemnification for any liability or loss suffered by them, nor will they be held harmless for any loss or liability suffered by us, unless (i) indemnified party has determined, in good faith, that the course of conduct which caused the loss or liability was in our best interests; (ii) SIC Advisors was acting on behalf of or performing services for us; (iii) such liability or loss was not the result of misconduct or negligence by SIC Advisors; and (iv) such indemnification or agreement to hold harmless is recoverable only out of our net assets and not from stockholders.
Term; Effective Date
The Investment Advisory Agreement was initially approved by our board of directors on April 5, 2012 and, pursuant to the 1940 Act, remained in effect for a period of two years. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect from year-to-year thereafter if approved annually at an in-person meeting of our board of directors by a majority of our directors who are not "interested persons" as defined in the 1940 Act, of the Company or the Adviser, and either our board of directors or the holders of a majority of our outstanding voting securities.
Most recently, our board of directors held an in-person meeting on March 8, 2018, in order to consider and approve the annual approval and continuation of the Investment Advisory Agreement. In its consideration of the Investment Advisory Agreement, the board of directors focused on information it had received relating to, among other things: (a) the nature, quality and extent of the advisory and other services to be provided to us by SIC Advisors; (b) the investment performance of SIC Advisors (c) comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives; (d) our projected operating expenses and expense ratio compared to BDCs with similar investment objectives; (e) any existing and potential sources of indirect income to SIC Advisors from its relationships with us and the profitability of those relationships; (f) information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; (g) the organizational capability and financial condition of SIC Advisors and its affiliates; and (h) possible economies of scale arising from our size and/or anticipated growth; and (i) possible alternative fee structures or bases for determining fees.
Based on the information reviewed and the discussions thereof, the board of directors, including a majority of the non-interested directors, concluded that the investment management fee rates and terms are reasonable in relation to the services to be provided and approved the Investment Advisory Agreement for a period of one additional year, which will expire on April 17, 2019. The Investment Advisory Agreement will automatically terminate in the event of its assignment. In accordance with the 1940 Act, we may terminate the Investment Advisory Agreement with SIC Advisors upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of our independent directors or the holders of a majority of the outstanding shares of our common stock. In addition, SIC Advisors may terminate the Investment Advisory Agreement with us upon 120 days’ written notice.

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ADMINISTRATION AGREEMENT AND FEES
Administrative Services
Under the terms of the Administration Agreement, and on our behalf, Medley Capital LLC performs or oversees the performance of various administrative services that we require. These include investor services, general ledger accounting, fund accounting, maintaining required financial records, calculating our net asset value, filing tax returns, preparing and filing SEC reports, preparing, printing and disseminating stockholder reports and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. Medley provides us with facilities and access to personnel necessary for our business and these services. For providing these services, facilities and personnel, we reimburse Medley Capital LLC for administrative expenses it incurs in performing its obligations.
Additionally, as a BDC, we must offer, and provide upon request, managerial assistance to our portfolio companies. This managerial assistance may include monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of our portfolio companies and providing other organizational and financial guidance. Medley Capital LLC will make available such managerial assistance, on our behalf, to our portfolio companies whether or not they request this assistance. We may receive fees for these services and will reimburse Medley Capital LLC for its allocated costs in providing such assistance, subject to review and approval by our board of directors.
Term; Effective Date
The Administration Agreement became effective on April 17, 2012, the date that we met our minimum offering requirement. Pursuant to its terms, and unless earlier terminated as described below, the Administration Agreement will remain in effect from year-to-year if approved annually by a majority of our directors who are not "interested persons" as defined in the 1940 Act, of the Company or Medley Capital LLC, and either the holders of a majority of our outstanding voting securities or our board of directors. Most recently, on March 8, 2018, our board of directors held an in-person meeting in order to consider the annual approval and continuation of our Administration Agreement. Based on the information relating to the terms of the Administration Agreement and the discussions held, the board of directors, including a majority of the non-interested directors, approved the Administration Agreement as being in the best interests of our stockholders. Specifically the board of directors approved the extension of the Administration Agreement for a period of one additional year, which will expire on April 17, 2019.
We may terminate the Administration Agreement with Medley Capital LLC on 60 days’ written notice without penalty. Medley Capital LLC may terminate the Administration Agreement on 120 days’ written notice without penalty.
REGULATION
General
We have elected to be regulated as a BDC under the 1940 Act and have also elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. BDCs are closed-end funds that elect to be regulated as BDCs under the 1940 Act. As such, BDCs are subject to only certain provisions of the 1940 Act. BDCs are provided greater flexibility under the 1940 Act than are other investment companies in dealing with their portfolio companies, issuing securities, and compensating their managers. BDCs can be internally or externally managed and may elect to be treated as RICs for U.S. federal income tax purposes. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters, and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of a BDC’s directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or withdraw our election as a BDC unless approved by a majority of our outstanding voting securities. The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of: (1) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (2) more than 50% of our voting securities.

As a BDC, we are required to meet an asset coverage ratio, reflecting the value of our total assets to our total senior securities, which include all of our borrowings and any preferred stock we may issue in the future, of at least 200%. However, in March 2018, the Small Business Credit Availability Act (the “SBCA”) modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from 200% to 150%, if certain requirements are met. Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective on the one-year anniversary of such approval. In addition, the legislation requires non-listed BDCs to offer to repurchase 25% of its securities each quarter following the calendar quarter in which the BDC obtains such approval.  In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.

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The SBCA also instructs the SEC to issue rules or amendments to rules allowing BDCs to use the same securities offering and proxy rules that available to operating companies, including, among other things, allowing BDCs to incorporate by reference in registration statements filed with the SEC and allow certain BDCs to file shelf registration statements that are automatically effective and take advantage of other benefits available to Well-Known Seasoned Issuers. On March 20, 2019, the SEC proposed rule amendments to implement certain provisions of the SBCA; however, the Company has not sought stockholder or independent director approval to reduce its coverage ratio to 150%.

We are generally not able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends, and in certain other limited circumstances.

We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”). We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act.

As a BDC, we will not generally be permitted to invest in any portfolio company in which our Advisor or any of their affiliates currently have a controlling interest or to make any co-investments with our Advisor or any of its affiliates without an exemptive order from the SEC. We may, however, invest alongside our Advisor and its affiliates’ other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may invest alongside such other clients’ accounts consistent with guidance promulgated by the SEC Staff permitting us and such other clients’ accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that no investment advisor, acting on our behalf or on behalf of other clients, negotiates any term other than price. We may also invest alongside such other clients as otherwise permissible under regulatory guidance, applicable regulations and our Advisor’s allocation policies. In addition, on November 25, 2013, we received an exemptive order from the SEC that permits us to participate in negotiated co-investment transactions with certain affiliates, each of whose investment adviser is Medley LLC or an investment adviser controlled by Medley LLC in a manner consistent with our investment objective, strategies and restrictions, as well as regulatory requirements and other pertinent factors (the “Prior Exemptive Order”). On March 29, 2017, the Company, SIC Advisors and certain other affiliated funds and investment advisers received an exemptive order (the “Exemptive Order”) for a co-investment order that supersedes the Prior Exemptive Order and allows affiliated registered investment companies to participate in co-investment transactions with us that would otherwise be prohibited under Section 17(d) and 57(a) (4) and Rule 17d-1. On October 4, 2017, the Company, SIC Advisors and certain of our affiliates received an exemptive order that supersedes the Exemptive Order (the “Current Exemptive Order”) and allows, in addition to the entities already covered by the Exemptive Order, Medley LLC and its subsidiary, Medley Capital LLC, to the extent they hold financial assets in a principal capacity, and any direct or indirect, wholly- or majority-owned subsidiary of Medley LLC that is formed in the future, to participate in co-investment transactions with us that would otherwise be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act. If the Mergers are successfully consummated, the Company and certain of its affiliates will not be able to rely on the Current Exemptive Order. In this regard, on November 19, 2018, the Company and certain of its affiliates submitted an exemptive application to the SEC for an exemptive order that would supersede the Current Exemptive Order (the “Superseding Exemptive Order”) and would permit the Company to participate in negotiated co-investment transactions with certain affiliates that would otherwise be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act. There can be no assurance if and when the Company will receive the Superseding Exemptive Order. The terms of the Superseding Exemptive Order, if received, would be substantially similar to the Current Exemptive Order. Co-investment under the Superseding Exemptive Order is subject to certain conditions therein, including the condition that, in the case of each co-investment transaction, the board of directors determines that it would be in the Company’s best interest to participate in the transaction. The Current Exemptive Order will remain in effect unless and until the Mergers are completed and the Superseding Exemptive Order is granted by the SEC. However, neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.

Opportunities for co-investments may arise when SIC Advisors or an affiliated adviser becomes aware of investment opportunities that may be appropriate for us and other clients, or affiliated funds. Without the New Exemptive Order, we would be substantially limited in our ability to co-invest in privately negotiated transactions with affiliated funds as a BDC.

In situations where co-investments with other clients of Medley or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between our interests and those of other Medley clients, SIC Advisors and the Medley affiliate will need to decide which

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client will proceed with the investment. SIC Advisors and the Medley affiliate will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts on an alternating basis that will be fair and equitable over time. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which a fund managed by Medley or its affiliates has previously invested. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.
Business Development Company Regulation: Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total assets. As discussed in greater detail below, the 1940 Act defines qualifying assets as principally including certain investments by a BDC in eligible portfolio companies. An eligible portfolio company is defined under the 1940 Act as any issuer which:
 
1.
is organized under the laws of, and has its principal place of business in, the United States;
 
2.
is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
 
3.
satisfies any of the following:
 
 
a.
does not have any class of securities that is traded on a national securities exchange;
 
 
b.
has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;
 
 
c.
is controlled by a BDC, either alone or as part of a group acting together, and the BDC has an affiliated person who is a director of the eligible portfolio company; or
 
 
d.
is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.
As relevant to our proposed business, the principal categories of qualifying assets under the 1940 Act are the following:
 
1.
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC.
 
2.
Securities of any eligible portfolio company that we control.
 
3.
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
 
4.
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
 
5.
Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
 
6.
Cash, cash equivalents, U.S. government securities, or high-quality debt securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized and have its principal place of business in the United States and be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
For purposes of Section 55(a) under the 1940 Act, we will treat each asset underlying the TRS as a qualifying asset if the obligor on such asset is an eligible portfolio company and as a non-qualifying asset if the obligor is not an eligible portfolio company. We may, however, accord different treatment to the TRS in the future in accordance with any applicable new rules or interpretations adopted by the staff of the SEC.

Business Development Company Regulation: Control and Managerial Assistance to Portfolio Companies
BDCs generally must offer to make available to the issuer of the securities significant managerial assistance, except in circumstances where either (i) the BDC controls such issuer of securities or (ii) the BDC purchases such securities in conjunction with one or more other persons acting together and one of the other persons in the group makes available such managerial assistance. Making available managerial assistance includes any arrangement whereby the BDC, through its directors, officers, or employees, offers to provide,

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and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.
Temporary Investments
Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities, or high-quality debt securities maturing in one year or less from the time of investment so that 70% of our total assets are qualifying assets. Typically, we intend to invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we may not meet the diversification requirements in order to qualify to be taxed as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. We expect that our Advisor will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
Warrants and Options
Under the 1940 Act, a BDC is subject to restrictions on the amount of warrants, options, restricted stock or rights to purchase shares of capital stock that it may have outstanding at any time. Under the 1940 Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of issuance, (iii) our stockholders authorize the proposal to issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in the best interests of us and our stockholders and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities. In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock.
Senior Securities
We are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% (or 150% if certain requirements under the 1940 Act are met) immediately after each such issuance. In addition, while any senior securities remain outstanding, we must prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.
For purposes of the asset coverage ratio test applicable to us as a BDC, we will treat the outstanding notional amount of the TRS, less the initial amount of any cash collateral required to be posted by Arbor under the TRS, as a senior security for the life of that instrument. We may, however, accord different treatment to the TRS in the future in accordance with any applicable new rules or interpretations adopted by the staff of the SEC.
Code of Ethics
We have adopted a code of ethics, which we call our “Code of Business Conduct and Ethics,” which covers ethics and business conduct. This document applies to our directors, officers and employees. Our Code of Business Conduct and Ethics is publicly available on the Corporate Governance section of our website under "Corporate Governance" at http://www.sierraincomecorp.com/CorporateGovernance.html. We will report any amendments to or waivers of a required provision of our Code of Business Conduct and Ethics on our website or in a Current Report on Form 8-K. You may read and copy any materials we file with the SEC at the SEC’s website at http://www.sec.gov. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider that information to be part of this Annual Report on Form 10-K.
Compliance Policies and Procedures
We and our Advisor have each adopted and implemented written compliance policies and procedures reasonably designed to prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer is responsible for administering our compliance policies and procedures and our Advisor’s chief compliance officer is responsible for administering the compliance policies and procedures for the Advisor.

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Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to SIC Advisors. SIC Advisors will vote proxies according to our proxy voting policies and procedures which are set forth below. These guidelines are reviewed periodically by the Advisor as well as our board of directors, and, accordingly, are subject to change.
As an investment adviser registered under the 1940 Act, SIC Advisors has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the investment advisory clients of SIC Advisors are intended to comply with Section 206 of the Advisers Act and Rule 206(4)-6 thereunder.
Proxy Policies
SIC Advisors will vote proxies relating to our securities in a manner that it believes, in its discretion, to be in the best interest of our stockholders. It will review on a case-by-case basis each proposal submitted for a stockholder vote taking into account relevant factors, including: (1) the impact on the value of the securities; (2) the anticipated costs and benefits associated with the proposal; (3) the effect on liquidity; and (4) customary industry and business practices. Although SIC Advisors will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.
The proxy voting decisions of SIC Advisors are made by its portfolio managers and investment professionals under the supervision of SIC Advisors legal/compliance department. To ensure that its vote is not the product of a conflict of interest, it will require that: (a) the recommended vote be approved by a member of SIC Advisors legal/compliance department prior to being submitted to the custodian; (b) associates involved in the decision making process or vote administration are prohibited from revealing how SIC Advisors intends to vote on a proposal in order to reduce any attempted influence from interested parties; and (c) where a material conflict of interest exists, the chief compliance officer designate an individual or group who can impartially help decide how to resolve such conflict.
Proxy Voting Records
You may obtain information, without charge, regarding how SIC Advisors voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, c/o Sierra Income Corporation at 280 Park Ave, 6th Floor East, New York, NY 10017.
Securities Exchange Act and Sarbanes-Oxley Act
We are subject to the reporting and disclosure requirements of the Exchange Act, including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we are subject to the Sarbanes-Oxley Act of 2002, which imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect us. For example:
•
pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer are required to certify the accuracy of the financial statements contained in our periodic reports;
•
pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;
•
pursuant to Rule 13a-15 of the Exchange Act, our management is required to prepare a report regarding its assessment of our internal control over financial reporting; and
•
pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
The Sarbanes-Oxley Act requires us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and its regulations. We intend to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance.
Other
We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.

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Election to Be Taxed as a RIC
We have elected, and intend to qualify annually, to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-level U.S. federal income taxes on any income that we distribute to our stockholders from our tax earnings and profits. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain and maintain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, or the Annual Distribution Requirement.
Taxation as a RIC
If we:
•
maintain our qualification as a RIC; and
•
satisfy the Annual Distribution Requirement,
then we will not be subject to U.S. federal income tax on the portion of our income we distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to our stockholders.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years and on which we paid no U.S. federal income tax, or the Excise Tax Avoidance Requirement. We generally will endeavor in each taxable year to avoid any U.S. federal excise tax on our earnings.
In order to maintain our qualification as a RIC for U.S. federal income tax purposes, we must, among other things:
•
continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
•
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities, loans, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to our business of investing in such stock or securities, or the 90% Income Test; and
•
diversify our holdings so that at the end of each quarter of the taxable year:
•
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
•
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships,” or the Diversification Tests.
For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount ("OID") (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash.
Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to obtain and maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax. Our ability to dispose of assets to meet our distribution requirements may be

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limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
Under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Regulation — Senior Securities.” As a result, we may be prohibited from making distributions necessary to satisfy the Annual Distribution Requirement. Even if we are not prohibited from making distributions, our ability to raise additional capital to satisfy the Annual Distribution Requirement may be limited. If we are not able to make sufficient distributions to satisfy the Annual Distribution Requirement, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (3) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (4) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (5) cause us to recognize income or gain without receipt of a corresponding distribution of cash, (6) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (7) adversely alter the characterization of certain complex financial transactions and (8) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor its transactions and may make certain tax elections to mitigate the potential adverse effect of these provisions, but there can be no assurance that any adverse effects of these provisions will be mitigated.
If we purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S. federal income tax on its allocable share of a portion of any “excess distribution” received on, or any gain from the disposition of, such shares even if our allocable share of such income is distributed as a taxable dividend to its stockholders. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distribution or gain. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, we will be required to include in income each year, our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, we will recognize as ordinary income our allocable share of any increase in the value of such shares, and as ordinary loss our allocable share of any decrease in such value to the extent that any such decrease does not exceed prior increases included in its income. Under either election, we may be required to recognize in a year income in excess of distributions from PFICs and proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S. federal excise tax. In addition, under recently proposed regulations, income required to be included as a result of a QEF election would not be qualifying income for purposes of the 90% Income Test unless we receive a distribution of such income from the PFIC in the same taxable year to which the inclusion relates.
Failure to Maintain Our Qualification as a RIC
If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain corporate-level U.S. federal income taxes or to dispose of certain assets).
If we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders. Distributions would not be required, and any distributions made would be taxable to our stockholders as ordinary dividend income. Subject to certain limitations, non-corporate stockholders may be eligible for a 20% maximum U.S. federal income tax rate to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements were met. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent 5 years, unless we made a special election to pay corporate-level U.S. federal income tax on such built-in gain at the time of our requalification as a RIC.

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Item 1A. Risk Factors

Investing in our common stock involves a number of significant risks. In addition to the other information contained in this annual report on Form 10-K, you should consider carefully the following information before making an investment in our common stock. The risks below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the net asset value of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business and Structure

The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business, financial condition and operations.

From time to time, capital markets may experience periods of disruption and instability. The U.S. and global capital markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. Various social and political tensions in the United States and globally, including instability in the financial markets, may contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. In recent years, financial markets have been affected at times by a number of global macroeconomic and political events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of non-performing loans on the balance sheets of European banks, the potential effect of any European country leaving the Eurozone, the potential effect of the United Kingdom leaving the European Union, the potential effect of Scotland leaving the United Kingdom, and market volatility and loss of investor confidence driven by political events, including the general elections in the United Kingdom in June 2017 and in Germany in September 2017 and referenda in the United Kingdom in June 2016 and Italy in December 2016. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. We cannot assure you that market disruptions in Europe, including the increased cost of funding for certain governments and financial institutions, will not impact the global economy, and we cannot assure you that assistance packages will be available, or if available, be sufficient to stabilize countries and markets in Europe or elsewhere affected by a financial crisis. To the extent uncertainty regarding any economic recovery in Europe negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be significantly and adversely affected. In the second quarter of 2015, stock prices in China experienced a significant drop, resulting primarily from continued sell-off of shares trading in Chinese markets. In August 2015, Chinese authorities sharply devalued China’s currency. In June 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union (“Brexit”), and, subsequently, on March 29, 2017, the U.K. government began the formal process of leaving the European Union, which is set to occur on March 29, 2019. Brexit created political and economic uncertainty and instability in the global markets (including currency and credit markets), and especially in the United Kingdom and the European Union, and this uncertainty and instability may last indefinitely. Because the U.K. Parliament rejected Prime Minister Theresa May’s proposed Brexit deal with the European Union in January 2019, there is increased uncertainty on the outcome of Brexit. There is also continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among European Economic and Monetary Union member countries. These market conditions have historically and could again have a material adverse effect on debt and equity capital markets in the United States and Europe, which could have a materially negative impact on our business, financial condition and results of operations. We and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital.

The Republican Party currently controls the executive branch and the Senate portion of the legislative branch of government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Areas subject to potential change, amendment or repeal include the Wall Street Reform and Consumer Protection Act of 2010 and the authority of the Federal Reserve and the Financial Stability Oversight Council. For example, in March 2018, the U.S. Senate passed a bill that eased financial regulations and reduced oversight for certain entities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business, financial condition and results of operations. We cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets or on our investments. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.


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Equity capital may be difficult to raise during periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than NAV without first obtaining approval for such issuance from our stockholders and our independent directors. Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. The reappearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity).

Significant changes in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.

Significant developments stemming from the United Kingdom’s referendum on membership in the European Union could have a material adverse effect on us.

In June 2016, the United Kingdom held a referendum in which a majority of voters voted in favor of Brexit, and, subsequently, on March 29, 2017, the U.K. government began the formal process of leaving the European Union, which is set to occur on March 29, 2019. Brexit has created political and economic uncertainty, particularly in the United Kingdom and the European Union, and this uncertainty may last for years. Negotiations are expected to commence to determine the future terms of the United Kingdom’s relationship with the European Union. Events that could occur in the future as a consequence of the United Kingdom’s withdrawal, including the possible breakup of the United Kingdom, may continue to cause significant volatility in global financial markets, including in global currency and credit markets. This volatility could cause a slowdown in economic activity in the United Kingdom, Europe or globally, which could adversely affect our operating results and growth prospects. Any of these effects of Brexit, and others we cannot anticipate, could have unpredictable consequences for credit markets and adversely affect our business, results of operations and financial performance.

The downgrade of the U.S. credit rating and economic crisis in Europe could negatively impact our business, financial condition and earnings.

U.S. debt ceiling and budget deficit concerns together with signs of deteriorating sovereign debt conditions in Europe continue to present the possibility of a credit-rating downgrade, economic slowdowns, or a recession for the United States. The impact of any further downgrades to the U.S. government’s sovereign credit rating or downgraded sovereign credit ratings of European countries or the Russian Federation, or their perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. These developments, along with any further European sovereign debt issues, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. Continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.

In October 2014, the Federal Reserve announced that it was concluding its bond-buying program. It is unknown what effect, if any, the conclusion of this program will have on credit markets and the value of our investments. These and any future developments and reactions of the credit markets toward these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to obtain debt financing on favorable terms. In December 2018, the Federal Reserve raised the federal funds rate, which was the fourth such interest rate hike in 2018, to a range between 2.25% to 2.5%, and the Federal Reserve has announced its intention to continue to raise the federal funds rate over time. However, if key economic indicators, such as the unemployment rate or inflation, do not progress at a rate consistent with the Federal Reserve’s objectives, the target range for the federal funds rate may increase and cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. Any continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.

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Rising interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations.

Our debt investments may be based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our shares and our rate of return on invested capital. A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. An increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make investment in our shares less attractive if we are not able to increase our distribution rate, which could reduce the value of our shares.

Because we may borrow funds and may issue preferred shares to finance investments, our net investment income may depend, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred shares and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase except to the extent we have issued fixed rate debt or preferred shares, which could reduce our net investment income.

You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a substantial increase in the amount of incentive fees payable to our Advisor with respect to the portion of the incentive fee based on income.

Changes relating to the LIBOR calculation process may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities.

In the recent past, concerns have been publicized that some of the member banks surveyed by the British Bankers’ Association (‘‘BBA’’) in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.

Actions by the BBA, regulators or law enforcement agencies as a result of these or future events, may result in changes to the manner in which LIBOR is determined. Potential changes, or uncertainty related to such potential changes may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our portfolio of LIBOR-indexed, floating-rate debt securities. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a questions and the future of LIBOR at this time is uncertain. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-indexed, floating-rate debt securities or on our overall financial condition or results of operations.

Our business and operation could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing in the BDC space recently. While we are currently not subject to any securities litigation or stockholder activism, due to the potential volatility of our stock price and for a variety of other reasons, we may in the future become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our board of directors’ attention and resources from our business.

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Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.

Our business is highly dependent on our and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

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sudden electrical or telecommunications outages;
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natural disasters such as earthquakes, tornadoes and hurricanes;
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disease pandemics;
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events arising from local or larger scale political or social matters, including terrorist acts; and
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cyber-attacks.

These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to pay dividends to our stockholders.

A failure of cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.

The occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering, malware and computer virus attacks, or system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.

Third parties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction, or other cybersecurity incident that affects our data, resulting in increased costs and other consequences, as described above.

Difficult market and political conditions may adversely affect our business in many ways, including by reducing the value or hampering the performance of the investments made by our portfolio companies, each of which could materially and adversely affect our business, results of operations and financial condition.

Our business is materially affected by conditions in the global financial markets and economic and political conditions throughout the world, such as interest rates, availability and cost of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to our taxation, taxation of our investors, the possibility of changes to tax laws in either the United States or any non-U.S. jurisdiction and regulations on asset managers), trade barriers, commodity prices, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors are outside of our control and may affect the level and volatility of asset prices and the liquidity and value of investments, and we may not be able to or may choose not to manage our exposure to these conditions. Ongoing developments in the U.S. and global financial

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markets following the turmoil in the global capital markets and the financial services industry in late 2008 and early 2009 continue to illustrate that the current environment is still one of uncertainty and instability for investment management businesses. In the future, the U.S. government may not be able to meet its debt payments unless the federal debt ceiling is raised. If legislation increasing the debt ceiling is not enacted, as needed, and the debt ceiling is reached, the U.S. federal government may stop or delay making payments on its obligations, which could negatively impact the U.S. economy. These and other conditions in the global financial markets and the global economy may result in adverse consequences for our portfolio companies, including by reducing the value or hampering the performance of the investments made by our portfolio companies, each of which could materially affect our business, results of operations and financial condition.

A failure on our part to maintain our status as a BDC would significantly reduce our operating flexibility.

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under our outstanding indebtedness, which could have a material adverse effect on our business, financial condition or results of operations.

We may suffer credit losses.

Private debt in the form of secured loans to corporate and asset-based borrowers is highly speculative and involves a high degree of risk of credit loss, and therefore an investment in our securities may not be suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession, such as the economic recession or downturn that the United States and many other countries have recently experienced or are experiencing.

Price declines in the corporate leveraged loan market may adversely affect the fair value of our portfolio, reducing our NAV through increased net unrealized depreciation.

Prior to the onset of the financial crisis that began in 2007, securitized investment vehicles, hedge funds and other highly leveraged non-bank financial institutions comprised the majority of the market for purchasing and holding senior and subordinated debt. As the trading price of the loans underlying these portfolios began to deteriorate beginning in the first quarter of 2007, we believe that many institutions were forced to raise cash by selling their interests in performing assets in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders. This resulted in a forced deleveraging cycle of price declines, compulsory sales, and further price declines, with falling underlying credit values, widespread redemption requests, and other constraints resulting from the credit crisis generating further selling pressure.

Conditions in the medium- and large-sized U.S. corporate debt market may experience similar or worse disruption or deterioration in the future, which may cause pricing levels to similarly decline or be volatile. As a result, our NAV could decline through an increase in unrealized depreciation and incurrence of realized losses in connection with the sale of our investments, which could have a material adverse impact on our business, financial condition and results of operations.

Our ability to achieve our investment objective depends on our Advisor’s ability to manage and support our investment process. If the Advisor was to lose a significant number of its key professionals, our ability to achieve our investment objective could be significantly harmed.

We have no internal management capacity or employees other than our appointed executive officers and are dependent upon the investment expertise, skill and network of business contacts of our Advisor to achieve our investment objective. Our Advisor will evaluate, negotiate, structure, execute, monitor, and service our investments. Our future success depends to a significant extent on the continued service and coordination of our Advisor, including its key professionals. The departure of a significant number of our Advisor’s key professionals could have a material adverse effect on our ability to achieve our investment objective. Our ability to achieve our investment objective also depends on the ability of our Advisor to identify, analyze, invest in, finance, and monitor companies that meet our investment criteria. Our Advisor’s capabilities in structuring the investment process, providing competent, attentive and efficient services to us, and facilitating access to financing on acceptable terms depend on the involvement of investment professionals in an adequate number and of adequate sophistication to match the corresponding flow of transactions. To achieve our investment objective, our Advisor may need to retain, hire, train, supervise, and manage new investment professionals to participate in our investment selection and monitoring process. Our Advisor may not be able to find qualified investment professionals in a timely manner or at all. Any failure to do so could have a material adverse effect on our business, financial condition and results of operations.

In addition, the Investment Advisory Agreement has termination provisions that allow the agreement to be terminated by us on 60 days’ notice or by SIC Advisors on 120 days’ notice without penalty.

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We depend upon senior management personnel of SIC Advisors for our future success, and if SIC Advisors is unable to retain qualified personnel or if SIC Advisors loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed.

We depend on our investment management team, or the Investment Team, which is provided by SIC Advisors, for the identification, final selection, structuring, closing and monitoring of our investments. Our Investment Team is integral to our asset management activities and has critical industry experience and relationships that we will rely on to implement our business plan. Our future success depends on our Investment Team’s continued service to SIC Advisors. The departure of any of the members of SIC Advisors’ Investment Team could have a material adverse effect on our ability to achieve our investment objective. As a result, we may not be able to operate our business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer. In addition, we can offer no assurance that SIC Advisors will remain our investment adviser or our administrator.

SIC Advisors may not be able to achieve the same or similar returns as those achieved in the past by our senior management and Investment Team.

The track record and achievements of the senior management and Investment Team of SIC Advisors are not necessarily indicative of future results that will be achieved by our investment adviser. As a result, our investment adviser may not be able to achieve the same or similar returns as those achieved by our senior management and Investment Team during their tenure with SIC Advisors or while they were employed at prior positions.

Because we expect to distribute substantially all of our net investment income and net realized capital gains to our stockholders, we will need additional capital to finance our growth and such capital may not be available on favorable terms or at all.

We have elected and qualified to be taxed for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we must meet certain requirements, including source-of-income, asset diversification and distribution requirements in order to not have to pay corporate-level U.S. federal income taxes on income we distribute to our stockholders as dividends, which allows us to substantially reduce or eliminate our corporate-level U.S. federal income tax liability. As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) at the time we issue any debt or preferred stock. This requirement limits the amount of our leverage. Because we will continue to need capital to grow our investment portfolio, this limitation may prevent us from incurring debt or issuing preferred stock and require us to raise additional equity at a time when it may be disadvantageous to do so. We cannot assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financings may be restricted by the terms of any of our outstanding borrowings. In addition, as a BDC, we are generally not permitted to issue common stock priced below NAV without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease new lending and investment activities, and our NAV could decline.

The amount of any distributions we pay is uncertain. We may not be able to pay you distributions or be able to sustain them and our distributions may not grow over time.

We began declaring semi-monthly distributions, which are paid on a monthly basis, to our stockholders beginning in July 2012 and intend to continue declaring semi-monthly distributions to stockholders, to the extent that we have assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a targeted level of cash distributions or year-to-year increases in cash distributions. All distributions that we make will be at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment and other factors as our board of directors may deem to be relevant. Our ability to pay distributions might be adversely affected by the impact of the risks described in this annual report on Form 10-K. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. As a result, we cannot assure you that we will pay distributions to our stockholders in the future.

Our distribution proceeds may exceed our earnings. We have not established any limit on the extent to which we may use borrowings, if any, or proceeds from our offering to fund distributions, which may reduce the amount of capital we ultimately invest in assets.

The distributions we pay to our stockholders may exceed earnings. In the event that we encounter delays in locating suitable investment opportunities, we may pay our distributions from the proceeds of our offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital and will lower your tax basis in your shares. Distributions from the

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proceeds of our offering or from borrowings also could reduce the amount of capital we ultimately invest in portfolio companies. Accordingly, stockholders who receive the payment of a dividend or other distribution from us should not assume that such dividend or other distribution is the result of a net profit earned by us. The Expense Support Agreement expired on December 31, 2016, and was not renewed, which will make it more likely that distributions may include a return of capital.

Because our business model depends to a significant extent upon relationships with corporations, financial institutions and investment firms, the inability of our Advisor to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

SIC Advisors depends on its relationships with corporations, financial institutions and investment firms, and we rely indirectly to a significant extent upon these relationships to provide us with potential investment opportunities. If SIC Advisors fails to maintain its existing relationships or develop new relationships or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom SIC Advisors have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

A significant portion of our investment portfolio is recorded at fair value as determined in good faith by our board of directors and, as a result, there will be uncertainty as to the value of our portfolio investments.

The debt and equity securities in which we invest for which market quotations are not readily available will be valued at fair value as determined in good faith by or under the direction of our board of directors. Most, if not all, of our investments (other than cash and cash equivalents) will be classified as Level 3 under Accounting Standards Codification (“ASC”) Topic 820 - Fair Value Measurements and Disclosures. This means that our portfolio valuations will be based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. We expect that inputs into the determination of fair value of our portfolio investments will require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We have retained the services of an independent service provider to review the valuation of these loans and securities. The types of factors that the board of directors may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. Our NAV could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and securities.

Our board of directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse to our stockholders.

Our board of directors has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and the value of our common stock. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we have significant flexibility in investing the net proceeds of any offering and may use the net proceeds from any offering in ways with which investors may not agree.

If SIC Advisors is unable to manage our investments effectively, we may be unable to achieve our investment objective.

Our ability to achieve our investment objective will depend on our ability to manage our business, which will depend, in turn, on the ability of SIC Advisors to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result largely will be a function of SIC Advisors’ investment process and, in conjunction with its role as our administrator, its ability to provide competent, attentive and efficient services to us.

SIC Advisors’ senior management team is comprised of members of the senior management team for Medley LLC, and they manage other investment funds. They may also be required to provide managerial assistance to our portfolio companies. These

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demands on their time may distract them or slow our rate of investment. Any failure to manage our business effectively could have a material adverse effect on our business, financial condition and results of operations.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable and default rates on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets, and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as indicative of performance in future periods. These occurrences could have a material adverse effect on our results of operations, the value of your investment in us and our ability to pay distributions to you and our other stockholders.
                                                        
Any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

As a BDC, we are required to record on our financial statements our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith by our board of directors. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. In addition, decreases in the market value or fair value of our investments will reduce our NAV. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Valuation of Investments.”

We are uncertain of our sources for funding our future capital needs. If we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.

The net proceeds from the sale of shares of our common stock will be used for our investment opportunities, operating expenses and for payment of various fees and expenses such as management fees, incentive fees and other fees. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require debt or equity financing to operate. In addition, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to maintain our RIC tax treatment. Accordingly, in the event that we need additional capital in the future for investments or for any other reason we may need to borrow from financial institutions in order to obtain such additional capital. These sources of funding may not be available to us due to unfavorable economic conditions, which could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a result, we would be less able to achieve portfolio diversification and our investment objective, which may negatively impact our results of operations and reduce our ability to make distributions to our stockholders.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are also not adopting any policy restricting the percentage of our assets that may be invested in a single portfolio company. To the extent that we assume large positions in the securities of a small number of issuers, or within a particular industry, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements applicable to RICs under Subchapter M of the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. See ‘‘Business - Taxation as a Regulated Investment Company.’’

Risks Relating to SIC Advisors and its Respective Affiliates

Our incentive fee structure may create incentives for SIC Advisors that are not fully aligned with the interests of our stockholders.

In the course of our investing activities, we pay management and incentive fees to SIC Advisors. These fees are based on our gross assets. As a result, investors in our common stock will invest on a ‘‘gross’’ basis and receive distributions on a ‘‘net’’ basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because these fees are based on

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our gross assets, SIC Advisors will benefit when we incur debt or use leverage. Additionally, under the incentive fee structure, SIC Advisors may benefit when capital gains are recognized and, because SIC Advisors determines when a holding is sold, SIC Advisors controls the timing of the recognition of such capital gains. Our board of directors is charged with protecting our interests by monitoring how SIC Advisors addresses these and other conflicts of interests associated with its management services and compensation. While they are not expected to review or approve borrowings or incurrence of leverage in the ordinary course, our independent directors approve our credit facilities, including the maximum amount of leverage we may employ, and will periodically review SIC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance through their quarterly review of our portfolio and annual review of our investment advisory and administration agreements. In connection with these reviews, our independent directors will consider whether our fees and expenses (including those related to leverage) remain appropriate. As a result of this arrangement, SIC Advisors or its affiliates may from time to time have interests that differ from those of our stockholders, giving rise to a conflict.

The part of the incentive fee payable to SIC Advisors that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash. This fee structure may be considered to involve a conflict of interest for SIC Advisors to the extent that it may encourage SIC Advisors to favor debt financings that provide for deferred interest, rather than current cash payments of interest. SIC Advisors may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because SIC Advisors is not obligated to reimburse us for any incentive fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.

SIC Advisors and its affiliates, including our officers and some of our directors, face conflicts of interest caused by compensation arrangements with us, which could result in actions that are not in the best interests of our stockholders.

SIC Advisors and its affiliates receive substantial fees from us in return for their services, and these fees could influence the advice provided to us. Among other matters, because the base management fee that we pay to SIC Advisors is based on our gross assets, SIC Advisors may benefit if we incur indebtedness.

There are significant potential conflicts of interest that could affect our investment returns.

There may be times when SIC Advisors, its senior management and Investment Team, and members of its Investment Committee have interests that differ from those of our stockholders, giving rise to a conflict of interest. In particular, certain private investment funds managed by the senior members of SIC Advisors hold controlling or minority equity interests, or have the right to acquire such equity interests, in some of our portfolio companies. As a result, the senior members of SIC Advisors may face conflicts of interests in connection with making business decisions for these portfolio companies to the extent that such decisions affect the debt and equity holders in these portfolio companies differently. In addition, the senior members of SIC Advisors may face conflicts of interests in connection with making investment or other decisions, including granting loan waivers or concessions on our behalf with respect to these portfolio companies given that they also manage private investment funds that hold the equity interests in these portfolio companies.

The time and resources that individuals associated with SIC Advisors devote to us may be diverted, and we may face additional competition due to the fact that SIC Advisors is not prohibited from raising money for or managing another entity that makes the same types of investments that we target.

SIC Advisors is not prohibited from raising money for and managing future investment entities that make the same types of investments as those we target. The time and resources that SIC Advisors devotes to us may be diverted, and during times of intense activity in other programs it may devote less time and resources to our business than is necessary or appropriate. As a result of these competing demands on their time and the fact that they may engage in other business activities on behalf of themselves and others, these individuals face conflicts of interest in allocating their time. These conflicts of interest could result in declines in the returns on our investments and the value of your investment. In addition, we may compete with any such investment entity for the same investors and investment opportunities. While we may co-invest with such investment entities to the extent permitted by the 1940 Act and the rules and regulations thereunder, the 1940 Act imposes significant limits on co-investment. In this regard, the New Exemptive Order allows us additional latitude to co-invest with certain affiliates. Nevertheless, the New Exemptive Order requires us to meet certain conditions in order to invest in certain portfolio companies in which our affiliates are investing or are invested. Affiliates of SIC Advisors, whose primary business includes the origination of investments, engage in investment advisory businesses with accounts that compete with us.

SIC Advisors may, from time to time, possess material non-public information, limiting our investment discretion.


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SIC Advisors and members of its senior management and Investment Team and Investment Committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, we could be prohibited for a period of time from purchasing or selling the securities of such companies by law or otherwise, and this prohibition may have an adverse effect on us.

We may be obligated to pay our Advisor incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.

Our Investment Advisory Agreement entitles SIC Advisors to receive an incentive fee based on our net investment income regardless of any capital losses. In such case, we may be required to pay SIC Advisors an incentive fee for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.

Any incentive fee payable by us that relates to our net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. SIC Advisors is not obligated to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a subsequent default, and such circumstances would result in our paying an incentive fee on income we never receive.

For U.S. federal income tax purposes, we are required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash (such as deferred interest that is accrued as OID) and to make distributions with respect to such income to maintain our status as a RIC. Under such circumstances, we may have difficulty meeting the annual Distribution Requirement necessary to obtain and maintain RIC tax treatment under the Code. This difficulty in making the required distribution may be amplified to the extent that we are required to pay an incentive fee with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax. For additional discussion regarding the tax implications of being a RIC, see ‘‘Business - Taxation as a Regulated Investment Company.’’

The management and incentive fees we pay to our Advisor may induce our Advisor to make speculative investments.

The incentive fee payable by us to SIC Advisors may create an incentive for SIC Advisors to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangements. The way in which the incentive fee is determined may encourage SIC Advisors to use leverage to increase the return on our investments. In addition, the fact that our management fee is payable based upon our gross assets, which would include any borrowings for investment purposes, may encourage SIC Advisors to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor holders of our common stock. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns.

There are certain risks relating to the investment that SIC Advisors made in us.

SIC Advisors purchased 1,108,033 shares of our common stock for aggregate gross proceeds to us of $10,000,000, which issuance was made immediately after our prior registration statement was declared effective by the SEC. Thus, SIC Advisors is a significant stockholder. As a result and given the fact that SIC Advisors is our investment adviser and certain of its principals serve as our executive officers and members of our board of directors, SIC Advisors will be able to exert significant influence over our management and policies. As a result, SIC Advisors, or any person or entity to which such shares may be transferred, may ultimately have the ability to take actions with respect to their voting of such shares that may not be in our or our stockholders’ best interest.

Our ability to enter into transactions with our affiliates will be restricted, which may limit the scope of investments available to us.

We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of the independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we will generally be prohibited from buying or selling any securities from or to such affiliate, absent the prior approval of our board of directors. The 1940 Act also prohibits certain ‘‘joint’’ transactions with certain of our affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction is deemed to be "joint"), without

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prior approval of our board of directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our Advisor as well as our officers or directors or their affiliates. The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain ‘‘joint transactions’’ involving entities that share a common investment adviser. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to, as well as co-investing with, any fund managed by our Affiliates without the prior approval of the SEC. The foregoing may limit the scope of investment opportunities that would otherwise be available to us.

We may, however, invest alongside other clients of our Advisor and its affiliates, including other entities they manage in certain circumstances where doing so is consistent with applicable law, the New Exemptive Order and SEC staff interpretations and guidance. For example, we may co-invest with such accounts consistent with guidance promulgated by the SEC staff permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that our investment adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price. We may also co-invest with our investment adviser’s other clients as otherwise permissible under regulatory guidance, applicable regulations and our Advisor’s allocation policy. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and investment objectives, among other things, will be offered to us and similar eligible accounts, as periodically determined by our Advisor and approved by our board of directors, including our independent directors. The allocation policy further provides that allocations among us and these other accounts will generally be made pro rata based on each account’s capital available for investment, as determined, in our case, by our Advisor. It is our policy to base our determinations as to the amount of capital available for investment based on such factors as the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for other accounts. However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.

In situations where co-investment with other clients of our Advisor or its affiliates is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the New Exemptive Order, our Advisor will need to decide which client or clients will proceed with the investment. Under our Advisor’s allocation policy, such determinations will be made based on the principle that investment opportunities shall be offered to eligible clients on an alternating basis that will be fair and equitable over time. As a result, we will not have an entitlement to make a co-investment in these circumstances and, to the extent that another client elects to proceed with the investment, we will not be permitted to participate. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which a client of our Advisor or its affiliate holds a controlling interest. These restrictions may limit the scope of investment opportunities that would otherwise be available to us.

We may make investments that could give rise to a conflict of interest.

We do not expect to invest in, or hold securities of, companies that are controlled by our Advisor’s affiliates’ clients. However, our Advisor’s affiliates’ clients may invest in, and gain control over, one of our portfolio companies. If our Advisor’s affiliates’ client, or clients, gains control over one of our portfolio companies, it may create conflicts of interest and may subject us to certain restrictions under the 1940 Act. As a result of these conflicts and restrictions, our Advisor may be unable to implement our investment strategy as effectively as they could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or restriction, our Advisor may be unable to engage in certain transactions that they would otherwise pursue. In order to avoid these conflicts and restrictions, our Advisor may choose to exit these investments prematurely and, as a result, we would forego any positive returns associated with such investments. In addition, to the extent that another client holds a different class of securities than us as a result of such transactions, our interests may not be aligned.

There may be conflicts related to obligations SIC Advisors’ senior management and Investment Team and members of its Investment Committee have to other clients.

The members of the senior management and Investment Teams and the Investment Committee of SIC Advisors serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds managed by SIC Advisors or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our stockholders. For example, the personnel that comprise SIC Advisors’ Investment Team have management responsibilities for other investment funds, accounts or other investment vehicles managed by affiliates of SIC Advisors.

Our investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, affiliates of SIC Advisors currently manage private funds and managed accounts that are seeking new

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capital commitments and will pursue an investment strategy similar to our strategy, and we may compete with these and other entities managed by affiliates of SIC Advisors for capital and investment opportunities. As a result, those individuals may face conflicts in the allocation of investment opportunities among us and other investment funds or accounts advised by principals of, or affiliated with, SIC Advisors.

We have received the New Exemptive Order from the SEC that permits us to co-invest with certain other investment funds managed by SIC Advisors or its affiliates, subject to the conditions included therein. In situations where we cannot co-invest with other investment funds managed by SIC Advisors or its affiliates, the investment policies and procedures of SIC Advisors generally require that such opportunities be offered to us and such other investment funds on an alternating basis. However, there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.

Our ability to sell or otherwise exit investments in which affiliates of SIC Advisors also have an investment may be restricted.

We may be considered an affiliate with respect to certain of our portfolio companies. Certain private funds advised by the senior members of SIC Advisors also hold interests in these portfolio companies and as such these interests may be considered a joint enterprise under applicable regulations. To the extent that our interests in these portfolio companies may need to be restructured in the future or to the extent that we choose to exit certain of these transactions, our ability to do so will be limited.

Risks Relating to BDCs

We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.

We compete for investments with other BDCs and investment funds (including registered investment companies, private equity funds and mezzanine funds), as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested, including making investments in our target market of privately owned U.S. companies. As a result of these new entrants, competition for investment opportunities in privately owned U.S. companies may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do.

We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that are comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms, and structure criteria. If we are forced to match these criteria to make investments, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to maintain our RIC tax treatment. The competitive pressures we face may have a material adverse effect on our business, financial condition, results of operations, and cash flows. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time. Also, we may not be able to identify and make investments that are consistent with our investment objective.

The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy.

As a BDC, the 1940 Act prohibits us from acquiring any assets other than certain qualifying assets unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets, which would have a material adverse effect on our business, financial condition, and result of operations. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position.

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

We and our portfolio companies will be subject to regulation at the local, state, and federal level. Changes to the laws and regulations governing our permitted investments may require a change to our investment strategy. Such changes could differ materially from

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our strategies and plans as set forth in this annual report on Form 10-K and may shift our investment focus from the areas of expertise of our Advisor. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

Regulations governing our operation as a BDC and RIC will affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.

As a result of the annual distribution requirement to qualify for RIC tax treatment, we may need to access the capital markets periodically to raise cash to fund new investments. We may issue ‘‘senior securities,’’ including borrowing money from banks or other financial institutions only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss. Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend.

We may borrow for investment purposes. If the value of our assets declines, we may be unable to satisfy the asset coverage test applicable to us as a BDC, which would prohibit us from paying distributions and could prevent us from qualifying for RIC tax treatment, which would generally result in a corporate-level U.S. federal income tax on any income and net gains. If we cannot satisfy the asset coverage test applicable to us as a BDC, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders.

In addition, we anticipate that as market conditions permit, we may securitize our loans to generate cash for funding new investments. To securitize loans, we may create a wholly owned subsidiary, contribute a pool of loans to the subsidiary and have the subsidiary issue primarily investment grade debt securities to purchasers who we would expect to be willing to accept a substantially lower interest rate than the loans earn. We would retain all or a portion of the equity in the securitized pool of loans. Our retained equity would be exposed to any losses on the portfolio of loans before any of the debt securities would be exposed to such losses. Accordingly, if the pool of loans experienced a low level of losses due to defaults, we would earn an incremental amount of income on our retained equity but we would be exposed, up to the amount of equity we retained, to that proportion of any losses we would have experienced if we had continued to hold the loans in our portfolio. We would not treat the debt issued by such a subsidiary as senior securities.

Recent legislation may allow us to incur additional leverage.

The 1940 Act generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). However, in March 2018, the the SBCA modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. Under the 1940 Act, we are allowed to increase our leverage capacity if our stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after one year. In addition, the 1940 Act requires non-listed BDCs to offer to repurchase 25% of its securities each quarter following the calendar quarter in which the BDC obtains such approval. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. We have not sought or obtained stockholder or independent director approval to reduce our coverage ratio to 150%.
 
As a result of the SBCA, we may, in the future, be able to increase our leverage up to an amount that reduces our asset coverage ratio from 200% to 150%. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, our stockholders will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique.


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We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Department of the Treasury. In December 2017, Congress passed tax reform legislation, which the President signed into law. Such legislation has made many changes to the Code, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

There has been on-going discussion and commentary regarding potential significant changes to United States trade policies, treaties and tariffs. The current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

Risks Relating to our Investments

Our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment.

We pursue a strategy focused on investing primarily in the debt of privately owned U.S. companies with a focus on transactions sourced through the network of SIC Advisors.

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Senior Secured First Lien Term Debt and Senior Secured Second Lien Term Debt. When we invest in first lien and second lien term debt, we will generally take a security interest in the available assets of these portfolio companies, including the equity interests of their subsidiaries. There is a risk that the collateral securing our investments may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in some circumstances, our security interest could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the debt security. Consequently, the fact that debt is secured does not guarantee that we will receive principal and interest payments according to the investment terms, or at all, or that we will be able to collect on the investment should we be forced to enforce our remedies.

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Subordinated Debt. Our subordinated debt investments will generally be subordinated to senior debt and will generally be unsecured. This may result in a heightened level of risk and volatility or a loss of principal, which could lead to the loss of the entire investment. These investments may involve additional risks that could adversely affect our investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could subject us and our stockholders to non-cash income. Since we will not receive any principal repayments prior to the maturity of some of our subordinated debt investments, such investments will be of greater risk than amortizing loans.

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Equity Investments. We expect to make selected equity investments. In addition, when we invest in senior and subordinated debt, we may acquire warrants or options to purchase equity securities or benefit from other types of equity participation. Our goal is ultimately to dispose of these equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. Most loans in which we invest will not be rated by any

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rating agency and, if they were rated, they would be rated as below investment grade quality. Loans rated below investment grade quality are generally regarded as having predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal.

To the extent OID constitutes a portion of our income, we will be exposed to risks associated with the deferred receipt of cash representing such income.

Our investments may include OID instruments. To the extent OID constitutes a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

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OID instruments may create heightened credit risks because the inducement to trade higher rates for the deferral of cash payments typically represents, to some extent, speculation on the part of the borrower.
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For accounting purposes, cash distributions to stockholders representing OID income do not come from paid-in capital. Thus, although a distribution of OID income comes from the cash invested by the stockholders, the 1940 Act does not require that stockholders be given notice of this fact.
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OID creates risk of non-refundable cash incentive fee payments to the Advisor based on non-cash accruals that may never be realized.
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Interest rates payable on OID instruments, including payment-in-kind loans, or PIK loans, are higher because the deferred interest payments are discounted to reflect the time-value of money and because PIK instruments generally represent a significantly higher credit risk than coupon loans.
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OID and PIK instruments may have unreliable valuations because the accruals require judgments about collectability of the deferred payments and the value of the associated collateral.
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An election to defer PIK interest payments by adding them to the principal of such instruments increases the Company’s gross assets, which increases future base management fees, and, because interest payments will then be payable on a larger principal amount, the election also increases the Advisor’s future incentive fees at a compounding rate.
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Market prices of PIK instruments and other zero coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero coupon debt instruments, PIK instruments are generally more volatile than cash-pay securities.
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The deferral of PIK interest on a loan increases its loan-to-value ratio, which is a measure of the riskiness of a loan.
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Even if the conditions for income accrual under GAAP are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan.
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The required recognition of OID, including PIK, interest for U.S. federal income tax purposes may have a negative impact on liquidity, because it represents a non-cash component of the Company’s investment company taxable income that must, nevertheless, be distributed in cash to investors to avoid it being subject to corporate-level U.S. federal income taxation.     

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We intend to pursue a strategy focused on investing primarily in the debt of privately owned U.S. companies with a focus on transactions sourced through the network of SIC Advisors. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Subordinated liens on collateral securing debt that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

Certain debt investments that we make in portfolio companies are secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the company under the agreements governing the debt. The holders of obligations secured by the first priority liens on the collateral generally control

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the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the debt investments we make in our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more inter-creditor agreements that we enter into with the holders of senior debt. Under such an inter-creditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

If one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company or a representative of us or SIC Advisors sat on the board of directors of such portfolio company, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. In situations where a bankruptcy carries a high degree of significance, our legal rights may be subordinated to other creditors.

In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render significant managerial assistance to, or exercise control or influence over the board of directors of, the borrower.

We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, may not be able to dispose of our interest in our portfolio companies.

We do not expect to control most of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may impose certain restrictive covenants on our borrowers. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as a debtholder. Due to the lack of liquidity for our investments in private companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.

The lack of liquidity in our investments may adversely affect our business.

We anticipate that our investments generally will be made in private companies. Substantially all of these securities will be subject to legal and other restrictions on resale or will be otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded our

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investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or SIC Advisors has material non-public information regarding such portfolio company.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our senior secured or second lien secured debt. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.

A covenant breach by our portfolio companies may harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its debt and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies.

We intend to invest primarily in privately held companies. Investments in private companies pose certain incremental risks as compared to investments in public companies including that they:

•
have reduced access to the capital markets, resulting in diminished capital resources and ability to withstand financial distress;
•
may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;
•
may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;
•
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us; and
•
generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and members of the Advisor’s management may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies.     

In addition, investments in private companies tend to be less liquid. The securities of private companies are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors. These privately negotiated over-the-counter secondary markets may be inactive during an economic downturn or a credit crisis. In addition, the securities in these companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. Also, under the 1940 Act, if there is no readily available market for these investments, we are required to carry these investments at fair value as determined by our board of directors. As a result if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, SIC Advisors or any of their respective affiliates have material nonpublic information regarding such portfolio company or where the sale would be an impermissible joint transaction. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.

Finally, little public information generally exists about private companies and these companies may not have third-party debt ratings or audited financial statements. We must therefore rely on the ability of SIC Advisors to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies. Additionally, these

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companies and their financial information will not generally be subject to the Sarbanes-Oxley Act and other rules that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio; our ability to make follow-on investments in certain portfolio companies may be restricted.

Following an initial investment in a portfolio company, provided that there are no restrictions imposed by the 1940 Act, we may make additional investments in that portfolio company as ‘‘follow-on’’ investments in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment.

We have the discretion to make any follow-on investments, subject to the availability of capital resources. We may elect not to make follow-on investments or may lack sufficient funds to make those investments. Our failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by compliance with BDC requirements or because we desire to maintain our RIC tax treatment. We also may be restricted from making follow-on investments in certain portfolio companies to the extent that affiliates hold interests in such companies.

Our ability to invest in public companies may be limited in certain circumstances.

As a BDC, we are not permitted to acquire any assets other than ‘‘qualifying assets’’ specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a market capitalization that is less than $250 million at the time of such investment. In addition, we may invest up to 30% of our portfolio in opportunistic investments which will be intended to diversify or complement the remainder of our portfolio and to enhance our returns to stockholders. These investments may include private equity investments, securities of public companies that are broadly traded and securities of non-U.S. companies. We expect that these public companies generally will have debt securities that are non-investment grade.

Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our profitability.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments, net of prepayment fees, could negatively impact our return on equity.


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We may acquire indirect interests in loans rather than direct interests, which would subject us to additional risk.

We may make or acquire loans or investments through participation agreements. A participation agreement typically results in a contractual relationship only with the counterparty to the participation agreement and not with the borrower. SIC Advisors has adopted best execution procedures and guidelines to mitigate credit and counterparty risk when we acquire a loan through a participation agreement. In investing through participations, we will generally not have a right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and we may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, we will be exposed to the credit risk of both the borrower and the counterparty selling the participation. In the event of insolvency of the counterparty, we, by virtue of holding participation interests in the loan, may be treated as its general unsecured creditor. In addition, although we may have certain contractual rights under the loan participation that require the counterparty to obtain our consent prior to taking various actions relating to the loan, we cannot guarantee that the counterparty will seek such consent prior to taking various actions. Further, in investing through participation agreements, we may not be able to conduct the due diligence on the borrower or the quality of the loan with respect to which it is buying a participation that we would otherwise conduct if we were investing directly in the loan, which may result in us being exposed to greater credit or fraud risk with respect to the borrower or the loan than we expected when initially purchasing the participation. See ‘‘Risks Relating to SIC Advisors and its Respective Affiliates - There are significant potential conflicts of interest that could affect our investment returns’’ above.

We have entered into total return swap agreements or other derivative transactions that expose us to certain risks, including market risk, liquidity risk, counterparty risk and other risks similar to those associated with the use of leverage.

Our wholly-owned, special purpose financing subsidiary, Arbor, has entered into a TRS for a portfolio of senior secured assets with Citibank, N.A., or Citibank. See ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements’’ for a more detailed discussion of the terms of the TRS between Arbor and Citibank.

A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. A TRS effectively adds leverage to a portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Because of the unique structure of a TRS, a TRS often offers lower financing costs than are offered through more traditional borrowing arrangements.

The TRS with Citibank enables us, through our ownership of Arbor, to obtain the economic benefit of owning the assets subject to the TRS, despite the fact that such assets will not be directly held or otherwise owned by us or Arbor, in return for an interest-type payment to Citibank. Accordingly, the TRS is analogous to us borrowing funds to acquire assets and incurring interest expense to a lender.

The TRS is subject to market risk, liquidity risk and risk of imperfect correlation between the value of the TRS and the assets underlying the TRS. In addition, we may incur certain costs in connection with the TRS that could, in the aggregate, be significant.

A TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty. In the case of the TRS with Citibank, Arbor is required to post cash collateral amounts to secure its obligations to Citibank under the TRS. Citibank, however, is not required to collateralize any of its obligations to Arbor under the TRS. Accordingly, Arbor is not subject to the risk of Citibank’s insolvency. Arbor bears the risk of depreciation with respect to the value of the assets underlying the TRS and is required, under the terms of the TRS, to post additional collateral on a dollar-for-dollar basis in the event of depreciation in the value of the underlying assets after such value decreases below a specified amount. The amount of collateral required to be posted by Arbor is determined primarily on the basis of the aggregate value of the underlying assets.

Arbor is required to initially cash collateralize a specified percentage of each asset (generally 25% of the market value of such asset) included under the TRS in accordance with margin requirements described in the TRS Agreement. The limit on the additional collateral that Arbor may be required to post pursuant to the TRS is equal to the difference between the full notional amount of the assets underlying the TRS and the amount of cash collateral already posted by Arbor (determined without consideration of the initial cash collateral posted for each asset included in the TRS). Arbor’s maximum liability under the TRS is the amount of any decline in the aggregate value of the assets subject to the TRS, less the amount of the cash collateral previously posted by Arbor. Therefore, the absolute risk of loss with respect to the TRS is the notional amount of the TRS.

In addition to customary events of default and termination events, the agreements governing the TRS with Citibank, which are collectively referred to herein as the TRS Agreement, contain the following termination events: (a) a failure to satisfy the portfolio

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criteria for at least 30 days; (b) a failure to post initial cash collateral or additional collateral as required by the TRS Agreement; (c) a merger of Arbor or us meeting certain criteria; (d) either us or Arbor amending its constituent documents to alter our investment strategy in a manner that has or could reasonably be expected to have a material adverse effect; (e) SIC Advisors ceasing to be the investment manager of Arbor or having authority to enter into transactions under the TRS Agreement on behalf of Arbor, and not being replaced by an entity reasonably acceptable to Citibank; (f) SIC Advisors ceasing to be our investment adviser; (g) Arbor failing to comply with its investment strategies or restrictions to the extent such non-compliance has or could reasonably be expected to have a material adverse effect; (h) Arbor becoming liable in respect of any obligation for borrowed money, other than arising under the TRS Agreement; (i) our dissolution or liquidation; (j) there occurring, without the prior consent of Citibank, any material change to or departure from our policies or the policies of Arbor that may not be changed without the vote of our stockholders and that relates to Arbor’s performance of its obligations under the TRS Agreement; and (k) our violating certain provisions of the 1940 Act or our election to be regulated as a BDC under the 1940 Act being revoked or withdrawn.

In addition to the rights of Citibank to terminate the TRS following an event of default or termination event as described above, Citibank may terminate the TRS on or after March 21, 2019. SIC Advisors may terminate the TRS on behalf of Arbor at any time upon providing 10 days prior notice to Citibank. Any termination by SIC Advisors on behalf of Arbor prior to the final scheduled payment of principal of the assets underlying the TRS will result in payment of an early termination fee to Citibank. Under the terms of the TRS, the early termination fee will equal the present value of the following two cash flows: (a) interest payments at a rate equal to 1.60% based on 70% of the maximum notional amount of $180,000,000, payable from the later of the first anniversary of the effective date of the TRS or the termination date until the second anniversary of the effective date of the TRS and (b) interest payments at a rate equal to 0.15% based on the maximum notional amount of $180,000,000, payable from the later of the first anniversary of the effective date of the TRS or the termination date until the second anniversary of the effective date of the TRS. Other than during last 60 days of the term of the TRS, Arbor is required to pay a minimum usage fee of 1.60% on the amount equal to 85% of the average daily unused portion of the maximum amount permitted under the TRS. Arbor will also pay Citibank customary fees in connection with the establishment and maintenance of the TRS.

Upon any termination of the TRS, Arbor will be required to pay Citibank the amount of any decline in the aggregate value of the assets subject to the TRS or, alternatively, will be entitled to receive the amount of any appreciation in the aggregate value of such assets. In the event that Citibank chooses to exercise its termination rights, it is possible that Arbor will owe more to Citibank or, alternatively, will be entitled to receive less from Citibank than it would have if Arbor controlled the timing of such termination due to the existence of adverse market conditions at the time of such termination.

In addition, because a TRS is a form of synthetic leverage, such arrangements are subject to risks similar to those associated with the use of leverage. See ‘‘- Risks Relating to Debt Financing’’ below.

Hedging transactions may expose us to additional risks.

We may engage in currency or interest rate hedging transactions. If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio investments from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio investments does not eliminate the possibility of fluctuations in the values of such investments or prevent losses if the values of such investments decline. However, such hedging can establish other investments designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio investments. Such hedging transaction may also limit the opportunity for gain if the values of the underlying portfolio investments should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

While we may enter into transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio investments being hedged may vary. Moreover, for a variety of reasons, we may not seek or be able to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.


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The disposition of our investments may result in contingent liabilities.

We currently expect that a significant portion of our investments will involve lending directly to private companies. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately must be satisfied through our return of certain distributions previously made to us.

If we invest in the securities and obligations of distressed and bankrupt issuers, we might not receive interest or other payments.

We may invest in the securities and obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer of those obligations might not make any interest or other payments. We may not realize gains from our equity investments.

Risks Relating to Debt Financing
At December 31, 2018, we had $355.0 million of outstanding indebtedness under the ING Credit Facility and the Alpine Credit Facility.

Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation assumes (i) $1,029.0 million in total assets, (ii) a weighted average cost of funds of 5.04%, (iii) $355.0 million in debt outstanding and (iv) $661.5 million in stockholders’ equity. In order to compute the “Corresponding return to stockholders,” the “Assumed Return on Our Portfolio (net of expenses)” is multiplied by the assumed total assets to obtain an assumed return to us. From this amount, the interest expense is calculated by multiplying the assumed weighted average cost of funds times the assumed debt outstanding, and the product is subtracted from the assumed return to us in order to determine the return available to stockholders. The return available to stockholders is then divided by our stockholders’ equity to determine the “Corresponding return to stockholders.” Actual interest payments may be different.
Assumed Return on Our Portfolio (net of expenses)
 
(10)%
 
(5)%
 
0%
 
5%
 
10%
Corresponding return to stockholders (1)
 
(18.3)%
 
(10.5)%
 
(2.7)%
 
5.1%
 
12.9%

(1)
In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our December 31, 2018 total assets of at least 1.5%.

In addition, we have entered into a TRS with Citibank which provides us with exposure to a portfolio of loans with a maximum notional amount of $180.0 million. See “Risk Factors - Risks Relating to Our Investments - We have entered into TRS agreements or other derivative transactions which expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.”

Because we use borrowed funds to make investments or fund our business operations, we are exposed to risks typically associated with leverage which increase the risk of investing in us.

We intend to borrow funds through draws from our ING Credit Facility to leverage our capital structure, which is generally considered a speculative investment technique. As a result:

•
our common stock may be exposed to an increased risk of loss because a decrease in the value of our investments may have a greater negative impact on the value of our common stock than if we did not use leverage;
•
if we do not appropriately match the assets and liabilities of our business, adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;
•
our ability to pay dividends on our common stock may be restricted if our asset coverage ratio, as provided in the 1940 Act, is not at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) and any amounts used to service indebtedness or preferred stock would not be available for such dividends;
•
the ING Credit Facility is subject to periodic renewal by our lenders, whose continued participation cannot be guaranteed;
•
the ING Credit Facility contains covenants restricting our operating flexibility; and
•
we, and indirectly our stockholders, bear the cost of issuing and paying interest or dividends on such securities.


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Covenants in the Credit Facilities may restrict our financial and operating flexibility.

We maintain the ING Credit Facility with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent, and a the Alpine Credit Facility. The Credit Facilities are secured by substantially all of our assets, subject to certain exclusions. Availability of loans under the Credit Facilities are linked to the valuation of the collateral pursuant to a borrowing base mechanism. Borrowings under the Credit Facilities are subject to, among other things, a minimum borrowing/collateral base. Substantially all of our assets are pledged as collateral under the Credit Facilities. The Credit Facilities require us to, among other things (i) make representations and warranties regarding the collateral as well as our business and operations, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants. The documents for each of the Credit Facilities also include default provisions such as the failure to make timely payments under the Credit Facilities, as the case may be, the occurrence of a change in control, and our failure to materially perform under the operative agreements governing the Credit Facilities, which, if not complied with, could accelerate repayment under the Credit Facilities, thereby materially and adversely affecting our liquidity, financial condition and results of operations.

As a result of such covenants and restrictions in the Credit Facilities, we will be limited in how we conduct our business and we may be unable to raise additional debt or equity financing to take advantage of new business opportunities. In addition, our ability to satisfy the financial requirements required by the Credit Facilities can be affected by events beyond our control and we cannot assure you that we will meet these requirements. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, we may be in default under the Credit Facilities, and we may be prohibited from undertaking actions that are necessary or desirable to maintain and expand our business.

Default under the Credit Facilities could allow the lender(s) to declare all amounts outstanding to be immediately due and payable. If the lender(s) declare amounts outstanding under the Credit Facilities to be due, the lender(s) could proceed against the assets pledged to secure the debt under the Credit Facilities. Any event of default, therefore, could have a material adverse effect on our business if the lender(s) determine to exercise their rights.

Because we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.

Because we borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we use our existing debt to finance our investments. In periods of rising interest rates, our cost of funds will increase to the extent we access the ING Credit Facility, since the interest rate on the ING Credit Facility is floating, which could reduce our net investment income to the extent any debt investments have fixed interest rates. We expect that our long-term fixed-rate investments will be financed primarily with issuances of equity and long-term debt securities. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

You should also be aware that a rise in the general level of interest rates typically leads to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates may result in an increase of the amount of incentive fees payable to SIC Advisors.

If we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our stockholders, and result in losses.

The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. Our use of leverage to partially finance our investments, through borrowing from banks and other lenders, increases the risks of investing in our common stock. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our stockholders. In addition, our stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management or incentive fees payable to the Advisor.

We use leverage to finance our investments. The amount of leverage that we employ depends on our Advisor and our board of directors’ assessment of market and other factors at the time of the relevant borrowing. There can be no assurance that leveraged financing will in the future be available to us on favorable terms or at all. However, to the extent of our use of leverage to finance

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our assets, our financing costs will reduce cash available for distributions to stockholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met). If this ratio declines below 200%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions. The amount of leverage that we will employ will be subject to oversight by our board of directors, a majority of whom will be independent directors with no material interests in such transactions.

We will be exposed to risks associated with changes in interest rates.

We are subject to financial market risks, including changes in interest rates. Because we use debt to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds will increase, which could reduce our net investment income.

In addition, due to the continuing effects of the prolonged economic crisis and recession that began in 2007, interest rates have recently been at or near historic lows. In the event of a significant rising interest rate environment, our portfolio companies with adjustable-rate debt could see their payments increase and there may be a significant increase in the number of our portfolio companies who are unable or unwilling to repay their debt. Investments in companies with adjustable-rate debt may also decline in value in response to rising interest rates if the rates at which they pay interest do not rise as much, or as quickly, as market interest rates in general. Similarly, during periods of rising interest rates, our investments with fixed rates may decline in value because they are locked in at below market yield.

We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent such activities are not prohibited by the 1940 Act. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to an Investment in our Common Stock

Our stockholders will have limited liquidity and may not receive a full return of invested capital upon selling their shares.
 
Shares of our common stock are illiquid investments for which there is currently no secondary market. A future liquidity event could include: (i) a listing of our common stock on a national securities exchange; (ii) a merger or another transaction approved by our board of directors in which our stockholders will receive cash or shares of a listed company; or (iii) a sale of all or substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation. Certain types of liquidity events, such as a listing, would allow us to retain our investment portfolio intact while providing our stockholders with access to a trading market for their securities. If the Mergers are successfully consummated, our common stock will be listed on the NYSE under the symbol “SRA” and is expected to be listed on the TASE, with such listings expected to be effective as of the closing date of the Mergers. However, if the Mergers are not successfully consummated, we would need to consider other alternatives in order to effectuate a liquidity event. See “-Risks Relating to the Mergers.” If our common stock is listed on a national securities exchange, such as the NYSE and the TASE, the Companies cannot assure you that a public trading market will develop or, if one develops, that such trading market can be sustained. See “-Risks Relating to the Mergers.”

We are not obligated to complete a liquidity event; therefore, it will be difficult for an investor to sell his or her shares.

There can be no assurance that we will complete a liquidity event. If we do not successfully complete a liquidity event, liquidity for our stockholder’s investment in our common stock will be limited.


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We may be unable to invest a significant portion of the net proceeds of our offering on acceptable terms in an acceptable timeframe.

Delays in investing the net proceeds of our offering, which was terminated by our board of directors effective as of July 31, 2018, may impair our performance. We cannot assure you we will be able to identify any investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of our offering on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.

Before making investments, we will invest the net proceeds of our public offering primarily in cash, cash equivalents, U.S. government securities, repurchase agreements, and other high-quality debt instruments maturing in one year or less from the time of investment. This will produce returns that are significantly lower than the returns, which we expect to achieve when our portfolio is fully invested in securities meeting our investment objective. As a result, any distributions that we pay while our portfolio is not fully invested in securities meeting our investment objective may be lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objective.

A stockholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.

Our stockholders do not have preemptive rights to any shares of our capital stock we issue in the future. Our articles of incorporation authorizes us to issue up to 250,000,000 shares of common stock. Pursuant to our articles of incorporation, a majority of our board of directors may amend our articles of incorporation to increase the number of authorized shares of stock without stockholder approval. After a stockholder purchases shares, our board of directors may elect to sell additional shares in the future, issue equity interests in private offerings or issue share-based awards to our independent directors or persons associated with the Advisor. To the extent we issue additional equity interests at or below NAV, after a stockholder purchases shares of our common stock, a stockholder’s percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, a stockholder may also experience dilution in the net asset and fair value of his or her shares of our common stock. If the Mergers are successfully completed, our stockholders will experience a reduction in percentage ownership and voting power in the Combined Company. See “-Risks Relating to the Mergers.”

Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price below NAV per share, which may be a disadvantage as compared with certain public companies. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the current NAV of our common stock if our board of directors and independent directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority of those stockholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease and you will experience dilution.

Preferred stock could be issued with rights and preferences that would adversely affect holders of our common stock.

Under the terms of our articles of incorporation, our board of directors is authorized to issue shares of preferred stock in one or more series without stockholder approval, which could potentially adversely affect the interests of existing stockholders.

If we issue preferred stock, the NAV and market value of our common stock may become more volatile.

If we issue preferred stock, we cannot assure you that such issuance would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock would likely cause the NAV and market value of our common stock to become more volatile. If the dividend rate on the preferred stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of our common stock than if we had not issued preferred stock. Any decline in the NAV of our investments would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in NAV to the holders of our common stock than if we were not leveraged through the issuance of preferred stock. This greater NAV decrease would also tend to cause a greater decline in the market price for our common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred

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stock. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have different interests than holders of our common stock and may at times have disproportionate influence over our affairs.

Holders of any preferred stock we might issue might have the right to elect members of the board of directors and class voting rights on certain matters.

Holders of any preferred stock we might issue, voting separately as a single class, might have the right to elect two members of the board of directors at all times and in the event dividends become two full years in arrears, would have the right to elect a majority of our directors until such arrearage is completely eliminated. In addition, preferred stockholders would have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status, and accordingly would be able to veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies or the terms of our credit facilities, might impair our ability to maintain our qualification for RIC tax treatment for U.S. federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

Certain provisions of the Maryland Corporation Law could deter takeover attempts.

Our bylaws exempt us from the Maryland Control Share Acquisition Act, which significantly restricts the voting rights of control shares of a Maryland corporation acquired in a control share acquisition. If our board of directors were to amend our bylaws to repeal this exemption from the Maryland Control Share Acquisition Act, that statute may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction. Although we do not presently intend to adopt such an amendment to our bylaws, there can be no assurance that we will not so amend our bylaws at some time in the future. We will not, however, amend our bylaws to make us subject to the Maryland Control Share Acquisition Act without our board of directors determining that doing so would not conflict with the 1940 Act and obtaining confirmation from the SEC that it does not object to that determination.

Additionally, our board of directors may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Our board of directors may also, without stockholder action, amend our articles of incorporation to increase the number of shares of stock of any class or series that we have authority to issue. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the value of our common stock.

Investing in our common stock involves a high degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk and volatility or loss of principal than alternative investment options. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

The NAV of our common stock may fluctuate significantly.

The NAV and liquidity, if any, of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

•
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of the companies;
•
changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
•
loss of RIC tax treatment or BDC status;
•
changes in earnings or variations in operating results;
•
changes in the value of our portfolio of investments;
•
changes in accounting guidelines governing valuation of our investments;
•
any shortfall in revenue or net income or any increase in losses from levels expected by investors;
•
departure of SIC Advisors or certain of its respective key personnel;
•
operating performance of companies comparable to us;
•
general economic trends and other external factors; and
•
loss of a major funding source.

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U.S. Federal Income Tax Risks

We will be subject to corporate-level U.S. federal income tax if we are unable to qualify for the tax treatment applicable to RICs under Subchapter M of the Code or to satisfy RIC distribution requirements.

To maintain RIC tax treatment under the Code, we must meet the following minimum annual distribution, income source and asset diversification requirements. See "Business - Taxation as a Regulated Investment Company."

The minimum annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our “investment company taxable income,” which generally is its net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, if any. We would be taxed on any retained income and/or gains, including any short-term capital gains or long-term capital gains. Because we may use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act and may in the future become subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment, or could be required to retain a portion of our income or gains, and thus become subject to corporate-level U.S. federal income tax.

The income source requirement will be satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities, or similar sources. The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of its total assets and that does not represent more than 10% of the outstanding voting securities of such issuer; and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain ‘‘qualified publicly traded partnerships.’’ Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we fail to qualify for or maintain RIC tax treatment for any reason and are subject to corporate-level U.S. federal income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions. Such a failure would have a material adverse effect on our results of operations and financial conditions, and thus, our stockholders.


We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S. Treasury regulations as ‘‘passive foreign investment companies’’ and/or ‘‘controlled foreign corporations.’’ The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to corporate level events) or taxed at increased tax rates on the receipt of distributions or upon disposition. In certain circumstances, this could require us to recognize income where we do not receive a corresponding payment in cash. We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.

Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement, even if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the tax requirement to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to maintain

55


RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax. See ‘‘Tax Matters.’’

Risks Relating to the Mergers
On August 9, 2018, we entered into the MCC Merger Agreement and the MDLY Merger Agreement. Pursuant to the MCC Merger Agreement, MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving entity (the “Combined Company”) in the MCC Merger. Simultaneously, pursuant to the MDLY Merger Agreement, MDLY will, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the MDLY Merger. If the Mergers are successfully consummated, our common stock will be listed on the NYSE under the symbol “SRA” and the TASE, with such listings expected to be effective as of the closing date of the Mergers.  As a result of the Mergers, the investment portfolios of the Company and MCC will be combined, Merger Sub, as a successor to MDLY, would be a wholly owned subsidiary of the Combined Company, and the Combined Company would be internally managed by its wholly controlled adviser subsidiary. Set forth below are certain risks relating to the Mergers. For more information, please refer to the Joint Proxy Statement/Prospectus of the Company, MCC, and MDLY filed with the SEC on December 21, 2018.

There can be no assurances when or if the Mergers will be completed.
Although the Company, MCC and MDLY expect to complete the Mergers as early as the first quarter of 2019, there can be no assurances as to the exact timing of completion of the Mergers, or that the Mergers will be completed at all. The completion of the Mergers is subject to numerous conditions, including, among others, the continued effectiveness of the Registration Statement on Form N-14; the approval of our common stock (including shares of our common stock to be issued in the Mergers) for listing on the NYSE; receipt of requisite approvals of each of our stockholders, MCC’s stockholders, and MDLY’s stockholders; receipt of required regulatory approvals, including from the SEC, the SBA, any necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, amended, and, if applicable, state securities regulators; confirmation by the SEC that Merger Sub, as the successor to MDLY in the MDLY Merger, will be treated as a portfolio investment of the Combined Company and reflected in the Combined Company’s consolidated financial statements at fair value for accounting purposes (i.e., not consolidated into the financial statements of the Combined Company); the relevant parties having taken all actions reasonably required in order to keep existing indebtedness outstanding following the Mergers (other than with respect to MCC’s credit facility, which has been terminated); receipt of necessary consents relating to joint ventures of the Company and MCC; receipt of a specified level of consents from third-party advisory clients of MDLY; with respect to the MCC Merger, satisfaction (or appropriate wavier) of the conditions to closing of the MDLY Merger; with respect to the MDLY Merger, satisfaction (or appropriate waiver) of the conditions to closing of the MCC Merger; and other customary closing conditions.

The Company, MCC and MDLY cannot assure their respective stockholders that the conditions required to complete the Mergers will be satisfied or waived on the anticipated schedule, or at all. If the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on the Company’s, MCC’s, and MDLY’s financial condition, results of operations, assets or business. In addition, if the Mergers are not completed, the Company, MCC, and MDLY will have incurred substantial expenses for which no ultimate benefit will have been received. See “- If the Mergers do not close, we will benefit from the expenses incurred in its pursuit.” Moreover, if either the MCC Merger Agreement or the MDLY Merger Agreement is terminated under certain circumstances, the Company, MCC or MDLY may be obligated to pay the other party to the applicable merger agreement a termination fee. See “- Under certain circumstances, the Company, MCC or MDLY may be obligated to pay a termination fee upon termination of the MCC Merger Agreement or the MDLY Merger Agreement.” Any decision that our stockholders, MCC’s stockholders, and MDLY’s stockholder make should be made with the understanding that the completion of the Mergers may not happen as scheduled, or at all.

If the Mergers are completed, certain additional risks regarding the Combined Company following the Mergers may be presented.

We may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Mergers.
The Company may be a target of securities class action and derivative lawsuits. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the merger or seek monetary relief from such companies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. We cannot predict the outcome of these lawsuits, or others, if any, nor can we predict the amount of time and expense that will be required to resolve any such litigation. An unfavorable resolution of any such litigation surrounding the Mergers could delay or prevent their consummation. In addition, the costs defending the litigation, even

56


if resolved in our favor, could be substantial and such litigation could distract us from pursuing the consummation of the Mergers and other potentially beneficial business opportunities.

If the Mergers do not close, we will not benefit from the expenses incurred in its pursuit.
The Mergers may not be completed. If the Mergers are not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Mergers for investment banking, legal and accounting fees and financial printing and other costs and expenses, much of which will be incurred even if the Mergers are not completed. These transaction costs, incurred in connection with the Mergers by and among the Company, MCC, MDLY and Merger Sub (see Note1), are deferred and capitalized as an asset of the Company until the termination or closing of the Mergers. In addition, depending upon the circumstances surrounding termination of the MCC Merger Agreement or the MDLY Merger Agreement, as applicable, we may be obligated to pay a termination fee to the other party to the applicable merger agreement. See “- Under certain circumstances, we may be obligated to pay a termination fee upon termination of the MCC Merger Agreement or the MDLY Merger Agreement.”

Failure to complete the Mergers could negatively impact the business, financial results, and ability to pay distributions, if any or at its current level, to our stockholders.
If the Mergers are not completed, our ongoing business may be adversely affected.  We may experience negative reactions from the financial markets and from their respective customers if the anticipated benefits of the Mergers are not able to be realized.  Such anticipated benefits include, among others, the expected increase in distributions to the Combined Company’s stockholders, the benefits of the larger balance sheet of the Combined Company and potential for greater scale, the fee earning potential of the asset management business, the enhanced market value of our common stock following the completion of the Mergers upon listing on the NYSE and TASE, and the benefits of operational efficiencies, cost savings, and synergies.  If the Mergers are not consummated, we cannot assure our stockholders that the risks described above will not negatively impact the business, financial results, and ability to pay distributions, if any or at its current level, to our stockholders.

Termination of the MCC Merger Agreement or the MDLY Merger Agreement or failure to otherwise complete the Mergers could negatively impact us.
Termination of the MCC Merger Agreement or the MDLY Merger Agreement or any failure to otherwise complete the Mergers may result in various consequences, including, among other things:

•
our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers; and
•
the payment of any termination fee, if required under the circumstances, could adversely affect our financial condition and liquidity.

Under certain circumstances, we may be obligated to pay a termination fee upon termination of the MCC Merger Agreement or the MDLY Merger Agreement.

The MCC Merger Agreement provides for the payment by the Company or MCC to the other party a termination fee of $6,000,000 in cash if the MCC Merger Agreement is terminated by the Company or MCC under certain circumstances. The MDLY Merger Agreement provides for the payment by the Company or MDLY to the other party a termination fee of $5,350,000 in cash if the MDLY Merger Agreement is terminated by the Company or MDLY under certain circumstances.

The MCC Merger Agreement limits our ability to actively pursue alternatives to the MCC Merger and to accept a superior proposal.
The MCC Merger Agreement contains provisions that limit our ability to actively solicit, discuss or negotiate competing third-party proposals for strategic transactions. Although these provisions, which are customary for transactions of this type, allows us to engage in negotiations regarding, and to ultimately accept, a “MCC Merger Superior Proposal” (as such term is defined in the MCC Merger Agreement), in certain circumstances, subject to the payment of a termination fee, such provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of us from considering or proposing a MCC Merger Superior Proposal to us, or might result in a potential competing acquiror proposing to pay a lower price to acquire us than it might otherwise have proposed to pay.


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The MDLY Merger Agreement limits each of our ability to actively pursue alternatives to the MDLY Merger and to accept a superior proposal.
The MDLY Merger Agreement contains provisions that limit our ability to actively solicit, discuss or negotiate competing third-party proposals for strategic transactions. Although these provisions, which are customary for transactions of this type, allow us to engage in negotiations regarding, and to ultimately accept, a “MDLY Merger Superior Proposal” (as such term is defined in the MDLY Merger Agreement) in certain circumstances, subject to the payment of a termination fee, such provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of us from considering or proposing a MDLY Merger Superior Proposal to us, or might result in a potential competing acquiror proposing to pay a lower price to acquire us than it might otherwise have proposed to pay.

Certain persons related to us have interests in the Mergers that differ from the interests of our stockholders.
Certain of our directors and executive officers have financial interests in the Mergers that are different from, or in addition to, the interests of our stockholders. Our special committee and, acting on the recommendation of our special committee, our board of directors were aware of and considered these interests, among other matters, in evaluating the MCC Merger Agreement, including the MCC Merger, and the MDLY Merger Agreement, including the MDLY Merger, and in recommending to our stockholders to approve the MCC Merger and the MDLY Merger.

We will be subject to business uncertainties and contractual restrictions while the Mergers are pending.
Uncertainty about the effect of the Mergers may have an adverse effect on us and, consequently, on the Combined Company, following completion of the Mergers. These uncertainties could cause those that deal with us to seek to change their existing business relationships with us. In addition, each of the MCC Merger Agreement and the MDLY Merger Agreement restricts us from taking actions that it might otherwise consider to be in its respective best interests. These restrictions may prevent us from pursuing certain business opportunities that may arise prior to the completion of the Mergers.

Item 1B. Unresolved Staff Comments

None.
 
Item 2. Properties

We do not own any real estate or other physical properties materially important to our operation. Our administrator furnishes us office space. Our headquarters are currently located at 280 Park Avenue, 6th Floor East, New York, NY 10017.
 
Item 3. Legal Proceedings

From time to time, we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. Except as described below, we are not currently party to any material legal proceedings.

On January 25, 2019, two purported class actions were commenced in the Supreme Court of the State of New York, County of New York, by alleged stockholders of Medley Capital Corporation, captioned, respectively, Helene Lax v. Brook Taube, et al., Index No. 650503/2019, and Richard Dicristino, et al. v. Brook Taube, et al., Index No. 650510/2019 (together with the Lax Action, the “New York Actions”). Named as defendants in each complaint are Brook Taube, Seth Taube, Jeffrey Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, John E. Mack, Mark Lerdal, Richard T. Allorto, Jr., MCC, MDLY, the Company and Merger Sub. The complaints in each of the New York Actions allege that the individuals named as defendants breached their fiduciary duties in connection with the proposed merger of MCC with and into the Company, and that the other defendants aided and abetted those alleged breaches of fiduciary duties. Compensatory damages in unspecified amounts are sought. On February 27, 2019, the Court entered a stipulated scheduling order requiring that defendants respond to the complaints 45 days following the later of (a) the stockholder vote on the proposed merger and (b) plaintiffs’ filing of a consolidated, amended complaint. A preliminary conference is scheduled to take place on April 16, 2019. The defendants believe the claims asserted in the New York Actions are without merit and they intend to defend these lawsuits vigorously.

On February 11, 2019, a purported stockholder class action was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd., captioned FrontFour Capital Group LLC, et al. v. Brook Taube, et al., Case No. 2019-0100 against Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MDLY, the Company, MCC, MCC Advisors LLC (“MCC Advisors”), Medley Group LLC (“Medley Group”), and Medley LLC. The complaint, as amended on February 12,2019, alleged that the individuals named as defendants breached their fiduciary

58


duties to MCC stockholders in connection with the proposed merger of MCC with and into the Company, and that MDLY, the Company, MCC Advisors, Medley Group, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. The complaint seeks to enjoin the vote of MCC stockholders on the proposed merger and enjoin enforcement of certain provisions of the MCC Merger Agreement. The Court held a trial on the plaintiffs’ claims on March 6-7, 2019 and issued a Memorandum Opinion (the “Decision”) on March 11, 2019. The Court denied the plaintiffs’ requests to (i) permanently enjoin the proposed merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by the plaintiffs in their complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the proposed merger, but rejected the plaintiffs’ claim that the Company aided and abetted those breaches of fiduciary duties. The Court ordered the defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC stockholders on the proposed merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information. The defendants currently considering all available options, including appeal, with respect to the Decision.

Item 4. Mine Safety Disclosures

Not Applicable
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information
Shares of our common stock are illiquid investments for which there is currently no secondary market. No shares of our common stock have been authorized for issuance under any equity compensation plans. Under Maryland law, our stockholders generally will not be personally liable for our debts or obligations.

On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018. Prior to such date, the Company conducted a continuous public offering of its shares of common stock beginning on April 16, 2012. As of December 31, 2018, the Company sold a total of 98,502,907 shares of common stock, which includes shares issued as part of the distribution reinvestment plan (see Note 13), for total proceeds of $1.0 billion, which includes the shares sold to SIC Advisors.

As of April 1, 2019, we had 20,417 record holders of our common stock.

Set forth below is a chart describing the classes of our securities outstanding as of April 1, 2019:

Title of Class
Amount
Authorized
 
Amount Held by Us or for Our Account
 
Amount
Outstanding
Common Stock
250,000,000

 
—

 
99,485,633

Distributions
Our dividends, if any, are determined by the board of directors. We have elected to be treated as a RIC under Subchapter M of the Code. To maintain RIC tax treatment, we must, among others things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.
The following table reflects the cash distributions per share that the Company has declared or paid to its stockholders for the years ended December 31, 2018 and 2017 and the current fiscal year to date. Stockholders of record as of each respective record date were entitled to receive the distribution.

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Record Date
 
Payment Date
 
Amount per share
January 13 and 31, 2017
 
January 31, 2017
 
$
0.02667

February 15 and 28, 2017
 
February 28, 2017
 
0.02667

March 15 and 31, 2017
 
March 31, 2017
 
0.02667

April 14 and 28, 2017
 
April 28, 2017
 
0.02667

May 15 and 31, 2017
 
May 31, 2017
 
0.02667

June 15 and 30, 2017
 
June 30, 2017
 
0.02667

July 14 and 31, 2017
 
July 31, 2017
 
0.02667

August 15 and 31, 2017
 
August 31, 2017
 
0.02667

September 15 and 29, 2017
 
September 29, 2017
 
0.02667

October 13 and 31, 2017
 
October 31, 2017
 
0.02667

November 15 and 30, 2017
 
November 30, 2017
 
0.02667

December 15 and 29, 2017
 
December 29, 2017
 
0.02667

January 15 and 31, 2018
 
January 31, 2018
 
0.02667

February 15 and 28, 2018
 
February 28, 2018
 
0.02667

March 15 and 30, 2018
 
March 30, 2018
 
0.02667

April 13 and 30, 2018
 
April 30, 2018
 
0.02667

May 15 and 31, 2018
 
May 31, 2018
 
0.02667

June 15 and 29, 2018
 
June 29, 2018
 
0.02667

July 13 and 31, 2018
 
July 31, 2018
 
0.02667

August 15 and 31, 2018
 
August 31, 2018
 
0.02667

September 14 and 28, 2018
 
September 28, 2018
 
0.02667

October 15 and 31, 2018
 
October 31, 2018
 
0.02667

November 15 and 30, 2018
 
November 30, 2018
 
0.02667

December 14 and 31, 2018
 
December 31, 2018
 
0.02667

January 25, 2019
 
January 31 2019
 
0.05334

February 11, 2019
 
February 28, 2019
 
0.05334

March 11, 2019
 
March 29, 2019
 
0.05334

From time to time, but not less than quarterly, we will review our accounts to determine whether distributions to our stockholders are appropriate. We may in the future fund our cash distributions to stockholders from any sources of funds available to us, including borrowings. We have not established limits on the amount of funds we may use from available sources to make distributions. SIC Advisors has no obligation to make expense support payments pursuant to the Expense Support Agreement after December 31, 2016, the date on which such agreement expired.
The following table reflects, for U.S. Federal Income tax purposes, the sources of the cash distributions that we have paid on our common stock during the years ended December 31, 2018, 2017 and 2016:
 
 
 
 
 
Years Ended December 31,
 
 
 
 
2018
 
2017
 
2016
Source of Distribution
 
Distribution
Amount
 
Percentage
 
Distribution
Amount
 
Percentage
 
Distribution
Amount
 
Percentage
Net investment income
 
$
62,256,547

 
100.0
%
 
$
61,549,954

 
100.0
%
 
$
68,596,940

 
100.0
%
Net realized gain
 
—

 
—

 
—

 
—

 
—

 
—

Return of capital (other)
 
—

 
—

 
—

 
—

 
—

 
—

Distributions on a tax basis
 
$
62,256,547

 
100.0
%
 
$
61,549,954

 
100.0
%
 
$
68,596,940

 
100.0
%
We have adopted an “opt in” distribution reinvestment plan pursuant to which our common stockholders may elect to have the full amount of any cash distributions reinvested in additional shares of our common stock. As a result, if we declare a cash dividend or other distribution, each stockholder that has “opted in” to our distribution reinvestment plan will have their distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.

60


Sales of Unregistered Securities
None.

Unregistered Sales of Equity Securities and Use of Proceeds
In June 2013, we commenced a share repurchase program pursuant to which we conducted quarterly share repurchases, of up to 2.5% of the weighted average number of outstanding shares in any 3-month period or 10% of the weighted average number of outstanding shares in any 12-month period. The purpose of the share repurchase program was to allow stockholders to sell their shares back to us at a price equal to the most recently disclosed NAV per share of our common stock immediately prior to the date of repurchase. Shares were purchased from stockholders participating in the program on a pro rata basis. Unless our board of directors determined otherwise, the number of shares to be repurchased during any calendar year were limited to the proceeds received in association with the sale of shares of common stock under the distribution reinvestment plan. In connection with the Mergers, the Company suspended the Share Repurchase Program. See Note 13 to our consolidated financial statements for more information.

Item 6. Selected Financial Data

The following consolidated selected financial data should be read in conjunction with Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. The following consolidated selected financial and other data for the years ended December 31, 2018, 2017, 2016, 2015, and 2014 is derived from the audited consolidated financial statements for such years, included in Part II, Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
 
As of and for the years ended December 31,
 
2018
 
2017
 
2016
 
2015
 
2014
Statement of Operations data:
 
 
 
 
 
 
 
 
 
Total investment income
$
97,172,641

 
$
107,175,537

 
$
99,780,496

 
$
85,639,700

 
$
39,391,455

Base management fees
19,011,460

 
21,233,065

 
19,928,802

 
17,234,293

 
8,976,657

Incentive fee
—

 
4,700,177

 
9,281,479

 
4,434,352

 
(183,617
)
All other expenses - Net of expense reimbursement
31,432,395

 
28,738,825

 
10,605,743

 
17,470,552

 
11,032,000

Net investment income
46,728,786

 
52,503,470

 
59,964,472

 
46,500,503

 
19,566,415

Unrealized appreciation/(depreciation) on total investments
(17,544,964
)
 
(13,935,972
)
 
22,484,721

 
(67,923,168
)
 
(12,525,678
)
Net realized gain/(loss) on total investments
(57,661,458
)
 
(26,062,342
)
 
(13,120,398
)
 
11,309,852

 
7,011,513

Net increase/(decrease) in net assets resulting from operations
(28,477,636
)
 
12,505,156

 
69,328,795

 
(10,112,813
)
 
14,052,250

Per share data:(1)
 
 
 
 
 
 
 
 
 
Net asset value per common share at year end
$
6.72

 
$
7.66

 
$
8.17

 
$
8.16

 
$
8.97

Net investment income
0.48

 
0.55

 
0.66

 
0.66

 
0.55

Net realized gains/(losses) on total investments
(0.59
)
 
(0.27
)
 
(0.15
)
 
0.16

 
0.20

Net unrealized appreciation/(depreciation) on total investments
(0.18
)
 
(0.14
)
 
0.25

 
(0.96
)
 
(0.35
)
Net increase/decrease in net assets resulting from operations
(0.29
)
 
0.14

 
0.76

 
(0.14
)
 
0.40

Distributions declared (2)
0.64

 
0.64

 
0.76

 
0.80

 
0.80

Issuance of common stock (3)
(0.01
)
 
(0.01
)
 
0.01

 
0.13

 
0.19

Balance Sheet data at year end:
 
 
 
 
 
 
 
 
 
Total investment portfolio at fair value
$
923,480,762

 
$
1,064,109,090

 
$
983,144,322

 
$
907,362,444

 
$
616,915,093

Cash collateral on total return swap
27,000,000

 
48,000,000

 
79,620,942

 
77,029,970

 
56,877,928

Total investments
950,480,762

 
1,112,109,090

 
1,062,765,264

 
984,392,414

 
673,793,021

Cash and cash equivalents
59,481,495

 
64,909,759

 
99,400,794

 
93,658,142

 
65,749,154

Other assets
19,669,393

 
10,933,985

 
21,565,190

 
19,895,635

 
16,523,457

Total assets
1,029,631,650

 
1,187,952,834

 
1,183,731,248

 
1,097,946,191

 
756,065,632

Total liabilities
367,551,451

 
447,966,265

 
410,618,161

 
423,822,093

 
269,545,719

Total net assets
662,080,199

 
739,986,569

 
773,113,087

 
674,124,098

 
486,519,913

Other data (unaudited):
 
 
 
 
 
 
 
 
 
Weighted average yield on total investments (4)
10.8
%
 
9.9
%
 
10.4
%
 
11.5
%
 
10.8
%
Number of companies in investment portfolio at year end
95

 
115

 
99

 
89

 
73

(1)
The per share data was derived by using the weighted average shares outstanding during the years ended December 31, 2018, 2017, 2016, 2015, and 2014, which were 97,404,685, 96,248,024, 90,424,090, 76,648,292 and 35,425,825, respectively.
(2)
The per share data for distributions reflects the actual amount of distributions paid per share during the applicable period.
(3)
Shares issued under the distribution reinvestment plan as well as the continuance issuance of shares of common stock may cause an incremental increase/decrease in net asset value per share due to the effect of issuing shares at amounts that differ from the prevailing net asset value at each issuance.
(4)
The weighted average yield represents amortized total investments yield to maturity including the yield of cash collateral on the total return swap.

61


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this annual report on Form 10-K.
Except as otherwise specified, references to “we,” “us,” “our,” or the “Company,” refers to Sierra Income Corporation. “SIC Advisors” or “Adviser” refers to SIC Advisors LLC, our investment adviser. SIC Advisors is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc., a publicly traded asset management firm, which in turn is controlled by Medley Group LLC, an entity wholly-owned by the senior professionals of Medley LLC. “Medley” refers, collectively, to the activities and operations of Medley Capital LLC, Medley LLC, Medley Management Inc., Medley Group LLC, SIC Advisors, associated investment funds and their respective affiliates.
Some of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including, but not limited to, statements as to:

•
our future operating results;
•
our business prospects and the prospects of our portfolio companies;
•
changes in the economy;
•
risks associated with possible disruptions in our operations or the economy generally;
•
the effect of investments that we expect to make;
•
our contractual arrangements and relationships with third parties;
•
actual and potential conflicts of interest with SIC Advisors and its affiliates;
•
the dependence of our future success on the general economy and its effect on the industries in which we invest;
•
the ability of our portfolio companies to achieve their objectives;
•
the use of borrowed money to finance a portion of our investments;
•
the adequacy of our financing sources and working capital;
•
the timing of cash flows, if any, from the operations of our portfolio companies;
•
the ability of SIC Advisors to locate suitable investments for us and to monitor and administer our investments;
•
the ability of SIC Advisors and its affiliates to attract and retain highly talented professionals;
•
our ability to maintain our qualification as a RIC and as a BDC; and
•
the effect of changes in laws or regulations affecting our operations.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward-looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including due to the factors set forth in “Risk Factors” in Item 1A of Part 1 of this annual report on Form 10-K.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.

Overview
We are an externally managed non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. We are externally managed by SIC Advisors, which is a registered investment adviser under the Advisers Act. SIC Advisors is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. In addition, we have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code.
Under our Investment Advisory Agreement, we pay SIC Advisors a base management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we reimburse Medley for the allocable portion of overhead and other expenses incurred by Medley Capital LLC in performing its obligations under the Administration Agreement, including our

62


allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer and their respective staffs.
We intend to meet our investment objective by primarily lending to, and investing in, the debt of privately owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $1 billion. We intend to focus primarily on making investments in first lien senior secured debt, second lien secured debt, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We will originate transactions sourced through SIC Advisors’ existing network, and, to a lesser extent, expect to acquire debt securities through the secondary market. We may make equity investments in companies that we believe will generate appropriate risk adjusted returns, although we do not expect such investments to be a substantial portion of our portfolio.
The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such portfolio companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make. Based on prevailing market conditions, we anticipate that we will invest the proceeds from each subscription closing generally within 30-90 days. The precise timing will depend on the availability of investment opportunities that are consistent with our investment objectives and strategies.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if, pursuant to recent legislation, certain requirements under the 1940 Act are met) after such borrowing, with certain limited exceptions. To obtain and maintain our RIC status, we must meet specified source-of-income and asset diversification requirements. To be eligible for RIC tax treatment under Subchapter M for U.S. federal income tax purposes, we must distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, for the taxable year.

Agreements and Plan of Mergers
On August 9, 2018 the Company entered into definitive agreements to acquire Medley Capital Corporation (NYSE/TASE: MCC, “MCC”) and Medley Management Inc.(NYSE: MDLY, “MDLY”). Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MCC and Sierra (the “MCC Merger Agreement”), MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving entity (the “Combined Company”) in the merger (the “MCC Merger”). Under the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC Merger effective time, other than shares of MCC’s common stock held by MCC, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of the Company’s common stock.

Simultaneously, pursuant to the Agreement and Plan of Merger (the “MDLY Merger Agreement”), dated as of August 9, 2018, by and among MDLY, the Company, and Sierra Management, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), MDLY will, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the Merger (the “MDLY Merger” together with the MCC Merger, the “Mergers”), and MDLY’s existing asset management business will continue to operate as a wholly owned subsidiary of the Combined Company. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of our common stock; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s stockholders will have the right to receive certain dividends and/or other payments. If the Mergers are successfully consummated, our common stock will be listed on the New York Stock Exchange under the symbol “SRA” and the Tel Aviv Stock Exchange, with such listings expected to be effective as of the closing date of the Mergers. Upon completion of the Mergers, the investment portfolios of MCC and the Company would be combined, Merger Sub, as a successor to MDLY, would be a wholly owned subsidiary of the Combined Company, and the Combined Company would be internally managed by MCC Advisors LLC, its wholly controlled adviser subsidiary.

The Mergers are subject to the satisfaction or waiver of closing conditions, including, but not limited to: (a) the approval of the MCC Merger and the MDLY Merger by our stockholders by the affirmative vote of at least a majority of all our stockholders, the approval of the adoption of the MCC Merger Agreement by MCC’s stockholders, and the approval of the adoption of the MDLY Merger Agreement by MDLY’s stockholders, voting separately at their respective special meetings; (b) the receipt of an exemptive order from the SEC, an exemptive application for which has been filed by the Company, MCC and MDLY and certain of their subsidiaries;

63


and (c) the approval by the SBA relating to the transfer of MCC’s SBIC license. No assurance can be given that such SEC exemptive order will be issued or SBA approval will be received or that any of the other closing conditions will be satisfied or waived.

Revenues
We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the senior debt we invest in will generally have stated terms of three to ten years and that the subordinated debt we invest in will generally have stated terms of five to ten years. Our senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In addition, some of our investments provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. OIDs and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses
Our primary annual operating expenses consist of the payment of advisory fees and the reimbursement of expenses under our Investment Advisory Agreement with SIC Advisors and our Administration Agreement with Medley Capital LLC. We bear other expenses, which include, among other things:

•
corporate, organizational and offering expenses relating to offerings of our common stock, subject to limitations included in our Investment Advisory Agreement;
•
the cost of calculating our NAV, including the related fees and cost of any third-party valuation services;
•
the cost of effecting sales and repurchases of shares of our common stock and other securities;
•
fees payable to third parties relating to, or associated with, monitoring our financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
•
interest payable on debt, if any, incurred to finance our investments;
•
transfer agent and custodial fees;
•
fees and expenses associated with marketing efforts subject to limitations included in the Investment Advisory Agreement;
•
federal and state registration fees and any stock exchange listing fees;
•
federal, state and local taxes;
•
independent directors’ fees and expenses, including travel expenses;
•
costs of director and stockholder meetings, proxy statements, stockholders’ reports and notices;
•
costs of fidelity bonds, directors and officers/errors and omissions liability insurance and other types of insurance;
•
direct costs, including those relating to printing of stockholder reports and advertising or sales materials, mailing, long distance telephone and staff subject to limitations included in the Investment Advisory Agreement;
•
fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002, the 1940 Act and applicable federal and state securities laws;
•
brokerage commissions for our investments;
•
all other expenses incurred by us or SIC Advisors in connection with administering our investment portfolio, including expenses incurred by SIC Advisors in performing certain of its obligations under the Investment Advisory Agreement; and
•
the reimbursement of the compensation of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, whose compensation is paid by Medley Capital LLC, to the extent that each such reimbursement amount is annually approved by our independent director committee and subject to the limitations included in our Administration Agreement.

Administrative Services
We reimburse Medley Capital LLC for the administrative expenses necessary for its performance of services to us. However, such reimbursement is made at an amount equal to the lower of Medley Capital LLC’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC.

64


Portfolio and Investment Activity
The following table shows the amortized cost and the fair value of our investment portfolio as of December 31, 2018:

 
Amortized Cost
 
Percentage
 
Fair Value
 
Percentage
Senior secured first lien term loans
$
532,302,573

 
52.9
%
 
$
479,593,279

 
51.9
%
Senior secured second lien term loans
174,258,971

 
17.3

 
169,923,547

 
18.4

Senior secured first lien notes
37,930,308

 
3.8

 
35,495,093

 
3.8

Subordinated notes
77,930,062

 
7.7

 
66,187,857

 
7.2

Sierra Senior Loan Strategy JV I LLC
92,050,000

 
9.2

 
82,515,860

 
8.9

Equity/warrants
91,194,948

 
9.1

 
89,765,126

 
9.7

Total
$
1,005,666,862

 
100.0
%
 
$
923,480,762

 
100.0
%
As of December 31, 2018, our investment portfolio consisted of investments in 95 portfolio companies with a fair value of $923.5 million.
As of December 31, 2018, our income-bearing investment portfolio, which represented 89.3% of our total portfolio, had a weighted average yield based upon the cost of our portfolio investments of approximately 9.7%, and 9.3% of our income-bearing portfolio bore interest based on fixed rates, and 90.7% of our income-bearing portfolio bore interest at floating rates, such as LIBOR.
For the year ended December 31, 2018, we invested $206.6 million of principal in directly originated transactions across 78 portfolio companies and $26.1 million of principal in syndicated transactions across 16 portfolio companies. As of December 31, 2018, the investment portfolio was comprised of $917.0 million of principal in directly originated transactions across 74 portfolio companies and $103.5 million of principal in syndicated transactions across 21 portfolio companies.

The following table shows the amortized cost and the fair value of our investment portfolio as of December 31, 2017: 

 
Amortized Cost
 
Percentage
 
Fair Value
 
Percentage
Senior secured first lien term loans
$
609,837,869

 
54.0
%
 
$
569,902,295

 
53.6
%
Senior secured second lien term loans
251,114,921

 
22.2

 
231,837,616

 
21.8

Senior secured first lien notes
43,955,411

 
3.9

 
42,758,067

 
4.0

Subordinated notes
74,598,558

 
6.6

 
74,341,284

 
7.0

Sierra Senior Loan Strategy JV I LLC
79,816,250

 
7.1

 
79,515,513

 
7.5

Equity/warrants
70,305,798

 
6.2

 
65,754,315

 
6.2

Total
$
1,129,628,807

 
100.0
%
 
$
1,064,109,090

 
100.0
%

As of December 31, 2017, our investment portfolio consisted of investments in 115 portfolio companies with a fair value of $1,064.1 million.
As of December 31, 2017, our income-bearing investment portfolio, which represented 93.5% of our total portfolio, had a weighted
average yield based upon the cost of our investment portfolio of approximately 8.8%, and 9.3% of our income-bearing portfolio bore interest based on fixed rates, while 90.7% of our income-bearing portfolio bore interest at floating rates, such as LIBOR.

For the year ended December 31, 2017, we invested $296.0 million of principal in directly originated transactions across 57 portfolio
companies and $204.5 million of principal in syndicated transactions across 60 portfolio companies. As of December 31, 2017, the investment portfolio was comprised of $932.8 million of principal in directly originated transactions across 75 portfolio companies and $219.6 million of principal in syndicated transactions across 40 portfolio companies.
The following table shows weighted average current yield to maturity, including the yield of cash collateral on the TRS, based on fair value as of December 31, 2018 and 2017: 

65


 
December 31, 2018
 
December 31, 2017
 
Percentage
of Total
Investments
 
Weighted Average
Current Yield for
Total Investments
 
Percentage
of Total
Investments
 
Weighted Average
Current Yield for
Total Investments
Senior secured first lien term loans
50.5
%
 
10.3
%
 
53.2
%
 
9.4
%
Senior secured first lien notes
3.7

 
13.3

 
4.0

 
10.2

Senior secured second lien term loans
17.8

 
13.3

 
21.7

 
9.2

Subordinated notes
7.0

 
7.2

 
7.0

 
11.2

Sierra Senior Loan Strategy JV I LLC
8.7

 
9.7

 
7.4

 
10.3

Equity/warrants
12.3

 
12.2

 
6.7

 
14.3

Total
100.0
%
 
10.8
%
 
100.0
%
 
9.9
%

(1)
The weighted average current yield for total investments does not represent the total return to our stockholders.

The following table shows the portfolio composition by industry classification, including the TRS underlying loans, based on fair value at December 31, 2018:
 
Industry Classification
 
Investments
at Fair
Value(1)
 
Percentage
of Total
Portfolio(1)
 
Value of
TRS
Underlying
Loans
 
Percentage
of TRS
Underlying
Loans
 
Total
Investments
at Fair Value
including the
value of TRS
Underlying
Loans
 
Percentage
of Total
Portfolio
Including
the value
of TRS
Underlying
Loans
Services: Business
 
$
156,398,957

 
16.9
%
 
$
10,773,821

 
15.0
%
 
$
167,172,778

 
16.8
%
Multi-Sector Holdings
 
147,751,337

 
16.0

 
—

 
—

 
147,751,337

 
14.8

Healthcare & Pharmaceuticals
 
75,750,145

 
8.2

 
9,509,395

 
13.2

 
85,259,540

 
8.6

High Tech Industries
 
72,744,712

 
7.9

 
4,421,984

 
6.1

 
77,166,696

 
7.8

Banking, Finance, Insurance & Real Estate
 
53,079,983

 
5.7

 
3,004,364

 
4.2

 
56,084,347

 
5.6

Aerospace & Defense
 
55,177,303

 
6.0

 
—

 
—

 
55,177,303

 
5.5

Construction & Building
 
50,606,634

 
5.5

 
—

 
—

 
50,606,634

 
5.1

Wholesale
 
42,859,121

 
4.6

 
—

 
—

 
42,859,121

 
4.3

Hotel, Gaming & Leisure
 
34,305,563

 
3.7

 
—

 
—

 
34,305,563

 
3.4

Transportation: Cargo
 
25,736,261

 
2.8

 
5,338,720

 
7.4

 
31,074,981

 
3.1

Consumer Goods: Durable
 
23,617,293

 
2.6

 
7,386,965

 
10.3

 
31,004,258

 
3.1

Automotive
 
25,711,838

 
2.8

 
1,708,542

 
2.4

 
27,420,380

 
2.8

Capital Equipment
 
11,187,500

 
1.2

 
12,707,317

 
17.6

 
23,894,817

 
2.4

Chemicals, Plastics & Rubber
 
22,245,236

 
2.4

 
—

 
—

 
22,245,236

 
2.2

Media: Advertising, Printing & Publishing
 
15,298,916

 
1.7

 
5,509,302

 
7.6

 
20,808,218

 
2.1

Energy: Oil & Gas
 
14,779,343

 
1.6

 
3,030,789

 
4.2

 
17,810,132

 
1.8

Services: Consumer
 
11,801,389

 
1.3

 
4,469,702

 
6.2

 
16,271,091

 
1.6

Containers, Packaging & Glass
 
16,165,041

 
1.8

 
—

 
—

 
16,165,041

 
1.6

Media: Diversified & Production
 
14,321,399

 
1.6

 
—

 
—

 
14,321,399

 
1.4

Retail
 
8,605,149

 
0.9

 
—

 
—

 
8,605,149

 
0.9

Forest Products & Paper
 
7,690,117

 
0.8

 
—

 
—

 
7,690,117

 
0.8

Consumer Goods: Non-durable
 
7,522,988

 
0.8

 
—

 
—

 
7,522,988

 
0.8

Transportation: Consumer
 
7,402,367

 
0.8

 
—

 
—

 
7,402,367

 
0.7

Metals & Mining
 
6,925,615

 
0.7

 
—

 
—

 
6,925,615

 
0.7

Environmental Industries
 
5,164,068

 
0.6

 
—

 
—

 
5,164,068

 
0.5

Media: Broadcasting & Subscription
 
5,053,547

 
0.5

 
—

 
—

 
5,053,547

 
0.5

Beverage & Food
 
4,742,100

 
0.5

 
—

 
—

 
4,742,100

 
0.5

Utilities:  Electric
 
—

 
—

 
4,165,637

 
5.8

 
4,165,637

 
0.4

Telecommunications
 
836,840

 
0.1

 
—

 
—

 
836,840

 
0.1

Total
 
$
923,480,762

 
100.0
%
 
$
72,026,538

 
100.0
%
 
$
995,507,300

 
100.0
%

(1)
Does not include TRS underlying loans

66



The following table shows the portfolio composition by industry classification, including the TRS underlying loans, based on
fair value as of December 31, 2017:

Industry Classification
 
Investments
at Fair
Value(1)
 
Percentage
of Total
Portfolio(1)
 
Value of
TRS
Underlying
Loans
 
Percentage
of TRS
Underlying
Loans
 
Total
Investments
at Fair Value
including the
value of TRS
Underlying
Loans
 
Percentage
of Total
Portfolio
Including the value of TRS
Underlying
Loans
Services:  Business
 
$
146,953,643

 
13.8
%
 
$
13,887,959

 
8.2
%
 
$
160,841,602

 
13.0
%
Multi-Sector Holdings
 
153,856,797

 
14.4

 
—

 
—

 
153,856,797

 
12.5

Healthcare & Pharmaceuticals
 
91,755,106

 
8.6

 
22,303,100

 
13.1

 
114,058,206

 
9.2

High Tech Industries
 
72,406,421

 
6.8

 
12,085,880

 
7.1

 
84,492,301

 
6.8

Banking, Finance, Insurance & Real Estate
 
63,954,055

 
6.0

 
14,389,666

 
8.5

 
78,343,721

 
6.3

Aerospace & Defense
 
66,643,836

 
6.3

 
4,610,439

 
2.7

 
71,254,275

 
5.8

Construction & Building
 
53,936,884

 
5.1

 
6,004,451

 
3.5

 
59,941,335

 
4.9

Hotel, Gaming & Leisure
 
44,379,508

 
4.2

 
12,901,314

 
7.6

 
57,280,822

 
4.6

Wholesale
 
47,202,110

 
4.4

 
—

 
—

 
47,202,110

 
3.8

Energy:  Oil & Gas
 
34,983,825

 
3.3

 
6,047,997

 
3.6

 
41,031,822

 
3.3

Transportation:  Cargo
 
36,660,325

 
3.4

 
3,426,421

 
2.0

 
40,086,746

 
3.2

Media: Advertising, Printing & Publishing
 
24,692,940

 
2.3

 
13,516,196

 
8.0

 
38,209,136

 
3.1

Beverage & Food
 
31,625,675

 
3.0

 
1,351,347

 
0.8

 
32,977,022

 
2.7

Capital Equipment
 
14,726,702

 
1.4

 
14,771,244

 
8.7

 
29,497,946

 
2.4

Retail
 
19,931,113

 
1.9

 
6,663,368

 
3.9

 
26,594,481

 
2.2

Chemicals, Plastics & Rubber
 
21,154,595

 
2.0

 
4,962,025

 
2.9

 
26,116,620

 
2.1

Telecommunications
 
25,579,647

 
2.4

 
—

 
—

 
25,579,647

 
2.1

Containers, Packaging & Glass
 
22,128,034

 
2.1

 
—

 
—

 
22,128,034

 
1.8

Metals & Mining
 
21,202,310

 
2.0

 
—

 
—

 
21,202,310

 
1.7

Automotive
 
16,154,337

 
1.5

 
2,786,968

 
1.6

 
18,941,305

 
1.5

Services:  Consumer
 
8,631,158

 
0.8

 
8,422,315

 
5.0

 
17,053,473

 
1.4

Media: Diversified & Production
 
14,471,721

 
1.4

 
945,165

 
0.6

 
15,416,886

 
1.2

Media:  Broadcasting & Subscription
 
13,438,549

 
1.3

 
1,965,000

 
1.2

 
15,403,549

 
1.2

Consumer Goods:  Non-durable
 
5,942,867

 
0.5

 
5,151,172

 
3.0

 
11,094,039

 
0.9

Consumer Goods:  Durable
 
—

 
—

 
10,505,869

 
6.2

 
10,505,869

 
0.9

Transportation:  Consumer
 
7,614,095

 
0.7

 
—

 
—

 
7,614,095

 
0.6

Environmental Industries
 
4,082,837

 
0.4

 
—

 
—

 
4,082,837

 
0.3

Utilities:  Electric
 
—

 
—

 
2,975,822

 
1.8

 
2,975,822

 
0.2

Total
 
$
1,064,109,090

 
100.0
%
 
$
169,673,718

 
100.0
%
 
$
1,233,782,808

 
100.0
%

(1)
Does not include TRS underlying loans

SIC Advisors regularly assesses the risk profile of our portfolio investments and rates each of them based on the categories set forth below, which we refer to as SIC Advisors’ investment credit rating. Investment credit ratings are assigned to each of the investments in our portfolio that are directly held by the Company, but exclude any off-balance sheet interests of the Company, such as the loans underlying the TRS:










67


Investment
Credit Rating
Definition
1
Investments that are performing above expectations.
 
 
2
Investments that are performing within expectations, with risks that are neutral or favorable compared to risks at the time of origination or purchase. All new loans are rated ‘2’.
 
 
3
Investments that are performing below expectations and that require closer monitoring, but where no loss of interest, dividend or principal is expected. Companies rated ‘3’ may be out of compliance with financial covenants, however, loan payments are generally not past due.
 
 
4
Investments that are performing below expectations and for which risk has increased materially since origination or purchase. Some loss of interest or dividend is expected, but no loss of principal. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).
 
 
5
Investments that are performing substantially below expectations and whose risks have increased substantially since origination or purchase. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Some loss of principal is expected.

The following table shows the distribution of our investment portfolio, not including cash and cash equivalents, on the 1 to 5 investment credit rating scale at fair value as of December 31, 2018 and 2017:
 
 
December 31, 2018
 
December 31, 2017
Investment
Credit Rating
 
Investments at
Fair Value
 
Percentage
 
Investments at
Fair Value
 
Percentage
1
 
$
36,018,931

 
3.9
%
 
$
23,078,445

 
2.2
%
2
 
701,419,815

 
75.9

 
856,094,329

 
80.5

3
 
140,325,008

 
15.2

 
147,000,458

 
13.8

4
 
3,597,528

 
0.4

 
15,505,144

 
1.5

5
 
42,119,480

 
4.6

 
22,430,714

 
2.1

Total
 
$
923,480,762

 
100.0
%
 
$
1,064,109,090

 
100.0
%

Results of Operations
The following table shows operating results for the years ended December 31, 2018, 2017 and 2016:
 
 
2018
 
2017
 
2016
Total investment income
$
97,172,641

 
$
107,175,537

 
$
99,780,496

Total expenses
50,443,855

 
54,436,125

 
39,816,024

Net investment income before excise taxes
46,728,786

 
52,739,412

 
59,964,472

Excise tax expense
—

 
235,942

 
—

Net investment income
46,728,786

 
52,503,470

 
59,964,472

Net realized gain/(loss) from investments and total return swap
(57,661,458
)
 
(26,062,342
)
 
(13,120,398
)
Net change in unrealized appreciation/(depreciation) on investments and total return swap
(17,836,419
)
 
(13,889,140
)
 
22,430,516

Change in provision for deferred taxes on unrealized gain on investments
291,455

 
(46,832
)
 
54,205

Net increase/(decrease) in net assets resulting from operations
$
(28,477,636
)
 
$
12,505,156

 
$
69,328,795


Investment Income
Total investment income decreased $10,002,896, or 9.3%, to $97,172,641 for the year ended December 31, 2018, compared to $107,175,537 for the year ended December 31, 2017. Total investment income consisted primarily of portfolio interest, which decreased $6,328,844, or 6.4%, to $93,294,263 for the year ended December 31, 2018, compared to $99,623,107 for the year ended December 31, 2017. This decrease was primarily due to a $44 million, or 4.2%, decrease in our average investment portfolio. Fee income decreased $3,855,057, or 52.1%, to $3,548,380 for the year ended December 31, 2018, compared to $7,403,437 for the year ended December 31, 2017, primarily due to a decrease in fees associated with loan originations and loan prepayments.

Total investment income increased $7,395,041, or 7.4%, to $107,175,537 for the year ended December 31, 2017, compared to $99,780,496 for the year ended December 31, 2016. Total investment income consisted primarily of portfolio interest, which increased $8,603,934, or 9.5%, to $99,623,107 for the year ended December 31, 2017, compared to $91,019,173 for the year ended December 31,

68


2016. This increase was primarily due to a $115 million, or 11.3%, increase in our average investment portfolio. Fee income decreased $1,300,459, or 14.9%, to $7,403,437 for the year ended December 31, 2017, compared to $8,703,896 for the year ended December 31, 2016, primarily due to a decrease in fees associated with loan originations and loan prepayments.

Operating Expenses
The following table shows operating expenses for the years ended December 31, 2018, 2017 and 2016: 
 
2018
 
2017
 
2016
Base management fees
$
19,011,460

 
$
21,233,065

 
$
19,928,802

Interest and financing expenses
21,356,282

 
18,258,556

 
14,812,427

Incentive fees
—

 
4,700,177

 
9,281,479

General and administrative expenses
5,034,100

 
3,985,647

 
4,359,647

Administrator expenses
2,699,176

 
3,029,745

 
2,847,745

Offering costs
633,317

 
1,409,036

 
2,572,234

Professional fees
1,709,520

 
1,819,899

 
2,106,819

Total expenses
$
50,443,855

 
$
54,436,125

 
$
55,909,153

Total expenses decreased $3,992,270, or 7.3%, to $50,443,855 for the year ended December 31, 2018, as compared to $54,436,125 for the year ended December 31, 2017, primarily due to incentive fees. Total expenses decreased $1,473,028, or 2.6%, to $54,436,125 for the year ended December 31, 2017, as compared to $55,909,153 for the year ended December 31, 2016, primarily due to lower incentive fees.

Base management fees decreased $2,221,605, or 10.5%, to $19,011,460 for the year ended December 31, 2018, as compared to $21,233,065 for the year ended December 31, 2017, primarily due to an decrease in our average gross assets of $99 million, or 8.2%. Base management fees increased $1,304,263, or 6.5%, to $21,233,065 for the year ended December 31, 2017, as compared to $19,928,802 for the year ended December 31, 2016, primarily due to an increase in our average gross assets of $75 million, or 6.5%.

Interest and financing expenses increased $3,097,726, or 17.0%, to $21,356,282 for the year ended December 31, 2018, as compared to $18,258,556 for the year ended December 31, 2017, primarily due to an increase in the weighted average interest on our credit facilities of 0.8%, or a 19.0% increase. Interest and financing expenses increased $3,446,129, or 23.3%, to $18,258,556 for the year ended December 31, 2017, as compared to $14,812,427 for the year ended December 31, 2016, primarily due to an increase in the weighted average interest on our credit facilities of 0.5%, or a 13.5% increase.

Expense Support and Reimbursement Agreement
From June 29, 2012 through December 31, 2016, we were party to an Expense Support and Reimbursement Agreement with SIC Advisors (the “Expense Support Agreement”). During the term of the Expense Support Agreement, SIC Advisors reimbursed us for operating expenses in an amount equal to the difference between our distributions paid to stockholders in each month, less the sum of our net investment income, net realized capital gains and dividends paid to us from our portfolio companies, not included in net income and net realized capital gains, during such period (“Expense Support Reimbursement”). To the extent that no dividends or other distributions were paid to our stockholders in any given month, then the Expense Support Reimbursement for such month was equal to such amount necessary in order for available operating funds for the month to equal zero. From April 1, 2016 until the expiration of the Expense Support Agreement on December 31, 2016, SIC Advisors made expense support payments on a discretionary basis by making an election on the last day of each month to fund an expense support payment in an amount equal to the difference between our distributions paid to stockholders during such month less the sum of our net investment income, net realized capital gains and dividends paid to us from our portfolio companies, not included in net income and net realized capital gains during such period.

The purpose of the Expense Support Agreement was to cover distributions to stockholders so as to ensure that the distributions did not constitute a return of capital for GAAP purposes and to reduce operating expenses until we had raised sufficient capital to be able to absorb such expenses. The Expense Support Agreement expired on December 31, 2016.

Pursuant to the Expense Support Agreement, we will reimburse SIC Advisors for expense support payments it previously made following any calendar quarter for which we received net investment income, net realized capital gains and dividends from our portfolio companies (not included in net income and net realized capital gains) in excess of the distributions paid to our stockholders during such calendar quarter (the “Excess Operating Funds”). Any such reimbursement will be made within three years of the date that the expense support payment obligation was incurred by SIC Advisors, subject to the conditions described below. The amount of the reimbursement during any calendar quarter will equal the lesser of (i) the Excess Operating Funds received during the quarter

69


and (ii) the aggregate amount of all expense payments made by SIC Advisors that have not yet been reimbursed. In addition, we will only make reimbursement payments to the extent our current annualized “operating expense ratio” is equal to or less than our operating expense ratio for the quarter during which the corresponding expense obligation was incurred and to the extent the annualized rate of its regular cash dividends to our stockholders for the month is equal to or greater than the annualized rate of our regular cash distributions to stockholders for the month during which the corresponding expense payment was incurred.

Net Realized Gains/Losses on Investments
We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of an investment, without regard to unrealized gains or losses previously recognized.
During the years ended December 31, 2018, 2017 and 2016, we recognized net realized losses of $57,661,458, $26,062,342 and$13,120,398, respectively, on total investments.

Net Unrealized Appreciation/Depreciation on Investments
Net change in unrealized appreciation/depreciation on investments reflects the net change in the fair value of our total investments including the TRS and provision for deferred taxes. For the years ended December 31, 2018, 2017 and 2016, we had unrealized depreciation of $17,544,964, unrealized depreciation of $13,935,972 and unrealized appreciation of $22,484,721, respectively, on total investments.

Changes in Net Assets from Operations
For the year ended December 31, 2018, we recorded a net decrease in net assets resulting from operations of $28,477,636 compared to a net increase in net assets resulting from operations of $12,505,156 for the year ended December 31, 2017. Based on 97,404,685 and 96,248,024 weighted average common shares outstanding for the years ended December 31, 2018 and 2017, respectively, our per share net decrease in net assets resulting from operations was $0.29 for the year ended December 31, 2018 compared to a per share net increase in net assets from operations of $0.13 for the year ended December 31, 2017.

For the year ended December 31, 2017, we recorded a net increase in net assets resulting from operations of $12,505,156 compared to a net increase in net assets resulting from operations of $69,328,795 for the year ended December 31, 2016. Based on 96,248,024 and 90,424,090 weighted average common shares outstanding for the years ended December 31, 2017 and 2016, respectively, our per share net increase in net assets resulting from operations was $0.13 for the year ended December 31, 2017 compared to a per share net increase in net assets from operations of $0.77, for the year ended December 31, 2016.

Financial Condition, Liquidity and Capital Resources
As a BDC, we distribute substantially all of our net income to our stockholders and have an ongoing need to raise additional capital for investment purposes. To fund growth, we have a number of alternatives available to increase capital, including raising equity, increasing debt, and funding from operational cash flow.

Our liquidity and capital resources have been generated primarily from the net proceeds of our public offering of common stock, use of our credit facilities and our TRS.

As of December 31, 2018 and 2017, we had $59.5 million and $64.9 million, respectively, in cash and cash equivalents. In the future, we may generate cash from future offerings of securities, future borrowings and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. Our primary use of funds is investments in our targeted asset classes, cash distributions to our stockholders, and other general corporate purposes.

In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders substantially all of our taxable income, but we may also elect to periodically spillover certain excess undistributed taxable income from one tax year into the next tax year. In addition, as a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements under the 1940 Act are met). This requirement limits the amount that we may borrow.

70


The following table shows our net borrowings as of December 31, 2018 and 2017:

 
December 31, 2018
 
December 31, 2017
 
Total
Commitment
 
Balance
Outstanding 
 
Unused
Commitment 
 
Total
Commitment
 
Balance
Outstanding
 
Unused
Commitment
ING Credit Facility
$
220,000,000

 
$
115,000,000

 
$
105,000,000

 
$
220,000,000

 
$
195,000,000

 
$
25,000,000

Alpine Credit Facility
300,000,000

 
240,000,000

 
60,000,000

 
300,000,000

 
240,000,000

 
60,000,000

Total before deferred financing costs
520,000,000

 
355,000,000

 
165,000,000

 
520,000,000

 
435,000,000

 
85,000,000

Unamortized deferred financing costs
—

 
(3,460,986
)
 
—

 
—

 
(5,286,927
)
 
—

Total borrowings outstanding, net
$
520,000,000

 
$
351,539,014

 
$
165,000,000

 
$
520,000,000

 
$
429,713,073

 
$
85,000,000


On August 12, 2016, we amended our ING Credit Facility pursuant to the Revolving Credit Agreement with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent. The ING Credit Facility matures on August 12, 2020 and is secured by substantially all of our assets, subject to certain exclusions as further set forth in the Security Agreement entered into in connection with the Revolving Credit Agreement, among us, the Subsidiary Guarantors party thereto, ING Capital LLC, as Administrative Agent, each Financial Agent and Designated Indebtedness Holder party thereto and ING Capital LLC, as Collateral Agent. The ING Credit Facility also includes usual and customary representations, covenants and events of default for senior secured revolving credit facilities of this nature. On February 13, 2015, commitments to the ING credit facility were expanded from $150 million to $170 million. On August 12, 2016, commitments to the ING credit facility were expanded from $170 million to $175 million. On April 20, 2017, commitments to the ING Credit Facility were expanded from $175 million to $220 million. On February 8, 2019, we amended our ING Credit Facility, among other things, to permit the transactions contemplated by the MCC Merger Agreement and the MDLY Merger Agreement.

The ING Credit Facility allows for us, at our option, to borrow money at a rate of either (i) an alternate base rate plus 1.50% per annum or (ii) LIBOR plus 2.50% per annum. The interest rate margins are subject to certain step-downs upon the satisfaction of certain conditions described in the Revolving Credit Agreement. The alternate base rate will be the greatest of (i) the U.S. Prime Rate set forth in the Wall Street Journal, (ii) the federal funds effective rate plus 1/2 of 1%, and (iii) three month LIBOR plus 1%. As of December 31, 2018 and 2017, the commitment under the ING Credit Facility was $220 million and includes an accordion feature that allows for potential future expansion of the ING Credit Facility up to a total of $500 million. Availability of loans under the ING Credit Facility is linked to the valuation of the collateral pursuant to a borrowing base mechanism.

We are also required to pay a commitment fee to the lenders based on the daily unused portion of the aggregate commitments under the ING Credit Facility. The commitment fee is (i) 1.50% if the used portion of the aggregate commitments is less than or equal to 40%, (ii) 0.75% if the used portion of the aggregate commitments is greater than 40% and less than or equal to 65% or (iii) 0.50% if the used portion of the aggregate commitments is greater than 65%. The ING Credit Facility provides that we may use the proceeds of the facility for general corporate purposes, including making investments in accordance with our investment objective and strategy. As of December 31, 2018, our borrowings under the ING Facility totaled $115,000,000 and were recorded as part of revolving credit facility payable on our Consolidated Statements of Assets and Liabilities.

On September 29, 2017, the Company’s wholly-owned, special purpose financing subsidiary, Alpine, amended it's existing revolving credit facility (the “Alpine Credit Facility”) pursuant to an Amended and Restated Loan Agreement (the “Amendment”) with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender, the Financing Providers from time to time party thereto, SIC Advisors, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto (the “Loan Agreement”). The Loan Agreement was amended to, among other things, (i) extend the reinvestment period until December 29, 2020, (ii) extend the scheduled termination date until March 29, 2022, (iii) decrease the applicable margin for advances to 2.85% per annum and (iv) increase the compliance condition for net advances to 55% of net asset value. Alpine’s obligations to JPMorgan under the Alpine Credit Facility are secured by a first priority security interest in substantially all of the assets of Alpine, including its portfolio of loans. The obligations of Alpine under the Alpine Credit Facility are non-recourse to the Company.

Borrowings under the Alpine Credit Facility are subject to compliance with a NAV coverage ratio with respect to the current value of Alpine’s portfolio and various eligibility criteria must be satisfied with respect to the initial acquisition of each loan in Alpine’s portfolio. Any amounts borrowed under the Alpine Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on March 29, 2022. As of December 31, 2018, Alpine’s borrowings under the Alpine Credit Facility totaled $240,000,000 and were recorded as part of revolving credit facility payable on our Consolidated Statements of Assets and Liabilities.

71


Contractual Obligations
The following table shows our payment obligations for repayment of debt, which total our contractual obligations at December 31, 2018:
 
Payment Due By Period 
 
Total 
 
Less than
1 Year 
 
1 - 3 Years
 
3 - 5 Years 
 
More than
5 Years
ING Credit Facility
$
115,000,000

 
$
—

 
$
115,000,000

 
$
—

 
$
—

Alpine Credit Facility
240,000,000

 
—

 
—

 
240,000,000

 
—

Total Contractual Obligations
$
355,000,000

 
$
—

 
$
115,000,000

 
$
240,000,000

 
$
—


We have entered into certain contracts under which we have material future commitments. On April 5, 2012, we entered into the Investment Advisory Agreement with SIC Advisors in accordance with the 1940 Act. The Investment Advisory Agreement became effective as of April 17, 2012, the date that we met the minimum offering requirement. Pursuant to the 1940 Act, the initial term of the Investment Advisory Agreement was for two years from its effective date, with one-year renewals subject to approval by our board of directors, a majority of whom must be independent directors. On March 8, 2018, the board of directors approved the renewal of the Investment Advisory Agreement for an additional one-year term at an in-person meeting. SIC Advisors serves as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period consist of (i) a management fee equal to a percentage of the value of our gross assets and (ii) an incentive fee based on our performance.

On April 5, 2012, we entered into the Administration Agreement with Medley Capital LLC with an initial term of two years, pursuant to which Medley Capital LLC furnishes us with administrative services necessary to conduct our day-to-day operations. On March 8, 2018, the board of directors approved the renewal of the Administration Agreement for an additional one-year term at an in-person meeting. Medley Capital LLC is reimbursed for administrative expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We do not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under the investment advisory agreement and administration agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

Off-Balance Sheet Arrangements
On August 27, 2013, Arbor, a wholly-owned financing subsidiary of the Company, entered into a TRS with Citibank.
On September 29, 2017, Arbor entered into the Fifth Amended Confirmation Letter Agreement with Citibank. The Fifth Amended Confirmation Agreement reduces the maximum portfolio notional (determined at the time each such loan becomes subject to the TRS) from $300,000,000 to $180,000,000, through incremental reductions of $60,000,000 on October 3, 2017 and $20,000,000 on each of November 3, 2017, December 3, 2017 and January 3, 2018. The Fifth Amended Confirmation Agreement also decreases the interest rate payable to Citibank from LIBOR plus 1.65% per annum to LIBOR plus 1.60% per annum. Other than the foregoing, the Fifth Amended Confirmation Agreement did not change any of the other material terms of the TRS.
The TRS with Citibank enables Arbor to obtain the economic benefit of the loans underlying the TRS, despite the fact that such loans will not be directly held or otherwise owned by Arbor, in return for an interest-type payment to Citibank. Accordingly, the TRS is analogous to Arbor utilizing leverage to acquire loans and incurring an interest expense to a lender.
SIC Advisors acts as the investment manager of Arbor and has discretion over the composition of the basket of loans underlying the TRS. The terms of the TRS are governed by an ISDA 2002 Master Agreement, the Schedule thereto and Credit Support Annex to such Schedule, and the Confirmation exchanged thereunder, between Arbor and Citibank, which collectively establish the TRS, and are collectively referred to herein as the “TRS Agreement”.
Transactions in total return swap contracts during the year ended December 31, 2018 were $2,242,356 in realized gains and $1,170,036 in net change in unrealized depreciation, which is recorded on the Consolidated Statements of Operations.
Transactions in total return swap contracts during the year ended December 31, 2017 were $1,403,938 in realized losses and $8,292,462 in net change in unrealized appreciation, which is recorded on the Consolidated Statements of Operations.

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Our derivative asset from Citibank, net of amounts available for offset under a master netting agreement as of December 31, 2018 was $113,252, which is recorded on the Consolidated Statements of Assets and Liabilities as a receivable due on total return swap.
The volume of the Company's derivative transactions for the years ended December 31, 2018 and 2017 were as follows: 
 
December 31,
 
2018
 
2017
Average notional par amount of contracts (1)
$153,644,607
 
$235,946,069

(1)
Average notional amount is based on the average month end balances for the years ended December 31, 2018 and 2017, which is representative of the volume of notional contract amounts held during each year.

On March 27, 2015, the Company and GALIC entered into a limited liability company operating agreement to co-manage Sierra JV. All portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV's board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by GALIC. The Company has concluded that it does not operationally control Sierra JV. As the Company does not operationally control Sierra JV, it does not consolidate the operations of Sierra JV within the consolidated financial statements. As a practical expedient, the Company uses NAV to determine the fair value of its investment in Sierra JV; therefore, this investment has been presented as a reconciling item within the fair value hierarchy (see Note 4).

As of December 31, 2018 and 2017, Sierra JV had total capital commitments of $116 million and 100 million, respectively, with the Company providing $101.5 million and $87.5 million, respectively, and GALIC providing $14.5 and $12.5 million, respectively. Approximately, $105.2 million and $91.2 million was funded as of December 31, 2018 and 2017, relating to these commitments, of which $92.1 million and $79.8 million were from the Company, respectively. The Company does not have the right to withdraw any of their respective capital commitment, unless in connection with a transfer of its membership interests. The Company may transfer full membership interests as long as it is approved by all members and transferred in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, or applicable state securities laws.

On August 4, 2015, Sierra JV entered into a senior secured revolving credit facility the ("JV Facility") led by Credit Suisse, AG ("CS") with commitments of $100 million subject to certain leverage and borrowing base restrictions. On December 29, 2015, the JV Facility was amended and the total commitments were increased to $135 million. On March 30, 2017, the Company amended the JV Facility previously administered by CS and facilitated the assignment of all rights and obligations of CS under the JV Facility to Deutsche Bank AG, New York Branch, ("DB") and increased the total loan commitments to $240 million. On May 26, 2017 commitments to the JV facility were increased from $240 million to $250 million. On March 29, 2019 the JV Facility reinvestment period was extended to June 28, 2019. The JV Facility bears interest at a rate of LIBOR (with no minimum) plus 2.50% per annum and the stated maturity date is March 30, 2022. As of December 31, 2018 and 2017, there were $204.9 million and $180.0 million outstanding under the JV Facility, respectively.

We have determined that the Sierra JV is an investment company under ASC 946, however in accordance with such guidance, we will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we do not consolidate our interest in the Sierra JV.

Distributions
We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code. To maintain RIC tax treatment, we must, among others things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain U.S. federal excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.
We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital

73


gains for investment and elect to treat such gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. We can offer no assurance that we will continue to achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
Subject to our board of directors’ discretion and applicable legal restrictions, we expect to authorize and pay monthly distributions to our stockholders. Any distributions to our stockholders will be declared out of assets legally available for distribution. We expect to continue making monthly distributions unless our results of operations, our general financial condition, general economic conditions, or other factors prohibit us from doing so. From time to time, but not less than quarterly, we will review our accounts to determine whether distributions to our stockholders are appropriate. We have not established limits on the amount of funds we may use from available sources to make distributions. From the commencement of our offering through September 30, 2016, a portion of our distributions were comprised in part of expense support payments made by SIC Advisors that may be subject to repayment by us within three years of the date of such support payment. The purpose of this arrangement was to cover distributions to stockholders so as to ensure that the distributions did not constitute a return of capital for GAAP purposes. In the future, we may have distributions which could be characterized as a return of capital. Such distributions are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or SIC Advisors elects to make expense support payments under an expense support agreement. Any future reimbursements to SIC Advisors will reduce the net investment income that may otherwise be available for distribution to stockholders. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at all. SIC Advisors has no obligation to enter into a renewed expense support agreement. For the year ended December 31, 2016, if net Expense Support Payments of $16,093,129 were not made by SIC Advisors, approximately 23% of the distributions would have been a return of capital for GAAP purposes, respectively.
Our distributions may exceed our earnings, which we refer to as a return of capital, especially during the period before we have invested substantially all of the proceeds of our offering. As a result, a portion of the distributions we make may represent a return of capital. Our use of the term “return of capital” merely means distributions in excess of our earnings and as such may constitute a return on your individual investments and does not mean a return on capital. Therefore stockholders are advised that they should be aware of the differences with our use of the term “return of capital” and “return on capital.”

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The following table reflects the cash distributions per share that the Company has declared or paid to its stockholders during 2018 and 2017. Stockholders of record as of each respective semi-monthly record date were entitled to receive the distribution.
Record Date
 
Payment Date
 
Amount per share
January 13 and 31, 2017
 
January 31, 2017
 
$
0.02667

February 15 and 28, 2017
 
February 28, 2017
 
0.02667

March 15 and 31, 2017
 
March 31, 2017
 
0.02667

April 14 and 28, 2017
 
April 28, 2017
 
0.02667

May 15 and 31, 2017
 
May 31, 2017
 
0.02667

June 15 and 30, 2017
 
June 30, 2017
 
0.02667

July 14 and 31, 2017
 
July 31, 2017
 
0.02667

August 15 and 31, 2017
 
August 31, 2017
 
0.02667

September 15 and 29, 2017
 
September 29, 2017
 
0.02667

October 13 and 31, 2017
 
October 31, 2017
 
0.02667

November 15 and 30, 2017
 
November 30, 2017
 
0.02667

December 15 and 29, 2017
 
December 29, 2017
 
0.02667

January 15 and 31, 2018
 
January 31, 2018
 
0.02667

February 15 and 28, 2018
 
February 28, 2018
 
0.02667

March 15 and 30, 2018
 
March 30, 2018
 
0.02667

April 13 and 30, 2018
 
April 30, 2018
 
0.02667

May 15 and 31, 2018
 
May 31, 2018
 
0.02667

June 15 and 29, 2018
 
June 29, 2018
 
0.02667

July 13 and 31, 2018
 
July 31, 2018
 
0.02667

August 15 and 31, 2018
 
August 31, 2018
 
0.02667

September 14 and 28, 2018
 
September 28, 2018
 
0.02667

October 15 and 31, 2018
 
October 31, 2018
 
0.02667

November 15 and 30, 2018
 
November 30, 2018
 
0.02667

December 14 and 31, 2018
 
December 31, 2018
 
0.02667

We have adopted an “opt in” distribution reinvestment plan pursuant to which common stockholders may elect to have the full amount of any cash distributions reinvested in additional shares of our common stock. As a result, if we declare a cash distribution, stockholders that have “opted in” to our distribution reinvestment plan will have their distribution automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.

Each year a statement on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gain on the sale of securities, or a return of capital) will be mailed to our stockholders. The tax basis of shares must be reduced by the amount of any return of capital distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on the sale of shares.

Related Party Transactions
On October 19, 2011, SIC Advisors entered into a subscription agreement to purchase 110.80 shares of common stock for cash consideration of $1,000. The consideration represents $9.025 per share.
On April 17, 2012, SIC Advisors purchased 1,108,033.24 shares of our common stock for aggregate gross proceeds of $10,000,000. The consideration represents $9.025 per share.
We have entered into an Investment Advisory Agreement with SIC Advisors in which our senior management holds an equity interest and were party to the Expense Support Agreement through December 31, 2016. Members of our senior management also serve as principals of other investment managers affiliated with SIC Advisors that do, and may in the future, manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.
We have entered into an Administration Agreement with Medley Capital LLC, pursuant to which Medley Capital LLC furnishes us with administrative services necessary to conduct our day-to-day operations. Medley Capital LLC is reimbursed for administrative expenses it incurs on our behalf. We do not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC. Medley Capital LLC is an affiliate of SIC Advisors.

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The dealer manager agreement that we entered into with SC Distributors, LLC in connection with our offering was terminated pursuant to its terms in connection with the termination of our offering, effective as of July 31, 2018.

On August 9, 2018, the Company entered into the MCC Merger Agreement pursuant to which MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving company in the MCC Merger Agreement. Under the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC Merger effective time, other than shares of MCC common stock held by MCC, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of the Company’s common stock. In addition, on August 9, 2018, the Company entered into the MDLY Merger Agreement, pursuant to which MDLY will on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the MDLY Merger Agreement. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of the Company’s common stock; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s stockholders will have the right to receive certain dividends and/or other payments. The Mergers will occur simultaneously and, as a result of the foregoing, the investment management function relating to the operation of the Company, as the surviving company in the Mergers, will be internalized.

The Mergers are subject to the satisfaction or waiver of closing conditions, including, but not limited to: (a) the approval of the MCC Merger and the MDLY Merger by the Company’s stockholders by the affirmative vote of at least a majority of all its stockholders, the approval of the adoption of the MCC Merger Agreement by MCC’s stockholders, and the approval of the adoption of the MDLY Merger Agreement by MDLY’s stockholders, voting separately at their respective special meetings; (b) the receipt of an exemptive order from the SEC, an exemptive application for which has been filed by the Company, MCC and MDLY and certain of their subsidiaries; and (c) the approval by the SBA relating to the transfer of MCC’s Small Business Investment Company license. No assurance can be given that such SEC exemptive order will be issued or SBA approval will be received or that any of the other closing conditions will be satisfied or waived.

We have entered into a license agreement with SIC Advisors under which SIC Advisors has agreed to grant us a non-exclusive, royalty-free license to use the name “Sierra” for specified purposes in our business. Under the license agreement, we will have a right to use the “Sierra” name, subject to certain conditions, for so long as SIC Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the “Sierra” name.

Management Fee
We pay SIC Advisors a fee for its services under the Investment Advisory Agreement. The fee consists of two components: a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of 1.75% of our gross assets and is payable quarterly in arrears. The incentive fee consists of:
•
An incentive fee on net investment income (“subordinated incentive fee on income”) is calculated and payable quarterly in arrears and is based upon pre-incentive fee net investment income for the immediately preceding quarter. No subordinated incentive fee on income is payable in any calendar quarter in which pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter, or the preferred quarterly return. All pre-incentive fee net investment income, if any, that exceeds the preferred quarterly return, but is less than or equal to 2.1875% of net assets at the end of the immediately preceding fiscal quarter in any quarter, will be payable to SIC Advisors. We refer to this portion of our subordinated incentive fee on income as the catch up. It is intended to provide an incentive fee of 20% on pre-incentive fee net investment income when pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter in any quarter. For any quarter in which our pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter, the subordinated incentive fee on income shall equal 20% of the amount of pre-incentive fee net investment income, because the preferred return and catch up will have been achieved.
•
A capital gains incentive fee will be earned on realized investments and shall be payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. If the Investment Advisory Agreement is terminated, the fee will become payable as of the effective date of such termination. The capital gains incentive fee is based on our realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, which we refer to as “net realized capital gains.” The capital gains incentive fee equals 20% of net realized capital gains, less the aggregate amount of any previously paid capital gains incentive fee.

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Under the terms of the Investment Advisory Agreement, SIC Advisors bears all organizational and offering expenses on our behalf. Since June 2, 2014, the date that we raised $300 million in gross proceeds in connection with the sale of shares of our common stock, SIC Advisors was no longer obligated to bear, pay or otherwise be responsible for any ongoing organizational and offering expenses on our behalf, and we have been responsible for paying or otherwise incurring all such organizational and offering expenses. Pursuant to the terms of the Investment Advisory Agreement, we have agreed to reimburse SIC Advisors for any such organizational and offering expenses incurred by SIC Advisors not to exceed 1.25% of the gross subscriptions raised by us over the course of the offering period, which was initially scheduled to terminate two years from the initial offering date, unless extended.On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018.
Notwithstanding the foregoing, in the event that organizational and offering expenses, together with sales commissions, the dealer manager fee and any discounts paid to members of the Financial Industry Regulatory Authority, exceed 15% of the gross proceeds from the sale of shares of our common stock pursuant to our registration statement or otherwise at the time of the completion of our offering, then SIC Advisors shall be required to pay or, if already paid by us, reimburse us for amounts exceeding such 15% limit.

Critical Accounting Policies
This discussion of our expected operating plans is based upon our expected consolidated financial statements, which will be prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these consolidated financial statements will require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future consolidated financial statements.

Valuation of Investments
We apply fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, we have categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as identified below and discussed in Note 4.
•
Level 1 — Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and publicly listed derivatives will be included in Level 1. In addition, securities sold, but not yet purchased and call options will be included in Level 1. We will not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably affect the quoted price.
•
Level 2 — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments, and various relationships between investments. Investments which are generally expected to be included in this category include corporate bonds and loans, convertible debt indexed to publicly listed securities, and certain over-the-counter derivatives.
•
Level 3 — Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments that are expected to be included in this category are our private portfolio companies.
Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, our own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
Investments for which market quotations are readily available are valued at such market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. We weight the use of third-party broker quotes, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer. However, debt investments with remaining maturities within 60 days that are not credit impaired are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments for which market quotations are not readily available are valued at fair value as determined by our board of directors based upon input from management and third party valuation firms. Because these investments are illiquid and because there may not be any directly comparable companies whose financial instruments have observable market values, these loans are valued using

77


a fundamental valuation methodology, consistent with traditional asset pricing standards, that is objective and consistently applied across all loans and through time.
We use third-party valuation firms to assist the board of directors in the valuation of its portfolio investments. The valuation reports generated by the third-party valuation firms consider the evaluation of financing and sale transactions with third parties, expected cash flows and market based information, including comparable transactions, performance multiples, and movement in yields of debt instruments, among other factors. Based on market data obtained from the third-party valuation firms, we use a combined market yield analysis and an enterprise model of valuation. In applying the market yield analysis, the value of our loans are determined based upon inputs such as the coupon rate, current market yield, interest rate spreads of similar securities, the stated value of the loan, and the length to maturity. In applying the enterprise model, we use a waterfall analysis which takes into account the specific capital structure of the borrower and the related seniority of the instruments within the borrower’s capital structure into consideration. To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The methodologies for performing investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company. For non-performing investments, we may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities using an expected recovery model. We may estimate the fair value of warrants based on a model such as the Black-Scholes model or simulation models or a combination thereof.
We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

•
our quarterly valuation process begins with each portfolio investment being initially valued by the valuation professionals;
•
conclusions are then documented and discussed with senior management; and
•
an independent valuation firm engaged by our board of directors prepares an independent valuation report for approximately one third of the portfolio investments each quarter on a rotating quarterly basis on non fiscal year-end quarters, such that each of these investments will be valued by an independent valuation firm at least twice per annum when combined with the fiscal year-end review of all the investments by independent valuation firms, exclusive of the TRS underlying portfolio.

In addition, all of our investments are subject to the following valuation process:

•
management reviews preliminary valuations and their own independent assessment;
•
the audit committee of our board of directors reviews the preliminary valuations of senior management and independent valuation firms; and
•
our board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of SIC Advisors, the respective independent valuation firms and the audit committee.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may 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.
The valuation procedures described are generally applied to the loans underlying the TRS, except that such assets are not reviewed by independent third party valuation firms. We will value the TRS in accordance with the TRS Agreement. Pursuant to the TRS Agreement, the value of the TRS will be based on the increase or decrease in the value of the assets underlying the TRS, together with accrued interest income, interest expense and certain other expenses incurred under the TRS. The assets underlying the TRS will be valued by Citibank. Citibank will base its valuation on the indicative bid prices provided by an independent third-party pricing service. Bid prices reflect the highest price that market participants may be willing to pay. These valuations are sent to us for review and testing. Our board of directors will review and approve the value of the TRS, as well as the value of the assets underlying the TRS, on a quarterly basis as part of their quarterly determination of NAV. To the extent our board of directors has any questions or concerns regarding the valuation of the assets underlying the TRS, such valuation will be discussed or challenged pursuant to the terms of the TRS. For additional disclosures on the TRS, see “Off-Balance Sheet Arrangements.”
 
Our investments in subordinated notes are carried at fair value, which is based on a discounted cash flow model. The discounted cash flow model models both the underlying collateral (“assets”) and the liabilities of the CLO capital structure. The discounted cash flow model uses a set of assumptions including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated cash flows of the assets. The discounted cash flow model distributes the asset cash flows to the liability structure based on the payment priorities and discounts them back using appropriate market discount rates based on discount rates

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for comparable CLOs. The assumptions are based on available market data as well as management estimates. Additional data is used to validate the results from the discounted cash flow method, such as analysis of relevant data observed in the CLO market, review of quotes, where available, recent acquisitions and observable transactions in the subordinated notes, among other factors.

Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities or accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as fee income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amount.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Payment-in-Kind Interest
We have investments in our portfolio that contain a PIK interest provision. Any PIK interest is added to the principal balance of such investments and is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible. In order to maintain our status as a RIC, substantially all of this income must be paid out to stockholders in the form of dividends, even if we have not collected any cash.

Organizational and Offering Expenses
We have been responsible for all ongoing organizational and offering expenses since June 2, 2014 until the termination of the Company's offering effective as of July 31, 2018.

U.S. Federal Income Taxes
We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to our stockholders from our tax earnings and profits. To obtain and maintain our RIC tax treatment, we must, among other things, meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Recent Developments
On January 25, 2019, our board of directors declared a series of monthly distributions for January, February and March 2019 in the amount of $0.05334 per share. Stockholders of record as of each respective monthly record date will be entitled to receive the distribution. Below are the details for each respective distribution:
Record Date
 
Payment Date
 
Amount per share
January 25, 2019
 
January 31, 2019
 
$
0.05334

February 11, 2019
 
February 28, 2019
 
0.05334

March 11, 2019
 
March 29, 2019
 
0.05334


Item 7A: Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of December 31, 2018, 90.7% of our portfolio investments (based on fair value) paid variable interest rates while 9.3% paid fixed interest rates, and 10.7% were non-income producing investments while 89.3% were income producing investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. In addition, a rise in interest rates may increase the likelihood that a portfolio company defaults on a loan. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments

79


may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income under the Investment Advisory Agreement we have entered into with SIC Advisors, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to SIC Advisors with respect to our increased pre-incentive fee net investment income.

Under the terms of the TRS between Arbor and Citibank, Arbor will pay fees to Citibank at a floating rate based on LIBOR in exchange for the right to receive the economic benefit of a portfolio of assets having a maximum notional amount of $180 million as of December 31, 2018. Our interest expense will also be affected by changes in the published LIBOR rate in connection with our Credit Facilities. We expect any future credit facilities, total return swap agreements or other financing arrangements that we or any of our subsidiaries may enter into will also be based on a floating interest rate. As a result, we are subject to risks relating to changes in market interest rates. In periods of rising interest rates, when we or our subsidiaries have debt outstanding or financing arrangements in effect, our cost of funds would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

In addition, any investments we make that are denominated in a foreign currency 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.

Based on our Consolidated Statement of Assets and Liabilities as of December 31, 2018, the following table shows the approximate annual impact on the change in net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investment portfolio and capital structure:

 
 
Change in
Basis point increase/(decrease)
 
Interest Income (1)
 
Interest Expense
 
Net Interest Income
300
 
$21,944,976
 
$10,650,000
 
$11,294,976
200
 
14,629,984
 
7,100,000
 
7,529,984
100
 
7,314,992
 
3,550,000
 
3,764,992
(100)
 
(7,314,992)
 
(3,550,000)
 
(3,764,992)
(200)
 
(12,013,221)
 
(7,100,000)
 
(4,913,221)
(300)
 
(12,025,953)
 
(8,884,550)
 
(3,141,403)

(1)
Assumes no defaults or prepayments by portfolio companies over the next twelve months.
We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the years ended December 31, 2018, 2017 and 2016, we did not engage in interest rate hedging activities.
In addition, we may have risk regarding portfolio valuation. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-Valuation of Investments” and “Item 1A. Risk Factors.”



80


Item 8. Consolidated Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 


81


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Sierra Income Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Sierra Income Corporation (the Company), including the consolidated schedules of investments, as of December 31, 2018 and 2017, the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2018 and 2017, by correspondence with the custodian, directly with counterparties and management of the portfolio companies, debt agents and brokers or by other appropriate auditing procedures where replies were not received, as applicable. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ Ernst and Young LLP

We have served as the Company’s auditor since 2011.

New York, New York
April 1, 2019


F- 1


Sierra Income Corporation
Consolidated Statements of Assets and Liabilities
 
As of
 
December 31, 2018
 
December 31, 2017
ASSETS
 
 
 
Investments at fair value
 
 
 
Non-controlled/non-affiliated investments (amortized cost of $819,032,531 and $975,968,734, respectively)
$
758,474,260

 
$
917,820,822

Controlled/affiliated investments (amortized cost of $186,634,331 and $153,660,073, respectively)
165,006,502

 
146,288,268

Investments at fair value
923,480,762

 
1,064,109,090

Cash and cash equivalents
59,481,495

 
64,909,759

Cash collateral on total return swap (Note 5)
27,000,000

 
48,000,000

Interest receivable from non-controlled/non-affiliated investments
9,154,364

 
9,039,243

Deferred transaction costs
7,052,691

 
—

Unsettled trades receivable
2,339,547

 
339,573

Prepaid expenses and other assets
627,418

 
219,096

Interest receivable from controlled/affiliated investments
382,121

 
638,458

Receivable due on total return swap (Note 5)
113,252

 
462,555

Receivable for Company shares sold
—

 
235,060

Total assets
$
1,029,631,650

 
$
1,187,952,834

 
 
 
 
LIABILITIES
 
 
 
Revolving credit facilities payable (net of deferred financing costs of $3,460,986 and $5,286,927, respectively) (Note 6)
$
351,539,014

 
$
429,713,073

Unrealized depreciation on total return swap (Note 5)
6,524,904

 
5,354,868

Base management fees payable (Note 7)
4,491,234

 
5,196,997

Accounts payable and accrued expenses
2,073,169

 
1,755,968

Interest payable
1,834,739

 
1,822,523

Administrator fees payable
689,711

 
695,777

Transaction costs payable
398,680

 
—

Incentive fees payable (Note 7)
—

 
2,827,372

Unsettled trades payable
—

 
308,233

Deferred tax liability
—

 
291,454

Total liabilities
$
367,551,451

 
$
447,966,265

 
 
 
 
Commitments (Note 11)
 
 
 
 
 
 
 
NET ASSETS
 
 
 
Common shares, par value $0.001 per share, 250,000,000 common shares authorized, 98,502,907 and 96,620,231 common shares outstanding, respectively
$
98,503

 
$
96,620

Capital in excess of par value
858,699,757

 
843,592,066

Total distributable earnings/(loss)
(196,718,061
)
 
(103,702,117
)
Total net assets
662,080,199

 
739,986,569

Total liabilities and net assets
$
1,029,631,650

 
$
1,187,952,834

NET ASSET VALUE PER COMMON SHARE
$
6.72

 
$
7.66

See accompanying notes to the consolidated financial statements.

F- 2

Sierra Income Corporation
Consolidated Statements of Operations
 
For the years ended December 31,
 
2018
 
2017
 
2016
INVESTMENT INCOME
 
 
 
 
 
Interest and dividends from investments
 
 
 
 
 
Non-controlled/non-affiliated investments
 
 
 
 
 
Cash
$
78,408,358

 
$
84,190,229

 
$
82,231,788

Payment-in-kind
2,173,330

 
4,040,822

 
2,718,606

Controlled/affiliated investments:
 
 
 
 
 
Cash
10,610,174

 
9,688,137

 
5,557,250

Payment-in-kind
2,102,401

 
1,703,919

 
511,529

Total interest and dividend income
93,294,263

 
99,623,107

 
91,019,173

Fee income (Note 12)
3,548,380

 
7,403,437

 
8,703,896

Interest from cash and cash equivalents
329,998

 
148,993

 
57,427

Total investment income
97,172,641

 
107,175,537

 
99,780,496

EXPENSES
 
 
 
 
 
Base management fees (Note 7)
19,011,460

 
21,233,065

 
19,928,802

Interest and financing expenses
21,356,282

 
18,258,556

 
14,812,427

Incentive fees (Note 7)
—

 
4,700,177

 
9,281,479

General and administrative expenses
5,034,100

 
3,985,647

 
4,359,647

Administrator expenses (Note 7)
2,699,176

 
3,029,745

 
2,847,745

Offering costs
633,317

 
1,409,036

 
2,572,234

Professional fees
1,709,520

 
1,819,899

 
2,106,819

Total expenses
50,443,855

 
54,436,125

 
55,909,153

Expense support reimbursement (Note 7)
—

 
—

 
(16,093,129
)
Total expenses, net of expense support reimbursement
50,443,855

 
54,436,125

 
39,816,024

Net investment income before excise taxes
46,728,786

 
52,739,412

 
59,964,472

Excise tax expense
—

 
235,942

 
—

NET INVESTMENT INCOME
46,728,786

 
52,503,470

 
59,964,472

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
 
 
 
 
 
Net realized gain/(loss) from non-controlled/non-affiliated investments
(59,912,008
)
 
(24,658,404
)
 
(19,932,571
)
Net realized gain/(loss) from controlled/affiliated investments
8,194

 
—

 
—

Net realized gain/(loss) on total return swap (Note 5)
2,242,356

 
(1,403,938
)
 
6,812,173

Net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments
(2,410,359
)
 
(21,922,197
)
 
15,914,160

Net change in unrealized appreciation/(depreciation) on controlled/affiliated investments
(14,256,024
)
 
(259,405
)
 
(7,202,133
)
Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)
(1,170,036
)
 
8,292,462

 
13,718,489

Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments
291,455

 
(46,832
)
 
54,205

Net realized and unrealized gain/(loss) on investments
(75,206,422
)
 
(39,998,314
)
 
9,364,323

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$
(28,477,636
)
 
$
12,505,156

 
$
69,328,795

WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE
$
(0.29
)
 
$
0.13

 
$
0.77

WEIGHTED AVERAGE - BASIC AND DILUTED NET INVESTMENT INCOME PER COMMON SHARE
$
0.48

 
$
0.55

 
$
0.66

WEIGHTED AVERAGE COMMON STOCK OUTSTANDING - BASIC AND DILUTED
(Note 10)
97,404,685

 
96,248,024

 
90,424,090

See accompanying notes to the consolidated financial statements.

F- 3


Sierra Income Corporation
Consolidated Statements of Changes in Net Assets
 
For the years ended December 31,
 
2018
 
2017
 
2016
INCREASE/(DECREASE) FROM OPERATIONS
Net investment income
$
46,728,786

 
$
52,503,470

 
$
59,964,472

Net realized gain/(loss) on investments
(59,903,814
)
 
(24,658,404
)
 
(19,932,571
)
Net realized gain/(loss) on total return swap (Note 5)
2,242,356

 
(1,403,938
)
 
6,812,173

Net change in unrealized appreciation/(depreciation) on investments
(16,666,383
)
 
(22,181,602
)
 
8,712,027

Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)
(1,170,036
)
 
8,292,462

 
13,718,489

Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments
291,455

 
(46,832
)
 
54,205

Net increase/(decrease) in net assets resulting from operations
(28,477,636
)
 
12,505,156

 
69,328,795

SHAREHOLDER DISTRIBUTIONS
 
 
 
 
 
Distributions from earnings (Note 2)
(62,256,547
)
 
(61,549,954
)
 
(68,596,940
)
Net decrease in net assets from shareholder distributions
(62,256,547
)
 
(61,549,954
)
 
(68,596,940
)
COMMON SHARE TRANSACTIONS
 
 
 
 
 
Issuance of common shares, net of underwriting costs
2,482,448

 
17,625,562

 
97,948,176

Issuance of common shares pursuant to distribution reinvestment plan
25,859,309

 
27,821,118

 
32,478,892

Repurchase of common shares
(15,513,944
)
 
(29,528,400
)
 
(32,169,935
)
Net increase in net assets resulting from common share transactions
12,827,813

 
15,918,280

 
98,257,133

Total increase/(decrease) in net assets
(77,906,370
)
 
(33,126,518
)
 
98,988,988

Net assets at beginning of period
739,986,569

 
773,113,087

 
674,124,099

Net assets at end of period
$
662,080,199

 
$
739,986,569

 
$
773,113,087

Net asset value per common share
$
6.72

 
$
7.66

 
$
8.17

Common shares outstanding, beginning of period
96,620,231

 
94,666,418

 
82,623,649

Issuance of common shares
324,169

 
2,171,515

 
11,996,965

Issuance of common shares pursuant to distribution reinvestment plan
3,607,329

 
3,454,065

 
3,991,569

Repurchase of common shares
(2,048,822
)
 
(3,671,767
)
 
(3,945,765
)
Common shares outstanding, end of period
98,502,907

 
96,620,231

 
94,666,418

DISTRIBUTIONS DECLARED PER COMMON SHARE
$
0.64

 
$
0.64

 
$
0.76


See accompanying notes to the consolidated financial statements.

F- 4


Sierra Income Corporation
Consolidated Statements of Cash Flows
 
For the years ended December 31,
 
2018
 
2017
 
2016
Cash flows from operating activities
 
 
 
 
 
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:
$
(28,477,636
)
 
$
12,505,156

 
$
69,328,795

ADJUSTMENT TO RECONCILE NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES:
 
 
 
 
 
Payment-in-kind interest income
(4,275,731
)
 
(5,744,741
)
 
(3,230,135
)
Net amortization of premium on investments
(1,755,437
)
 
(1,432,253
)
 
(879,328
)
Amortization of deferred financing costs
1,900,940

 
1,581,107

 
1,318,653

Net realized (gain)/loss on investments
59,903,814

 
24,658,404

 
19,932,571

Net change in unrealized (appreciation)/depreciation on investments
16,666,383

 
22,181,602

 
(8,712,027
)
Net change in unrealized (appreciation)/depreciation on total return swap (Note 5)
1,170,036

 
(8,292,462
)
 
(13,718,489
)
Purchases and originations
(232,654,876
)
 
(499,006,970
)
 
(330,626,275
)
Proceeds from sale of investments and principal repayments
302,744,176

 
378,379,190

 
247,733,316

(Increase)/decrease in operating assets:
 
 
 
 
 
Unsettled trades receivable
(1,999,974
)
 
29,246

 
(97,883
)
Due from affiliate (Note 7)
—

 
7,892,273

 
(577,406
)
Interest receivable from non-controlled/non-affiliated investments
(115,121
)
 
1,212,316

 
(2,896,731
)
Interest receivable from controlled/affiliated investments
256,337

 
389,863

 
(927,071
)
Receivable for Company shares sold
235,060

 
298,063

 
(533,123
)
Receivable due on total return swap (Note 5)
349,303

 
826,608

 
204,090

Deferred transaction costs
(7,052,691
)
 
—

 
—

Prepaid expenses and other assets
(408,322
)
 
(17,164
)
 
(80,834
)
Increase/(decrease) in operating liabilities:
 
 
 
 
 
Unsettled trades payable
(308,233
)
 
(158,494
)
 
466,727

Management fee payable ( Note 7)
(705,763
)
 
58,890

 
452,011

Transaction costs payable
398,680

 
—

 
—

Accounts payable and accrued expenses
317,201

 
(83,529
)
 
(341,652
)
Incentive fees payable (Note 7)
(2,827,372
)
 
1,421,953

 
(389,849
)
Administrator fees payable
(6,066
)
 
(154,901
)
 
332,748

Interest payable
12,216

 
591,993

 
(50,941
)
Deferred tax liability
(291,455
)
 
46,832

 
(54,205
)
Due to affiliate (Note 7)
—

 
(135,784
)
 
(559,749
)
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
103,075,469

 
(62,952,802
)
 
(23,906,787
)
Cash flows from financing activities:
 
 
 
 
 
Borrowings under revolving credit facility
48,000,000

 
275,000,000

 
130,000,000

Repayments of revolving credit facility
(128,000,000
)
 
(230,000,000
)
 
(125,000,000
)
Proceeds from issuance of common shares, net of underwriting costs
2,482,448

 
17,625,562

 
97,948,176

Payment of cash distributions
(36,397,238
)
 
(33,728,836
)
 
(36,118,048
)
Financing costs paid
(74,999
)
 
(2,527,501
)
 
(2,419,782
)
Repurchase of common shares
(15,513,944
)
 
(29,528,400
)
 
(32,169,935
)
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
(129,503,733
)
 
(3,159,175
)
 
32,240,411

TOTAL INCREASE/(DECREASE) IN CASH
(26,428,264
)
 
(66,111,977
)
 
8,333,624

CASH, CASH EQUIVALENTS AND CASH COLLATERAL ON TOTAL RETURN SWAP AT BEGINNING OF PERIOD
112,909,759

 
179,021,736

 
170,688,112

CASH, CASH EQUIVALENTS AND CASH COLLATERAL ON TOTAL RETURN SWAP AT END OF PERIOD(1)
$
86,481,495

 
$
112,909,759

 
$
179,021,736

Supplemental Information:
 
 
 
 
 
Cash paid during the year for interest
$
19,443,126

 
$
16,085,456

 
$
13,544,716

Supplemental non-cash information:
 
 
 
 
 
Non-cash purchase of investments
$
29,221,172

 
$
30,490,222

 
$
32,805,477

Non-cash sale of investments
29,221,172

 
30,490,222

 
32,805,477

Payment-in-kind interest income
4,275,731

 
5,499,977

 
3,230,135

Amortization of deferred financing costs
1,900,940

 
1,581,107

 
1,318,653

Net amortization of premium on investments
1,755,439

 
1,432,253

 
879,328

Issuance of common shares in connection with distribution reinvestment plan
$
25,859,309

 
$
27,821,118

 
$
32,478,892


(1)
Includes cash and cash equivalents of $59,481,495, $64,909,759 and $99,400,794 and cash collateral on total return swap of $27,000,000, $48,000,000 and $79,620,942 as of December 31, 2018, 2017 and 2016, respectively.

See accompanying notes to the consolidated financial statements.

F- 5


Sierra Income Corporation
Consolidated Schedule of Investments
As of December 31, 2018

Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Non-controlled/non-affiliated investments – 114.6%
 
 
 
 
 
 
 
$
662,080,199

AAAHI Acquisition Corporation
 
Transportation: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)
 
12/10/2023
 
$
7,402,367

 
$
7,402,367

 
$
7,402,367

 
1.1%
 
 
 
 
 
 
 
 
7,402,367

 
7,402,367

 
7,402,367

 
 
 Alpine SG, LLC
 
 High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
11/16/2022
 
6,617,630

 
6,617,630

 
6,617,630

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12)
 
11/16/2022
 
13,398,750

 
13,398,750

 
13,398,750

 
2.0%
 
 
 
 
 
 
 
 
20,016,380

 
20,016,380

 
20,016,380

 
 
American Dental Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)
 
9/25/2023
 
4,893,750

 
4,893,750

 
4,790,492

 
0.7%
 
 
 
 
 
 
 
 
4,893,750

 
4,893,750

 
4,790,492

 
 
Amerijet Holdings, Inc.
 
Transportation: Cargo
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(6)
 
7/15/2021
 
11,514,705

 
11,514,705

 
11,514,705

 
1.7%
 
 
 
 
 
 
 
 
11,514,705

 
11,514,705

 
11,514,705

 
 
AMMC CLO 22, Limited Series 2018-22A
 
Multi-Sector Holdings
 
Subordinated Notes 11.435% effective yield (7)(8)(9)
 
4/25/2031
 
7,222,000

 
6,089,733

 
5,927,818

 
0.9%
 
 
 
 
 
 
 
 
7,222,000

 
6,089,733

 
5,927,818

 
 
Answers Finance, LLC
 
High Tech Industries
 
Common Stock  - 389,533 shares (10) 
 
 
 
—

 
5,426,955

 
1,188,076

 
0.2%
 
 
 
 
 
 
 
 
—

 
5,426,955

 
1,188,076

 
 
Apidos CLO XXIV, Series 2016-24A
 
Multi-Sector Holdings
 
Subordinated Notes 10.169% effective yield (5)(7)(8)(9) 
 
7/20/2027
 
18,357,647

 
12,332,974

 
11,146,763

 
1.7%
 
 
 
 
 
 
 
 
18,357,647

 
12,332,974

 
11,146,763

 
 
Aviation Technical Services, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)(11) 
 
3/31/2022
 
25,000,000

 
25,000,000

 
25,000,000

 
3.8%
 
 
 
 
 
 
 
 
25,000,000

 
25,000,000

 
25,000,000

 
 
Barry's Bootcamp Holdings, LLC
 
Services: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12) 
 
7/14/2022
 
8,571,429

 
8,571,429

 
8,488,429

 
1.3%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12) 
 
7/14/2022
 
3,360,000

 
3,360,000

 
3,312,960

 
0.5%
 
 
 
 
 
 
 
 
11,931,429

 
11,931,429

 
11,801,389

 
 
Black Angus Steakhouses, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)(5)(11)(12) 
 
4/24/2020
 
18,722,098

 
18,722,098

 
18,353,183

 
2.8%
 
 
 
 
 
 
 
 
18,722,098

 
18,722,098

 
18,353,183

 
 
BRG Sports, Inc.
 
Consumer Goods: Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)
 
6/15/2023
 
6,711,250

 
6,711,250

 
6,617,293

 
1.0%
 
 
 
 
 
 
 
 
6,711,250

 
6,711,250

 
6,617,293

 
 
Brook & Whittle Holding Corp.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (4)(5)
 
10/17/2024
 
3,719,582

 
3,719,582

 
3,719,582

 
0.6%
 
 
 
 
 
 
 
 
3,719,582

 
3,719,582

 
3,719,582

 
 
Central States Dermatology Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)(12) 
 
4/20/2022
 
3,090,991

 
3,090,991

 
3,045,360

 
0.5%
 
 
 
 
 
 
 
 
3,090,991

 
3,090,991

 
3,045,360

 
 
Covenant Surgical Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.500%(4)(5)
 
10/4/2024
 
6,935,170

 
6,920,608

 
6,865,818

 
1.0%
 
 
 
 
 
 
 
 
6,935,170

 
6,920,608

 
6,865,818

 
 
CPI International, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(6)
 
7/28/2025
 
9,900,752

 
9,871,970

 
9,776,992

 
1.5%
 
 
 
 
 
 
 
 
9,900,752

 
9,871,970

 
9,776,992

 
 

F- 6


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
DataOnline Corp.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)(12)
 
7/31/2025
 
9,975,000

 
9,975,000

 
9,975,000

 
1.5%
 
 
 
 
 
 
 
 
9,975,000

 
9,975,000

 
9,975,000

 
 
Drew Marine Partners, LP
 
Transportation: Cargo
 
Senior Secured Second Lien Term Loan LIBOR + 7.000%, 1.000% Floor (6)
 
5/19/2021
 
10,000,000

 
10,035,660

 
9,862,000

 
1.5%
 
 
 
 
 
 
 
 
10,000,000

 
10,035,660

 
9,862,000

 
 
Dryden 38 Senior Loan Fund, Series 2015-38A
 
Multi-Sector Holdings
 
Subordinated Notes 12.456% effective yield (7)(8)(9)
 
7/15/2027
 
7,000,000

 
4,877,323

 
4,890,900

 
0.7%
 
 
 
 
 
 
 
 
7,000,000

 
4,877,323

 
4,890,900

 
 
Dryden 43 Senior Loan Fund, Series 2016-43A
 
Multi-Sector Holdings
 
Subordinated Notes 4.966% effective yield (5)(7)(8)(9)
 
7/20/2029
 
3,620,000

 
2,902,869

 
2,330,918

 
0.4%
 
 
 
 
 
 
 
 
3,620,000

 
2,902,869

 
2,330,918

 
 
Dryden 49 Senior Loan Fund, Series 2017-49A
 
Multi-Sector Holdings
 
Subordinated Notes 6.812% effective yield (5)(8)(9)
 
7/18/2030
 
17,233,288

 
14,799,896

 
12,414,861

 
1.9%
 
 
 
 
 
 
 
 
17,233,288

 
14,799,896

 
12,414,861

 
 
Dynamic Energy Services International LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan 12.000% (5)(12) 
 
6/30/2019
 
246,677

 
246,677

 
246,677

 
0.0%
 
 
 
 
Senior Secured First Lien Term Loan 8.500% PIK + LIBOR (4)(5)(13) 
 
5/6/2019
 
11,474,068

 
9,828,831

 
1,304,602

 
0.2%
 
 
 
 
 
 
 
 
11,720,745

 
10,075,508

 
1,551,279

 
 
Elite Comfort Solutions LLC
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (6)(12)
 
1/15/2021
 
8,019,802

 
8,019,802

 
8,019,802

 
1.2%
 
 
 
 
 
 
 
 
8,019,802

 
8,019,802

 
8,019,802

 
 
First Boston Construction Holdings, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior secured first lien notes 12.000% (5)
 
2/23/2023
 
9,965,000

 
9,965,000

 
9,910,193

 
1.5%
 
 
 
 
Preferred Equity - 2,491,250 units (5)(10)
 
 
 
—

 
2,491,250

 
2,491,250

 
0.4%
 
 
 
 
 
 
 
 
9,965,000

 
12,456,250

 
12,401,443

 
 
FKI Security Group, LLC
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(6)
 
3/30/2020
 
11,187,500

 
11,187,500

 
11,187,500

 
1.7%
 
 
 
 
 
 
 
 
11,187,500

 
11,187,500

 
11,187,500

 
 
Friedrich Holdings, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (5)(6)
 
2/7/2023
 
14,853,555

 
14,853,555

 
14,853,555

 
2.2%
 
 
 
 
 
 
 
 
14,853,555

 
14,853,555

 
14,853,555

 
 
Fusion Telecommunications International Inc.
 
Telecommunications
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (4)
 
5/4/2023
 
894,729

 
862,917

 
836,840

 
0.1%
 
 
 
 
 
 
 
 
894,729

 
862,917

 
836,840

 
 
GK Holdings, Inc.
 
Services: Business
 
Senior Secured Second Lien Term Loan LIBOR + 10.250%, 1.000% Floor (4)
 
1/20/2022
 
10,000,000

 
10,000,000

 
8,763,000

 
1.3%
 
 
 
 
 
 
 
 
10,000,000

 
10,000,000

 
8,763,000

 
 
Golden West Packaging Group LLC
 
Forest Products & Paper
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (5)(6)
 
6/20/2023
 
2,503,182

 
2,503,182

 
2,503,182

 
0.4%
 
 
 
 
 
 
 
 
2,503,182

 
2,503,182

 
2,503,182

 
 
Heligear Acquisition Co.
 
Aerospace & Defense
 
Senior secured first lien notes 10.250% (5)(7)
 
10/15/2019
 
15,000,000

 
15,000,000

 
14,451,000

 
2.2%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
14,451,000

 
 
High Ridge Brands Co.
 
Consumer Goods: Non-Durable
 
Senior secured first lien notes 8.875% (5)(7)(13)
 
3/15/2025
 
2,000,000

 
2,000,000

 
876,600

 
0.1%
 
 
 
 
 
 
 
 
2,000,000

 
2,000,000

 
876,600

 
 
Holland Acquisition Corp.
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)
 
5/29/2020
 
4,400,696

 
4,380,988

 
3,134,616

 
0.5%
 
 
 
 
 
 
 
 
4,400,696

 
4,380,988

 
3,134,616

 
 
Hylan Datacom & Electrical LLC
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (5)(6)
 
7/25/2021
 
14,316,715

 
14,316,715

 
14,183,570

 
2.1%
 
 
 
 
 
 
 
 
14,316,715

 
14,316,715

 
14,183,570

 
 

F- 7


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
IHS Intermediate, Inc.
 
Services: Business
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (4)
 
7/20/2022
 
25,000,000

 
25,000,000

 
24,815,000

 
3.7%
 
 
 
 
 
 
 
 
25,000,000

 
25,000,000

 
24,815,000

 
 
Impact Group, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
6/27/2023
 
6,158,312

 
6,158,312

 
6,158,312

 
0.9%
 
 
 
 
 
 
 
 
6,158,312

 
6,158,312

 
6,158,312

 
 
Interflex Acquisition Company, LLC
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (5)(6)
 
8/18/2022
 
13,412,500

 
13,412,500

 
12,445,459

 
1.9%
 
 
 
 
 
 
 
 
13,412,500

 
13,412,500

 
12,445,459

 
 
Invision Diversified, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(6)(11) 
 
6/30/2020
 
22,631,334

 
22,631,334

 
22,631,334

 
3.4%
 
 
 
 
 
 
 
 
22,631,334

 
22,631,334

 
22,631,334

 
 
Isagenix International, LLC
 
Wholesale
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)
 
6/16/2025
 
1,950,000

 
1,940,090

 
1,925,430

 
0.3%
 
 
 
 
 
 
 
 
1,950,000

 
1,940,090

 
1,925,430

 
 
Isola USA Corp.
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK (4)(12)
 
1/2/2023
 
9,541,669

 
6,639,511

 
6,699,206

 
1.0%
 
 
 
 
Common Units - 10,283,782 units(8)(10)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
9,541,669

 
6,639,511

 
6,699,206

 
 
JFL-WCS Partners, LLC
 
Environmental Industries
 
Preferred Units - 618,876 6.000%, PIK (5)(8)
 
 
 
—

 
618,876

 
618,876

 
0.1%
 
 
 
 
Common Units - 68,764 units (5)(8)(10) 
 
 
 
—

 
68,764

 
363,762

 
0.1%
 
 
 
 
 
 
 
 
—

 
687,640

 
982,638

 
 
Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 9.250%, 1.000% Floor (4)(5)(14) 
 
5/1/2025
 
7,000,000

 
6,887,491

 
6,934,900

 
1.0%
 
 
 
 
 
 
 
 
7,000,000

 
6,887,491

 
6,934,900

 
 
L&S Plumbing Partnership, Ltd.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(6)
 
2/15/2022
 
10,615,319

 
10,615,319

 
10,683,257

 
1.6%
 
 
 
 
 
 
 
 
10,615,319

 
10,615,319

 
10,683,257

 
 
Livingston International Inc.
 
Transportation: Cargo
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.250% Floor (4)(8)
 
4/17/2020
 
4,613,287

 
4,528,653

 
4,359,556

 
0.7%
 
 
 
 
 
 
 
 
4,613,287

 
4,528,653

 
4,359,556

 
 
Magnetite XIX, Limited
 
Multi-Sector Holdings
 
Subordinated Notes LIBOR + 7.610% (4)(7)(8)(9)
 
7/17/2030
 
2,000,000

 
1,875,000

 
1,797,800

 
0.3%
 
 
 
 
Subordinated Notes 4.790% effective yield (5)(7)(8)(9)
 
7/17/2030
 
13,730,209

 
11,634,266

 
9,863,782

 
1.5%
 
 
 
 
 
 
 
 
15,730,209

 
13,509,266

 
11,661,582

 
 
Manna Pro Products, LLC
 
Consumer Goods: Non-durable
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (5)(6)(12) 
 
12/8/2023
 
4,633,333

 
4,633,333

 
4,513,837

 
0.7%
 
 
 
 
 
 
 
 
4,633,333

 
4,633,333

 
4,513,837

 
 
Nathan's Famous, Inc.
 
Beverage & Food
 
Senior secured first lien notes 6.625% (5)(7)(8)(15)
 
11/1/2025
 
4,950,000

 
4,965,308

 
4,742,100

 
0.7%
 
 
 
 
 
 
 
 
4,950,000

 
4,965,308

 
4,742,100

 
 
New Media Holdings II LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (5)(6)
 
7/14/2022
 
7,447,624

 
7,439,698

 
7,410,386

 
1.1%
 
 
 
 
 
 
 
 
7,447,624

 
7,439,698

 
7,410,386

 
 
Nine West Holdings, Inc.
 
Consumer Goods:  Non-durable
 
Senior Secured First Lien Term Loan 8.250%
 
10/8/2019
 
2,212,649

 
2,134,223

 
2,132,551

 
0.3%
 
 
 
 
 
 
 
 
2,212,649

 
2,134,223

 
2,132,551

 
 
Novetta Solutions, LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (6)
 
10/16/2023
 
11,000,000

 
10,926,479

 
9,903,300

 
1.5%
 
 
 
 
 
 
 
 
11,000,000

 
10,926,479

 
9,903,300

 
 

F- 8


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Oxford Mining Company, LLC
 
Metals & Mining
 
Senior Secured First Lien Term Loan LIBOR + 10.500%, 0.750% Floor, 3.000% PIK (4)(5)(13) 
 
12/31/2018
 
13,424,511

 
11,680,099

 
4,093,133

 
0.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 10.500%, 0.750% Floor, 3.000% PIK(4)(5)(13) 
 
12/31/2018
 
9,289,873

 
8,063,161

 
2,832,482

 
0.4%
 
 
 
 
 
 
 
 
22,714,384

 
19,743,260

 
6,925,615

 
 
Path Medical, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK (4)(5) 
 
10/11/2021
 
15,601,663

 
15,231,477

 
14,779,456

 
2.2%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)(5)(12) 
 
10/11/2021
 
918,400

 
918,400

 
918,400

 
0.1%
 
 
 
 
Warrants - 36,716 warrants  (5)(10)
 
1/9/2027
 
—

 
669,709

 
—

 
0.0%
 
 
 
 
 
 
 
 
16,520,063

 
16,819,586

 
15,697,856

 
 
PetroChoice Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)
 
8/19/2022
 
2,904,173

 
2,875,786

 
2,877,454

 
0.4%
 
 
 
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (4)(5)(11) 
 
8/21/2023
 
9,000,000

 
9,000,000

 
8,902,800

 
1.3%
 
 
 
 
 
 
 
 
11,904,173

 
11,875,786

 
11,780,254

 
 
Polymer Solutions Group Holdings, LLC
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)
 
6/30/2021
 
2,445,180

 
2,445,180

 
2,445,180

 
0.4%
 
 
 
 
 
 
 
 
2,445,180

 
2,445,180

 
2,445,180

 
 
Press Ganey Holdings, Inc
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 6.500%, 1.000% Floor (6)
 
10/21/2024
 
5,842,724

 
5,927,327

 
5,769,106

 
0.9%
 
 
 
 
 
 
 
 
5,842,724

 
5,927,327

 
5,769,106

 
 
PT Network, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (4)(5)(12) 
 
11/30/2021
 
7,921,094

 
7,921,094

 
7,665,272

 
1.2%
 
 
 
 
 
 
 
 
7,921,094

 
7,921,094

 
7,665,272

 
 
RateGain Technologies, Inc.
 
Hotel, Gaming & Leisure
 
Subordinated Notes (5)(10)
 
7/31/2020
 
476,190

 
476,190

 
476,190

 
0.1%
 
 
 
 
Subordinated Notes (5)(10)
 
7/31/2021
 
476,190

 
476,190

 
476,190

 
0.1%
 
 
 
 
 
 
 
 
952,380

 
952,380

 
952,380

 
 
Redwood Services Group, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/6/2023
 
20,069,765

 
20,069,765

 
19,806,851

 
3.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/6/2023
 
1,150,000

 
1,150,000

 
1,150,000

 
0.2%
 
 
 
 
 
 
 
 
21,219,765

 
21,219,765

 
20,956,851

 
 
Resolute Investment Managers, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 7.500%, 1.000% Floor (4)(5)
 
4/30/2023
 
7,950,000

 
7,904,561

 
7,868,115

 
1.2%
 
 
 
 
 
 
 
 
7,950,000

 
7,904,561

 
7,868,115

 
 
Rhombus Cinema Holdings, LP
 
Media: Diversified & Production
 
Preferred Equity 10.000% - 7,449 shares (5)(8)
 
 
 
—

 
4,584,207

 
5,647,861

 
0.9%
 
 
 
 
Common Units - 3,163 units (5)(8)(10) 
 
 
 
—

 
3,162,793

 
1,198,288

 
0.2%
 
 
 
 
 
 
 
 
—

 
7,747,000

 
6,846,149

 
 
RMS Holding Company, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
11/16/2022
 
18,277,090

 
18,277,090

 
18,277,090

 
2.8%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(12)
 
11/16/2022
 
2,870,681

 
2,870,681

 
2,805,157

 
0.4%
 
 
 
 
 
 
 
 
21,147,771

 
21,147,771

 
21,082,247

 
 
SavATree, LLC
 
Environmental Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (4)(5)(12)
 
6/2/2022
 
4,219,081

 
4,219,081

 
4,181,430

 
0.6%
 
 
 
 
 
 
 
 
4,219,081

 
4,219,081

 
4,181,430

 
 

F- 9


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
SFP Holding, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)
 
9/1/2022
 
6,678,921

 
6,678,921

 
6,678,921

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)(12)
 
9/1/2022
 
2,726,241

 
2,726,241

 
2,726,241

 
0.4%
 
 
 
 
Equity - 0.94% of outstanding equity (5)(10)
 
 
 
—

 
491,270

 
491,270

 
0.1%
 
 
 
 
 
 
 
 
9,405,162

 
9,896,432

 
9,896,432

 
 
Shift4 Payments, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)
 
11/28/2025
 
9,950,000

 
9,863,685

 
9,820,650

 
1.5%
 
 
 
 
 
 
 
 
9,950,000

 
9,863,685

 
9,820,650

 
 
Ship Supply Acquisition Corporation
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (4)(5)(13)
 
7/31/2020
 
21,562,500

 
21,190,536

 
10,332,750

 
1.6%
 
 
 
 
 
 
 
 
21,562,500

 
21,190,536

 
10,332,750

 
 
Simplified Logistics, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)(12)
 
2/28/2022
 
18,668,289

 
18,668,289

 
18,363,996

 
2.8%
 
 
 
 
 
 
 
 
18,668,289

 
18,668,289

 
18,363,996

 
 
Sizzling Platter, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor(16)
 
4/29/2020
 
15,000,000

 
15,000,000

 
15,000,000

 
2.3%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
15,000,000

 
 
SMART Financial Operations, LLC
 
Retail
 
Preferred Equity - 1,000,000 units (5)(8)(10) 
 
 
 
1,000,000

 
1,000,000

 
1,000,000

 
0.2%
 
 
 
 
 
 
 
 
1,000,000

 
1,000,000

 
1,000,000

 
 
Smile Doctors, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)
 
10/6/2022
 
8,333,925

 
8,333,925

 
8,177,247

 
1.2%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)(5)(12)
 
10/6/2022
 
1,357,903

 
1,357,903

 
1,251,428

 
0.2%
 
 
 
 
 
 
 
 
9,691,828

 
9,691,828

 
9,428,675

 
 
Sound Point CLO XX, Ltd.
 
Multi-Sector Holdings
 
Subordinated Notes 13.366% effective yield (5)(7)(8)(9)
 
7/26/2031
 
4,489,000

 
4,072,623

 
4,063,892

 
0.6%
 
 
 
 
 
 
 
 
4,489,000

 
4,072,623

 
4,063,892

 
 
Southwest Dealer Services, Inc.
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/2/2022
 
4,658,156

 
4,658,156

 
4,574,775

 
0.7%
 
 
 
 
 
 
 
 
4,658,156

 
4,658,156

 
4,574,775

 
 
SRS Software, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor, 0.500% unused fee (4)(5)(12)
 
2/17/2022
 
19,158,750

 
19,158,750

 
19,158,750

 
2.9%
 
 
 
 
 
 
 
 
19,158,750

 
19,158,750

 
19,158,750

 
 
Starfish Holdco, LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 9.000%, 1.000% Floor (5)(6)
 
8/18/2025
 
4,000,000

 
3,949,703

 
3,905,200

 
0.5%
 
 
 
 
 
 
 
 
4,000,000

 
3,949,703

 
3,905,200

 
 
Team Car Care, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(6)
 
2/23/2023
 
14,480,069

 
14,480,070

 
14,271,556

 
2.2%
 
 
 
 
 
 
 
 
14,480,069

 
14,480,070

 
14,271,556

 
 
Techniplas, LLC
 
Automotive
 
Senior Secured First Lien Notes 10.000% (7)
 
5/1/2020
 
6,000,000

 
6,000,000

 
5,515,200

 
0.8%
 
 
 
 
 
 
 
 
6,000,000

 
6,000,000

 
5,515,200

 
 
The Imagine Group LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (5)(6)(14)
 
6/21/2023
 
8,950,000

 
8,849,117

 
7,888,530

 
1.2%
 
 
 
 
 
 
 
 
8,950,000

 
8,849,117

 
7,888,530

 
 
The Octave Music Group, Inc.
 
Media: Diversified & Production
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (5)(6)
 
5/27/2022
 
7,500,000

 
7,500,000

 
7,475,250

 
1.1%
 
 
 
 
 
 
 
 
7,500,000

 
7,500,000

 
7,475,250

 
 
True Religion Apparel, Inc.
 
Retail
 
Senior Secured First Lien Term Loan 10.000%
 
10/27/2022
 
181,731

 
139,861

 
64,587

 
0.0%
 
 
 
 
Common Stock - 2,448 shares(10)  
 
 
 
—

 
—

 
—

 
0.0%

F- 10


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Warrants - 1,122 warrants (10)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
181,731

 
139,861

 
64,587

 
 
U.S. Auto Sales Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 10.500%, 1.000% Floor (5)(6)(11) 
 
6/8/2020
 
5,500,000

 
5,500,000

 
5,490,650

 
0.8%
 
 
 
 
 
 
 
 
5,500,000

 
5,500,000

 
5,490,650

 
 
U.S. Well Services, LLC
 
Energy: Oil & Gas
 
Warrants - 2.04% of outstanding equity (10)
 
2/21/2019
 
—

 
173

 
—

 
0.0%
 
 
 
 
 
 
 
 
—

 
173

 
—

 
 
Vail Holdco Corp
 
Wholesale
 
Preferred Equity 12.500% - PIK 20,330 shares (5)
 
 
 
—

 
21,457,643

 
21,648,460

 
3.3%
 
 
 
 
Preferred Equity - 15,250 shares (5)(10) 
 
 
 
—

 
15,250,000

 
18,112,425

 
2.7%
 
 
 
 
Warrants - 14,007 warrants (5)(10)
 
 
 
—

 
860,357

 
1,172,806

 
0.2%
 
 
 
 
 
 
 
 
—

 
37,568,000

 
40,933,691

 
 
Valence Surface Technologies, Inc.
 
Aerospace & Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (4)(5)
 
6/13/2021
 
5,949,311

 
5,947,586

 
5,949,311

 
0.9%
 
 
 
 
 
 
 
 
5,949,311

 
5,947,586

 
5,949,311

 
 
Velocity Pooling Vehicle, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 11.000%, 1.000% Floor (4)(5)
 
4/28/2023
 
694,375

 
635,495

 
609,036

 
0.1%
 
 
 
 
Common units - 4,676 units (5)(10) 
 
 
 
—

 
259,938

 
259,938

 
0.0%
 
 
 
 
Warrants - 5,591 warrants(5)(10) 
 
3/30/2028
 
—

 
310,802

 
310,803

 
0.0%
 
 
 
 
 
 
 
 
694,375

 
1,206,235

 
1,179,777

 
 
Vertafore, Inc.
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(6)
 
7/2/2026
 
2,000,000

 
1,981,064

 
1,898,800

 
0.3%
 
 
 
 
 
 
 
 
2,000,000

 
1,981,064

 
1,898,800

 
 
VOYA CLO 2016-2, LTD.
 
Multi-Sector Holdings
 
Subordinated Notes 1.683% effective yield (5)(7)(8)(9)
 
7/19/2028
 
22,842,661

 
18,392,998

 
12,798,743

 
1.9%
 
 
 
 
 
 
 
 
22,842,661

 
18,392,998

 
12,798,743

 
 
Walker Edison Furniture Company LLC
 
Consumer Goods:  Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
9/26/2024
 
15,000,000

 
15,000,000

 
15,000,000

 
2.3%
 
 
 
 
Common units - 2,000 units (5)(8)(10) 
 
 
 
—

 
2,000,000

 
2,000,000

 
0.3%
 
 
 
 
 
 
 
 
15,000,000

 
17,000,000

 
17,000,000

 
 
Watermill-QMC Midco, Inc.
 
Automotive
 
Equity - 2.3% partnership interest (5)(8)(10)
 
 
 
—

 
902,277

 
170,530

 
0.0%
 
 
 
 
 
 
 
 
—

 
902,277

 
170,530

 
 
Z Gallerie, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor, PIK (5)(13)(16)
 
10/8/2021
 
4,682,375

 
4,491,243

 
2,720,928

 
0.4%
 
 
 
 
 
 
 
 
4,682,375

 
4,491,243

 
2,720,928

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled/non-affiliated investments
 
 
 
 
 
$819,032,531
 
$758,474,260
 
114.6%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Controlled/affiliated investments – 24.9%(17)
 
 
 
 
 
 
 
 
 
 
 
 
1888 Industrial Services, LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)(12)
 
9/30/2021
 
943,344

 
943,344

 
943,344

 
0.1%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)
 
9/30/2021
 
3,144,481

 
3,144,481

 
3,144,481

 
0.5%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor, PIK (4)(5) 
 
9/30/2021
 
7,815,751

 
7,022,422

 
6,005,623

 
0.9%
 
 
 
 
Units - 7,546.76 units (5)(10) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
11,903,576

 
11,110,247

 
10,093,448

 
 
Access Media Holdings, LLC
 
Media: Broadcasting & Subscription
 
Senior Secured First Lien Term Loan 10.000% PIK (5)(13) 
 
7/22/2020
 
8,140,827

 
7,422,407

 
5,141,747

 
0.8%
 
 
 
 
Common Stock - 14 units (5)(8)(10) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Preferred Equity - 1,400,000 units (5)(8)(10)
 
 
 
—

 
1,400,000

 
—

 
0.0%

F- 11


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Preferred Equity - 700,000 units (5)(8)(10) 
 
 
 
—

 
700,000

 
—

 
0.0%
 
 
 
 
Preferred Equity - 849,800 units (5)(8)(10)(12) 
 
 
 
—

 
849,800

 
(88,200
)
 
0.0%
 
 
 
 
 
 
 
 
8,140,827

 
10,372,207

 
5,053,547

 
 
Caddo Investors Holdings 1 LLC
 
Forest Products & Paper
 
Equity - 12.250% LLC Interest (5)(8)(19) 
 
 
 
—

 
4,972,863

 
5,186,935

 
0.8%
 
 
 
 
 
 
 
 
—

 
4,972,863

 
5,186,935

 
 
Capstone Nutrition, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5)(13) 
 
9/25/2020
 
23,545,552

 
15,652,279

 
9,524,176

 
1.4%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5)(13) 
 
9/25/2020
 
10,588,333

 
7,268,839

 
4,282,981

 
0.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5) 
 
9/25/2020
 
1,745,510

 
1,745,509

 
1,745,510

 
0.3%
 
 
 
 
Common Stock - 2,197.8 shares (5)(10) 
 
 
 
—

 
9

 
—

 
0.0%
 
 
 
 
Common Stock - 3,498.5 shares(5)(10) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Common Stock - 7,068.3 shares(5)(10)
 
 
 
—

 
300,002

 
—

 
0.0%
 
 
 
 
 
 
 
 
35,879,395

 
24,966,638

 
15,552,667

 
 
Charming Charlie LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)(12)
 
4/24/2023
 
3,121,470

 
3,121,470

 
3,121,470

 
0.5%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)
 
4/24/2023
 
3,821,350

 
2,737,658

 
1,515,547

 
0.2%
 
 
 
 
Senior Secured First Lien Term Loan 20.000%
 
5/15/2019
 
182,617

 
182,617

 
182,617

 
0.0%
 
 
 
 
Common Stock - 34,923,249 shares (10)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
7,125,437

 
6,041,745

 
4,819,634

 
 
MCM 500 East Pratt Holdings, LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity - 5,000,000 units (8)(10)
 
 
 
—

 
5,000,000

 
5,000,000

 
0.8%
 
 
 
 
 
 
 
 
—

 
5,000,000

 
5,000,000

 
 
MCM Capital Office Park Holdings LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity - 7,500,000 units (8)(10)
 
 
 
—

 
7,500,000

 
12,499,125

 
1.9%
 
 
 
 
 
 
 
 
—

 
7,500,000

 
12,499,125

 
 
Medley Chiller Holdings LLC
 
Services:  Business
 
Equity - 85% interest (8)(10)(19)
 
 
 
—

 
8,627,500

 
9,098,157

 
1.4%
 
 
 
 
 
 
 
 
—

 
8,627,500

 
9,098,157

 
 
Nomida, LLC
 
Construction & Building
 
Equity 5,400,000 units (8)(10)
 
 
 
—

 
2,289,760

 
989,820

 
0.1%
 
 
 
 
 
 
 
 
—

 
2,289,760

 
989,820

 
 
Sierra Senior Loan Strategy JV I LLC
 
Multi-Sector Holdings
 
Equity - 87.5% ownership of SIC Senior Loan Strategy JV I LLC (8)(12)(19)
 
 
 
92,050,000

 
92,050,000

 
82,515,860

 
12.5%
 
 
 
 
 
 
 
 
92,050,000

 
92,050,000

 
82,515,860

 
 
TwentyEighty, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor, 4.000% PIK (4)(12) 
 
3/31/2020
 
6,975,035

 
6,975,035

 
6,975,035

 
1.1%
 
 
 
 
Senior Secured First Lien Term Loan 0.250%, 8.750% PIK (4)
 
3/31/2020
 
6,687,383

 
6,406,364

 
6,497,461

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (4)
 
3/31/2020
 
323,167

 
321,972

 
319,870

 
0.0%
 
 
 
 
Common Units - 58,098 units(10) 
 
 
 
—

 
—

 
404,943

 
0.1%
 
 
 
 
 
 
 
 
13,985,585

 
13,703,371

 
14,197,309

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total controlled/affiliated investments
 
 
 
 
 
$
186,634,331

 
$
165,006,502

 
24.9%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market fund – 3.7%
 
 
 
 
 
 
 
 
 

 

 
 

F- 12


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Federated Institutional Prime Obligations Fund (18)
 
 
 
Money Market 2.460%
 
 
 
34,482,189

 
34,482,189

 
34,482,189

 
5.2%
Total money market fund
 
 
 
 
 
 
 
$
34,482,189

 
$
34,482,189

 
$
34,482,189

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative instrument - long exposure
 
 
 
 
Notional Amount
 
Unrealized Appreciation/(Depreciation)
 
Total return swap with Citibank, N.A. (Note 5)
 
 
 
Total Return Swap
 
 
 
 
78,776,760
 
 
(6,524,904
)
 
Total derivative instrument - long exposure
 
 
 
 
 
 
$
78,776,760
 
 
$
(6,524,904
)
 

(1)
All of the Company's investments are domiciled in the United States except for Livingston International Inc., which is domiciled in Canada and AMMC CLO 22, Limited Series 2018-22A, Apidos CLO XXIV, Series 2016-24A, Dryden 38 Senior Loan Fund, Series 2015-38A, Dryden 43 Senior Loan Fund, Series 2016-43A, Dryden 49 Senior Loan Fund, Series 2017-49A, Magnetite XIX, Limited, Sound Point CLO XX, Ltd., and VOYA CLO 2016-2, Ltd.
(2)
Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.
(3)
Percentage is based on net assets of $662,080,199 as of December 31, 2018.
(4)
The interest rate on these loans is subject to a base rate plus 3 Month “3M” LIBOR, which at December 31, 2018 was 2.81%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 3M LIBOR.
(5)
An affiliated fund that is managed by an affiliate of SIC Advisors also holds an investment in this security.
(6)
The interest rate on these loans is subject to a base rate plus 1 Month "1M" LIBOR, which at December 31, 2018 was 2.50%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 1M LIBOR.
(7)
Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities represent a fair value of $78,405,516 or 11.8% of net assets as of December 31, 2018 and are considered restricted.
(8)
The investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act of 1940 (the "1940 Act"). Non-qualifying assets represent 21.7% of the Company's portfolio at fair value.
(9)
This investment is in the equity class of a collateralized loan obligation (CLO"). The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions that have been made regarding expected prepayments.
(10)
Security is non-income producing.
(11)
A portion of this investment was sold via a participation agreement. The listed amount is the portion retained by the Company.
(12)
The investment has an unfunded commitment as of December 31, 2018. For further details, see Note 11. Fair value includes an analysis of the unfunded commitment.
(13)
The investment was on non-accrual status as of December 31, 2018.
(14)
Security is also held in the underlying portfolio of the total return swap with Citibank, N.A. (see Note 5). The Company's total exposure to The Imagine Group, LLC, and Keystone Acquisition Corp. is $13,739,430 or 2.1% and $8,760,522 or 1.3% of Net Assets as of December 31, 2018.
(15)
Represents securities in Level 2 in the ASC 820 table (see Note 4).
(16)
The interest rate on these loans is subject to a base rate plus 2 Month "2M" LIBOR, which at December 31, 2018 was 2.61%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 2M LIBOR.
(17)
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns at least 5% but no more than 25% of the voting securities or we are under common control with such portfolio company. Control Investments are defined by the 1940 Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(18)
Represents securities in Level 1 in the ASC 820 table (see Note 4).
(19)
As a practical expedient, the Company uses NAV to determine the fair value of this investment.


F- 13


The following is a summary of the TRS reference assets as of December 31, 2018: 
Company(1)
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Notional
Amount(2)
 
Fair Value
 
Unrealized Appreciation/ (Depreciation)
Asurion, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loans LIBOR + 6.500%, 1.000% Floor(4)
 
8/4/2025
 
$
2,945,455

 
$
3,006,205

 
$
3,004,363

 
$
(1,842
)
BW NHHC Holdco Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loans LIBOR + 5.000%(4)
 
5/15/2025
 
2,991,000

 
2,946,135

 
2,911,140

 
(34,995
)
Comfort Holding, LLC
 
Consumer Goods:  Durable
 
Senior Secured First Lien Term Loans LIBOR + 4.750%, 1.000% Floor(4)
 
2/5/2024
 
7,889,949

 
7,788,664

 
7,386,965

 
(401,699
)
CT Technologies Intermediate Holdings, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loans LIBOR + 4.250%, 1.000% Floor(4)
 
12/1/2021
 
984,733

 
965,038

 
926,634

 
(38,404
)
Deliver Buyer, Inc.
 
Capital Equipment
 
Senior Secured First Lien Term Loans LIBOR + 5.000%, 1.000% Floor(5)
 
5/1/2024
 
5,996,885

 
5,973,054

 
5,996,885

 
23,831

Highline Aftermarket Acquisitions, LLC
 
Automotive
 
Senior Secured First Lien Term Loans LIBOR + 3.500%, 1.000% Floor(4)
 
4/26/2025
 
1,760,294

 
1,755,893

 
1,708,542

 
(47,351
)
Iqor US Inc.
 
Services:  Business
 
Senior Secured First Lien Term Loans LIBOR + 5.000%, 1.000% Floor(4)
 
4/1/2021
 
4,474,751

 
4,385,256

 
4,001,188

 
(384,068
)
Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loans LIBOR + 5.250%, 1.000% Floor(5)
 
5/1/2024
 
1,825,622

 
1,825,622

 
1,807,731

 
(17,891
)
Kronos Incorporated
 
Services:  Business
 
Senior Secured Second Lien Term Loans LIBOR + 8.250%, 1.000% Floor(3)(5)
 
11/1/2024
 
2,000,000

 
1,980,000

 
1,971,260

 
(8,740
)
LifeMiles Ltd.
 
Services:  Consumer
 
Senior Secured First Lien Term Loans LIBOR + 5.500%, 1.000% Floor(3)(5)
 
8/18/2022
 
4,455,000

 
4,410,450

 
4,469,702

 
59,252

Lightstone Holdco LLC
 
Utilities:  Electric
 
Senior Secured First Lien Term Loans LIBOR + 3.750%, 1.000% Floor(4)
 
1/30/2024
 
224,885

 
221,550

 
212,329

 
(9,221
)
Lightstone Holdco LLC
 
Utilities:  Electric
 
Senior Secured First Lien Term Loans LIBOR + 3.750%, 1.000% Floor(4)
 
1/30/2024
 
4,187,072

 
4,124,993

 
3,953,308

 
(171,685
)
Midcoast Energy LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loans LIBOR + 5.500%, 1.000% Floor(5)
 
8/1/2025
 
1,000,000

 
990,000

 
970,000

 
(20,000
)
Midwest Physician Administrative Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loans LIBOR + 7.000%, 0.750% Floor(4)
 
8/15/2025
 
3,950,000

 
3,910,500

 
3,863,890

 
(46,610
)
Preferred Proppants, LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loans LIBOR + 5.750%, 1.000% Floor(5)
 
7/27/2020
 
5,887,969

 
5,578,851

 
2,060,789

 
(3,518,062
)
Project Silverback Holdings Corp.
 
High Tech Industries
 
Senior Secured First Lien Term Loans LIBOR + 3.500%, 1.000% Floor(4)
 
8/21/2024
 
4,950,000

 
4,937,625

 
4,421,984

 
(515,641
)
Sungard Availability Services Capital, Inc.
 
Services:  Business
 
Senior Secured First Lien Term Loans LIBOR + 7.000%, 1.000% Floor(4)
 
9/30/2021
 
5,682,099

 
5,659,993

 
4,801,374

 
(858,619
)
Tensar Corporation
 
Capital Equipment
 
Senior Secured First Lien Term Loans LIBOR + 4.750%, 1.000% Floor(5)
 
7/9/2021
 
6,900,187

 
6,831,185

 
6,710,432

 
(120,753
)
The Imagine Group, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loans LIBOR + 4.750%, 1.000% Floor(4)
 
6/21/2022
 
5,910,000

 
5,850,900

 
5,509,302

 
(341,598
)
United Road Services, Inc.
 
Transportation:  Cargo
 
Senior Secured First Lien Term Loans LIBOR + 5.250%, 1.000% Floor(4)
 
9/1/2024
 
1,891,500

 
1,882,043

 
1,880,151

 
(1,892
)
YRC Worldwide Inc.
 
Transportation:  Cargo
 
Senior Secured First Lien Term Loans LIBOR + 8.500%, 1.000% Floor(4)
 
7/26/2022
 
3,697,343

 
3,752,803

 
3,458,569

 
(294,234
)
Total
 
 
 
$
79,604,744

 
$
78,776,760

 
$
72,026,538

 
$
(6,750,222
)
Total accrued interest income, net of expenses
 
 
 
 
 
 
 
 
 
225,318

Total unrealized depreciation on TRS
 
 
 
 
 
 
 
 
 
$
(6,524,904
)

(1)
All investments are domiciled in the United States.
(2)
Represents the cost of an investment in which the TRS is referenced.
(3)
The investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act.
(4)
The interest rate on these loans is subject to a base rate plus 1 Month (“1M”) LIBOR, which at December 31, 2018 was 2.50%. The interest rate is subject to a minimum LIBOR floor.
(5)
The interest rate on these loans is subject to a base rate plus 3 Month (“3M”) LIBOR, which at December 31, 2018 was 2.81%. The interest rate is subject to a minimum LIBOR floor.

See accompanying notes to consolidated financial statements.

F- 14


Sierra Income Corporation
Consolidated Schedule of Investments
As of December 31, 2017
  
Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Non-controlled/non-affiliated investments – 124.0%
 
 
 
 
 
 
 
$
739,986,569

AAAHI Acquisition Corporation
 
Transportation: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor (4)(5)
 
12/15/2021
 
$
7,098,364

 
$
7,098,364

 
$
7,098,364

 
1.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor (4)(5)(6)
 
12/14/2018
 
515,730

 
515,730

 
515,730

 
0.1%
 
 
 
 
 
 
 
 
7,614,094

 
7,614,094

 
7,614,094

 
 
Advanced Diagnostic Holdings, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 0.875% Floor (4)(5)
 
12/11/2020
 
14,582,109

 
14,582,109

 
14,582,109

 
2.0%
 
 
 
 
 
 
 
 
14,582,109

 
14,582,109

 
14,582,109

 
 
Alpha Media LLC
 
Media: Broadcasting & Subscription
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (7)
 
2/25/2022
 
6,166,263

 
5,961,599

 
5,917,762

 
0.8%
 
 
 
 
 
 
 
 
6,166,263

 
5,961,599

 
5,917,762

 
 
 Alpine SG, LLC
 
 High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)(6)
 
11/16/2022
 
4,642,857

 
4,642,857

 
4,642,857

 
0.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
11/16/2022
 
13,500,000

 
13,500,000

 
13,500,000

 
1.8%
 
 
 
 
 
 
 
 
18,142,857

 
18,142,857

 
18,142,857

 
 
American Dental Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)
 
9/25/2023
 
7,250,000

 
7,250,000

 
7,337,000

 
1.0%
 
 
 
 
 
 
 
 
7,250,000

 
7,250,000

 
7,337,000

 
 
Amerijet Holdings, Inc.
 
Transportation: Cargo
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(7)
 
7/15/2021
 
13,349,908

 
13,349,908

 
13,616,906

 
1.8%
 
 
 
 
 
 
 
 
13,349,908

 
13,349,908

 
13,616,906

 
 
AMMC CLO 17, Limited Series 2015-17A
 
Multi-Sector Holdings
 
Subordinated Notes 16.471% effective yield (8)(9)(10)
 
11/15/2027
 
5,000,000

 
3,537,556

 
4,237,500

 
0.6%
 
 
 
 
 
 
 
 
5,000,000

 
3,537,556

 
4,237,500

 
 
Anaren, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (4)
 
8/18/2021
 
10,000,000

 
9,941,988

 
10,000,000

 
1.4%
 
 
 
 
 
 
 
 
10,000,000

 
9,941,988

 
10,000,000

 
 
Answers Finance, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan Base Rate + 5.000%
 
4/15/2021
 
1,288,514

 
1,288,514

 
1,288,514

 
0.2%
 
 
 
 
Senior Secured Second Lien Term Loan Base Rate + 4.500% (19)
 
9/15/2021
 
2,003,594

 
2,003,594

 
2,003,594

 
0.3%
 
 
 
 
Common Stock  -  389,533 shares (11) 
 
 
 
—

 
5,426,955

 
5,426,195

 
0.7%
 
 
 
 
 
 
 
 
3,292,108

 
8,719,063

 
8,718,303

 
 
APCO Holdings, Inc.
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (5)(7)
 
1/31/2022
 
4,124,797

 
4,033,466

 
4,124,797

 
0.6%
 
 
 
 
 
 
 
 
4,124,797

 
4,033,466

 
4,124,797

 
 
Apidos CLO XXIV, Series 2016-24A
 
Multi-Sector Holdings
 
Subordinated Notes 8.748% effective yield (5)(8)(9)(10)
 
7/20/2027
 
18,357,647

 
14,627,243

 
14,497,034

 
2.0%
 
 
 
 
 
 
 
 
18,357,647

 
14,627,243

 
14,497,034

 
 
Asurion, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
8/4/2025
 
5,950,000

 
5,950,000

 
6,069,000

 
0.8%
 
 
 
 
 
 
 
 
5,950,000

 
5,950,000

 
6,069,000

 
 
Aviation Technical Services, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)(12)
 
3/31/2022
 
25,000,000

 
25,000,000

 
25,000,000

 
3.4%
 
 
 
 
 
 
 
 
25,000,000

 
25,000,000

 
25,000,000

 
 

F- 15


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
Barry's Bootcamp Holdings, LLC
 
Services: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)(6)
 
7/14/2022
 
8,571,429

 
8,571,429

 
8,571,429

 
1.2%
 
 
 
 
 
 
 
 
8,571,429

 
8,571,429

 
8,571,429

 
 
Birch Communications Inc.
 
Telecommunications
 
Senior Secured First Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(7)
 
7/17/2020
 
13,066,112

 
12,945,213

 
12,944,597

 
1.7%
 
 
 
 
 
 
 
 
13,066,112

 
12,945,213

 
12,944,597

 
 
Black Angus Steakhouses, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)(5)(6)(12)
 
4/24/2020
 
892,857

 
892,857

 
725,670

 
0.1%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)\(5)(12)
 
4/24/2020
 
19,123,884

 
19,123,884

 
18,399,089

 
2.5%
 
 
 
 
 
 
 
 
20,016,741

 
20,016,741

 
19,124,759

 
 
Brook & Whittle Holding Corp.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)(6)
 
10/17/2023
 
3,041,785

 
3,041,785

 
3,041,785

 
0.4%
 
 
 
 
 
 
 
 
3,041,785

 
3,041,785

 
3,041,785

 
 
Central States Dermatology Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(6)(7)
 
4/20/2022
 
2,975,910

 
2,975,910

 
2,975,910

 
0.4%
 
 
 
 
 
 
 
 
2,975,910

 
2,975,910

 
2,975,910

 
 
Charming Charlie LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor, 1.500% PIK (4)(13) 
 
12/24/2019
 
14,078,861

 
8,212,738

 
422,366

 
0.1%
 
 
 
 
Senior Secured First Lien Term Loan Base Rate + 3.500% (6)(19)
 
6/8/2018
 
1,215,520

 
1,215,520

 
1,215,520

 
 
 
 
 
 
 
 
 
 
15,294,381

 
9,428,258

 
1,637,886

 
 
Covenant Surgical Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor (5)(7)
 
10/4/2024
 
5,384,615

 
5,371,504

 
5,384,615

 
0.8%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor (5)(6)(7)
 
10/4/2024
 
297,949

 
294,015

 
297,949

 
 
 
 
 
 
 
 
 
 
5,682,564

 
5,665,519

 
5,682,564

 
 
CP Opco, LLC
 
Services: Consumer
 
Senior Secured First Lien Term Loan Base Rate + 5.500%, PIK (5)(6)(13) 
 
4/1/2019
 
224,970

 
209,515

 
59,729

 
0.0%
 
 
 
 
Senior Secured First Lien Term Loan Base Rate + 8.500%, PIK (5)(13) 
 
4/1/2019
 
1,655,407

 
717,016

 
—

 
0.0%
 
 
 
 
Preferred Units LIBOR+9.500%, 1.000% Floor, PIK(4)(5)(12)  
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Common Units - 41 units(5)(11)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
1,880,377

 
926,531

 
59,729

 
 
CPI International, Inc.
 
Aerospace & Defense
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(7)
 
7/28/2025
 
12,345,000

 
12,300,357

 
12,283,275

 
1.7%
 
 
 
 
 
 
 
 
12,345,000

 
12,300,357

 
12,283,275

 
 
CSP Technologies North America, LLC
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (4)(5)
 
1/31/2022
 
4,948,749

 
4,948,749

 
4,948,749

 
0.7%
 
 
 
 
 
 
 
 
4,948,749

 
4,948,749

 
4,948,749

 
 
CSTN Merger Sub Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan 6.750% (5)(8)(14)
 
8/15/2024
 
2,500,000

 
2,500,000

 
2,487,750

 
0.3%
 
 
 
 
 
 
 
 
2,500,000

 
2,500,000

 
2,487,750

 
 
Deliver Buyer, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)
 
5/1/2024
 
3,034,875

 
3,017,378

 
3,034,875

 
0.4%
 
 
 
 
 
 
 
 
3,034,875

 
3,017,378

 
3,034,875

 
 
DHISCO Electronic Distribution, Inc.
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.500% Floor (5)(7)
 
11/10/2019
 
2,567,024

 
2,567,024

 
2,567,024

 
0.3%

F- 16


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 11.000%, 1.500% Floor, PIK (5)(7)(13) 
 
11/10/2019
 
9,501,965

 
9,207,947

 
3,834,043

 
0.5%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 12.250%, 1.500% Floor, PIK (5)(7)(13) 
 
11/10/2019
 
8,250,230

 
7,257,481

 
—

 
0.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 13.250%, 1.500% Floor, PIK (5)(7)(13) 
 
11/10/2019
 
7,754,662

 
2,940,892

 
—

 
0.0%
 
 
 
 
Common Units - 769,230 units (5)(11) 
 
 
 
—

 
769,231

 
—

 
0.0%
 
 
 
 
 
 
 
 
28,073,881

 
22,742,575

 
6,401,067

 
 
Drew Marine Partners, LP
 
Transportation: Cargo
 
Senior Secured Second Lien Term Loan LIBOR + 7.000%, 1.000% Floor (7)
 
5/19/2021
 
10,000,000

 
10,048,123

 
10,000,000

 
1.4%
 
 
 
 
 
 
 
 
10,000,000

 
10,048,123

 
10,000,000

 
 
Dryden 38 Senior Loan Fund, Series 2015-38A
 
Multi-Sector Holdings
 
Subordinated Notes 13.246% effective yield (8)(9)(10)
 
7/15/2027
 
7,000,000

 
4,919,153

 
5,032,300

 
0.7%
 
 
 
 
 
 
 
 
7,000,000

 
4,919,153

 
5,032,300

 
 
Dryden 43 Senior Loan Fund, Series 2016-43A
 
Multi-Sector Holdings
 
Subordinated Notes 10.546% effective yield (5)(8)(9)(10)
 
7/20/2029
 
3,620,000

 
2,954,917

 
2,874,642

 
0.4%
 
 
 
 
 
 
 
 
3,620,000

 
2,954,917

 
2,874,642

 
 
Dryden 49 Senior Loan Fund, Series 2017-49A
 
Multi-Sector Holdings
 
Subordinated Notes 13.408% effective yield (5)(9)(10)
 
7/18/2030
 
17,233,288

 
15,325,601

 
15,777,075

 
2.1%
 
 
 
 
 
 
 
 
17,233,288

 
15,325,601

 
15,777,075

 
 
Dynamic Energy Services International LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan 13.500% PIK + LIBOR (5)(7) 
 
6/6/2018
 
9,910,049

 
9,910,049

 
8,435,434

 
1.1%
 
 
 
 
 
 
 
 
9,910,049

 
9,910,049

 
8,435,434

 
 
Elite Comfort Solutions LLC
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (6)(7)
 
1/15/2021
 
9,666,845

 
9,666,845

 
9,666,845

 
1.3%
 
 
 
 
 
 
 
 
9,666,845

 
9,666,845

 
9,666,845

 
 
Engineered Machinery Holdings, Inc.
 
Capital Equipment
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (4)(5)
 
7/18/2025
 
2,010,638

 
1,991,468

 
1,990,532

 
0.3%
 
 
 
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (4)(5)(6)
 
7/18/2025
 
201,064

 
201,064

 
198,670

 
0.0%
 
 
 
 
 
 
 
 
2,211,702

 
2,192,532

 
2,189,202

 
 
First Boston Construction Holdings, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior secured first lien notes 12.000% (5)
 
12/31/2020
 
6,585,000

 
6,585,000

 
6,610,023

 
0.9%
 
 
 
 
Preferred Equity - 1,646,250 units (5)(11)
 
 
 
—

 
1,646,250

 
1,646,250

 
0.2%
 
 
 
 
 
 
 
 
6,585,000

 
8,231,250

 
8,256,273

 
 
FKI Security Group, LLC
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(7)
 
3/30/2020
 
11,562,500

 
11,562,500

 
11,562,500

 
1.6%
 
 
 
 
 
 
 
 
11,562,500

 
11,562,500

 
11,562,500

 
 
Friedrich Holdings, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor (5)(7)
 
2/7/2023
 
13,806,751

 
13,806,751

 
14,004,188

 
1.9%
 
 
 
 
 
 
 
 
13,806,751

 
13,806,751

 
14,004,188

 
 
Frontier Communications Corp.
 
Telecommunications
 
Senior secured first lien notes 10.500% (8)(9)
 
9/15/2022
 
2,000,000

 
2,000,000

 
1,513,800

 
0.2%
 
 
 
 
 
 
 
 
2,000,000

 
2,000,000

 
1,513,800

 
 
Genex Holdings, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor (7)
 
5/28/2021
 
4,141,927

 
4,095,099

 
4,141,927

 
0.6%
 
 
 
 
Senior Secured Second Lien Term Loan LIBOR + 7.750%, 1.000% Floor (7)
 
5/30/2022
 
9,500,000

 
9,521,331

 
9,448,700

 
1.3%
 
 
 
 
 
 
 
 
13,641,927

 
13,616,430

 
13,590,627

 
 

F- 17


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
GK Holdings, Inc.
 
Services: Business
 
Senior Secured Second Lien Term Loan LIBOR + 10.250%, 1.000% Floor (4)
 
1/20/2022
 
10,000,000

 
10,000,000

 
9,752,000

 
1.3%
 
 
 
 
 
 
 
 
10,000,000

 
10,000,000

 
9,752,000

 
 
Global Eagle Entertainment, Inc.
 
Telecommunications
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (5)(15)
 
1/6/2023
 
4,121,250

 
4,053,177

 
4,121,250

 
0.6%
 
 
 
 
 
 
 
 
4,121,250

 
4,053,177

 
4,121,250

 
 
Green Field Energy Services, Inc.
 
Energy: Oil & Gas
 
Senior Secured First Lien Notes 13.000% (5)(8)(13)
 
11/15/2016
 
766,616

 
754,615

 
122,658

 
0.0%
 
 
 
 
Warrants - 0.00% of outstanding equity (5)(11)
 
 
 
—

 
29,000

 
—

 
0.0%
 
 
 
 
 
 
 
 
766,616

 
783,615

 
122,658

 
 
HBC Holdings LLC
 
Wholesale
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
3/30/2020
 
12,262,500

 
12,262,500

 
12,252,690

 
1.7%
 
 
 
 
 
 
 
 
12,262,500

 
12,262,500

 
12,252,690

 
 
Heligear Acquisition Co.
 
Aerospace & Defense
 
Senior secured first lien notes 10.250% (5)(8)
 
10/15/2019
 
15,000,000

 
15,000,000

 
15,318,000

 
2.1%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
15,318,000

 
 
High Ridge Brands Co.
 
Consumer Goods: Non-Durable
 
Senior secured first lien notes 8.875% (5)(8)
 
3/15/2025
 
2,000,000

 
2,000,000

 
1,776,200

 
0.2%
 
 
 
 
 
 
 
 
2,000,000

 
2,000,000

 
1,776,200

 
 
Holland Acquisition Corp.
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)
 
5/29/2018
 
4,515,605

 
4,503,823

 
3,216,465

 
0.4%
 
 
 
 
 
 
 
 
4,515,605

 
4,503,823

 
3,216,465

 
 
Hylan Datacom & Electrical LLC
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (5)(7)
 
7/25/2021
 
15,059,976

 
15,059,976

 
15,210,575

 
2.1%
 
 
 
 
 
 
 
 
15,059,976

 
15,059,976

 
15,210,575

 
 
Ignite Restaurant Group, Inc.
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan Base Rate + 6.000% (13)(19) 
 
2/13/2019
 
6,354,341

 
6,140,155

 
217,318

 
0.0%
 
 
 
 
 
 
 
 
6,354,341

 
6,140,155

 
217,318

 
 
IHS Intermediate, Inc.
 
Services: Business
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (4)
 
7/20/2022
 
25,000,000

 
25,000,000

 
25,000,000

 
3.4%
 
 
 
 
 
 
 
 
25,000,000

 
25,000,000

 
25,000,000

 
 
Imagine! Print Solutions, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (4)(5)(16)
 
6/21/2023
 
8,950,000

 
8,826,856

 
8,815,750

 
1.2%
 
 
 
 
 
 
 
 
8,950,000

 
8,826,856

 
8,815,750

 
 
Impact Sales, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor (4)(5)(6)
 
12/30/2021
 
4,853,857

 
4,853,857

 
4,720,525

 
0.6%
 
 
 
 
 
 
 
 
4,853,857

 
4,853,857

 
4,720,525

 
 
Interflex Acquisition Company, LLC
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (5)(7)
 
8/18/2022
 
14,137,500

 
14,137,500

 
14,137,500

 
1.9%
 
 
 
 
 
 
 
 
14,137,500

 
14,137,500

 
14,137,500

 
 
Invision Diversified, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(7)(12)
 
6/30/2020
 
23,866,435

 
23,866,435

 
24,105,100

 
3.3%
 
 
 
 
 
 
 
 
23,866,435

 
23,866,435

 
24,105,100

 
 
IOP Monroe Acquisition, Inc.
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (5)(6)(7)
 
4/1/2022
 
975,000

 
975,000

 
975,000

 
0.1%
 
 
 
 
 
 
 
 
975,000

 
975,000

 
975,000

 
 
Isola USA Corp.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 8.250%, 1.000% Floor (4)(13)
 
11/29/2018
 
9,131,742

 
7,707,403

 
5,547,533

 
0.7%
 
 
 
 
 
 
 
 
9,131,742

 
7,707,403

 
5,547,533

 
 
Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 9.250%, 1.000% Floor (4)(5)(16)
 
5/1/2025
 
7,000,000

 
6,870,343

 
6,898,500

 
0.9%
 
 
 
 
 
 
 
 
7,000,000

 
6,870,343

 
6,898,500

 
 

F- 18


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
L&S Plumbing Partnership, Ltd.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)
 
2/15/2022
 
11,562,500

 
11,562,500

 
11,709,344

 
1.6%
 
 
 
 
 
 
 
 
11,562,500

 
11,562,500

 
11,709,344

 
 
Lighthouse Network, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (5)(7)(16)
 
11/28/2025
 
9,950,000

 
9,851,416

 
9,850,500

 
 
 
 
 
 
 
 
 
 
9,950,000

 
9,851,416

 
9,850,500

 
 
Livingston International Inc.
 
Transportation: Cargo
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.250% Floor (4)(9)
 
4/17/2020
 
4,613,287

 
4,480,497

 
4,520,560

 
0.6%
 
 
 
 
 
 
 
 
4,613,287

 
4,480,497

 
4,520,560

 
 
LSF9 Atlantis Holdings, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (5)(7)
 
5/1/2023
 
6,621,575

 
6,569,770

 
6,621,575

 
0.9%
 
 
 
 
 
 
 
 
6,621,575

 
6,569,770

 
6,621,575

 
 
LTCG Holdings Corp.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)
 
6/6/2020
 
2,838,571

 
2,832,091

 
2,737,234

 
0.4%
 
 
 
 
 
 
 
 
2,838,571

 
2,832,091

 
2,737,234

 
 
Magnetite XIX, Limited
 
Multi-Sector Holdings
 
Subordinated Notes LIBOR + 7.610% (8) (9) (10)
 
7/17/2030
 
2,000,000

 
1,875,000

 
1,875,000

 
0.3%
 
 
 
 
Subordinated Notes 14.525% effective yield (5)(8)(9)(10)
 
7/17/2030
 
13,730,209

 
12,256,271

 
12,255,585

 
1.7%
 
 
 
 
 
 
 
 
15,730,209

 
14,131,271

 
14,130,585

 
 
Manna Pro Products, LLC
 
Consumer Goods: Non-durable
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(6)
 
12/8/2023
 
4,166,667

 
4,166,667

 
4,166,667

 
 
 
 
 
 
 
 
 
 
4,166,667

 
4,166,667

 
4,166,667

 
 
Nathan's Famous Inc.
 
Beverage & Food
 
Senior secured first lien notes 6.625% (5)(8)(9)(14)
 
11/1/2025
 
4,950,000

 
4,967,041

 
5,144,535

 
0.7%
 
 
 
 
 
 
 
 
4,950,000

 
4,967,041

 
5,144,535

 
 
New Media Holdings II LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)(16)
 
7/14/2022
 
15,877,190

 
15,867,455

 
15,877,190

 
2.1%
 
 
 
 
 
 
 
 
15,877,190

 
15,867,455

 
15,877,190

 
 
Novetta Solutions, LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)
 
10/16/2023
 
11,000,000

 
10,915,540

 
10,225,600

 
1.4%
 
 
 
 
 
 
 
 
11,000,000

 
10,915,540

 
10,225,600

 
 
Nuspire, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(6)
 
11/8/2022
 
6,310,000

 
6,310,000

 
6,310,000

 
0.9%
 
 
 
 
 
 
 
 
6,310,000

 
6,310,000

 
6,310,000

 
 
Omnitracs, LLC
 
Telecommunications
 
Senior Secured Second Lien Term Loan LIBOR + 7.750%, 1.000% Floor (4)
 
5/25/2021
 
7,000,000

 
7,009,042

 
7,000,000

 
0.9%
 
 
 
 
 
 
 
 
7,000,000

 
7,009,042

 
7,000,000

 
 
Oxford Mining Company, LLC
 
Metals & Mining
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 0.750% Floor, 3.000% PIK (4)(5) 
 
12/31/2018
 
12,450,782

 
12,450,782

 
12,450,782

 
1.7%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 0.750% Floor, 3.000% PIK (4)(5) 
 
12/31/2018
 
8,751,527

 
8,751,527

 
8,751,527

 
1.2%
 
 
 
 
 
 
 
 
21,202,309

 
21,202,309

 
21,202,309

 
 
Path Medical, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor (4)(5)
 
10/11/2021
 
14,815,737

 
14,339,545

 
14,894,260

 
2.0%
 
 
 
 
Warrants - 2.09%  of outstanding equity  (5)(11)
 
 
 
—

 
669,709

 
111,251

 
0.0%
 
 
 
 
 
 
 
 
14,815,737

 
15,009,254

 
15,005,511

 
 
Payless Holdings LLC
 
Retail
 
Common Stock - 37,126 shares (11) 
 
 
 
—

 
543,120

 
543,153

 
0.1%
 
 
 
 
 
 
 
 
—

 
543,120

 
543,153

 
 
Petco Animal Supplies, Inc.
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 3.000%, 1.000% Floor (4)(16)
 
1/26/2023
 
1,984,848

 
1,844,566

 
1,493,598

 
0.2%

F- 19


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
 
 
 
 
1,984,848

 
1,844,566

 
1,493,598

 
 
PetroChoice Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (4)(5)(12)(16)
 
9/3/2023
 
9,000,000

 
9,000,000

 
9,000,000

 
1.2%
 
 
 
 
 
 
 
 
9,000,000

 
9,000,000

 
9,000,000

 
 
Preferred Proppants, LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (4)
 
7/27/2020
 
5,933,969

 
4,953,814

 
5,454,504

 
0.7%
 
 
 
 
 
 
 
 
5,933,969

 
4,953,814

 
5,454,504

 
 
Press Ganey Holdings, Inc
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 6.500%, 1.000% Floor (7)
 
10/21/2024
 
8,753,172

 
8,823,199

 
8,753,172

 
1.2%
 
 
 
 
 
 
 
 
8,753,172

 
8,823,199

 
8,753,172

 
 
PT Network, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (4)(5)(6)
 
11/30/2021
 
8,042,410

 
8,042,410

 
8,042,410

 
1.1%
 
 
 
 
 
 
 
 
8,042,410

 
8,042,410

 
8,042,410

 
 
Reddy Ice Corporation
 
Beverage & Food
 
Senior Secured Second Lien Term Loan LIBOR + 9.500%, 1.250% Floor (4)(5)
 
11/1/2019
 
2,000,000

 
2,000,000

 
1,913,600

 
0.3%
 
 
 
 
 
 
 
 
2,000,000

 
2,000,000

 
1,913,600

 
 
RESIC Enterprises, LLC
 
Beverage & Food
 
Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor (5)(7)
 
11/10/2025
 
15,000,000

 
15,000,000

 
15,000,000

 
2.0%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
15,000,000

 
 
Resolute Investment Managers, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 7.500%, 1.000% Floor (4)(5)
 
4/30/2023
 
9,950,000

 
9,866,809

 
9,950,000

 
1.3%
 
 
 
 
 
 
 
 
9,950,000

 
9,866,809

 
9,950,000

 
 
Rhombus Cinema Holdings, LP
 
Media: Diversified & Production
 
Preferred Equity 10.000% PIK - 7,449 shares (5)(9)
 
 
 
—

 
4,584,207

 
5,123,448

 
0.7%
 
 
 
 
Common Units - 3,163 units (5) (9) (11) 
 
 
 
—

 
3,162,793

 
1,848,273

 
0.2%
 
 
 
 
 
 
 
 
—

 
7,747,000

 
6,971,721

 
 
RMS Holding Company, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4) (5)
 
11/16/2022
 
14,962,500

 
14,962,500

 
14,962,500

 
2.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)(6)
 
11/16/2022
 
1,262,593

 
1,262,593

 
1,262,593

 
0.2%
 
 
 
 
 
 
 
 
16,225,093

 
16,225,093

 
16,225,093

 
 
SavATree, LLC
 
Environmental Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor (5)(6)(7)
 
6/2/2022
 
4,058,089

 
4,058,089

 
4,082,837

 
0.6%
 
 
 
 
 
 
 
 
4,058,089

 
4,058,089

 
4,082,837

 
 
SFP Holding, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor (4)(5)(6)
 
9/1/2022
 
4,277,778

 
4,277,778

 
4,277,778

 
0.6%
 
 
 
 
Equity - 0.94% of outstanding equity (5) (11)
 
 
 
—

 
400,000

 
400,000

 
0.1%
 
 
 
 
 
 
 
 
4,277,778

 
4,677,778

 
4,677,778

 
 
Ship Supply Acquisition Corporation
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor (4)(5)
 
7/31/2020
 
22,187,500

 
22,187,500

 
21,284,469

 
2.9%
 
 
 
 
 
 
 
 
22,187,500

 
22,187,500

 
21,284,469

 
 
Simplified Logistics, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)(6)
 
2/28/2022
 
402,500

 
402,500

 
402,500

 
0.1%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)(6)
 
2/28/2022
 
17,855,593

 
17,855,593

 
17,855,593

 
 
 
 
 
 
 
 
 
 
18,258,093

 
18,258,093

 
18,258,093

 
 
Sizzling Platter, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor (7)
 
4/28/2020
 
15,000,000

 
15,000,000

 
15,000,000

 
2.0%
 
 
 
 
 
 
 
 
15,000,000

 
15,000,000

 
15,000,000

 
 

F- 20


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
SMART Financial Operations, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor (4)(5)(6) 
 
11/22/2021
 
3,700,000

 
3,700,000

 
3,798,000

 
0.5%
 
 
 
 
Preferred Equity - 1,000,000 units (5) (9) (11)
 
 
 
1,000,000

 
1,000,000

 
1,050,000

 
0.1%
 
 
 
 
 
 
 
 
4,700,000

 
4,700,000

 
4,848,000

 
 
Smile Doctors LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (5)(7)
 
10/6/2022
 
4,401,871

 
4,401,871

 
4,401,870

 
0.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor (5)(6)(7)
 
10/6/2022
 
823,065

 
823,065

 
823,065

 
0.1%
 
 
 
 
 
 
 
 
5,224,936

 
5,224,936

 
5,224,935

 
 
Southwest Dealer Services, Inc.
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor (4)(5)
 
6/2/2022
 
4,838,750

 
4,838,750

 
4,838,750

 
0.7%
 
 
 
 
 
 
 
 
4,838,750

 
4,838,750

 
4,838,750

 
 
SRS Software, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor (4)(5)(6)
 
2/17/2022
 
19,353,750

 
19,353,750

 
19,522,128

 
2.6%
 
 
 
 
 
 
 
 
19,353,750

 
19,353,750

 
19,522,128

 
 
Starfish Holdco LLC
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 9.000%, 1.000% Floor (4)(5)
 
8/18/2025
 
4,000,000

 
3,942,308

 
3,940,000

 
0.5%
 
 
 
 
 
 
 
 
4,000,000

 
3,942,308

 
3,940,000

 
 
TCH-2 Holdings, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured Second Lien Term Loan LIBOR + 7.750%, 1.000% Floor (7)(16)
 
11/6/2021
 
3,636,364

 
3,603,131

 
3,636,364

 
0.5%
 
 
 
 
 
 
 
 
3,636,364

 
3,603,131

 
3,636,364

 
 
Techniplas, LLC
 
Automotive
 
Senior Secured First Lien Notes 10.000% (8)
 
5/1/2020
 
6,000,000

 
6,000,000

 
4,930,200

 
0.7%
 
 
 
 
 
 
 
 
6,000,000

 
6,000,000

 
4,930,200

 
 
The Garretson Resolution Group, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (4)(5)
 
5/24/2021
 
9,375,000

 
9,345,609

 
9,277,500

 
1.3%
 
 
 
 
 
 
 
 
9,375,000

 
9,345,609

 
9,277,500

 
 
The Octave Music Group, Inc.
 
Media: Diversified & Production
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor (4)(5)(16)
 
5/27/2022
 
7,500,000

 
7,500,000

 
7,500,000

 
1.0%
 
 
 
 
 
 
 
 
7,500,000

 
7,500,000

 
7,500,000

 
 
Transocean Phoenix 2 Ltd.
 
Energy: Oil & Gas
 
Senior Secured First Lien Notes 7.750% (5)(8)(14)
 
10/15/2024
 
6,750,000

 
6,648,755

 
7,342,650

 
1.0%
 
 
 
 
 
 
 
 
6,750,000

 
6,648,755

 
7,342,650

 
 
Truco Enterprises, LP
 
Beverage & Food
 
Senior Secured First Lien Term Loan LIBOR + 7.190%, 1.000% Floor (5)(7)
 
4/26/2021
 
9,567,540

 
9,567,540

 
9,567,540

 
1.3%
 
 
 
 
 
 
 
 
9,567,540

 
9,567,540

 
9,567,540

 
 
True Religion Apparel, Inc.
 
Retail
 
Senior Secured First Lien Term Loan 10.000%
 
10/27/2022
 
147,321

 
140,238

 
139,999

 
0.0%
 
 
 
 
Common Stock - 1,964 shares (11)  
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Warrants - 0.10% of outstanding equity (11)
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
147,321

 
140,238

 
139,999

 
 
U.S. Auto Sales Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 11.750%, 1.000% Floor (5)(7)(12)
 
6/8/2020
 
5,500,000

 
5,500,000

 
5,544,550

 
0.7%
 
 
 
 
 
 
 
 
5,500,000

 
5,500,000

 
5,544,550

 
 
U.S. Well Services, LLC
 
Energy: Oil & Gas
 
Warrants - 2.04% of outstanding equity (11)
 
2/21/2019
 
—

 
173

 
—

 
0.0%
 
 
 
 
 
 
 
 
—

 
173

 
—

 
 
Vail Holdco Corp.
 
Wholesale
 
Preferred Equity 12.500% PIK - 19,700 shares (5)(11)
 
 
 
—

 
18,839,643

 
18,839,110

 
2.5%
 
 
 
 
Preferred Equity - 15,250 shares (5)(11)
 
 
 
—

 
15,250,000

 
15,250,000

 
2.1%

F- 21


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Warrants - 0.985% of outstanding equity (5)(11)
 
 
 
—

 
860,357

 
860,310

 
0.1%
 
 
 
 
 
 
 
 
—

 
34,950,000

 
34,949,420

 
 
Valence Surface Technologies, Inc.
 
Aerospace & Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor (4)(5)
 
6/13/2019
 
4,077,629

 
4,069,535

 
4,042,562

 
0.5%
 
 
 
 
 
 
 
 
4,077,629

 
4,069,535

 
4,042,562

 
 
Velocity Pooling Vehicle, LLC
 
Automotive
 
Senior Secured First Lien Term Loan 12.000% (5)
 
8/15/2018
 
698,931

 
698,931

 
698,931

 
0.1%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor (5)(13)(15)
 
5/14/2021
 
1,683,230

 
995,554

 
185,155

 
0.0%
 
 
 
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor (5)(13)(15)
 
5/13/2022
 
20,625,000

 
18,717,854

 
206,250

 
0.0%
 
 
 
 
 
 
 
 
23,007,161

 
20,412,339

 
1,090,336

 
 
VOYA CLO 2016-2, LTD.
 
Multi-Sector Holdings
 
Subordinated Notes 7.635% effective yield (5)(8)(9)(10)
 
7/19/2028
 
22,842,661

 
19,102,817

 
17,792,149

 
2.4%
 
 
 
 
 
 
 
 
22,842,661

 
19,102,817

 
17,792,149

 
 
Watermill-QMC Holdings, Corp.
 
Automotive
 
Equity - 2.3% partnership interest (5)(9)(11)
 
 
 
—

 
902,277

 
1,170,254

 
0.2%
 
 
 
 
 
 
 
 
—

 
902,277

 
1,170,254

 
 
YRC Worldwide Inc.
 
Transportation: Cargo
 
Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(9)
 
7/26/2022
 
8,569,133

 
8,379,051

 
8,522,859

 
1.2%
 
 
 
 
 
 
 
 
8,569,133

 
8,379,051

 
8,522,859

 
 
Z Gallerie, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor (5)(7)
 
10/8/2020
 
4,646,901

 
4,620,082

 
4,646,901

 
0.6%
 
 
 
 
 
 
 
 
4,646,901

 
4,620,082

 
4,646,901

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled/non-affiliated investments
 
 
 
 
 
$
975,968,734

 
$
917,820,822

 
124.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Controlled/affiliated investments – 19.8%(17)
 
 
 
 
 
 
 
 
 
 
 
 
AAR Intermediate Holdings, LLC
 
Energy: Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)(6)
 
9/30/2021
 
188,669

 
188,669

 
188,669

 
0.0%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor (4)(5)
 
9/30/2021
 
3,144,481

 
3,144,481

 
3,144,481

 
0.4%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor, PIK (4)(5)
 
9/30/2021
 
7,078,964

 
6,066,217

 
7,078,964

 
1.0%
 
 
 
 
 Membership Units - 7.55 units (5)(11) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
10,412,114

 
9,399,367

 
10,412,114

 
 
Access Media Holdings, LLC
 
Media: Broadcasting & Subscription
 
Senior Secured First Lien Term Loan 5.000%, 5.000% PIK (5)
 
7/22/2020
 
7,390,587

 
7,390,587

 
7,390,587

 
1.0%
 
 
 
 
Common Stock - 14 units (5) (9) (11) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Preferred Equity - 1,400,000 units (5)(9)(11) 
 
 
 
—

 
1,400,000

 
—

 
0.0%
 
 
 
 
Preferred Equity - 700,000 units (5)(9)(11) 
 
 
 
—

 
700,000

 
—

 
0.0%
 
 
 
 
Preferred Equity - 466,200 units (5)(6)(9)(11)
 
 
 
—

 
466,200

 
130,200

 
0.0%
 
 
 
 
 
 
 
 
7,390,587

 
9,956,787

 
7,520,787

 
 
Capstone Nutrition, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5)(13) 
 
9/25/2020
 
20,286,895

 
15,619,898

 
12,042,301

 
1.6%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK (4)(5)(13) 
 
9/25/2020
 
8,778,122

 
6,869,187

 
5,210,693

 
0.7%

F- 22


Company(1)(2)
 
Industry
 
Type of Investment
 
Maturity
 
Par
Amount
 
Cost
 
Fair Value
 
% of Net Assets(3)
 
 
 
 
Common Stock - 2,197.8 shares (5)(11)
 
 
 
—

 
9

 
—

 
0.0%
 
 
 
 
Common Stock - 3,498.5 shares(5)(11) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
Common Stock - 7,068.3 shares(5)(11)
 
 
 
—

 
300,002

 
—

 
0.0%
 
 
 
 
 
 
 
 
29,065,017

 
22,789,096

 
17,252,994

 
 
MCM 500 East Pratt Holdings, LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity - 455,871 units (9)(11)
 
 
 
—

 
455,871

 
455,871

 
0.1%
 
 
 
 
 
 
 
 
—

 
455,871

 
455,871

 
 
MCM Capital Office Park Holdings LLC
 
Banking, Finance, Insurance & Real Estate
 
Equity - 7,500,000 units(6)(9)(11) 
 
 
 
—

 
7,500,000

 
7,500,000

 
1.0%
 
 
 
 
 
 
 
 
—

 
7,500,000

 
7,500,000

 
 
Nomida, LLC
 
Construction & Building
 
Senior Secured First Lien Term Loan 10.000% (9)
 
12/1/2020
 
2,935,000

 
2,935,000

 
2,935,000

 
0.4%
 
 
 
 
Equity 5,400,000 units (9)(11)
 
 
 
—

 
5,400,000

 
5,400,000

 
0.7%
 
 
 
 
 
 
 
 
2,935,000

 
8,335,000

 
8,335,000

 
 
Sierra Senior Loan Strategy JV I LLC
 
Multi-Sector Holdings
 
Equity - 87.5% ownership of SIC Senior Loan Strategy JV I LLC (6)(9) 
 
 
 
79,816,250

 
79,816,250

 
79,515,513

 
10.7%
 
 
 
 
 
 
 
 
79,816,250

 
79,816,250

 
79,515,513

 
 
TwentyEighty, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan 1.000%, 7.000% PIK (4)
 
3/31/2020
 
6,696,055

 
6,696,055

 
6,696,055

 
0.9%
 
 
 
 
Senior Secured First Lien Term Loan 0.250%, 8.750% PIK (4)
 
3/31/2020
 
6,122,689

 
5,627,149

 
5,501,849

 
0.7%
 
 
 
 
Senior Secured First Lien Term Loan LIBOR + 3.500%, 1.000% Floor, 4.500% PIK (4)(6) 
 
3/31/2020
 
3,098,085

 
3,084,498

 
3,098,085

 
0.4%
 
 
 
 
Common Units - 58,098 units (11) 
 
 
 
—

 
—

 
—

 
0.0%
 
 
 
 
 
 
 
 
15,916,829

 
15,407,702

 
15,295,989

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total controlled/affiliated investments
 
 
 
 
 
$
153,660,073

 
$
146,288,268

 
19.8%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market fund – 2.5%
 
 
 
 
 
 
 
 
 
—

 
917,820,822

 
 
Federated Institutional Prime Obligations Fund (18)
 
 
 
Money Market 1.440%
 
 
 
12,932,993

 
12,932,993

 
12,932,993

 
1.7%
Total money market fund
 
 
 
 
 
 
 
 
 
$12,932,993
 
$12,932,993
 
1.7%
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Instrument - Long Exposure
 
 
 
 
Notional Amount
 
Unrealized Appreciation/(Depreciation)
 
Total return swap with Citibank, N.A. (Note 5)
 
 
 
Total Return Swap
 
 
 
 
175,519,693
 
 
(5,354,868
)
 
Total derivative instrument - long exposure
 
 
 
 
 
 
$
175,519,693
 
 
$
(5,354,868
)
 
(1)
All of the Company's investments are domiciled in the United States except for Livingston International Inc., which is domiciled in Canada and AMMC CLO 17, Limited Series 2015-17A, Apidos CLO XXIV, Series 2016-24A, Dryden 38 Senior Loan Fund, Series 2015-38A, Dryden 43 Senior Loan Fund, Series 2016-43A, Dryden 49 Senior Loan Fund, 2017-49A, Magnetite XIX, Limited and VOYA CLO 2016-2, LTD. which are all domiciled in the Cayman Islands. All foreign investments were denominated in US Dollars.
(2)
Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.
(3)
Percentage is based on net assets of $739,986,569 as of December 31, 2017.
(4)
The interest rate on these loans is subject to a base rate plus 3 Month “3M” LIBOR, which at December 31, 2017 was 1.69%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor or 3M LIBOR.
(5)
An affiliated fund that is managed by an affiliate of SIC Advisors LLC also holds an investment in this security.
(6)
The investment has an unfunded commitment as of December 31, 2017. For further details see Note 11. Fair value includes an analysis of the unfunded commitment.
(7)
The interest rate on these loans is subject to a base rate plus 1 Month "1M" LIBOR, which at December 31, 2017 was 1.57%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor or 1M LIBOR.
(8)
Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities represent a fair value of $97,200,003 or 13.1% of net assets as of December 31, 2017 and are considered restricted.

F- 23


(9)
The investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 17.6% of the Company's portfolio at fair value.
(10)
This investment is in the equity class of a collateralized loan obligation ("CLO"). The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current effective yield is based on the current projections of this excess cash flow taking into account assumptions that have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.
(11)
Security is non-income producing.
(12)
A portion of this investment was sold via a participation agreement. The listed amount is the portion retained by Sierra Income Corporation.
(13)
The investment was on non-accrual status as of December 31, 2017.
(14)
Represents securities in Level 2 in the ASC 820 table (see Note 4).
(15)
The interest rate on these loans is subject to a base rate plus 6 month "6M" LIBOR, which at December 31, 2017 was 1.84%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor or 6M LIBOR.
(16)
Security is also held in the underlying portfolio of the total return swap with Citibank, N.A. (see Note 5). The Company's total exposure to Imagine! Print Solutions, Inc., Keystone Acquisition Corp., Lighthouse Network, LLC, New Media Holdings II LLC, Petco Animal Supplies, Inc., PetroChoice Holdings, LLC, TCH-2 Holdings, LLC, and The Octave Music Group, Inc. is $14,726,050 or 2.0%, $8,742,563 or 1.2%, $12,288,250 or 1.7%. $16,824,754 or 2.3%, $10,211,119 or 1.4%, $13,962,025 or 1.9%, $6,805,128 or 0.9%, and $8,451,073 or 1.1%, respectively, of Net Assets as of December 31, 2017.
(17)
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns at least 5% but no more than 25% of the voting securities or we are under common control with such portfolio company. Control Investments are defined by the 1940 Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(18)
Represents securities in Level 1 in the ASC 820 table (see Note 4).
(19)
The interest rate on these loans is subject to a base rate plus a spread. The base rate in effect at December 31, 2018 was the Prime Rate of 4.500%.


The following is a summary of the TRS reference assets as of December 31, 2017:

Company(1)
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Notional
Amount(2)
 
Fair Value
 
Unrealized Appreciation/ (Depreciation)
AP Gaming I, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor(4)
 
2/15/2024
 
$
4,565,000

 
$
4,555,025

 
$
4,596,407

 
$
41,382

Amplify Snack Brands, Inc.
 
Beverage & Food
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor(4)
 
9/4/2023
 
1,358,684

 
1,345,098

 
1,351,347

 
6,250

AmWINS Group, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 6.750%, 1.000% Floor(4)
 
1/25/2025
 
4,000,000

 
3,970,000

 
4,038,000

 
68,000

Anaren, Inc.
 
Aerospace & Defense
 
Senior Secured First Lien Term Loan LIBOR + 4.500%, 1.000% Floor(6)
 
2/18/2021
 
4,610,439

 
4,564,335

 
4,610,439

 
46,104

Atrium Innovations, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 3.250%, 1.000% Floor(3)(6)
 
2/15/2021
 
4,961,819

 
4,955,617

 
4,974,224

 
18,607

BCPE Eagle Buyer LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor(4)
 
3/18/2024
 
4,975,000

 
4,925,250

 
4,850,625

 
(74,625
)
Brand Energy & Infrastructure Services, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor(6)
 
6/17/2024
 
5,985,000

 
6,013,671

 
6,004,451

 
(9,220
)
Comfort Holding, LLC
 
Consumer Goods:  Durable
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor(4)
 
2/5/2024
 
6,965,000

 
6,895,350

 
6,281,594

 
(613,756
)
Comfort Holding, LLC
 
Consumer Goods:  Durable
 
Senior Secured Second Lien Term Loan LIBOR + 10.000%, 1.000% Floor(4)
 
2/3/2025
 
1,500,000

 
1,440,000

 
1,266,900

 
(173,100
)
CPI Holdco, LLC
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 3.500%, 1.000% Floor(6)
 
7/26/2024
 
3,960,031

 
3,940,230

 
3,989,731

 
49,500

CPI International, Inc.
 
Aerospace & Defense
 
Senior Secured First Lien Term Loan LIBOR + 3.500%, 1.000% Floor(4)
 
7/26/2024
 
4,000,000

 
4,000,000

 
4,023,320

 
23,320

CT Technologies Intermediate Holdings, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor(4)
 
12/1/2021
 
994,911

 
975,013

 
994,911

 
19,898

Fieldwood Energy LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor(6)
 
8/31/2020
 
1,222,222

 
1,100,000

 
1,100,000

 
—

Fieldwood Energy LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 7.125%, 1.250% Floor(6)
 
9/30/2020
 
1,650,000

 
1,641,125

 
1,133,006

 
(508,119
)
Fieldwood Energy LLC
 
Energy:  Oil & Gas
 
Senior Secured Second Lien Term Loan LIBOR + 7.125%, 1.250% Floor(6)
 
9/30/2020
 
2,596,305

 
2,676,375

 
832,973

 
(1,843,402
)

F- 24


Company(1)
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Notional
Amount(2)
 
Fair Value
 
Unrealized Appreciation/ (Depreciation)
Imagine! Print Solutions, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor(6)
 
6/21/2022
 
5,970,000

 
5,910,300

 
5,910,300

 
—

Iqor US Inc.
 
Services:  Business
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor(6)
 
4/1/2021
 
4,521,363

 
4,430,936

 
4,484,649

 
53,714

Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor(6)
 
5/1/2024
 
1,844,063

 
1,844,063

 
1,853,283

 
9,220

Kingpin Intermediate Holdings LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor(6)
 
7/3/2024
 
3,987,500

 
3,967,563

 
4,027,375

 
59,813

KNB Holdings Corporation
 
Consumer Goods:  Durable
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor(6)
 
4/26/2024
 
2,950,000

 
2,912,375

 
2,957,375

 
45,000

Kronos Incorporated
 
Services:  Business
 
Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor(3)(6)
 
11/1/2024
 
2,000,000

 
1,980,000

 
2,073,000

 
93,000

LifeMiles Ltd.
 
Services:  Consumer
 
Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor(3)(6)
 
8/18/2022
 
4,950,000

 
4,900,500

 
4,900,500

 
—

Lighthouse Network, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.500%, 1.000% Floor(4)
 
11/29/2024
 
2,450,000

 
2,437,750

 
2,437,750

 
—

Lightstone HoldCo LLC
 
Utilities:  Electric
 
Senior Secured First Lien Term Loan LIBOR + 4.500%, 1.000% Floor(4)
 
1/30/2024
 
2,965,000

 
2,905,700

 
2,975,822

 
70,122

Liquidnet Holdings, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor(4)
 
7/15/2024
 
2,962,500

 
2,932,875

 
2,969,906

 
37,031

MH SUB I, LLC
 
Services:  Consumer
 
Senior Secured Second Lien Term Loan LIBOR + 7.500%, 1.000% Floor(6)
 
9/15/2025
 
1,950,000

 
1,930,500

 
1,918,215

 
(12,285
)
MH SUB I, LLC
 
Services:  Consumer
 
Senior Secured First Lien Term Loan LIBOR + 3.750%, 1.000% Floor(6)
 
9/13/2024
 
1,600,000

 
1,592,000

 
1,603,600

 
11,600

Midwest Physician Administrative Services, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured Second Lien Term Loan LIBOR + 7.000%, 1.000% Floor(6)
 
8/15/2025
 
3,950,000

 
3,910,500

 
3,910,500

 
—

MPH Acquisition Holdings LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 3.000%, 1.000% Floor(6)
 
6/7/2023
 
4,721,347

 
4,707,708

 
4,727,909

 
20,201

Neustar, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 3.750%, 1.000% Floor(6)
 
8/8/2024
 
2,000,000

 
1,990,000

 
2,016,000

 
26,000

Neustar, Inc.
 
High Tech Industries
 
Senior Secured Second Lien Term Loan LIBOR + 8.000%, 1.000% Floor(6)
 
8/8/2025
 
1,000,000

 
985,000

 
1,009,060

 
24,060

New Media Holdings II LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor(4)
 
7/14/2022
 
945,201

 
947,564

 
945,201

 
(2,363
)
Nine West Holdings, Inc.
 
Consumer Goods:  Non-durable
 
Senior Secured First Lien Term Loan LIBOR + 3.750%, 1.000% Floor(6)
 
10/8/2019
 
5,758,716

 
5,744,319

 
5,151,172

 
(593,148
)
Petco Animal Supplies, Inc.
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 3.000%, 1.000% Floor(6)
 
1/26/2023
 
8,854,974

 
8,717,521

 
6,663,368

 
(2,054,154
)
PetroChoice Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor(5)
 
8/22/2022
 
4,962,025

 
4,962,025

 
4,962,025

 
—

Rough Country, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 4.500%, 1.000% Floor(4)
 
5/25/2023
 
2,798,723

 
2,770,735

 
2,786,968

 
16,233

SESAC Holdco II LLC
 
Media:  Broadcasting & Subscription
 
Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor(4)
 
2/24/2025
 
2,000,000

 
1,980,000

 
1,965,000

 
(15,000
)
Silversea Cruise Finance Ltd.
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Notes 7.250%(4)
 
2/1/2025
 
1,000,000

 
1,000,000

 
1,077,500

 
77,500

Sparta Systems, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor(6)
 
8/21/2024
 
5,000,000

 
4,987,500

 
5,037,500

 
50,000


F- 25


Company(1)
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Notional
Amount(2)
 
Fair Value
 
Unrealized Appreciation/ (Depreciation)
Sungard Availability Services Capital Inc.
 
Services:  Business
 
Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor(4)
 
9/30/2021
 
7,989,438

 
7,956,046

 
7,330,309

 
(625,737
)
TCH-2 Holdings, LLC
 
Hotel, Gaming & Leisure
 
Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.250% Floor(4)
 
5/6/2021
 
3,185,696

 
3,168,764

 
3,200,032

 
31,268

Tensar Corporation
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor(4)
 
7/9/2021
 
11,114,962

 
11,003,812

 
10,781,513

 
(222,299
)
The Octave Music Group, Inc.
 
Media: Diversified & Production
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor(4)
 
5/28/2021
 
945,165

 
951,073

 
945,165

 
(5,907
)
tronc, Inc.
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor(3)(4)
 
8/4/2021
 
6,611,111

 
6,545,000

 
6,660,694

 
115,694

United Road Services, Inc.
 
Transportation:  Cargo
 
Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor(4)
 
9/1/2024
 
1,950,000

 
1,940,250

 
1,940,250

 
—

US Shipping Partners LP
 
Transportation:  Cargo
 
Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor
 
6/26/2021
 
1,688,831

 
1,676,165

 
1,486,171

 
(189,993
)
VCVH Holding Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor(6)
 
6/1/2023
 
987,500

 
977,625

 
991,648

 
14,023

Veresen Midstream Limited Partnership
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 3.000%, 1.000% Floor(3)(6)
 
3/31/2022
 
2,962,025

 
2,926,185

 
2,982,019

 
55,834

Wink Holdco, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 3.000%, 1.000% Floor(6)
 
12/2/2024
 
2,000,000

 
1,995,000

 
2,008,760

 
13,760

Wink Holdco, Inc.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured Second Lien Term Loan LIBOR + 6.750%, 1.000% Floor(6)
 
12/1/2025
 
2,950,000

 
2,935,250

 
2,935,250

 
—

Total
 
 
 
$
176,870,551

 
$
175,519,693

 
$
169,673,718

 
$
(5,845,975
)
Total accrued interest income, net of expenses
 
 
 
 
 
 
 
 
 
491,107

Total unrealized depreciation on TRS
 
 
 
 
 
 
 
 
 
$
(5,354,868
)

(1)
All investments are domiciled in the United States.
(2)
Represents the cost of an investment in which the TRS is referenced.
(3)
The investment is not a qualifying asset as defined under the 1940 Act.
(4)
The interest rate on these loans is subject to a base rate plus 1 Month (“1M”) LIBOR, which at December 31, 2017 was 1.56%. As the interest rate is subject to a minimum LIBOR floor which was greater than the 1M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(5)
The interest rate on these loans is subject to a base rate plus 2 Month (“2M”) LIBOR, which at December 31, 2017 was 1.62%. As the interest rate is subject to a minimum LIBOR floor which was greater than the 2M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(6)
The interest rate on these loans is subject to a base rate plus 3 Month (“3M”) LIBOR, which at December 31, 2017 was 1.69%. As the interest rate is subject to a minimum LIBOR floor which was greater than the 3M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.





See accompanying notes to consolidate financial statements


F- 26


SIERRA INCOME CORPORATION
Notes to Consolidated Financial Statements
December 31, 2018
Note 1. Organization

Sierra Income Corporation (the “Company”) was incorporated under the general corporation laws of the State of Maryland on June 13, 2011 and formally commenced operations on April 17, 2012. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the "1940 Act"). The Company is externally managed by SIC Advisors LLC (“SIC Advisors”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). SIC Advisors is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc., a publicly traded asset management firm (NYSE: MDLY), which in turn is controlled by Medley Group LLC, an entity wholly-owned by the senior professionals of Medley LLC. The term “Medley” refers to the collective activities of Medley Capital LLC, Medley LLC, Medley Management Inc., Medley Group LLC, SIC Advisors, associated investment funds and their respective affiliates. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s fiscal year-end is December 31.

On April 17, 2012, the Company successfully reached its minimum escrow requirement and officially commenced operations by issuing 1,108,033 shares of common stock to SIC Advisors for gross proceeds of $10,000,000. On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018. As of December 31, 2018, the Company has sold a total of 98,502,907 shares of common stock, which includes shares issued as part of the distribution reinvestment plan (see Note 13), for total proceeds of $1.0 billion, which includes the shares sold to SIC Advisors. The proceeds from the issuance of common stock are presented in the Company’s consolidated statements of changes in net assets and Consolidated Statements of Cash Flows and are presented net of selling commissions and dealer manager fees.

On August 15, 2013, the Company formed Arbor Funding LLC ("Arbor"), a wholly-owned financing subsidiary.

On June 18, 2014, the Company formed Alpine Funding LLC ("Alpine"), a wholly-owned financing subsidiary.

The Company has formed and expects to continue to form certain taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for U.S. federal income tax purposes. Taxable Subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

The Company’s investment objective is to generate current income, and to a lesser extent, long-term capital appreciation. The Company intends to meet its investment objective by investing primarily in the debt of privately owned U.S. companies with a focus on senior secured debt, second lien debt and, to a lesser extent, subordinated debt. The Company will originate transactions sourced through SIC Advisors’ direct origination network, and also expects to acquire debt securities through the secondary market. The Company may make equity investments in companies that it believes will generate appropriate risk adjusted returns, although it does not expect such investments to be a substantial portion of the portfolio.

Agreements and Plan of Mergers
On August 9, 2018, the Company entered into definitive agreements to acquire Medley Capital Corporation (NYSE/TASE: MCC, “MCC”) and Medley Management Inc.(NYSE: MDLY, “MDLY”). Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MCC and Sierra (the “MCC Merger Agreement”), MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving entity (the “Combined Company”) in the merger (the “MCC Merger”). Under the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC Merger effective time, other than shares of MCC’s common stock held by MCC, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of the Company’s common stock.

Simultaneously, pursuant to the Agreement and Plan of Merger (the “MDLY Merger Agreement”), dated as of August 9, 2018, by and among MDLY, the Company, and Sierra Management, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), MDLY will, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the Merger (the “MDLY Merger” together with the MCC Merger, the “Mergers”), and MDLY’s existing asset management business will continue to operate as a wholly owned subsidiary of the Combined Company. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of our common stock; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s

F- 27


stockholders will have the right to receive certain dividends and/or other payments. If the Mergers are successfully consummated, our common stock will be listed on the New York Stock Exchange under the symbol “SRA” and the Tel Aviv Stock Exchange, with such listings expected to be effective as of the closing date of the Mergers. Upon completion of the Mergers, the investment portfolios of MCC and the Company would be combined, Merger Sub, as a successor to MDLY, would be a wholly owned subsidiary of the Combined Company, and the Combined Company would be internally managed by MCC Advisors LLC, its wholly controlled adviser subsidiary.

The Mergers are subject to the satisfaction or waiver of closing conditions, including, but not limited to: (a) the approval of the MCC Merger and the MDLY Merger by our stockholders by the affirmative vote of at least a majority of all our stockholders, the approval of the adoption of the MCC Merger Agreement by MCC’s stockholders, and the approval of the adoption of the MDLY Merger Agreement by MDLY’s stockholders, voting separately at their respective special meetings; (b) the receipt of an exemptive order from the SEC, an exemptive application for which has been filed by the Company, MCC and MDLY and certain of their subsidiaries; and (c) the approval by the SBA relating to the transfer of MCC’s SBIC license. No assurance can be given that such SEC exemptive order will be issued or SBA approval will be received or that any of the other closing conditions will be satisfied or waived.

Note 2. Significant Accounting Policies

Basis of Presentation
The Company follows the accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946 - Financial Services, Investment Companies ("ASC 946"). The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and includes the accounts of the Company and its wholly-owned subsidiaries, Alpine, Arbor, and the Taxable Subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us” herein include Sierra Income Corporation and its consolidated subsidiaries, except as stated otherwise.

Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X. In the opinion of management, the audited financial results included herein contain all adjustments and reclassifications, which are of a normal recurring nature, that are necessary for the fair presentation of financial statements for the periods included herein.

Cash and Cash Equivalents
The Company considers cash equivalents to be highly liquid investments or investments with original maturities of three months or less. Cash and cash equivalents include deposits in money market mutual funds. The Company deposits its cash in major United States financial institutions which, at times, may be in excess of the Federal Deposit Insurance Corporation insurance limits.

Offering Costs
Offering costs incurred directly by the Company are expensed in the period incurred.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Deferred Financing Costs
Financing costs, incurred in connection with the Company’s credit facilities (see Note 6), are deferred and amortized over the life of each corresponding facility.

Deferred Transaction Costs
Transaction costs, incurred in connection with the Mergers by and among the Company, MCC, MDLY and Merger Sub (see Note 1), are deferred until the termination or closing of the Mergers.

Indemnification
In the normal course of business, the Company enters into contractual agreements that provide general indemnifications against losses, costs, claims and liabilities arising from the performance of individual obligations under such agreements. The Company has had no claims or payments pursuant to such agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on management’s experience, the Company expects the risk of loss to be remote.

F- 28



Revenue Recognition
Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. The Company records amortized or accreted discounts or premiums as interest income using the effective interest method. Dividend income, which represents dividends from equity investments and distributions from Taxable Subsidiaries, is recorded on the ex-dividend date and when the distribution is received, respectively.

Fee income associated with investments in portfolio companies is recognized as income in the period that the Company becomes entitled to such fees. Other fees related to loan administration requirements are capitalized as deferred revenue and recorded into income over the respective period.

Prepayment penalties received by the Company for debt instruments paid back to the Company prior to the maturity date are recorded as income upon receipt.

The Company holds debt investments that contain a payment-in-kind (PIK) interest provision. PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on an accrual basis to the extent such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due. For the years ended December 31, 2018, 2017 and 2016, the Company earned $4,275,731, $5,744,741 and $3,230,135 in PIK interest, respectively.

Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. During the years ended December 31, 2018, 2017 and 2016, the Company recognized $47,049,926, $19,723,891 and $15,548,224, respectively in realized losses related to certain non-cash restructuring transactions, which are recorded on the Consolidated Statements of Operations as a component of net realized gain/(loss) from non-controlled/non-affiliated investments. The Company reports changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation/(depreciation) on investments in the Consolidated Statements of Operations. For total return swap transactions (see Note 5), periodic payments are received or made at the end of each settlement period, but prior to settlement are recorded as realized gains or losses on total return swap in the Consolidated Statements of Operations.

Management reviews all loans that become 90 days or more past due on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on management's designation of non-accrual status. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Loans on non-accrual status are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although the Company may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2018, seven portfolio investments were on non-accrual status with a cost of $87,597,395, or 8.7% of the cost of the Company's portfolio, and a fair value of $41,109,398 or 4.5% of the fair value of the Company's portfolio. As of December 31, 2017, seven portfolio investments were on non-accrual status with a cost of $85,350,257, or 7.6% of the cost of the Company's portfolio, and a fair value of $27,848,048 or 2.6% of the fair value of the Company's portfolio.

Interest income from investments in the “equity” class of a collateralized loan obligation ("CLO") security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.

Investment Classification
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, the Company would be deemed to “control” a portfolio company if it owns more than 25% of its outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company. The Company refers to such investments in portfolio companies that it “controls” as “Controlled Investments.” Under the 1940 Act, the Company would be deemed to be an “Affiliated Person” of a portfolio company if it owns at least 5%, but no more than 25%, of the portfolio company’s outstanding voting securities or if it is under common control with such portfolio company. The Company refers to such investments in Affiliated Persons as “Affiliated Investments.”


F- 29


Valuation of Investments
The Company applies fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 - Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 4. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.     

Investments for which market quotations are readily available are valued at such market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. The Company weighs the use of third-party broker quotations, if any, in determining fair value based on management's understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer. However, debt investments with remaining maturities within 60 days that are not credit impaired are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments for which market quotations are not readily available are valued at fair value as determined by the Company’s board of directors based upon input from management and third party valuation firms. Because these investments are illiquid and there may not be any directly comparable companies whose financial instruments have observable market values, these loans are valued using a fundamental valuation methodology, consistent with traditional asset pricing standards, that is objective and consistently applied across all loans and through time.

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 company's underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum.

The methodologies utilized by the Company in estimating the fair value of its investments categorized as Level 3 generally fall into the following two categories:
•
The “Market Approach” uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a group of assets and liabilities, such as a business.
•
The “Income Approach” converts future amounts (for example, cash flows or income and expenses) to a single current (that is, discounted) amount. When the Income Approach is used, the fair value measurement reflects current market expectations about those future amounts.
The Company uses third-party valuation firms to assist the board of directors in the valuation of its portfolio investments. The valuation reports generated by the third-party valuation firms consider the evaluation of financing and sale transactions with third parties, expected cash flows and market based information, including comparable transactions, performance multiples, and movement in yields of debt instruments, among other factors. Based on market data obtained from the third-party valuation firms, the Company uses a combined market yield analysis and an enterprise model of valuation. In applying the market yield analysis, the value of the Company’s loans is determined based upon inputs such as the coupon rate, current market yield, interest rate spreads of similar securities, the stated value of the loan, and the length to maturity. In applying the enterprise model, the Company uses a waterfall analysis which takes into account the specific capital structure of the borrower and the related seniority of the instruments within the borrower’s capital structure into consideration. To estimate the enterprise value of the portfolio company, the Company weighs some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The methodologies for performing investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company. For non-performing investments, the Company may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities using an expected recovery model. The Company may estimate the fair value of warrants based on a model such as the Black-Scholes model or simulation models or a combination thereof.

The methodologies and information that the Company utilizes when applying the Market Approach for performing investments includes, among other things:

•
valuations of comparable public companies (“Guideline Comparable Approach”);

F- 30


•
recent sales of private and public comparable companies (“Guideline Comparable Approach”);
•
recent acquisition prices of the company, debt securities or equity securities (“Recent Arms-length Transaction”);
•
external valuations of the portfolio company, offers from third parties to buy the company (“Estimated Sales Proceeds Approach”);
•
subsequent sales made by the company of its investments (“Expected Sales Proceeds Approach”); and
•
estimating the value to potential buyers.


The methodologies and information that the Company utilizes when applying the Income Approach for performing investments includes:

•
discounting the forecasted cash flows of the portfolio company or securities (“Discounted Cash Flow” or “DCF” Approach); and
•
Black-Scholes model or simulation models or a combination thereof (Income Approach – Option Model) with respect to the valuation of warrants.

For non-performing investments, the Company may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities using an expected recovery model. The Company may estimate the fair value of warrants based on a model such as the Black-Scholes model or simulation models or a combination thereof.

Over-the-counter derivative contracts, such as total return swaps (see Note 5) are fair valued using models that measure the change in fair value of reference assets underlying the swaps offset against any fees payable to the swap counterparty. The fair values of the reference assets underlying the swaps are determined using similar methods as described above for debt and equity investments where the Company also invests directly in such assets.

The Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

•
the quarterly valuation process begins with each portfolio investment being initially valued by the Company's valuation professionals;
•
preliminary valuation conclusions are then documented and discussed with senior management; and
•
an independent valuation firm engaged by the Company’s board of directors prepares an independent valuation report for approximately one-third of the portfolio investments each quarter on a rotating quarterly basis on non-fiscal year-end quarters, such that each of these investments will be valued by an independent valuation firm at least twice per annum when combined with the fiscal year-end review of all the investments by independent valuation firms.

In addition, all of the Company’s investments are subject to the following valuation process:

•
management reviews preliminary valuations and its own independent assessment;
•
the independent audit committee of the Company’s board of directors reviews the preliminary valuations of senior management and independent valuation firms; and
•
the Company’s board of directors discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the input of SIC Advisors, the respective independent valuation firms and the audit committee.

The Company’s investments in subordinated notes are carried at fair value, which is based on a discounted cash flow model. The discounted cash flow model models both the underlying collateral (assets) and the liabilities of the CLO capital structure. The discounted cash flow model uses a set of assumptions including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated cash flows of the assets. The discounted cash flow model distributes the asset cash flows to the liability structure based on the payment priorities and discounts them back using appropriate market discount rates based on discount rates for comparable CLOs. The assumptions are based on available market data as well as management estimates. Additional data is used to validate the results from the discounted cash flow method, such as analysis of relevant data observed in the CLO market, review of quotes, where available, recent acquisitions and observable transactions in the subordinated notes, among other factors.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may 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.


F- 31


Fair Value of Financial Instruments
The carrying amounts of certain of the Company’s financial instruments, including cash and accounts payable and accrued expenses, approximate fair value due to their short-term nature. The carrying amounts and fair values of the Company’s long-term obligations are discussed in Note 4.

U.S. Federal Income Taxes
The Company has elected, and intends to qualify annually, to be treated as a RIC under Subchapter M of the Code. In order to continue to qualify as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of its investment company taxable income ("ICTI") including PIK, as defined by the Code, and net tax-exempt interest income (which is the excess of the Company’s gross tax-exempt interest income over certain disallowed deductions) for each taxable year in order to be eligible for tax treatment under Subchapter M of the Code. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year dividend distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

The Company will be subject to a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least 98% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31 of such calendar year. To the extent the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.

The Taxable Subsidiaries accrue income taxes payable based on the applicable corporate rates on the unrealized gains generated by the investments held by the Taxable Subsidiaries. As of December 31, 2018 and 2017, the Company recorded a deferred tax liability of $0 and $291,454, respectively, on the Consolidated Statements of Assets and Liabilities. The change in deferred tax liabilities is included as a component of net realized and unrealized gain/(loss) on investments on the Consolidated Statements of Operations. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changes the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. The Company's Taxable Subsidiaries provisional tax will be based on the new federal corporate tax rate of 21% for the tax year 2018. This estimate incorporates assumptions made based on the Taxable Subsidiaries' current interpretation of the Tax Act and may change, possibly materially, as the Company completes its analysis and receives additional clarification and implementation guidance.

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. The Company may be required to recognize ICTI in certain circumstances in which it does not receive cash. For example, if the Company holds debt obligations that are treated under applicable tax rules as having OID, the Company must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year. The Company may also have to include in ICTI other amounts that it has not yet received in cash, such as PIK interest income and interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in the Company’s ICTI for the year of accrual, the Company may be required to make a distribution to its stockholders in order to satisfy the minimum distribution requirements, even though the Company will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

Although the Company files federal and state tax returns, the Company's major tax jurisdiction is the United States federal jurisdiction. The Company’s federal and state tax returns for the prior three fiscal years remain open, subject to examination by the Internal Revenue Service.

The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC 740”). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations. There were no interest or penalties due to material uncertain income tax positions at December 31, 2018, 2017 and 2016.


F- 32


Permanent differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the financial statements to reflect their tax character. During the years ended December 31, 2018, 2017 and 2016, the Company reclassified for book purposes amounts arising from permanent book/tax differences related to reversal of subsidiary blocker level dividends, and non-deductible excise tax paid.
 
 
As of December 31,
 
2018
 
2017
 
2016
Capital in excess of par value
$
2,281,761

 
$
(3,062,466
)
 
$
—

Total distributable earnings/(loss)
(2,281,761
)
 
3,062,466

 
—


The following table reflects, for U.S. federal income tax purposes, the sources of the cash distributions that the Company has paid on its common stock during the years ended December 31, 2018, 2017 and 2016:
 
 
2018
 
2017
 
2016
Source of Distribution
Distribution
Amount
 
Percentage
 
Distribution
Amount
 
Percentage
 
Distribution
Amount
 
Percentage
Ordinary income
$
62,256,547

 
100.0
%
 
$
61,549,954

 
100.0
%
 
$
68,596,940

 
100.0
%
Distributions on a tax basis:
$
62,256,547

 
100.0
%
 
$
61,549,954

 
100.0
%
 
$
68,596,940

 
100.0
%

For U.S. federal income tax purposes, the cost of investments owned as of December 31, 2018, 2017 and 2016 was $1,010,325,183, $1,126,729,528 and $1,026,556,117, respectively. For the year ended December 31, 2018, gross unrealized appreciation and depreciation for U.S. federal income tax purposes were $11,096,251 and $97,940,672, respectively, resulting in net unrealized depreciation of $86,844,421. For the year ended December 31, 2017, gross unrealized appreciation and depreciation for U.S. federal income tax purposes were $13,026,716 and $75,647,154, respectively, resulting in net unrealized depreciation of $62,620,438. For the year ended December 31, 2016, gross unrealized appreciation and depreciation for U.S. federal income tax purposes were $10,295,224 and $53,707,019, respectively, resulting in net unrealized depreciation of $43,411,795.

The following table shows the components of distributable earnings on a tax basis which includes temporary and other book/tax differences, primarily relating to wash sales, passive foreign investment company un-reversed inclusions, partnership basis adjustments, defaulted bond income accruals, upfront fees remaining to be amortized, outstanding loan fees and open TRS swap marked to market as of December 31, 2018, 2017 and 2016:
 
 
2018
 
2017
 
2016
Ordinary income
$
377,319

 
$
9,915,144

 
$
5,591,260

Other temporary differences
—

 
—

 
(1,281
)
Short term capital loss carryover
(11,404,648
)
 
(9,397,818
)
 
(1,509,069
)
Long term capital loss carryover
(98,932,911
)
 
(41,394,155
)
 
(18,198,466
)
Unrealized appreciation (depreciation)
(86,757,821
)
 
(62,825,288
)
 
(43,602,229
)
Components of tax distributable earnings at year end
$
(196,718,061
)
 
$
(103,702,117
)
 
$
(57,719,785
)

Segments
The Company invests in various industries. The Company separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships has similar business and economic characteristics, they have been aggregated into a single investment segment. All applicable segment disclosures are included in or can be derived from the Company’s consolidated financial statements (See Note 3).

Company Investment Risk, Concentration of Credit Risk, and Liquidity Risk
SIC Advisors has broad discretion in making investments for the Company. Investments generally consist of debt instruments that may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Company’s activities and the value of its investments. In addition, the value of the Company’s portfolio may fluctuate as the general level of interest rates fluctuates.

The value of the Company’s investments in loans and bonds may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting

F- 33


on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as the Company’s borrowers, and those for which market yields are observable, increase materially.

The Company’s assets may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

Recently Adopted Accounting Pronouncements
The Company adopted ASU 2014-09, Revenue from Contracts with Customers, effective on January 1, 2018 using the modified retrospective method. Substantially all revenue streams are excluded from the scope of the new standard and the adoption of the standard had no material impact on the Company’s consolidated financial statements.

In October 2018, the SEC adopted amendments (the “Amendments”) to certain disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements, or changes in the information environment. In part, the Amendments require an investment company to present distributable earnings in total, rather than showing the three components of distributable earnings. The compliance date for the Amendments is for all filings on or after November 5, 2018. Management has adopted the Amendments and included the required disclosures in the Company’s consolidated financial statements.

Pending Accounting Pronouncements
In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (“ASU 2017-08”). The amendments in ASU 2017-08 require premiums on purchased callable debt securities to be amortized to the security’s earliest call date. Prior to this ASU, premiums and discounts on purchased callable debt securities were generally required to be amortized to the security’s maturity date. The amendments in ASU 2017-08 do not require any changes to treatment of securities held at a discount. ASU 2017-08 is effective on January 1, 2019, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance is effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently assessing the potential impact of this guidance to the fair value disclosures.

F- 34


Note 3. Investments

The following table shows the amortized cost and the fair value of the Company’s portfolio investments as of December 31, 2018:
 
Amortized Cost
 
Percentage
 
Fair Value
 
Percentage
Senior secured first lien term loans
$
532,302,573

 
52.9
%
 
$
479,593,279

 
52.0
%
Senior secured second lien term loans
174,258,971

 
17.3

 
169,923,547

 
18.4

Senior secured first lien notes
37,930,308

 
3.8

 
35,495,093

 
3.8

Subordinated notes
77,930,062

 
7.7

 
66,187,857

 
7.2

Sierra Senior Loan Strategy JV I LLC
92,050,000

 
9.2

 
82,515,860

 
8.9

Equity/warrants
91,194,948

 
9.1

 
89,765,126

 
9.7

Total
$
1,005,666,862

 
100.0
%
 
$
923,480,762

 
100.0
%

The following table shows the amortized cost and the fair value of the Company’s portfolio investments as of December 31, 2017:

 
Amortized Cost
 
Percentage
 
Fair Value
 
Percentage
Senior secured first lien term loans
$
609,837,869

 
54.0
%
 
$
569,902,295

 
53.5
%
Senior secured second lien term loans
43,955,411

 
3.9

 
42,758,067

 
4.0

Senior secured first lien notes
251,114,921

 
22.2

 
231,837,616

 
21.8

Subordinated notes
74,598,558

 
6.6

 
74,341,284

 
7.0

Sierra Senior Loan Strategy JV I LLC
79,816,250

 
7.1

 
79,515,513

 
7.5

Equity/warrants
70,305,798

 
6.2

 
65,754,315

 
6.2

Total
$
1,129,628,807

 
100.0
%
 
$
1,064,109,090

 
100.0
%




F- 35


The following table shows the composition of the Company’s portfolio investments by industry classification at amortized cost and fair value as of December 31, 2018:
 
Amortized Cost
 
Percentage
 
Fair Value
 
Percentage
Services: Business
$
168,346,878

 
16.7
%
 
$
156,398,957

 
16.9
%
Multi-Sector Holdings
169,027,682

 
16.8

 
147,751,337

 
16.0

Healthcare & Pharmaceuticals
87,119,313

 
8.7

 
75,750,145

 
8.2

High Tech Industries
78,073,842

 
7.8

 
72,744,712

 
7.9

Aerospace & Defense
55,819,556

 
5.6

 
55,177,303

 
6.0

Banking, Finance, Insurance & Real Estate
48,224,496

 
4.8

 
53,079,983

 
5.7

Construction & Building
51,971,781

 
5.2

 
50,606,634

 
5.5

Wholesale
39,508,090

 
3.9

 
42,859,121

 
4.6

Hotel, Gaming & Leisure
34,674,478

 
3.4

 
34,305,563

 
3.7

Transportation: Cargo
26,079,018

 
2.6

 
25,736,261

 
2.8

Automotive
27,246,738

 
2.7

 
25,711,838

 
2.8

Consumer Goods: Durable
23,711,250

 
2.4

 
23,617,293

 
2.6

Chemicals, Plastics & Rubber
22,340,768

 
2.2

 
22,245,236

 
2.4

Containers, Packaging & Glass
17,132,082

 
1.7

 
16,165,041

 
1.8

Media: Advertising, Printing & Publishing
16,288,815

 
1.6

 
15,298,916

 
1.7

Energy: Oil & Gas
25,566,916

 
2.5

 
14,779,343

 
1.6

Media: Diversified & Production
15,247,000

 
1.5

 
14,321,399

 
1.6

Services: Consumer
11,931,429

 
1.2

 
11,801,389

 
1.3

Capital Equipment
11,187,500

 
1.1

 
11,187,500

 
1.2

Retail
11,672,849

 
1.2

 
8,605,149

 
0.9

Forest Products & Paper
7,476,045

 
0.7

 
7,690,117

 
0.8

Consumer Goods: Non-durable
8,767,556

 
0.9

 
7,522,988

 
0.8

Transportation: Consumer
7,402,367

 
0.7

 
7,402,367

 
0.8

Metals & Mining
19,743,260

 
2.0

 
6,925,615

 
0.7

Environmental Industries
4,906,721

 
0.5

 
5,164,068

 
0.6

Media: Broadcasting & Subscription
10,372,207

 
1.0

 
5,053,547

 
0.5

Beverage & Food
4,965,308

 
0.5

 
4,742,100

 
0.5

Telecommunications
862,917

 
0.1

 
836,840

 
0.1

Total
$
1,005,666,862

 
100
%
 
$
923,480,762

 
100
%


F- 36


The following table shows the composition of the Company’s portfolio investments by industry classification at amortized cost and fair value as of December 31, 2017:
 
Amortized Cost
 
Percentage
 
Fair Value
 
Percentage
Multi-Sector Holdings
$
154,414,808

 
13.7
%
 
$
153,856,797

 
14.5
%
Services:  Business
148,161,667

 
13.1

 
146,953,643

 
13.8

Healthcare & Pharmaceuticals
97,232,777

 
8.6

 
91,755,106

 
8.6

High Tech Industries
75,090,922

 
6.6

 
72,406,421

 
6.8

Aerospace & Defense
66,311,880

 
5.9

 
66,643,836

 
6.3

Banking, Finance, Insurance & Real Estate
63,803,867

 
5.6

 
63,954,055

 
6.0

Chemicals, Plastics & Rubber
21,166,845

 
1.9

 
21,154,595

 
2.0

Construction & Building
53,442,004

 
4.7

 
53,936,884

 
5.1

Wholesale
47,212,500

 
4.2

 
47,202,110

 
4.4

Hotel, Gaming & Leisure
67,502,603

 
6.0

 
44,379,508

 
4.2

Transportation:  Cargo
36,257,578

 
3.2

 
36,660,325

 
3.4

Energy:  Oil & Gas
36,199,596

 
3.2

 
34,983,825

 
3.3

Beverage & Food
31,534,581

 
2.8

 
31,625,675

 
3.0

Telecommunications
26,007,433

 
2.3

 
25,579,647

 
2.4

Media: Advertising, Printing & Publishing
24,694,311

 
2.2

 
24,692,940

 
2.3

Containers, Packaging & Glass
22,128,033

 
2.0

 
22,128,034

 
2.1

Metals & Mining
21,202,310

 
1.9

 
21,202,310

 
2.0

Retail
27,846,032

 
2.5

 
19,931,113

 
1.9

Automotive
36,186,832

 
3.2

 
16,154,337

 
1.5

Capital Equipment
14,730,032

 
1.3

 
14,726,702

 
1.4

Media: Diversified & Production
15,247,000

 
1.3

 
14,471,721

 
1.4

Media:  Broadcasting & Subscription
15,918,385

 
1.4

 
13,438,549

 
1.3

Services:  Consumer
9,497,960

 
0.8

 
8,631,158

 
0.8

Transportation:  Consumer
7,614,095

 
0.7

 
7,614,095

 
0.7

Consumer Goods:  Non-durable
6,166,667

 
0.5

 
5,942,867

 
0.6

Environmental Industries
4,058,089

 
0.4

 
4,082,837

 
0.4

Total
$
1,129,628,807

 
100.0
%
 
$
1,064,109,090

 
100.0
%
See the Consolidated Schedule of Investments for industry classifications of the underlying TRS reference assets as of December 31, 2018 and 2017.
The following table shows the composition of the Company’s portfolio investments by geography classification at fair value as of December 31, 2018 and 2017 : 
 
 
December 31, 2018
 
December 31, 2017
Geography
 
Fair Value
 
Percentage
 
Fair Value
 
Percentage
United States
 
$
853,885,729

 
92.4
%
 
$
985,247,246

 
92.1
%
Cayman Islands
 
65,235,477

 
7.1

 
74,341,284

 
7.1

Canada
 
4,359,556

 
0.5

 
4,520,560

 
0.8

Total
 
$
923,480,762

 
100.0
%
 
$
1,064,109,090

 
100.0
%



F- 37


Transactions with Controlled/Affiliated Companies
During the years ended December 31, 2018 and 2017, the Company had investments in portfolio companies designated as controlled/affiliated investments under the 1940 Act. Transactions with controlled/affiliated investments were as follows: 
Name of Investment(3)
 
Type of Investment
 
Fair Value at December 31, 2017
 
Purchases/
(Sales)
of Investments
 
Transfers
In/(Out)
of Investments
 
Net change in
unrealized
appreciation/
(depreciation)
 
Realized Gain/(Loss)
 
Fair Value at December 31, 2018
 
Income
Earned
1888 Industrial Services, LLC
 
Senior Secured First Lien Term Loan
 
$
188,669

 
$
754,675

 
$
—

 
$
—

 
$
—

 
$
943,344

 
$
63,619

 
 
Senior Secured First Lien Term Loan
 
3,144,481

 
—

 
—

 
—

 
—

 
3,144,481

 
228,910

 
 
Senior Secured First Lien Term Loan
 
7,078,964

 
956,205

 
—

 
(2,029,546
)
 
—

 
6,005,623

 
777,325

 
 
 Membership Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Access Media Holdings, LLC
 
Senior Secured First Lien Term Loan
 
7,390,587

 
31,820

 
—

 
(2,280,660
)
 
—

 
5,141,747

 
—

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Preferred Equity
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Preferred Equity
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Preferred Equity
 
130,200

 
383,600

 
—

 
(602,000
)
 
—

 
(88,200
)
 
—

Caddo Investors Holdings 1 LLC
 
Equity
 
—

 
4,972,863

 
—

 
214,072

 
—

 
5,186,935

 
55,243

Capstone Nutrition, Inc.
 
Senior Secured First Lien Term Loan
 
12,042,301

 
32,381

 
—

 
(2,550,506
)
 
—

 
9,524,176

 
—

 
 
Senior Secured First Lien Term Loan
 
5,210,693

 
399,652

 
—

 
(1,327,364
)
 
—

 
4,282,981

 
—

 
 
Senior Secured First Lien Term Loan
 
—

 
1,745,510

 
—

 
—

 
—

 
1,745,510

 
263,298

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Charming Charlie LLC
 
Senior Secured First Lien Term Loan
 
—

 
3,121,470

 
—

 
—

 
—

 
3,121,470

 
267,004

 
 
Senior Secured First Lien Term Loan
 
—

 
2,737,658

 
—

 
(1,222,111
)
 
—

 
1,515,547

 
323,379

 
 
Senior Secured First Lien Term Loan
 
—

 
182,617

 
—

 
—

 
—

 
182,617

 
9,740

 
 
Common Stock
 
 
 
—

 
—

 
—

 
—

 
—

 
—

MCM 500 East Pratt Holdings, LLC
 
Equity
 
455,871

 
4,544,129

 
—

 
—

 
—

 
5,000,000

 
628,583

MCM Capital Office Park Holdings LLC
 
Equity
 
7,500,000

 
—

 
—

 
4,999,125

 
—

 
12,499,125

 
389,610

Medley Chiller Holdings LLC
 
Equity
 
—

 
8,627,500

 
—

 
470,657

 
—

 
9,098,157

 
164,050

Nomida LLC(1)
 
Senior Secured First Lien Term Loan
 
2,935,000

 
(2,935,000
)
 
—

 
—

 
—

 
—

 
—

 
 
Equity
 
5,400,000

 
(3,110,240
)
 
—

 
(1,299,940
)
 
—

 
989,820

 
—

Sierra Senior Loan Strategy JV I LLC(2)
 
Equity
 
79,515,513

 
12,233,750

 
—

 
(9,233,403
)
 
—

 
82,515,860

 
8,225,000

TwentyEighty, Inc.
 
Senior Secured First Lien Term Loan
 
6,696,055

 
278,980

 
—

 
—

 
—

 
6,975,035

 
551,697

 
 
Senior Secured First Lien Term Loan
 
5,501,849

 
779,215

 
—

 
216,397

 
—

 
6,497,461

 
577,907

 
 
Senior Secured First Lien Term Loan
 
3,098,085

 
(2,770,720
)
 
—

 
(15,689
)
 
8,194

 
319,870

 
187,210

 
 
Equity
 
—

 
—

 
—

 
404,943

 
—

 
404,943

 
—

Total
 
 
 
$
146,288,268

 
$
32,966,065

 
$
—

 
$
(14,256,025
)
 
$
8,194

 
$
165,006,502

 
$
12,712,575



F- 38


Name of Investment(3)
 
Type of Investment
 
Fair Value at December 31, 2016
 
Purchases/
(Sales)
of Investments
 
Transfers
In/(Out)
of Investments
 
Net change in
unrealized
appreciation/
(depreciation)
 
Realized Gain/(Loss)
 
Fair Value at December 31, 2017
 
Income
Earned
AAR Intermediate Holdings, LLC
 
Senior Secured First Lien Term Loan
 
$
—

 
$
37,734

 
$
150,935

 
$
—

 
$
—

 
$
188,669

 
$
10,532

 
 
Senior Secured First Lien Term Loan
 
—

 
—

 
3,144,481

 
—

 
—

 
3,144,481

 
197,535

 
 
Senior Secured First Lien Term Loan
 
—

 
811,418

 
5,254,799

 
1,012,747

 
—

 
7,078,964

 
637,969

 
 
 Membership Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Access Media Holdings, LLC
 
Senior Secured First Lien Term Loan
 
—

 
364,573

 
7,026,014

 
—

 
—

 
7,390,587

 
728,397

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Preferred Equity Series A
 
—

 
—

 
1,400,000

 
(1,400,000
)
 
—

 
—

 
—

 
 
Preferred Equity Series AA
 
—

 
52,500

 
647,500

 
(700,000
)
 
—

 
—

 
—

 
 
Preferred Equity Series AAA
 
—

 
466,200

 
 
 
(336,000
)
 
—

 
130,200

 
—

Capstone Nutrition
 
Senior Secured First Lien Term Loan
 
11,340,007

 
—

 
—

 
702,294

 
—

 
12,042,301

 
—

 
 
Senior Secured First Lien Term Loan
 
4,906,812

 
—

 
—

 
303,881

 
—

 
5,210,693

 
—

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Common Stock
 
—

 
—

 
—

 
—

 
—

 
—

 
—

MCM East Pratt Holdings, LLC
 
Equity
 
—

 
455,871

 
—

 
—

 
—

 
455,871

 
—

MCM Capital Office Park Holdings LLC
 
Equity
 
7,500,000

 
—

 
—

 
—

 
—

 
7,500,000

 
623,377

Nomida LLC(1)
 
Senior Secured First Lien Term Loan
 
8,100,000

 
(5,165,000
)
 
—

 
—

 
—

 
2,935,000

 
697,861

 
 
Equity
 
5,400,000

 
—

 
—

 
—

 
—

 
5,400,000

 
—

Sierra Senior Loan Strategy JV I LLC(2)
 
Equity
 
60,496,647

 
19,031,250

 
—

 
(12,384
)
 
—

 
79,515,513

 
7,262,500

TwentyEighty, Inc.
 
Senior Secured First Lien Term Loan
 
—

 
5,627,149

 
—

 
(125,300
)
 
—

 
5,501,849

 
488,017

 
 
Senior Secured First Lien Term Loan
 
—

 
6,696,055

 
—

 
—

 
—

 
6,696,055

 
488,249

 
 
Senior Secured First Lien Term Loan
 
—

 
3,084,498

 
—

 
13,587

 
—

 
3,098,085

 
257,619

 
 
Equity
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
 
 
 
$
97,743,466

 
$
31,462,248

 
$
17,623,729

 
$
(541,175
)
 
$
—

 
$
146,288,268

 
$
11,392,056


(1)
Nomida, LLC ("Nomida") is a non-public real estate investment formed by the Company to purchase and develop a residential property. The Company is the sole equity shareholder of Nomida and has provided 100% of the debt financing to the entity. The Company is Nomida’s sole member responsible for Nomida’s daily operations. In addition, the Chief Financial Officer and Secretary of the Company also serves as President of Nomida. The assets of Nomida are comprised of a residential development property in the city of Chicago, IL and the proceeds of the loan from the Company; the liabilities of Nomida consist of the loan payable to the Company. As of December 31, 2018, the loan payable has been fully paid off.
(2)
The Company and Great American Life Insurance Company ("GALIC") are the members of Sierra Senior Loan Strategy JV I LLC ("Sierra JV"), a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of an equal number of members appointed by each of the Company and GALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and GALIC. Because management of Sierra JV is shared equally between the Company and GALIC, the Company does not have operational control over the Sierra JV for purposes of the 1940 Act or otherwise.
(3)
The par amount and additional detail are shown in the consolidated schedule of investments.
Purchases/(sales) of investments in controlled affiliates are included in the purchases and sales presented on the Consolidated Statements of Cash Flows for the year ended December 31, 2018. Transfers in/(out) of control/affiliates represents the fair value for the month an investment became or was removed as a controlled/affiliated investment. Income received from controlled/affiliates is included in total investment income on the Consolidated Statements of Operations for the years ended December 31, 2018 and 2017.

F- 39


In connection with certain of the Company’s investments, the Company receives warrants which are obtained for the objective of increasing the total investment returns and are not held for hedging purposes. For the years ended December 31, 2018 and 2017, the total fair value of warrants were $1,483,609 and $971,561, respectively, and were included in investments at fair value on the Consolidated Statements of Assets and Liabilities. Total realized and change in unrealized gains/(losses) related to warrants for the years ended December 31, 2018 and 2017, were $283,449 and $(815,866), respectively and were recorded on the Consolidated Statements of Operations in those accounts. The warrants are received in connection with individual investments and are not subject to master netting arrangements.
As of December 31, 2018, the Company held investments it has made directly to 74 investee companies with aggregate principal amounts of $917.0 million. As of December 31, 2017, the Company held investments it has made directly to 79 investee companies with aggregate principal amounts of $932.8 million. During the years ended December 31, 2018 and 2017, the Company made 94 and 117 investments to investee companies, respectively, with aggregate principal amounts of $232.7 million and $500.5 million, respectively. The details of the Company’s investments have been disclosed on the consolidated schedule of investments as well as in Note 4.
In addition to the loans that the Company has provided, the Company has unfunded commitments to provide additional financings through undrawn term loans or revolving lines of credit. The details of such arrangements are disclosed in Note 11.

Sierra Senior Loan Strategy JV I LLC

On March 27, 2015, the Company and GALIC entered into a limited liability company operating agreement to co-manage Sierra JV. All portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV's board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by GALIC. The Company has concluded that it does not operationally control Sierra JV. As the Company does not operationally control Sierra JV, it does not consolidate the operations of Sierra JV within the consolidated financial statements. As a practical expedient, the Company uses NAV to determine the fair value of its investment in Sierra JV; therefore, this investment has been presented as a reconciling item within the fair value hierarchy (see Note 4).

As of December 31, 2018 and 2017, Sierra JV had total capital commitments of $116 million and $100 million, respectively, with the Company providing $101.5 million and $87.5 million, respectively, and GALIC providing $14.5 million and $12.5 million, respectively. Approximately, $105.2 million and $91.2 million was funded as of December 31, 2018 and 2017, relating to these commitments, of which $92.1 million and $79.8 million were from the Company, respectively. The Company does not have the right to withdraw any of their respective capital commitment, unless in connection with a transfer of its membership interests. The Company may transfer full membership interests as long as it is approved by all members and transferred in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, or applicable state securities laws.

On August 4, 2015, Sierra JV entered into a senior secured revolving credit facility the ("JV Facility") led by Credit Suisse, AG ("CS") with commitments of $100 million subject to certain leverage and borrowing base restrictions. On December 29, 2015, the JV Facility was amended and the total commitments were increased to $135 million. On March 30, 2017, the Company amended the JV Facility previously administered by CS and facilitated the assignment of all rights and obligations of CS under the JV Facility to Deutsche Bank AG, New York Branch, ("DB") and increased the total loan commitments to $240 million. On May 26, 2017 commitments to the JV facility were increased from $240 million to $250 million. On March 29, 2019 the JV Facility reinvestment period was extended to June 28, 2019. The JV Facility bears interest at a rate of LIBOR (with no minimum) plus 2.50% per annum and the stated maturity date is March 30, 2022. As of December 31, 2018 and 2017, there were $204.9 million and $180.0 million outstanding under the JV Facility, respectively.
 
The following table shows a summary of Sierra JV's portfolio as of December 31, 2018 and 2017:
 
December 31, 2018
 
December 31, 2017
Senior secured loans(1)
$
284,070,735

 
$
262,812,353

Weighted average current interest rate on senior secured loans(2)
7.61
%
 
6.88
%
Number of borrowers in the Sierra JV
58

 
52

Investments at fair value
$
277,168,454

 
$
257,714,909

Largest loan to a single borrower(1)
$
11,058,001

 
$
11,289,143

Total of five largest loans to borrowers(1)
$
48,114,884

 
$
47,048,607

(1)
At par value.
(2)
Computed as the (a) annual stated interest rate on accruing senior secured loans, divided by (b) total senior secured loans at principal amount.


F- 40




The following is a listing of the individual investments in Sierra JV's portfolio as of December 31, 2018:
Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
4Over International, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.00% , 1.00% LIBOR Floor (2)
 
6/7/2022
 
$
11,058,000

 
$
11,058,000

 
$
10,803,667

Acrisure, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.25% , 1.00% LIBOR Floor (2)
 
11/22/2023
 
5,391,750

 
5,406,210

 
5,275,288

Avantor, Inc.
 
Wholesale
 
Senior Secured First Lien Term Loan LIBOR + 3.75% , 1.00% LIBOR Floor (2)
 
11/22/2024
 
5,694,738

 
5,640,336

 
5,505,104

BW NHHC Holdco Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 3.75% , 1.00% LIBOR Floor (2)
 
5/15/2025
 
5,221,132

 
5,147,587

 
5,081,727

Cardenas Markets LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 5.75% , 1.00% LIBOR Floor (2)
 
11/29/2023
 
6,370,000

 
6,325,291

 
6,240,689

CD&R TZ Purchaser, Inc.
 
Services: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 6.00% , 1.00% LIBOR Floor (4)
 
7/21/2023
 
6,350,272

 
6,287,883

 
6,094,356

CHA Consulting, Inc.
 
Construction & Building
 
Senior Secured First Lien Term Loans LIBOR + 4.50% , 1.00% LIBOR Floor (4)(6)
 
4/10/2025
 
1,364,384

 
1,358,254

 
1,360,973

Covenant Surgical Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.50% (4)(6)
 
10/4/2024
 
9,907,386

 
9,886,903

 
9,808,312

CT Technologies Intermediate Holdings, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.25% , 1.00% LIBOR Floor (2)
 
12/1/2021
 
4,164,266

 
4,077,669

 
3,918,573

Deliver Buyer, Inc.
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 5.00% , 1.00% LIBOR Floor (2)
 
5/1/2024
 
530,639

 
529,418

 
530,640

Elite Comfort Solutions LLC.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.50% , 1.00% LIBOR Floor (4)
 
1/15/2021
 
9,053,081

 
9,053,081

 
9,053,081

Envision Healthcare Corporation
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 3.75% , 1.00% LIBOR Floor (4)
 
10/10/2025
 
1,975,000

 
1,903,861

 
1,903,505

GC EOS Buyer, Inc.
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 4.50% , 1.00% LIBOR Floor (2)
 
8/1/2025
 
2,182,031

 
2,161,444

 
2,138,391

GK Holdings, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.00% , 1.00% LIBOR Floor (4)
 
1/20/2021
 
3,947,067

 
3,937,323

 
3,550,387

Glass Mountain Pipeline Holdings, LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 4.50% , 1.00% LIBOR Floor (4)
 
12/23/2024
 
4,937,686

 
4,921,803

 
4,886,336

Golden West Packaging Group LLC
 
Forest Products & Paper
 
Senior Secured First Lien Term Loan LIBOR + 5.25% , 1.00% LIBOR Floor (2)
 
6/20/2023
 
7,227,034

 
7,227,034

 
7,227,034

High Ridge Brands Co.
 
Consumer Goods - Non-Durable
 
Senior Secured First Lien Term Loan LIBOR + 5.25% , 1.00% LIBOR Floor (4)
 
6/30/2022
 
3,046,875

 
3,019,176

 
2,808,914

Highline Aftermarket Acquisitions, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 3.50% , 1.00% LIBOR Floor (2)
 
4/26/2025
 
4,097,059

 
4,084,725

 
3,976,605

InfoGroup, Inc
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 5.00% , 1.00% LIBOR Floor (4)
 
4/3/2023
 
4,912,500

 
4,877,385

 
4,843,725

Intermedia Holdings, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 6.00% , 1.00% LIBOR Floor (4)
 
7/21/2025
 
4,000,000

 
3,962,225

 
3,992,000

Isagenix International, LLC
 
Wholesale
 
Senior Secured First Lien Term Loans LIBOR + 5.75% , 1.00% LIBOR Floor (4)
 
6/16/2025
 
2,900,624

 
2,885,432

 
2,864,077

Jackson Hewitt Tax Services Inc.
 
Services: Consumer
 
Senior Secured First Lien Term Loans LIBOR + 6.25% , 1.00% LIBOR Floor (2)
 
4/20/2023
 
5,962,500

 
5,962,500

 
5,962,500


F- 41


Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.25% , 1.00% LIBOR Floor (4)
 
5/1/2024
 
6,209,863

 
6,120,389

 
6,149,006

KNB Holdings Corporation
 
Consumer Goods: Durable
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
4/26/2024
 
4,967,510

 
4,891,868

 
4,868,159

LifeMiles Ltd.
 
Services: Consumer
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
8/18/2022
 
5,272,436

 
5,251,526

 
5,289,835

Loparex International B.V.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loans LIBOR + 4.25% , 1.00% LIBOR Floor (4)
 
4/11/2025
 
6,633,333

 
6,603,510

 
6,600,167

Manna Pro Products, LLC
 
Consumer Goods - Non-Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.00% , 1.00% LIBOR Floor (2)(6)
 
12/8/2023
 
3,428,668

 
3,428,668

 
3,346,036

Midcoast Energy LLC
 
Energy:  Oil & Gas
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
8/1/2025
 
5,486,250

 
5,434,568

 
5,321,663

New Media Holdings II LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.25% , 1.00% LIBOR Floor (2)
 
7/14/2022
 
3,539,854

 
3,530,822

 
3,522,155

NGS US Finco, LLC
 
Capital Equipment
 
Senior Secured First Lien Term Loans LIBOR + 4.25% , 1.00% LIBOR Floor (4)
 
10/1/2025
 
3,000,000

 
2,985,602

 
2,985,000

Northern Star Industries, Inc.
 
Capital Equipment
 
Senior Secured First Lien Term Loans LIBOR + 4.75% , 1.00% LIBOR Floor (4)
 
3/28/2025
 
4,218,125

 
4,199,230

 
4,098,330

Nuvei Technologies Corp.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.50% , 1.00% LIBOR Floor (2)
 
9/29/2025
 
6,394,823

 
6,342,533

 
6,330,876

Peraton Corp.
 
Aerospace and Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.25% , 1.00% LIBOR Floor (4)
 
4/29/2024
 
3,432,576

 
3,419,467

 
3,374,908

PetroChoice Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 5.00% , 1.00% LIBOR Floor (4)
 
8/19/2022
 
6,894,231

 
6,874,605

 
6,830,803

Plaskolite PPC
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 4.25% , 1.00% LIBOR Floor (4)
 
12/13/2025
 
3,250,000

 
3,185,563

 
3,185,000

Port Townsend Holdings Company, Inc.
 
Forest Products & Paper
 
Senior Secured First Lien Term Loans LIBOR + 4.75% , 1.00% LIBOR Floor (2)
 
4/3/2024
 
3,064,886

 
3,037,794

 
3,064,886

PT Network, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
11/30/2021
 
4,412,544

 
4,412,543

 
4,321,203

PVHC Holding Corp.
 
Containers, Packaging & Glass
 
Senior Secured First Lien Term Loan LIBOR + 4.75% , 1.00% LIBOR Floor (4)(6)
 
8/3/2024
 
1,987,293

 
1,977,928

 
1,977,356

Recorded Books, Inc.
 
Media: Diversified & Production
 
Senior Secured First Lien Term Loan LIBOR + 4.50% (4)
 
8/29/2025
 
5,486,250

 
5,433,782

 
5,431,388

Rough Country, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 3.75% , 1.00% LIBOR Floor (2)
 
5/25/2023
 
6,079,627

 
6,055,700

 
6,018,830

Safe Fleet Holdings LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 3.00% , 1.00% LIBOR Floor (2)
 
2/3/2025
 
5,930,218

 
5,855,223

 
5,803,337

Salient CRGT Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.75% , 1.00% LIBOR Floor (2)
 
2/28/2022
 
4,502,976

 
4,445,538

 
4,528,643

SCS Holdings I Inc. (Sirius Computer
 
Wholesale
 
Senior Secured First Lien Term Loan LIBOR + 4.25% , 1.00% LIBOR Floor (2)
 
10/31/2022
 
5,062,626

 
5,043,215

 
5,006,432

Shift4 Payments, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.50% , 1.00% LIBOR Floor (2)
 
11/29/2024
 
9,900,000

 
9,858,087

 
9,764,370

Sierra Enterprises, LLC
 
Beverage & Food
 
Senior Secured First Lien Term Loans LIBOR + 3.50% , 1.00% LIBOR Floor (2)
 
11/11/2024
 
5,198,833

 
5,184,552

 
5,133,328


F- 42


Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
SMB Shipping Logisitics, LLC
 
Transportation: Cargo
 
Senior Secured First Lien Term Loan LIBOR + 4.00% , 1.00% LIBOR Floor (4)
 
2/5/2024
 
2,487,342

 
2,464,380

 
2,474,905

Starfish Holdco, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 4.50% , 1.00% LIBOR Floor (2)
 
8/16/2024
 
3,945,138

 
3,917,156

 
3,891,878

Syniverse Holdings, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.00% , 1.00% LIBOR Floor (2)
 
3/9/2023
 
3,965,013

 
3,931,611

 
3,752,488

The Imagine Group LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 4.75% , 1.00% LIBOR Floor (2)
 
6/21/2022
 
7,860,000

 
7,804,967

 
7,327,092

The KeyW Corporation
 
Aerospace and Defense
 
Senior Secured First Lien Term Loans LIBOR + 4.50% , 1.00% LIBOR Floor (2)
 
5/8/2024
 
2,697,675

 
2,685,199

 
2,684,186

The Octave Music Group, Inc.
 
Media: Diversified & Production
 
Senior Secured First Lien Term Loan LIBOR + 4.75% , 1.00% LIBOR Floor (2)
 
5/28/2021
 
4,382,706

 
4,382,706

 
4,376,570

ThoughtWorks, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 4.00% , 1.00% LIBOR Floor (2)(6)
 
10/11/2024
 
5,723,121

 
5,710,431

 
5,652,726

Tortoise Borrower LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 3.50% , 1.00% LIBOR Floor (2)
 
1/31/2025
 
2,456,437

 
2,445,734

 
2,456,438

United Road Services, Inc
 
Transportation: Cargo
 
Senior Secured First Lien Term Loan LIBOR + 5.25% , 1.00% LIBOR Floor (2)
 
9/2/2024
 
3,850,000

 
3,834,040

 
3,826,900

Valence Surface Technologies, Inc.
 
Aerospace and Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
6/13/2021
 
6,272,913

 
6,269,062

 
6,272,913

Xebec Global Holdings, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
2/12/2024
 
8,196,417

 
8,196,417

 
8,196,417

Z Gallerie, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 6.50% , 1.00% LIBOR Floor (4)(7)
 
10/8/2021
 
4,924,527

 
4,924,527

 
2,861,642

Z-Medica, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.50% , 1.00% LIBOR Floor (4)
 
9/29/2022
 
2,662,500

 
2,662,500

 
2,616,704

Total
 
 
 
 
 
 
 
$
284,070,735

 
$
282,514,983

 
$
277,168,454


(1)
Represents the fair value in accordance with ASC 820 as determined by the board of managers of Sierra JV. The approval of the fair value of the portfolio investments held by Sierra JV is not included in the valuation process of the Company's board of directors described elsewhere herein.
(2)
The interest rate on these loans is subject to a base rate plus 1 Month (“1M”) LIBOR, which at December 31, 2018 was 2.50%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 1M LIBOR.
(3)
The interest rate on these loans is subject to a base rate plus 2 Month (“2M”) LIBOR, which at December 31, 2018 was 2.61%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 2M LIBOR.
(4)
The interest rate on these loans is subject to a base rate plus 3 Month (“3M”) LIBOR, which at December 31, 2018 was 2.81%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 3M LIBOR.
(5)
The interest rate on these loans is subject to a base rate plus 6 Month (“6M”) LIBOR, which at December 31, 2018 was 2.88%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2018 was the base rate plus the LIBOR floor or 6M LIBOR.
(6)
Includes an analysis of the value of any unfunded loan commitments.
(7)
The investment was on non-accrual status as of December 31, 2018.


The following is a listing of the individual investments in Sierra JV's portfolio as of December 31, 2017:

Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
4Over International, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor (2)
 
6/7/2022

 
$
11,289,143

 
$
11,289,143

 
$
11,289,143

AccentCare, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (4)
 
10/1/2021

 
7,742,248

 
7,705,715

 
7,742,248

Acrisure, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (3)
 
11/22/2023

 
5,446,350

 
5,463,963

 
5,432,734


F- 43


Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
Amplify Snack Brands, Inc.
 
Beverage & Food
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (2)
 
9/4/2023

 
2,710,507

 
2,688,518

 
2,695,870

Apco Holdings, Inc.
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 6.00% , 1.00% LIBOR Floor (2)
 
1/31/2022

 
4,583,108

 
4,489,351

 
4,583,108

API Technologies Corp.
 
Aerospace and Defense
 
Senior Secured First Lien Term Loan LIBOR + 6.50%, 1.00% LIBOR Floor (4)
 
4/22/2022

 
5,865,000

 
5,780,283

 
5,865,000

Associated Asphalt Partners, LLC
 
Construction & Building
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (2)
 
4/5/2024

 
991,786

 
987,339

 
991,786

Avantor Performance Materials Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 4.00%, 1.00% LIBOR Floor (2)
 
11/21/2024

 
7,250,000

 
7,142,615

 
7,280,450

Blount International, Inc.
 
Capital Equipment
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (2)
 
4/12/2023

 
2,375,000

 
2,369,244

 
2,398,750

Canyon Valor Companies, Inc.
 
Media: Diversified & Production
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (4)
 
6/16/2023

 
997,500

 
995,170

 
1,007,475

Cardenas Markets LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 5.75%, 1.00% LIBOR Floor (4)
 
11/29/2023

 
6,435,000

 
6,380,645

 
6,435,000

CD&R TZ Purchaser, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor (4)
 
7/21/2023

 
6,418,750

 
6,341,846

 
6,418,750

Covenant Surgical Partners, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor (4)
 
10/4/2024

 
8,117,949

 
8,093,676

 
8,117,949

CP OpCo, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan ABR + 5.50% PIK, 4.25% ABR Floor (4) (7) (8)
 
4/1/2019

 
374,949

 
355,848

 
99,549

CP OpCo, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan ABR + 8.50% PIK, 4.25% ABR Floor (4) (7) (8)
 
4/1/2019

 
2,759,011

 
1,195,026

 
—

CP OpCo, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan ABR + 7.00% PIK, 3.75% ABR Floor (4) (7) (8)
 
4/1/2019

 
1,730,483

 
—

 
—

CP OpCo, LLC
 
Services: Business
 
Senior Secured First Lien Term Loan ABR + 3.50%, 4.25% ABR Floor (4)(9)(10)
 
4/1/2019

 
—

 
—

 
—

CP Opco, LLC
 
Services: Business
 
Common Units(11)
 
—

 
—

 
—

 
—

CSP Technologies North America, LLC
 
Containers, Packaging and Glass
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (4)
 
1/31/2022

 
4,707,134

 
4,707,134

 
4,707,134

CT Technologies Intermediate Holdings, Inc.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (2)
 
12/1/2021

 
4,207,418

 
4,083,299

 
4,207,418

DigiCert, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor (4)
 
10/31/2024

 
4,500,000

 
4,477,893

 
4,545,000

Elite Comfort Solutions, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 6.50%, 1.00% LIBOR Floor (4)
 
1/15/2021

 
9,558,104

 
9,558,104

 
9,558,104

Evo Payments International, LLC
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.00%, 1.00% LIBOR Floor (2)
 
12/22/2023

 
6,451,250

 
6,443,716

 
6,493,828

GK Holdings, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor (4)
 
1/20/2021

 
3,988,182

 
3,973,551

 
3,906,425

Global Eagle Entertainment Inc.
 
Telecommunications
 
Senior Secured First Lien Term Loan LIBOR + 7.50%, 1.00% LIBOR Floor (5)
 
1/6/2023

 
4,147,500

 
4,082,934

 
4,147,500

Golden West Packaging Group LLC
 
Forest Products & Paper
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (2)
 
6/20/2023

 
6,691,374

 
6,691,374

 
6,691,374

High Ridge Brands Co.
 
Consumer Goods - Non-Durable
 
Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor (4)
 
6/30/2022

 
3,078,124

 
3,042,142

 
3,078,125


F- 44


Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
Highline Aftermarket Acquisitions, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (4)
 
3/18/2024

 
3,102,770

 
3,089,235

 
3,102,770

Imagine! Print Solutions, LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor (4)
 
6/21/2022

 
7,940,000

 
7,868,779

 
7,860,600

InfoGroup, Inc
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor (4)
 
4/3/2023

 
4,962,500

 
4,918,711

 
4,941,161

Keystone Acquisition Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (4)
 
5/1/2024

 
6,272,747

 
6,165,434

 
6,304,111

KNB Holdings Corporation
 
Consumer Goods: Durable
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (4)
 
4/26/2024

 
6,459,375

 
6,342,607

 
6,475,523

LegalZoom.com, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor (6)
 
11/21/2024

 
2,000,000

 
1,980,247

 
1,980,000

LifeMiles Ltd.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (4)
 
8/18/2022

 
4,875,000

 
4,829,405

 
4,826,250

Lighthouse Network, LLC.
 
Banking, Finance, Insurance & Real Estate
 
Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor (2)
 
11/29/2024

 
10,000,000

 
9,950,510

 
9,950,000

Manna Pro Products, LLC
 
Consumer Goods - Non-Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor (4)
 
12/8/2023

 
3,083,333

 
3,083,333

 
3,083,333

MB Aerospace ACP Holdings II Corp.
 
Aerospace and Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (2)
 
12/15/2022

 
6,862,457

 
6,813,212

 
6,862,456

New Media Holdings II LLC
 
Media: Advertising, Printing & Publishing
 
Senior Secured First Lien Term Loan LIBOR + 6.25%, 1.00% LIBOR Floor (2)
 
7/14/2022

 
5,850,003

 
5,835,262

 
5,850,004

Peraton Corp.
 
Aerospace and Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (4)
 
4/29/2024

 
4,975,000

 
4,952,439

 
4,950,125

PetroChoice Holdings, Inc.
 
Chemicals, Plastics & Rubber
 
Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor (2)
 
8/19/2022

 
4,949,368

 
4,949,368

 
4,949,368

PT Network, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (4)
 
11/30/2021

 
4,480,124

 
4,480,124

 
4,480,124

Quorum Health Corporation
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 6.75%, 1.00% LIBOR Floor (2)
 
4/29/2022

 
2,040,782

 
2,011,200

 
2,053,639

RESIC Enterprises, LLC
 
Beverage & Food
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (2)
 
11/11/2024

 
3,750,000

 
3,731,552

 
3,731,250

Rough Country, LLC
 
Automotive
 
Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor (2)
 
5/25/2023

 
4,731,098

 
4,688,066

 
4,711,227

Salient CRGT Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.75%, 1.00% LIBOR Floor (2)
 
2/28/2022

 
4,811,011

 
4,730,252

 
4,815,823

SCS Holdings I Inc.
 
Wholesale
 
Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor (2)
 
10/31/2022

 
8,083,411

 
8,044,248

 
8,063,202

Starfish Holdco, LLC
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor (4)
 
8/16/2024

 
4,987,500

 
4,939,831

 
4,937,625

The Garretson Resolution Group, Inc.
 
Services: Business
 
Senior Secured First Lien Term Loan LIBOR + 6.50%, 1.00% LIBOR Floor (4)
 
5/24/2021

 
4,687,500

 
4,687,500

 
4,638,750

The Octave Music Group, Inc.
 
Media: Diversified & Production
 
Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor (2)
 
5/28/2021

 
4,961,832

 
4,961,832

 
4,961,832

ThoughtWorks, Inc.
 
High Tech Industries
 
Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor (2)
 
10/11/2024

 
4,000,000

 
3,990,290

 
3,990,000


F- 45


Company
 
Industry
 
Type of Investment
 
Maturity
 
Par Amount
 
Cost
 
Fair Value(1)
United Road Services, Inc
 
Cargo
 
Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor (2)
 
9/1/2024

 
3,970,000

 
3,950,642

 
3,950,150

Valence Surface Technologies, Inc.
 
Aerospace and Defense
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (4)
 
6/13/2019

 
4,298,919

 
4,285,610

 
4,261,949

VCVH Holding Corp.
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor (4)
 
6/1/2023

 
5,910,000

 
5,863,482

 
5,934,822

VIP Cinema Holdings, Inc.
 
Consumer Goods: Durable
 
Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor (4)
 
3/1/2023

 
472,035

 
469,992

 
476,377

Z Gallerie, LLC
 
Retail
 
Senior Secured First Lien Term Loan LIBOR + 6.50%, 1.00% LIBOR Floor (4)
 
10/8/2020

 
4,887,218

 
4,887,220

 
4,887,218

Z-Medica, LLC
 
Healthcare & Pharmaceuticals
 
Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor (4)
 
9/29/2022

 
2,992,500

 
2,992,500

 
2,992,500

Total
 
 
 
 
 
 
 
$
262,812,353

 
$
257,831,412

 
$
257,714,909


(1)
Represents the fair value in accordance with ASC 820 as determined by the board of managers of Sierra JV. The approval of the fair value of the portfolio investments held by Sierra JV is not included in the valuation process of the Company's board of directors described elsewhere herein.
(2)
The interest rate on these loans is subject to a base rate plus 1 Month (“1M”) LIBOR, which at December 31, 2017 was 1.56%. As the interest rate is subject to a minimum LIBOR floor, which was greater than the 1M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(3)
The interest rate on these loans is subject to a base rate plus 2 Month (“2M”) LIBOR, which at December 31, 2017 was 1.62%. As the interest rate is subject to a minimum LIBOR floor, which was greater than the 1M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(4)
The interest rate on these loans is subject to a base rate plus 3 Month (“3M”) LIBOR, which at December 31, 2017 was 1.69%. As the interest rate is subject to a minimum LIBOR floor, which was greater than the 3M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(5)
The interest rate on these loans is subject to a base rate plus 6 Month (“6M”) LIBOR, which at December 31, 2017 was 1.84%. As the interest rate is subject to a minimum LIBOR floor, which was greater than the 6M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(6)
The interest rate on these loans is subject to a base rate plus 12 Month (“12M”) LIBOR, which at December 31, 2017 was 2.11%. As the interest rate is subject to a minimum LIBOR floor, which was greater than the 6M LIBOR rate at December 31, 2017, the prevailing rate in effect at December 31, 2017 was the base rate plus the LIBOR floor.
(7)
The investment was on non-accrual status as of December 31, 2017.
(8)
Par amount includes accumulated paid-in-kind ("PIK") interest and is net of repayments.
(9)
The interest rate on these loans is subject to a base rate plus a spread. The base rate in effect at December 31, 2018 was the Prime Rate of 4.500%.
(10)
Includes an analysis of the value of any unfunded loan commitments.
(11)
Security is non-income producing.

Below is certain summarized financial information for the Sierra JV as of December 31, 2018 and 2017, and for the years ended December 31, 2018 and 2017:
 
December 31, 2018
 
December 31, 2017
Selected Consolidated Statement of Assets and Liabilities Information:
 
 
 
Investments in loans at fair value (Amortized cost of $282,514,983 and $257,831,412, respectively)
$
277,168,454

 
$
257,714,909

Cash and cash equivalents
20,494,190

 
19,304,435

Other assets
1,781,149

 
678,254

Total assets
$
299,443,793

 
$
277,697,598

 
 
 
 
Senior credit facility payable (net of deferred financing costs of $1,599,958 and $$2,064,346, respectively)
203,300,042

 
177,935,654

Other liabilities
411,102

 
8,194,099

Interest payable
953,352

 
662,798

Total liabilities
$
204,664,496

 
$
186,792,551

Members’ capital
94,779,297

 
90,905,047

Total liabilities and members' capital
$
299,443,793

 
$
277,697,598

     

F- 46


 
Year ended
December 31, 2018
 
Year ended
December 31, 2017
Selected Consolidated Statement of Operations Information:
 
 
 
Total investment income
$
20,762,651

 
$
16,109,801

Total expenses
11,495,895

 
7,890,429

Net change in unrealized appreciation/(depreciation) of investments
(5,230,032
)
 
(1,316,608
)
Net realized gain/(loss) on investments
(4,743,903
)
 
1,509,314

Net income
$
(707,179
)
 
$
8,412,078


In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated Control Investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any Controlled Investments are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (Control Investments in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of Control Investments in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X.

After performing the income analysis for the year ended December 31, 2018, our investment in MCM Capital Office Park Holdings LLC exceeded the 10% threshold under Rule 4-08(g). Accordingly, the following tables show summarized unaudited financial information for MCM Capital Office Park Holdings LLC:
 
 
December 31, 2018
 
December 31, 2017
Balance Sheet Data (1)
 
 
 
 
Current assets
 
$
2,670,977

 
$
2,471,319

Non-current assets
 
57,339,326

 
56,433,971

Current liabilities
 
712,622

 
243,250

Non-current liabilities
 
41,773,606

 
37,699,501

 
 
For the year ended December 31, 2018
 
For the year ended December 31, 2017
Summary of Operations (1)
 
 
 
 
Total revenues
 
$
12,761,920

 
$
11,927,516

Cost of sales
 
1,322,385

 
715,191.34

Operating expenses
 
5,809,206

 
5,283,386

Other expenses
 
3,283,329

 
2,630,419

Net income/(loss)
 
$
2,347,000

 
$
3,298,520


(1)
All amounts are unaudited.
Note 4. Fair Value Measurements

The Company follows ASC 820 for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows. Investments which are valued using NAV as a practical expedient are excluded from this hierarchy:
•
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
•
Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids

F- 47


from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
•
Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the Market or Income Approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
In addition to using the above inputs in investment valuations, the Company employs the valuation policy approved by the board of directors that is consistent with ASC 820 (see Note 2). Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which the Company’s investments are trading, in determining fair value.
The following table presents the fair value measurements of the Company’s total investments, by major class according to the fair value hierarchy, as of December 31, 2018:
 
Type of Investment (1)
 
Level 1
 
Level 2
 
Level 3
 
Total
Asset
 
 
 
 
 
 
 
 
Senior secured first lien term loans
 
$
—

 
$
—

 
$
479,593,279

 
$
479,593,279

Senior secured first lien notes
 
—

 
4,742,100

 
30,752,993

 
35,495,093

Senior secured second lien term loans
 
—

 
—

 
169,923,547

 
169,923,547

Subordinated notes
 
—

 
—

 
66,187,857

 
66,187,857

Equity/warrants
 
—

 
—

 
75,480,034

 
75,480,034

Total
 
$
—

 
$
4,742,100

 
$
821,937,710

 
$
826,679,810

Investments measured at net asset value
 
 
 
 
 
 
 
$
96,800,952

Total Investments, at fair value
 
 
 
 
 
 
 
$
923,480,762


(1)
Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in
the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets and Liabilities.

Derivative Instrument-Long Exposure
 
Level 1
 
Level 2
 
Level 3
 
Total
Asset/(Liability)
 
 
 
 
 
 
 
 
Unrealized appreciation/(depreciation) on Total return swap with Citibank, N.A.
 
$
—

 
$
—

 
$
(6,524,904
)
 
$
(6,524,904
)


The following table presents the fair value measurements of the Company’s total investments, by major class according to the fair value hierarchy, as of December 31, 2017: 
Type of Investment (1)
 
Level 1
 
Level 2
 
Level 3
 
Total
Asset
 
 
 
 
 
 
 
 
Senior secured first lien term loans
 
$
—

 
$
2,487,750

 
$
567,414,544

 
$
569,902,294

Senior secured first lien notes
 
—

 
12,487,185

 
30,270,881

 
42,758,066

Senior secured second lien term loans
 
—

 
—

 
231,837,617

 
231,837,617

Subordinated Notes
 
—

 
—

 
74,341,285

 
74,341,285

Equity/warrants
 
—

 
—

 
65,754,315

 
65,754,315

Total
 
$
—

 
$
14,974,935

 
$
969,618,642

 
$
984,593,577

Investments measured at net asset value
 
 
 
 
 
 
 
$
79,515,513

Total Investments, at fair value
 
 
 
 
 
 
 
$
1,064,109,090


(1)
Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in

F- 48


the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets and Liabilities.

Derivative Instrument-Long Exposure
 
Level 1
 
Level 2
 
Level 3
 
Total
Asset/(Liability)
 
 
 
 
 
 
 
 
Unrealized appreciation/(depreciation) on Total return swap with Citibank, N.A.
 
$
—

 
$
—

 
$
(5,354,868
)
 
$
(5,354,868
)

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the year ended December 31, 2018:
 
Senior
Secured
First Lien Term Loans
 
Senior Secured First Lien Notes
 
Senior
Secured
Second Lien
Term Loans
 
Subordinated Notes
 

Equity/warrants
 
Total
Return
Swap
 
Total
Balance, December 31, 2017
$
567,414,544

 
$
30,270,881

 
$
231,837,617

 
$
74,341,285

 
$
65,754,315

 
$
(5,354,868
)
 
$
964,263,774

Purchases
166,061,429

 
3,379,999

 
895,075

 
10,318,057

 
11,740,379

 
—

 
192,394,939

Sales
(204,459,451
)
 
(1,893,250
)
 
(61,857,608
)
 
(7,423,019
)
 
(3,230,900
)
 
—

 
(278,864,228
)
Transfers in
—

 
—

 
—

 
—

 
—

 
—

 
—

Transfers out
—

 
—

 
—

 
—

 
—

 
—

 
—

Amortization of discount/(premium)
1,052,131

 
6,859

 
696,440

 
—

 
—

 
—

 
1,755,430

Paid-in-kind interest income
3,098,538

 
—

 
1,177,193

 
—

 
—

 
—

 
4,275,731

Net realized gains (losses)
(40,787,945
)
 
(868,224
)
 
(17,767,049
)
 
436,466

 
(1,220,691
)
 
—

 
(60,207,443
)
Net change in unrealized appreciation/ (depreciation)
(12,785,967
)
 
(143,272
)
 
14,941,879

 
(11,484,932
)
 
1,828,574

 
(1,170,036
)
 
(8,813,754
)
Balance, December 31, 2018
$
479,593,279

 
$
30,752,993

 
$
169,923,547

 
$
66,187,857

 
$
74,871,677

 
$
(6,524,904
)
 
$
814,804,449

Change in net unrealized appreciation/ (depreciation) in investments held as of December 31, 2018 (1)
$
(45,857,095
)
 
$
(1,261,431
)
 
$
(3,491,362
)
 
$
(10,784,987
)
 
$
1,093,989

 
$
(1,170,036
)
 
$
(61,470,922
)

(1)
Amount is included in the related amount on investments and derivative instruments in the condensed Consolidated Statements of Operations.
Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. During the year ended December 31, 2018, the Company recorded $0 in transfers from Level 3 to Level 2. During the year ended December 31, 2018, the Company recorded $0 in transfers from Level 2 to Level 3.

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the year ended December 31, 2017:
 
Senior
Secured
First Lien Term Loans
 
Senior Secured First Lien Notes
 
Senior
Secured
Second Lien
Term Loans
 
Subordinated Notes
 

Equity/warrants
 
Total
Return
Swap
 
Total
Balance, December 31, 2016
$
493,340,277

 
$
46,429,960

 
$
260,008,735

 
$
55,185,590

 
$
40,879,809

 
$
(13,647,330
)
 
$
882,197,041

Purchases
225,034,789

 
2,479,999

 
91,381,785

 
29,479,590

 
36,987,442

 
—

 
385,363,605

Sales
(129,069,527
)
 
(22,810,699
)
 
(107,375,787
)
 
(7,815,111
)
 
(9,020,654
)
 
—

 
(276,091,778
)
Transfers in
—

 
9,720,000

 
—

 
—

 
—

 
—

 
9,720,000

Transfers out
—

 
(3,404,186
)
 
—

 
—

 
—

 
—

 
(3,404,186
)
Amortization of discount/(premium)
1,151,096

 
63,653

 
224,300

 
—

 
—

 
—

 
1,439,049

Paid-in-kind interest income
5,499,977

 
—

 
—

 
—

 
—

 
—

 
5,499,977

Net realized gains (losses)
(11,031,955
)
 
(1,490,663
)
 
(9,031,310
)
 
(107,130
)
 
(3,642,142
)
 
—

 
(25,303,200
)
Net change in unrealized appreciation/ (depreciation)
(17,510,113
)
 
(717,183
)
 
(3,370,106
)
 
(2,401,654
)
 
549,860

 
8,292,462

 
(15,156,734
)
Balance, December 31, 2017
$
567,414,544

 
$
30,270,881

 
$
231,837,617

 
$
74,341,285

 
$
65,754,315

 
$
(5,354,868
)
 
$
964,263,774

Change in net unrealized appreciation/(depreciation) in investments held as of December 31, 2017 (1)
$
(25,080,630
)
 
$
(1,582,825
)
 
$
(11,104,556
)
 
$
(2,303,479
)
 
$
(2,125,044
)
 
$
8,292,462

 
$
(33,904,072
)

(1)
Amount is included in the related amount on investments and derivative instruments in the condensed Consolidated Statements of Operations


F- 49


Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. During the year ended December 31, 2017, the Company recorded 9,720,000 in transfers from Level 3 to Level 2 and (3,404,186) in transfers from Level 2 to Level 3 due to due to a decrease in observable inputs in market data and no other transfers between levels.

The following table presents the quantitative information about Level 3 fair value measurements of the Company’s total investments, as of December 31, 2018:

Type of Investment
 
Fair Value
 
Valuation techniques
 
Unobservable input(1)
 
Range (weighted average)
Senior Secured First Lien Term Loan
 
$
264,976,095

 
Income Approach (DCF)
 
 Market yield
 
7.69% - 17.93% (10.66%)
Senior Secured First Lien Term Loan
 
87,515,822

 
Market Approach (Guideline Comparable)/Income Approach (DCF)/Enterprise Valuation Analysis
 
 Revenue Multiple, EBITDA Multiple, Discount Rate, Expected Proceeds
 
1.35x - 1.35x (1.35x) / 3.50x-7.50x (6.14x) / 16.25% - 18.50% (17.34%) / $0.0M - $102.5M ($32.1M)
Senior Secured First Lien Term Loan
 
128,053,745

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Senior Secured First Lien Notes
 
30,752,993

 
Income Approach (DCF)
 
Market Yield
 
12.31% - 28.86% (15.10%)
Senior Secured Second Lien Term Loan
 
153,447,349

 
Income Approach (DCF)
 
Market yield
 
9.34% - 17.63% (11.86%)
Senior Secured Second Lien Term Loan
 
9,776,992

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Senior Secured Second Lien Term Loan
 
6,699,206

 
Market Approach (Guideline Comparable)/Income Approach (DCF)
 
EBITDA Multiple, Discount Rate
 
5.00x - 6.00x (5.50x) / 17.50% - 19.50% (18.50%)
Equity/warrants
 
46,183,711

 
Market Approach (Guideline Comparable)/Market Approach (Comparable Transactions)/ Option Model/Income Approach (DCF)/ Enterprise Valuation Analysis
 
Revenue Multiple, EBITDA Multiple, Book Value Multiple, Discount Rate, Volatility , Average List Price, Expected Proceeds
 
1.35x - 1.35x (1.35x) / 3.50x-13.50x (8.52x) / 12.50% - 21.25% (20.02%) / 50.00% - 50.00% (50.00%) / $1.1M - $1.1M ($1.1M) / 7.63% - 8.50% (8.25%) / 1.25x - 1.25x (1.25x) / $1.2M - $86.0M ($1.2M)
Equity/warrants
 
2,000,000

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Equity/warrants
 
27,296,321

 
Income Approach (DCF)
 
Market Yield
 
13.31% - 18.90% (14.47%)
Subordinated Notes
 
63,437,676

 
Income Approach (DCF)
 
Discount Rate
 
13.00% - 25.00% (18.46%)
Subordinated Notes
 
1,797,800

 
Income Approach (DCF)
 
Market Yield
 
9.30%
Total
 
$
821,937,710

 
 
 
 
 
 
TRS
 
(6,524,904
)
 
Income Approach (DCF)
 
Market yield
 
6.65% - 16.85% (9.39%)
Total
 
$
815,412,806

 
 
 
 
 
 

(1)
Represents the method used when the Company has determined that market participants would use such inputs when measuring the fair value of these investments.


F- 50


The following table presents the quantitative information about Level 3 fair value measurements of the Company’s total investments, as of December 31, 2017:

Type of Investment
 
Fair Value
 
Valuation techniques
 
Unobservable input(1)
 
Range (weighted average)
Senior Secured First Lien Term Loan
 
$
414,580,810

 
Income Approach (DCF)
 
Market Yield
 
6.14% - 13.33% (9.42%)
Senior Secured First Lien Term Loan
 
277,048

 
Enterprise Value Analysis
 
Expected Proceeds
 
$0.0M - $0.2M ($0.2M)
Senior Secured First Lien Term Loan
 
69,511,390

 
Market Approach (Guideline Comparable)/Market Approach (Comparable Transactions)/Income Approach (DCF) /Enterprise Value Analysis
 
Revenue Multiple, EBITDA Multiple, Discount Rate, Expected Proceeds, Average List Price
 
0.63x - 2.00x (1.11x) / 4.50x-10.00x (6.83x) / 16.50% - 18.50% (17.91%) / $18.3M - $18.3M ($18.3M) / $1.0M - $1.0M ($1.0M)
Senior Secured First Lien Term Loan
 
82,989,017

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Senior Secured First Lien Notes
 
30,148,223

 
Income Approach (DCF)
 
Market Yield
 
8.96% - 19.96% (11.98%)
Senior Secured First Lien Notes
 
122,658

 
Enterprise Valuation Analysis
 
Expected Proceeds
 
$0.1M - $0.1M ($0.1M)
Senior Secured Second Lien Term Loan
 
188,368,389

 
Income Approach (DCF)
 
Market Yield
 
7.86% - 13.93% (10.01%)
Senior Secured Second Lien Term Loan
 
43,262,977

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Senior Secured Second Lien Term Loan
 
206,250

 
Market Approach (Guideline Comparable)
 
EBITDA Multiple
 
9.50x - 10.50x (10.00x)
Preferred Equity
 
5,123,448

 
Income Approach (DCF)
 
Market Yield
 
19.19%-19.19% (19.19%)
Equity/warrants
 
—

 
Enterprise Valuation Analysis
 
Expected Proceeds
 
$0.0M - $0.1M ($0.1M)
Equity/warrants
 
24,338,703

 
Market Approach (Guideline Comparable)/Market Approach (Comparable Transactions)/Income Approach (DCF)
 
Revenue Multiple, EBITDA Multiple, Discount Rate, Book Value Multiple, Average List Price
 
0.93x-2.00x (1.25x) / 5.00x-9.25x (7.70x) / 15.50% - 22.50% (16.33%) / 1.25x - 1.25x (1.25x) / $1.0M - $1.0M ($1.0M) / 8.50% - 8.50% (8.50%) / $18.3M - $18.3M ($18.3M)
Equity/warrants
 
36,348,444

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Subordinated Notes
 
60,210,700

 
Income Approach (DCF)
 
Discount Rate
 
14.00% - 18.50% (16.17%)
Subordinated Notes
 
14,130,585

 
Recent Arms-length transaction
 
Recent Arms-length transaction
 
N/A
Total
 
$
969,618,642

 
 
 
 
 
 
TRS
 
(5,354,868
)
 
Income Approach (DCF)
 
Market yield
 
5.17% - 62.21% (8.26%)
Total
 
$
964,263,774

 
 
 
 
 
 

(1)
Represents the method used when the Company has determined that market participants would use such inputs when measuring the fair value of these investments.

The significant unobservable inputs used in the fair value measurement of the Company’s debt and derivative investments are market yields. Increases in market yields would result in lower fair value measurements.

The significant unobservable inputs used in the fair value measurement of the Company’s equity/warrants investments are comparable company multiples of revenue or EBITDA for the latest twelve months (“LTM”), next twelve months (“NTM”) or a reasonable period a market participant would consider. Increases in EBITDA multiples in isolation would result in higher fair value measurement.
Note 5. Total Return Swap

On August 27, 2013, the Company, through its wholly-owned financing subsidiary, Arbor, entered into a TRS with Citibank, N.A. (“Citibank”) that is indexed to a basket of loans.
The TRS with Citibank enables Arbor, to obtain the economic benefit of the loans underlying the TRS, despite the fact that such loans will not be directly held or otherwise owned by Arbor, in return for an interest-type payment to Citibank.
SIC Advisors acts as the investment manager of Arbor and has discretion over the composition of the basket of loans underlying the TRS. The terms of the TRS are governed by an ISDA 2002 Master Agreement, the Schedule thereto and Credit Support Annex to such Schedule, and the Confirmation exchanged thereunder, between Arbor and Citibank, which collectively establish the TRS, and

F- 51


are collectively referred to herein as the “TRS Agreement”. On March 21, 2014, Arbor amended and restated its Confirmation Letter Agreement (the “Amended Confirmation Agreement”) with Citibank. The Amended Confirmation Agreement increased the maximum market value (determined at the time each such loan becomes subject to the TRS) of the portfolio of loans that Arbor may select from $100 million to $200 million, and increased the interest rate payable to Citibank from LIBOR plus 1.30% per annum to LIBOR plus 1.35% per annum.
On July 23, 2014, Arbor entered into the Second Amended and Restated Confirmation Letter Agreement with CitiBank to increase the maximum market value (determined at the time each such loan becomes subject to the TRS) of the portfolio of loans that Arbor may select from $200 million to $350 million. On June 8, 2015, Arbor entered into the Third Amended and Restated Confirmation Letter Agreement with Citibank to decrease the maximum market value (determined at the time each such loan becomes subject to the TRS) of the portfolio of loans that Arbor may select from $350 million to $300 million.
On March 21, 2016, Arbor entered into the Fourth Amended and Restated Confirmation Letter Agreement (the “Fourth Amended Confirmation Agreement”) with Citibank to extended the term of the TRS from March 21, 2016 through March 21, 2019 and increased the interest rate payable to Citibank from LIBOR plus 1.35% per annum to LIBOR plus 1.65% per annum.
On September 29, 2017, Arbor entered into the Fifth Amended and Restated Confirmation Letter Agreement (the “Fifth Amended Confirmation Agreement”) with Citibank to reduce the maximum portfolio notional (determined at the time each such loan becomes subject to the TRS) from $300,000,000 to $180,000,000, through incremental reductions of $60,000,000 on October 3, 2017 and $20,000,000 on each of November 3, 2017, December 3, 2017 and January 3, 2018. The Fifth Amended Confirmation Agreement also decreased the interest rate payable to Citibank from LIBOR plus 1.65% per annum to LIBOR plus 1.60% per annum. 
Pursuant to the terms of the TRS Agreement, as amended and subject to conditions customary for transactions of this nature, Arbor may select a portfolio of loans with a maximum market value (determined at the time each such loan becomes subject to the TRS) of $300 million, subject to the reduction provided for in the Fifth Amended Confirmation Agreement, which is also referred to as the maximum notional amount of the TRS. Arbor receives from Citibank a periodic payment on set dates that is based upon any coupons, both earned and accrued, generated by the loans underlying the TRS, subject to limitations described in the TRS Agreement as well as any fees associated with the loans included in the portfolio. Arbor pays to Citibank interest at a rate equal to one-month LIBOR plus 1.60% per annum. In addition, upon the termination or repayment of any loan subject to the TRS, Arbor either receives from Citibank the appreciation in the value of such loan, or pays to Citibank any depreciation in the value of such loan.
Citibank may terminate the TRS on or after the second anniversary of the effectiveness of the TRS. SIC Advisors may terminate the TRS on behalf of Arbor at any time upon providing 10 days prior notice to Citibank.
Arbor is required to pay a minimum usage fee in connection with the TRS of 1.60% on the amount equal to 85% of the average daily unused portion of the maximum amount permitted under the TRS. Such minimum usage fee will not apply during the first 365 days and last 60 days of the term of the TRS. Arbor will also pay Citibank customary fees in connection with the establishment and maintenance of the TRS. During the years ended December 31, 2018 and 2017, Arbor paid $0 and $67,976 in minimum usage fees, respectively.
Arbor is required to initially cash collateralize a specified percentage of each loan (generally 20% to 30% of the market value of such loan) included under the TRS in accordance with margin requirements described in the TRS Agreement. As of December 31, 2018 and 2017, Arbor has posted $27,000,000 and $48,000,000, respectively, in collateral to Citibank in relation to the TRS which is recorded on the Consolidated Statements of Assets and Liabilities as cash collateral on TRS. Arbor may be required to post additional collateral from time to time as a result of a decline in the mark-to-market value of the portfolio of loans subject to the TRS. The obligations of Arbor under the TRS Agreement are non-recourse to the Company and the Company’s exposure under the TRS Agreement is limited to the value of the Company’s investment in Arbor, which generally equals the value of cash collateral provided by Arbor under the TRS Agreement.
In connection with the TRS, Arbor has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar transactions. In addition to customary events of default and termination events included in the form ISDA 2002 Master Agreement, the TRS Agreement contains the following termination events: (a) a failure to satisfy the portfolio criteria for at least 30 days; (b) a failure to post initial cash collateral or additional collateral as required by the TRS Agreement; (c) a default by Arbor or the Company with respect to indebtedness in an amount equal to or greater than the lesser of $10,000,000 and 2% of the Company’s NAV at such time; (d) a merger of Arbor or the Company meeting certain criteria; (e) the Company or Arbor amending their respective constituent documents to alter their investment strategy in a manner that has or could reasonably be expected to have a material adverse effect; and (f) SIC Advisors ceasing to be the investment manager of Arbor or to have authority to enter into transactions under the TRS Agreement on behalf of Arbor, and not being replaced by an entity reasonably acceptable to Citibank. As of December 31, 2018 and December 31, 2017, the Company did not have any derivatives with contingent features in net liability positions; therefore, if a trigger event had occurred, no amount would have been required to be posted by the Company.

F- 52


The Company’s maximum credit risk exposure, as of December 31, 2018 and 2017, is $27,113,252 and $48,462,555, respectively, which is recorded on the Consolidated Statements of Assets and Liabilities as cash collateral on total return swap and receivable due on total return swap.
The Company’s receivable from Citibank represents realized amounts from payments on underlying loans in the TRS portfolio, which as of December 31, 2018 and 2017, was $113,252 and $462,555, respectively, which is recorded on the Consolidated Statements of Assets and Liabilities as receivable due on total return swap. The Company does not offset collateral posted in relation to the TRS with any unrealized appreciation or depreciation outstanding in the Consolidated Statements of Assets and Liabilities as of December 31, 2018 or December 31, 2017.
Transactions in TRS contracts during the years ended December 31, 2018, 2017 and 2016 were as follows:
 
 
2018
 
2017
 
2016
Interest income and settlement from TRS
 
$
5,185,757

 
$
8,374,421

 
$
8,446,168

Traded gains/(loss) on TRS loan sales
 
(2,943,401
)
 
(9,778,359
)
 
(1,633,995
)
Net realized gains/(loss) on TRS
 
$
2,242,356

 
$
(1,403,938
)
 
$
6,812,173

 
 
 
 
 
 
 
Net change in unrealized appreciation/(depreciation) on TRS
 
$
(1,170,036
)
 
$
8,292,462

 
$
13,718,489

The Company held one derivative position as of the years ended December 31, 2018 and 2017, subject to a Master Agreement (“MA”). The following table represents the Company’s gross and net amounts after offset under the MA of the derivative assets and liabilities presented by derivative type net of the related collateral pledged by the Company as of December 31, 2018 and 2017:
 
 
 
Gross
Derivative  Assets/
(Liabilities)
Subject to MA
 
Derivative Amount
Available for
Offset
 
Net Amount Presented
in the Consolidated
Statements of Assets
and Liabilities
 
Cash
Collateral
Posted(1)
 
Net Amount of
Derivative
Assets/(Liabilities)
December 31, 2018
 
 
 
 
 
 
 
 
 
 
TRS
 
$
(6,524,904
)
 
$
—

 
$
(6,524,904
)
 
$
6,524,904

 
$
—

December 31, 2017
 
 
 
 
 
 
 
 
 
 
TRS
 
$
(5,354,868
)
 
$
—

 
$
(5,354,868
)
 
$
5,354,868

 
$
—

 
(1)
As of December 31, 2018 and 2017, $27,000,000 and $48,000,000 respectively, of cash was posted for initial margin requirements for the TRS as reported on the Consolidated Statements of Assets and Liabilities as cash collateral on total return swap.
The following table shows the volume of the Company’s derivative transactions for the years ended December 31, 2018 and 2017: 
 
2018
 
2017
Average notional par amount of contracts (1)
$153,644,607
 
$235,946,069

(1)
Average notional amount is based on the average month end balances for the years ended December 31, 2018 and 2017, which is representative of the volume of notional contract amounts held during each year.

Note 6. Borrowings

The following table shows the Company's outstanding debt as of December 31, 2018 and 2017:
 
December 31, 2018
 
December 31, 2017
 
Total
Commitment
 
Balance
Outstanding 
 
Unused
Commitment 
 
Total
Commitment
 
Balance
Outstanding
 
Unused
Commitment
ING Credit Facility
$
220,000,000

 
$
115,000,000

 
$
105,000,000

 
$
220,000,000

 
$
195,000,000

 
$
25,000,000

Alpine Credit Facility
300,000,000

 
240,000,000

 
60,000,000

 
300,000,000

 
240,000,000

 
60,000,000

Total before deferred financing costs
520,000,000

 
355,000,000

 
165,000,000

 
520,000,000

 
435,000,000

 
85,000,000

Unamortized deferred financing costs
—

 
(3,460,986
)
 
—

 
—

 
(5,286,927
)
 
—

Total borrowings outstanding, net deferred financing costs
$
520,000,000

 
$
351,539,014

 
$
165,000,000

 
$
520,000,000

 
$
429,713,073

 
$
85,000,000

As a BDC, the Company is only allowed to employ leverage to the extent that its asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if certain requirements under the 1940 Act are met) after giving effect to such leverage. The amount of

F- 53


leverage that the Company employs at any time depends on its assessment of the market and other factors at the time of any proposed borrowing.
The fair value of the Company’s debt obligation is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s margin borrowings are estimated based upon market interest rates for its own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company’s debt obligation is recorded at its carrying value, which approximates fair value.
ING Credit Facility
On August 12, 2016, the Company amended its existing senior secured syndicated revolving credit facility (the “ING Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “Revolving Credit Agreement”) with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent. The ING Credit Facility matures on August 12, 2020 and is secured by substantially all of the Company’s assets, subject to certain exclusions as further set forth in an Amended and Restated Guarantee, Pledge and Security Agreement (the “Security Agreement”) entered into in connection with the Revolving Credit Agreement, among the Company, the subsidiary guarantors party thereto, ING Capital LLC, as Administrative Agent, each Financial Agent and Designated Indebtedness Holder party thereto and ING Capital LLC, as Collateral Agent. The ING Credit Facility also includes usual and customary representations, covenants and events of default for senior secured revolving credit facilities of this nature. On February 13, 2015, commitments to the ING credit facility were expanded from $150,000,000 to $170,000.000. On August 12, 2016, commitments to the ING credit facility were expanded from $170,000,000 to $175,000,000. On April 20, 2017, commitments to the ING Credit Facility were expanded from $175,000,000 to $220,000,000. On February 8, 2019, we amended our ING Credit Facility, among other things, to permit the transactions contemplated by the MCC Merger Agreement and the MDLY Merger Agreement.
The ING Credit Facility allows for the Company, at its option, to borrow money at a rate of either (i) an alternate base rate plus 1.50% per annum or (ii) LIBOR plus 2.50% per annum. The interest rate margins are subject to certain step-downs upon the satisfaction of certain conditions described in the Revolving Credit Agreement. The alternate base rate will be the greatest of (i) the U.S. Prime Rate set forth in the Wall Street Journal, (ii) the federal funds effective rate plus 1/2 of 1%, and (iii) three month LIBOR plus 1.00%. As of December 31, 2018 and 2017, the commitment under the ING Credit Facility was $220,000,000 and $220,000,000, respectively, and the ING Credit Facility includes an accordion feature that allows for potential future expansion of the ING Credit Facility up to a total of $500,000,000. Availability of loans under the ING Credit Facility is linked to the valuation of the collateral pursuant to a borrowing base mechanism.
The Company is also required to pay a commitment fee to the lenders based on the daily unused portion of the aggregate commitments under the ING Credit Facility. The commitment fee is (i) 1.50% if the used portion of the aggregate commitments is less than or equal to 40%, (ii) 0.75% if the used portion of the aggregate commitments is greater than 40% and less than or equal to 65% or (iii) 0.50% if the used portion of the aggregate commitments is greater than 65%. The ING Credit Facility provides that the Company may use the proceeds of the facility for general corporate purposes, including making investments in accordance with the Company’s investment objective and strategy.
Borrowings under the Revolving Credit Agreement are subject to, among other things, a minimum borrowing base. Substantially all of the Company’s assets are pledged as collateral under the Revolving Credit Agreement. The ING Credit Facility requires the Company to, among other things (i) make representations and warranties regarding the collateral as well the Company’s business and operations, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants. The documents for the Revolving Credit Agreement also include default provisions, such as the failure to make timely payments under the Revolving Credit Agreement, the occurrence of a change in control, and the failure by the Company to materially perform under the operative agreements governing the Revolving Credit Agreement, which, if not complied with, could accelerate repayment under the Revolving Credit Agreement, thereby materially and adversely affecting the Company’s liquidity, financial condition and results of operations.
In connection with the security interest established under the Security Agreement, the Company, ING Capital LLC, in its capacity as collateral agent, and State Street Bank and Trust Company, in its capacity as the Company’s custodian, entered into a control agreement dated as of December 4, 2013, in order to, among other things, perfect the security interest granted pursuant to the Security Agreement in, and provide for control over, the related collateral.
As of December 31, 2018 and 2017, the carrying amount of the Company’s borrowings under the ING Credit Facility approximated their fair value. The fair value of the Company’s debt obligation is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s borrowing under the ING Credit Facility is estimated based

F- 54


upon market interest rates of the Company’s borrowing or entities with similar credit risk, adjusted for nonperformance risk, if any. As of December 31, 2018 and 2017, the ING Credit Facility would be deemed to be Level 3, as defined in Note 4.
As of December 31, 2018 and 2017, $1,419,794 and $2,275,481, respectively, of financing costs related to the ING Credit Facility have been capitalized and are being amortized over the respective terms. The following table shows additional information about the interest and financing costs related to the ING Credit Facility for the years ended December 31, 2018 and 2017 and 2016:
 
 
For the year ended December 31,
 
 
2018
 
2017
 
2016
Interest expense related to the ING Credit Facility
 
$
7,071,689

 
$
5,895,421

 
$
4,108,157

Financing expenses related to the ING Credit Facility
 
930,686

 
898,786

 
734,610

Total interest and financing expenses related to the ING Credit Facility
 
$
8,002,375

 
$
6,794,207

 
$
4,842,767

 
 
 
 
 
 
 
Weighted average outstanding debt balance of the ING Credit Facility
 
$
143,142,466

 
$
146,657,534

 
$
109,931,694

Weighted average interest rate of the ING Credit Facility
 
4.9
%
 
4.0
%
 
3.7
%
Alpine Credit Facility
On September 29, 2017, the Company’s wholly-owned, special purpose financing subsidiary, Alpine, amended its existing revolving credit facility (the “Alpine Credit Facility”) pursuant to an Amended and Restated Loan Agreement (the “Amendment”) with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender, the Financing Providers from time to time party thereto, SIC Advisors, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto (the “Loan Agreement”). The Loan Agreement was amended to, among other things, (i) extend the reinvestment period until December 29, 2020, (ii) extend the scheduled termination date until March 29, 2022, (iii) decrease the applicable margin for advances to 2.85% per annum and (iv) increase the compliance condition for net advances to 55% of net asset value. Alpine’s obligations to JPMorgan under the Alpine Credit Facility are secured by a first priority security interest in substantially all of the assets of Alpine, including its portfolio of loans. The obligations of Alpine under the Alpine Credit Facility are non-recourse to the Company.
The Alpine Credit Facility provides for borrowings in an aggregate principal amount up to $300,000,000 on a committed basis. Borrowings under the Alpine Credit Facility are subject to compliance with a NAV coverage ratio with respect to the current value of Alpine’s portfolio and various eligibility criteria must be satisfied with respect to the initial acquisition of each loan in Alpine’s portfolio. Any amounts borrowed under the Alpine Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on March 29, 2022.
Pricing under the Alpine Credit Facility for each one month calculation period is based on LIBOR for an interest period of one month, plus a spread of 2.85% per annum. If LIBOR is unavailable, pricing will be determined at the prime rate offered by JPMorgan or the federal funds effective rate, plus a spread of 2.85% per annum. Interest is payable monthly in arrears. Alpine is also required to pay a commitment fee of 1.00% on the average daily unused amount of the financing commitments to the extent that $300,000,000 has not been borrowed.
Borrowings of Alpine are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act, applicable to BDCs.
Pursuant to a Sale and Contribution Agreement entered into between the Company and Alpine (the “Sale Agreement”) in connection with the Alpine Credit Facility, the Company may sell loans or contribute cash or loans to Alpine from time to time and will retain a residual interest in any assets contributed through its ownership of Alpine or will receive fair market value for any assets sold to Alpine. In certain circumstances the Company may be required to repurchase certain loans sold to Alpine. In addition to the acquisition of loans pursuant to the Sale Agreement, Alpine may purchase additional assets from various sources. Alpine has appointed SIC Advisors to manage its portfolio of assets pursuant to the terms of a Portfolio Management Agreement between SIC Advisors and Alpine.
As of December 31, 2018, the carrying amount of the Company’s borrowings under the Alpine Credit Facility approximated the fair value of the Company’s debt obligation. The fair value of the Company’s debt obligation is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s borrowings under the Alpine Credit Facility is estimated based upon market interest rates of the Company’s borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of December 31, 2018, the Alpine Credit Facility would be deemed to be Level 3, as defined in Note 4.

F- 55


As of December 31, 2018 and 2017, $2,041,192 and $3,011,446, respectively, of financing costs related to the Alpine Credit Facility has been capitalized and is being amortized over the respective terms. The following table shows additional information about the interest and financing costs related to the Alpine Credit Facility for the years ended December 31, 2018 and 2017 and 2016:
 
 
For the year ended December 31,
 
 
2018
 
2017
 
2016
Interest expense related to the Alpine Credit Facility
 
$
12,383,653

 
$
10,782,028

 
$
9,385,617

Financing expenses related to the Alpine Credit Facility
 
970,254

 
682,321

 
584,043

Total interest and financing expenses related to the Alpine Credit Facility
 
$
13,353,907

 
$
11,464,349

 
$
9,969,660

 
 
 
 
 
 
 
Weighted average outstanding debt balance of the Alpine Credit Facility
 
$
240,676,712

 
$
242,547,945

 
$
240,000,000

Weighted average interest rate of the Alpine Credit Facility
 
5.1
%
 
4.4
%
 
3.8
%
Note 7. Agreements

Investment Advisory Agreement
On April 5, 2012, the Company entered into an investment advisory agreement (“IAA”) with SIC Advisors to manage the Company’s investment activities. The IAA became effective as of April 17, 2012, the date that the Company met its minimum offering requirement. Pursuant to the 1940 Act, the initial term of the IAA was for two years from its effective date, with one-year renewals subject to approval by the Company’s board of directors, a majority of whom must be independent directors. Most recently, on March 8, 2018, the Company’s board of directors approved the renewal of the IAA for an additional one-year term at an in-person meeting. Pursuant to the IAA, SIC Advisors implements the Company’s business strategy on a day-to-day basis and performs certain services for the Company, subject to oversight by the Company’s board of directors. SIC Advisors is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investment transactions, asset sales, financings and performing asset management duties. Under the IAA, the Company has agreed to pay SIC Advisors a management fee for investment advisory and management services consisting of a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of 1.75% of the Company’s gross assets payable quarterly in arrears. For purposes of calculating the base management fee, the term “gross assets” includes any assets acquired with the proceeds of leverage. “Gross assets” also includes any cash collateral posted with respect to the TRS, adjusted for realized and unrealized appreciation. For the first quarter of the Company’s operations, the base management fee was calculated based on the initial value of the Company’s gross assets. Subsequently, the base management fee is calculated based on the gross assets at the end of each completed calendar quarter. Base management fees for any partial quarter are appropriately pro-rated. For the years ended December 31, 2018, 2017 and 2016, the Company recorded an expense for base management fees of $19,011,460, $21,233,065 and $19,928,802, respectively, of which $4,491,234 and $5,196,997 were payable at December 31, 2018 and 2017, respectively.
The incentive fee consists of the following two parts:
An incentive fee on net investment income (“Subordinated Incentive Fee on Income”) is calculated and payable quarterly in arrears and is based upon pre-incentive fee net investment income for the immediately preceding quarter. No Subordinated Incentive Fee on Income is payable in any calendar quarter in which pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on the Company’s net assets at the end of the immediately preceding fiscal quarter (the “Preferred Quarterly Return”). All pre-incentive fee net investment income, if any, that exceeds the Preferred Quarterly Return, but is less than or equal to 2.1875% of net assets at the end of the immediately preceding fiscal quarter in any quarter, will be payable to SIC Advisors. The Company refers to this portion of its Subordinated Incentive Fee on Income as the “Catch Up”. It is intended to provide an incentive fee of 20% on pre-incentive fee net investment income when pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter in any quarter. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter, the Subordinated Incentive Fee on Income shall equal 20% of the amount of pre-incentive fee net investment income, because the Preferred Quarterly Return and Catch Up will have been achieved. There is no incentive fee on net investment income earned on the TRS.
For the years ended December 31, 2018, 2017 and 2016, the Company recorded incentive fees of $0, $4,700,177 and $9,281,479, respectively. As of December 31, 2018 and 2017, the Company recorded incentive fees payable of $0 and $2,827,372, respectively. During the quarter ended December 31, 2018, the Company reversed incentive fee expenses from the quarter ended September 30, 2018 and recorded a receivable of $446,703 from SIC Advisors on the Consolidated Statements of Assets and Liabilities within prepaid expenses and other assets.
A capital gains incentive fee will be earned on realized investments and shall be payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. If the Investment Advisory Agreement is terminated, the fee will

F- 56


also become payable as of the effective date of such termination. The fee equals 20% of the realized capital gains, less the aggregate amount of any previously paid capital gains incentive fees. The incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.
Under GAAP, the Company calculates capital gains incentive fees as if the Company had realized all assets at their fair values and liabilities at their settlement amounts as of the reporting date. GAAP requires that the capital gains incentive fee accrual assume the cumulative aggregate unrealized capital appreciation is realized, even though such unrealized capital appreciation is not payable under the Investment Advisory Agreement. Accordingly, the Company accrues a provisional capital gains incentive fee taking into account any unrealized gains or losses. There can be no assurance that such unrealized capital appreciation will be realized in the future and that the provisional capital gains incentive fee will become payable.
For the years ended December 31, 2018, 2017 and 2016, the Company recorded no capital gains incentive fee and no capital gains incentive fee were payable.
In the event that other organizational and offering expenses exceed 5.25% of the gross proceeds from the sale of shares of the Company’s common stock pursuant to its public offering or one or more private offerings at the time of the completion of the offering or other organizational and offering expenses, together with selling commissions, dealer manager fees and any discounts paid to members of the Financial Industry Regulatory Authority, exceed 15% of the gross proceeds from the sale of shares of the Company’s common stock pursuant to its public offering or one or more private offerings at the time of the completion of the offering, then SIC Advisors shall be required to pay without reimbursement from the Company, or, if already paid by the Company, reimburse the Company, for amounts exceeding such 5.25% and 15% limit, as appropriate.
Administration Agreement
On April 5, 2012, the Company entered into an administration agreement (the “Administration Agreement”) with Medley Capital LLC, pursuant to which Medley Capital LLC furnishes the Company with administrative services necessary to conduct its day-to-day operations. On February 28, 2013, Medley Capital LLC entered into a Sub-Administration Agreement with State Street Bank Global Fund Accounting and Custody to perform certain financial, accounting, administrative and other services on behalf of the Company. On March 8, 2018, the Company’s board of directors approved the renewal of the Administration Agreement for an additional one-year term at an in-person meeting. Medley Capital LLC is reimbursed for administrative expenses it incurs on the Company’s behalf in performing its obligations. Such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other reasonable methods. The Company does not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC. For the years ended December 31, 2018, 2017 and 2016, the Company recorded an expenses of $2,699,176, $3,029,745 and $2,847,745, respectively, relating to administrator expenses. As of December 31, 2018 and 2017, the Company had $689,711 and $695,777, respectively, in administrator fees payable.
Expense Support and Reimbursement Agreement
From June 29, 2012 through December 31, 2016, the Company was party to an Expense Support and Reimbursement Agreement with SIC Advisors (the “Expense Support Agreement”). During the term of the Expense Support Agreement, SIC Advisors reimbursed the Company for operating expenses in an amount equal to the difference between the Company’s distributions paid to its stockholders in each month, less the sum of the Company’s net investment income, net realized capital gains and dividends paid to the Company from its portfolio companies, not included in net income and net realized capital gains, during such period (“Expense Support Reimbursement”). To the extent that no dividends or other distributions were paid to the Company’s stockholders in any given month, then the Expense Support Reimbursement for such month was equal to such amount necessary in order for available operating funds for the month to equal zero. From April 1, 2016 until the expiration of the Expense Support Agreement on December 31, 2016, SIC Advisors made expense support payments on a discretionary basis by making an election on the last day of each month to fund an expense support payment in an amount equal to the difference between the Company’s distributions paid to stockholders during such month less the sum of the Company’s net investment income, net realized capital gains and dividends paid to the Company from its portfolio companies, not included in net income and net realized capital gains during such period.
The purpose of the Expense Support Agreement was to cover distributions to stockholders so as to ensure that the distributions did not constitute a return of capital for GAAP purposes and to reduce operating expenses until the Company had raised sufficient capital to be able to absorb such expenses. The Expense Support Agreement expired on December 31, 2016.
Pursuant to the Expense Support Agreement, the Company will reimburse SIC Advisors for expense support payments it previously made following any calendar quarter for which the Company received net investment income, net realized capital gains and dividends from its portfolio companies (not included in net income and net realized capital gains) in excess of the distributions paid to the Company’s stockholders during such calendar quarter (the “Excess Operating Funds”). Any such reimbursement will be made within three years of the date that the expense support payment obligation was incurred by SIC Advisors, subject to the conditions described below. The amount of the reimbursement during any calendar quarter will equal the lesser of (i) the Excess Operating Funds received

F- 57


during the quarter and (ii) the aggregate amount of all expense payments made by SIC Advisors that have not yet been reimbursed. In addition, the Company will only make reimbursement payments to the extent its current annualized “operating expense ratio” (as described in footnote 1 to the table below) is equal to or less than its operating expense ratio for the quarter during which the corresponding expense obligation was incurred and to the extent the annualized rate of its regular cash dividends to the Company’s stockholders for the month is equal to or greater than the annualized rate of the Company’s regular cash distributions to stockholders for the month during which the corresponding expense payment was incurred.
For the years ended December 31, 2018, 2017 and 2016, the Company recorded net Expense Support Reimbursements of $0, $0 and $16,093,129, respectively, on the Consolidated Statements of Operations. Repayments of amounts paid by SIC Advisors to the Company under the Expense Support Agreement will be accrued as they become probable and estimable. The Company refers to Expense Support Reimbursements that are eligible for reimbursement to SIC Advisors by virtue of having satisfied the conditions described above as a “Crystalized Reimbursement.” As of December 31, 2018 and 2017, the Company recorded no Crystalized Reimbursements. As of December 31, 2018, 2017 and 2016, the total amounts eligible for reimbursement of the Company to SIC Advisors net of Crystalized Reimbursements was $16,228,913, $24,973,540 and $31,474,331, respectively.

The following table provides information regarding liabilities incurred by SIC Advisors pursuant to the Expense Support Agreement as well as other information relating to the Company’s ability to reimburse SIC Advisors for such payments:
Quarter Ended
 
Amount of Expense Payment Obligation
 
Amount Repaid to SIC Advisors
 
Operating Expense Ratio(1)
 
Annualized Distribution Rate(2)
 
Eligible to be  Repaid Through
March 31, 2014(3)
 
$
1,313,470

 
$
135,784

 
0.45
%
 
7.80
%
 
March 31, 2017
June 30, 2014(3)
 
2,143,066

 
—

 
0.38
%
 
7.80
%
 
June 30, 2017
September 30, 2014(3)
 
1,717,593

 
123,025

 
0.38
%
 
7.77
%
 
September 30, 2017
December 31, 2014(3)
 
1,585,471

 
—

 
0.47
%
 
8.00
%
 
December 31, 2017
March 31, 2015(3)
 
1,993,518

 
—

 
0.43
%
 
8.00
%
 
March 31, 2018
June 30, 2015(3)
 
2,148,462

 
—

 
0.31
%
 
8.00
%
 
June 30, 2018
September 30, 2015(3)
 
627,752

 
—

 
0.32
%
 
8.25
%
 
September 30, 2018
December 31, 2015(3)
 
3,974,895

 
—

 
0.40
%
 
8.65
%
 
December 31, 2018
March 31, 2016
 
5,204,896

 
—

 
0.37
%
 
8.89
%
 
March 31, 2019
June 30, 2016
 
5,634,390

 
—

 
0.29
%
 
8.89
%
 
June 30, 2019
September 30, 2016
 
5,389,627

 
—

 
0.45
%
 
8.84
%
 
September 30, 2019

(1)
“Operating Expense Ratio” is as of the date the expense support payment obligation was incurred by the Company’s Advisor and includes all expenses borne by the Company, except for organizational and offering expenses, base management and incentive fees owed to SIC Advisors, and interest expense, as a percentage of net assets.
(2)
“Annualized Distribution Rate” equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid immediately prior to the date the expense support payment obligation was incurred by SIC Advisors. “Annualized Distribution Rate” does not include special cash or stock distributions paid to stockholders.
(3)
The unreimbursed part of the expense payment obligation has expired as of December 31, 2018.

Note 8. Related Party Transactions

On October 19, 2011, SIC Advisors entered into a subscription agreement to purchase 110.80 shares of common stock for cash consideration of $1,000. The consideration represents $9.025 per share.

On April 17, 2012, SIC Advisors purchased 1,108,033.24 shares of our common stock for aggregate gross proceeds of $10,000,000. The consideration represents $9.025 per share.

We have entered into an Investment Advisory Agreement with SIC Advisors in which our senior management holds an equity interest and were party to the Expense Support Agreement through December 31, 2016. Members of our senior management also serve as principals of other investment managers affiliated with SIC Advisors that do, and may in the future, manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.

We have entered into an Administration Agreement with Medley Capital LLC, pursuant to which Medley Capital LLC furnishes us with administrative services necessary to conduct our day-to-day operations. Medley Capital LLC is reimbursed for administrative expenses it incurs on our behalf. We do not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC. Medley Capital LLC is an affiliate of SIC Advisors.


F- 58


The dealer manager agreement that we entered into with SC Distributors, LLC in connection with our offering was terminated pursuant to its terms in connection with the termination of our offering, effective as of July 31, 2018.

On August 9, 2018, the Company entered into the MCC Merger Agreement pursuant to which MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving company in the MCC Merger Agreement. Under the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC Merger effective time, other than shares of MCC common stock held by MCC, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of the Company’s common stock. In addition, on August 9, 2018, the Company entered into the MDLY Merger Agreement, pursuant to which MDLY will on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the MDLY Merger Agreement. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of the Company’s common stock; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s stockholders will have the right to receive certain dividends and/or other payments. The Mergers will occur simultaneously and, as a result of the foregoing, the investment management function relating to the operation of the Company, as the surviving company in the Mergers, will be internalized.

The Mergers are subject to the satisfaction or waiver of closing conditions, including, but not limited to: (a) the approval of the MCC Merger and the MDLY Merger by the Company’s stockholders by the affirmative vote of at least a majority of all its stockholders, the approval of the adoption of the MCC Merger Agreement by MCC’s stockholders, and the approval of the adoption of the MDLY Merger Agreement by MDLY’s stockholders, voting separately at their respective special meetings; (b) the receipt of an exemptive order from the SEC, an exemptive application for which has been filed by the Company, MCC and MDLY and certain of their subsidiaries; and (c) the approval by the SBA relating to the transfer of MCC’s Small Business Investment Company license. No assurance can be given that such SEC exemptive order will be issued or SBA approval will be received or that any of the other closing conditions will be satisfied or waived.

We have entered into a license agreement with SIC Advisors under which SIC Advisors has agreed to grant us a non-exclusive, royalty-free license to use the name “Sierra” for specified purposes in our business. Under this license agreement, we will have a right to use the “Sierra” name, subject to certain conditions, for so long as SIC Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the “Sierra” name.

Opportunities for co-investments may arise when SIC Advisors or an affiliated adviser becomes aware of investment opportunities that may be appropriate for the Company and other clients or affiliated funds. The Company obtained an exemptive order from the SEC on November 25, 2013 (the “Prior Exemptive Order”). On March 29, 2017, the Company, SIC Advisors and certain other affiliated funds and investment advisers received an exemptive order (the "Exemptive Order") that supersedes the Prior Exemptive Order and allows affiliated registered investment companies to participate in co-investment transactions with us that would otherwise have been prohibited under Section 17(d) and 57(a)(4) and Rule 17d-1. On October 4, 2017, the Company, SIC Advisors and certain of our affiliates received an exemptive order that supersedes the Exemptive Order (the “Current Exemptive Order”) and allows, in addition to the entities already covered by the Exemptive Order, Medley LLC and its subsidiary, Medley Capital LLC, to the extent they hold financial assets in a principal capacity, and any direct or indirect, wholly- or majority-owned subsidiary of Medley LLC that is formed in the future, to participate in co-investment transactions with us that would otherwise be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act. If the Mergers are successfully consummated, the Company and certain of its affiliates will not be able to rely on the Current Exemptive Order. In this regard, on November 19, 2018, the Company and certain of its affiliates submitted an exemptive application to the SEC for an exemptive order that would supersede the Current Exemptive Order (the “Superseding Exemptive Order”) and would permit the Company to participate in negotiated co-investment transactions with certain affiliates that would otherwise be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act. There can be no assurance if and when the Company will receive the Superseding Exemptive Order. The terms of the Superseding Exemptive Order, if received, would be substantially similar to the Current Exemptive Order. Co-investment under the Superseding Exemptive Order is subject to certain conditions therein, including the condition that, in the case of each co-investment transaction, the board of directors determines that it would be in the Company’s best interest to participate in the transaction. The Current Exemptive Order will remain in effect unless and until the Mergers are completed and the Superseding Exemptive Order is granted by the SEC. However, neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.

F- 59


Note 9. Directors Fees

Effective January 1, 2017, each independent director will be compensated as follows: (i) an annual retainer of $85,000; (ii) a fee of $3,000 for each in-person board meeting in which they participate; (iii) a fee of $1,000 for each telephonic board meeting in which they participate; (iv) a fee of $2,500 for each in-person audit committee meeting in which they participate; (v) a fee $1,000 for each telephonic audit committee meeting in which they participate; (vi) a fee of $2,000 for each in-person nominating and corporate governance committee meeting in which they participate; and (vii) a fee of $1,000 for each telephonic nominating and corporate governance committee meeting in which they participate. In addition, each independent director will be reimbursed for reasonable and documented out-of-pocket expenses incurred in connection with attending each board or committee meeting. In addition, the Chair of the audit committee receives an annual retainer of $15,000, while the Chair of any other committee receives an annual retainer of $5,000. The Lead Independent Director receives an annual retainer of $10,000.

Prior to January 1, 2017, each independent director received an annual retainer fee of $50,000, and further received a fee of $4,000 ($2,000 for telephonic attendance) for each regularly scheduled board meeting attended, a fee of $2,000 for each special board meeting and all committee meetings attended, as well as reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with attending each board or committee meeting.

In addition, the Board established a special committee comprised solely of its independent directors (the “Sierra Special Committee”), for the purpose of assessing the merits of various business proposals. On January 26, 2018, the Board approved (i) a monthly fee of $15,000 payable to the Chairman of the Sierra Special Committee, (ii) a monthly fee of $10,000 payable to each of the other members of the Sierra Special Committee, and (iii) reimbursement for all out-of-pocket expenses incurred by the members of the Sierra Special Committee in connection with his services as a member of the Special Committee consistent with the Company’s policies for reimbursement of members of the Board. On July 2, 2018, the Board approved an increase in the monthly fee payable to the members of the Sierra Special Committee. Effective July 1, 2018, the monthly fee payable to the Chairman of the Sierra Special Committee was increased to $20,000 and a monthly fee payable to each of the other members of the Sierra Special Committee was increased to $15,000.

For the years ended December 31, 2018, 2017 and 2016, the Company recorded directors' fees expenses in General and Administrative expenses on the Consolidated Statements of Operations of $968,500, $390,500 and $285,972, respectively, of which no amount was payable at December 31, 2018, 2017 and 2016, respectively.
Note 10. Earnings Per Share

In accordance with the provisions of ASC Topic 260 - Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the years ended December 31, 2018, 2017 and 2016: 
 
2018
 
2017
 
2016
Net increase/(decrease) in net assets from operations
$
(28,477,636
)
 
$
12,505,156

 
$
69,328,795

Weighted average common stock outstanding
97,404,685

 
96,248,024

 
90,424,090

Weighted average basic and diluted earnings/(loss) per common share
$
(0.29
)
 
$
0.13

 
$
0.77

Note 11. Commitments

As of December 31, 2018 and 2017, the Company had $49,555,687 and $74,816,205, respectively, of unfunded commitments under loan and financing agreements. These amounts are primarily composed of commitments for senior secured term loans, revolvers, and additional capital contributions for the Sierra JV. The unrealized gain or loss associated with unfunded commitments is recorded in the financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedule of Investments. The par amount of the unfunded commitments are not recognized by the Company until the commitment is funded.
 

F- 60


 
As of December 31,
 
2018
 
2017
1888 Industrial Services, LLC
$
566,007

 
$
440,227

AAAHI Acquisition Corporation
1,597,633

 
1,700,234

Access Media Holdings, LLC
88,200

 
93,800

Alpine SG, LLC
1,000,000

 
2,857,143

Barry's Bootcamp Holdings, LLC
3,668,571

 
7,028,571

Black Angus Steakhouses, LLC
4,352,679

 
3,571,429

Brook & Whittle Holding Corp.
—

 
708,215

Central States Dermatology Services, LLC
314,351

 
459,738

Charming Charlie LLC
2,252,279

 
1,215,520

Covenant Surgical Partners, Inc.
—

 
1,317,436

CP Opco, LLC
—

 
348,265

DataOnline Corp.
1,180,000

 
—

Dynamic Energy Services International LLC
1,753,323

 
—

Elite Comfort Solutions LLC
2,499,293

 
3,238,955

Engineered Machinery Holdings, Inc.
—

 
38,298

Impact Group, LLC
—

 
1,347,656

IOP Monroe Acquisition, Inc.
—

 
2,500,000

Isola USA Corp.
1,138,277

 
—

Manna Pro Products, LLC
325,000

 
833,333

MCM 500 East Pratt Holdings, LLC
—

 
4,544,129

Nuspire, LLC
—

 
2,500,000

Path Medical, LLC
393,600

 
—

PT Network, LLC
4,437,433

 
4,437,433

Redwood Services Group, LLC
1,725,000

 
—

RMS Holding Company, LLC
264,454

 
2,737,407

SavATree, LLC
158,889

 
361,111

SFP Holdings, Inc.
2,863,985

 
3,722,222

Sierra Senior Loan Strategy JV I LLC
4,200,000

 
7,683,750

Simplified Logistics, LLC
5,000,000

 
5,596,243

Smart Financial Operations, LLC
—

 
6,300,000

Smile Doctors LLC
4,305,655

 
3,764,032

SRS Software, LLC
5,000,000

 
5,000,000

TwentyEighty, Inc.
471,058

 
471,058

Total Commitments
$
49,555,687

 
$
74,816,205

Note 12. Fee Income

Fee income consists of origination fees, amendment fees, prepayment fees, administrative agent fees and other miscellaneous fees. Origination fees, prepayment fees, amendment fees, and other similar fees are non-recurring fee sources. Such fees are received on a transaction by transaction basis and do not constitute a regular stream of income. The following table shows the Company’s fee income for the years ended December 31, 2018, 2017 and 2016:
 
2018
 
2017
 
2016
Origination fee
$
2,583,089

 
$
5,017,842

 
$
3,109,643

Prepayment fee
420,667

 
1,159,434

 
4,384,637

Amendment fee
376,292

 
1,078,410

 
1,000,804

Administrative agent fee
146,961

 
130,659

 
82,998

Other fees
21,371

 
17,092

 
125,814

Total fee income
$
3,548,380

 
$
7,403,437

 
$
8,703,896


F- 61


Note 13. Distributions and Share Repurchase Program Distributions

Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Company’s board of directors.
The Company has adopted an “opt in” distribution reinvestment plan (“DRIP”) pursuant to which the Company’s common stockholders may elect to have the full amount of any cash distributions reinvested in additional shares of the Company’s common stock. On June 30, 2017, the Board approved an amendment to the DRIP, pursuant to which the number of newly-issued shares of the Company’s common stock to be issued to a participating stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price equal to 94.5%, rather than 90%, of the Company’s then current offering price. The Company amended the DRIP as a result of the Company’s revised fee structure, which went into effect on June 16, 2017. Under the Company’s revised fee structure the upfront selling commission was reduced from 7.00% of gross proceeds to up to 3.00% of gross proceeds and the dealer manager fee was reduced from 2.75% of gross proceeds to up to 2.50% of gross proceeds. If the Company declares a cash dividend or other distribution, each stockholder that has “opted in” to the DRIP will have their distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions. For the year ended December 31, 2018, the Company distributed a total of $62,256,547, of which $36,397,238 was in cash and $25,859,309 was in the form of common stock associated with the DRIP. For the year ended December 31, 2017, the Company distributed a total of $61,549,954, of which $33,728,836 was in cash and $27,821,118 was in the form of common stock associated with the DRIP. For the year ended December 31, 2016, the Company distributed a total of $68,596,940, of which $36,118,048 was in cash and $32,478,892 was in the form of common stock associated with the DRIP.
The following table reflects the cash distributions per share that the Company has declared or paid to its stockholders during 2018 and 2017. Stockholders of record as of each respective semi-monthly record date were entitled to receive the distribution.  
Record Date
 
Payment Date
 
Amount per share
January 13 and 31, 2017
 
January 31, 2017
 
$
0.02667

February 15 and 28, 2017
 
February 28, 2017
 
0.02667

March 15 and 31, 2017
 
March 31, 2017
 
0.02667

April 14 and 28, 2017
 
April 28, 2017
 
0.02667

May 15 and 31, 2017
 
May 31, 2017
 
0.02667

June 15 and 30, 2017
 
June 30, 2017
 
0.02667

July 14 and 31, 2017
 
July 31, 2017
 
0.02667

August 15 and 31, 2017
 
August 31, 2017
 
0.02667

September 15 and 29, 2017
 
September 29, 2017
 
0.02667

October 13 and 31, 2017
 
October 31, 2017
 
0.02667

November 15 and 30, 2017
 
November 30, 2017
 
0.02667

December 15 and 29, 2017
 
December 29, 2017
 
0.02667

January 15 and 31, 2018
 
January 31, 2018
 
0.02667

February 15 and 28, 2018
 
February 28, 2018
 
0.02667

March 15 and 30, 2018
 
March 30, 2018
 
0.02667

April 13 and 30, 2018
 
April 30, 2018
 
0.02667

May 15 and 31, 2018
 
May 31, 2018
 
0.02667

June 15 and 29, 2018
 
June 29, 2018
 
0.02667

July 13 and 31, 2018
 
July 31, 2018
 
0.02667

August 15 and 31, 2018
 
August 31, 2018
 
0.02667

September 14 and 28, 2018
 
September 28, 2018
 
0.02667

October 15 and 31, 2018
 
October 31, 2018
 
0.02667

November 15 and 30, 2018
 
November 30, 2018
 
0.02667

December 14 and 31, 2018
 
December 31, 2018
 
0.02667


The Company’s distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Company for investment. Any capital returned to stockholders through distributions will be distributed after payment of fees and expenses.
The Company’s previous distributions to stockholders may have been funded from temporary Expense Support Reimbursements that may be subject to repayment to SIC Advisors. The portion of these distributions derived from temporary Expense Support Reimbursements were not based on the Company's investment performance and may not continue in the future. If SIC Advisors had

F- 62


not agreed to make Expense Support Reimbursements, these distributions would have come from paid-in-capital. The repayments of eligible reimbursements owed to SIC Advisors will reduce the future distributions to which stockholders would otherwise be entitled. The Expense Support Agreement expired on December 31, 2016. The Company's contingent obligation to repay eligible reimbursements to SIC Advisors will expire on September 30, 2019. See Note 7 for more information.
The determination of the tax attributes (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of paid-in-capital surplus which is a nontaxable distribution) of distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income earned and distributions paid during the fiscal year.
Share Repurchase Program
In June 2013, the Company commenced a share repurchase program pursuant to which it conducted quarterly share repurchases of up to 2.5% of the weighted average number of outstanding shares of its common stock in the prior four calendar quarters or 10% of the weighted average number of outstanding shares in the prior 12-month period. In connection with the Mergers, the Company suspended the Share Repurchase Program. The purpose of the share repurchase program was to allow stockholders to sell their shares back to the Company at a price equal to the most recently disclosed NAV per share of the Company's common stock immediately prior to the date of repurchase. Shares were purchased from stockholders participating in the program on a pro-rata basis. Unless the Company's board of directors determined otherwise, the number of shares repurchased during any calendar year were limited to the proceeds received in association with the sale of shares of common stock under the distribution reinvestment plan.
The following table reflects activity under the Company’s Share Repurchase Program:
Offer Date
 
Quantity Offered
 
Price per Share
 
Repurchase Date
 
Repurchase Quantity
6/4/2013
 
16,652

 
$
9.18

 
—

 
—

8/8/2013
 
32,627

 
9.13

 
9/27/2013

 
3,642

11/7/2013
 
60,966

 
9.14

 
12/19/2013

 
5,826

3/12/2014
 
120,816

 
9.18

 
4/25/2014

 
9,835

5/6/2014
 
199,476

 
9.20

 
6/13/2014

 
17,777

8/5/2014
 
294,068

 
9.25

 
9/12/2014

 
35,887

11/5/2014
 
411,894

 
9.22

 
12/24/2014

 
411,894

3/4/2015
 
535,571

 
8.97

 
4/24/2015

 
68,472

5/6/2015
 
620,420

 
8.98

 
6/24/2015

 
90,916

8/5/2015
 
727,654

 
8.96

 
9/29/2015

 
328,353

11/3/2015
 
853,688

 
8.56

 
12/23/2015

 
285,559

3/2/2016
 
959,436

 
8.16

 
4/29/2016

 
959,436

5/5/2016
 
1,005,447

 
8.04

 
6/30/2016

 
855,215

8/4/2016
 
1,048,412

 
8.11

 
9/28/2016

 
1,048,407

11/25/2016
 
1,077,370

 
8.14

 
12/27/2016

 
1,077,352

4/4/2017
 
871,815

 
8.17

 
5/4/2017

 
871,806

5/23/2017
 
876,277

 
8.10

 
6/23/2017

 
876,254

8/24/2017
 
870,360

 
8.02

 
9/25/2017

 
870,337

11/22/2017
 
873,974

 
7.89

 
12/22/2017

 
873,932

3/27/2018
 
895,070

 
7.66

 
5/8/2018

 
895,036

5/21/2018
 
890,089

 
7.49

 
6/29/2018

 
890,048

In the event of the death or disability of a stockholder, the Company will repurchase the shares held by such stockholder at a price equal to the NAV per share of our shares as disclosed in the periodic report the Company files with the SEC immediately following the date of the death or disability of such stockholder. The Company's board of directors has the right to suspend or terminate repurchases due to death or disability to the extent that it determines that it is in the Company's best interest to do so. In connection
with the Mergers, the Company suspended repurchases due to death or disability. During the years ended December 31, 2018, 2017 and 2016, the Company repurchased 263,737, 179,438 and 5,355 shares, respectively, of certain shareholders due to death or disability.

F- 63


Note 14. Financial Highlights

The following is a schedule of financial highlights of the Company for the years ended December 31, 2018, 2017, 2016, 2015 and 2014:
 
For the years ended December 31,
 
2018
 
2017
 
2016
 
2015
 
2014
Per Share Data:(1)
Net asset value at beginning of period
$
7.66

 
$
8.17

 
$
8.16

 
$
8.97

 
$
9.18

Net investment income/(loss)
0.48

 
0.55

 
0.66

 
0.66

 
0.55

Net realized gains/(losses) on investments and total return swap
(0.59
)
 
(0.27
)
 
(0.15
)
 
0.16

 
0.20

Net unrealized appreciation/(depreciation) on investments and total return swap
(0.18
)
 
(0.14
)
 
0.25

 
(0.96
)
 
(0.35
)
Net increase/(decrease) in net assets
(0.29
)
 
0.14

 
0.76

 
(0.14
)
 
0.40

Distributions from return of capital
—

 
—

 
—

 
—

 
(0.19
)
Distributions from earnings(2)
(0.64
)
 
(0.64
)
 
(0.76
)
 
(0.80
)
 
(0.61
)
Total distributions to shareholders
$
(0.64
)
 
$
(0.64
)
 
$
(0.76
)
 
$
(0.80
)
 
$
(0.80
)
Issuance of common shares above net asset value(3)
(0.01
)
 
(0.01
)
 
0.01

 
0.13

 
0.19

Net asset value at end of period
$
6.72

 
$
7.66

 
$
8.17

 
$
8.16

 
$
8.97

Total return based on net asset value(4)(5)
(4.04
)%
 
1.53
%
 
9.87
%
 
(0.46
)%
 
6.48
 %
Portfolio turnover rate
23.42
 %
 
36.31
%
 
26.33
%
 
23.66
 %
 
37.17
 %
Shares outstanding at end of period
98,502,907

 
96,620,231

 
94,666,418

 
82,623,649

 
54,260,324

Net assets at end of period
$
662,080,199

 
$
739,986,569

 
$
773,113,087

 
$
674,124,099

 
$
486,519,913

Ratio/Supplemental Data:
 
 
 
 
 
 
 
 
 
Ratio of net investment income to average net assets(5)
6.62
%
 
6.84
%
 
8.20
%
 
7.57
 %
 
6.09
 %
Ratio of net expenses (including incentive fees) to average net assets(5)
7.15
 %
 
7.13
%
 
5.44
%
 
6.37
 %
 
6.17
 %
Ratio of incentive fees to average net assets
—
 %
 
0.61
%
 
1.27
%
 
0.72
 %
 
(0.06
)%
Supplemental Data:
 
 
 
 
 
 
 
 
 
Asset coverage ratio per unit(6)
$
2,656

 
$
2,330

 
$
2,476

 
$
2,386

 
$
2,211

Percentage of non-recurring fee income(7)
3.63
 %
 
6.79
%
 
8.64
%
 
12.40
 %
 
20.10
 %
Ratio of net expenses (excluding incentive fees) to average net assets
7.15
 %
 
6.52
%
 
4.18
%
 
5.65
 %
 
6.23
 %
Ratio of interest and financing related expenses to average net assets (8)
3.03
 %
 
2.38
%
 
2.03
%
 
1.82
 %
 
0.98
 %
Total Debt Outstanding:(9)(10)
 
 
 
 
 
 
 
 
 
Revolving Credit Facility
$
355,000,000

 
$
435,000,000

 
$
390,000,000

 
$
385,000,000

 
$
236,500,000

Total Return Swap(11)
$
51,776,760

 
$
127,519,693

 
$
147,892,739

 
$
129,426,020

 
$
152,645,906


(1)
The per share data was derived by using the weighted average shares outstanding during the years ended December 31, 2018, 2017, 2016, 2015 and 2014 which were 97,404,685, 96,248,024, 90,424,090, 70,648,292, and 35,425,825, respectively.
(2)
The per share data for distributions is the actual amount of paid distributions per share during the period.
(3)
Shares issued under the DRIP (see Note 13) as well as the continuous issuance of common shares may cause on incremental increase/decrease in NAV per share due to the effect of issuing shares at amounts that differ from the prevailing NAV at each issuance.
(4)
Total annual returns are historical and assume reinvestments of all dividends and distributions at prices obtained under the Company’s dividend reinvestment plan, and no sales charge.
(5)
Total returns, ratios of net investment income and ratios of gross expenses to average net assets for the years ended December 31, 2016, 2015 and 2014 , prior to the effect of the Expense Support Agreement were as follows: total return 7.57%, (1.76)%, and 5.00% and ratio of net investment income: 8.32%, 6.54% and 4.51% and ratio of net expenses to average net assets: 7.76%, 7.39% and 7.87%, respectively.
(6)
Asset coverage per unit is the ratio of the carrying value of the Company's total consolidated assets for regulatory purposes, which includes the underlying fair value of net TRS, less all liabilities and indebtedness not represented by senior securities to the aggregate amount of Senior Securities representing indebtedness and the implied leverage on the TRS. Asset coverage per unit is expressed in terms of dollars per $1,000 of indebtedness. For the years ended December 31, 2018, 2017, 2016, 2015 and 2014 the Company's Asset Coverage Per Unit including unfunded commitments was $2,363, $2,054, $2,355, $2,318, and $2,141, respectively.
(7)
Represents the impact of non-recurring fees over total investment income.
(8)
The ratio of interest and financing related expenses to average net assets for the years ended December 31, 2016 and 2015 have been revised to include financing costs. The ratios were previously reported as 1.85% and 1.62%, respectively
(9)
Total amount of each class of senior securities outstanding at the end of the period excluding debt issuance costs.
(10)
Average market value per unit is not applicable as these classes of securities are not registered for public trading.
(11)
The TRS amount is comprised of the outstanding notional amount of the TRS, less the initial amount of any cash collateral required to be posted by Arbor under the TRS.

F- 64



Note 15. Selected Quarterly Financial Data (unaudited)
 
Quarter Ended
 
December 31, 2018
 
September 30,
2018
 
June 30,
2018
 
March 31,
2018
Total investment income
$
23,444,596

 
$
24,477,122

 
24,890,883

 
24,360,040

Total investment income per common share
0.24

 
0.25

 
0.26

 
0.25

Net investment income
10,696,360

 
12,357,369

 
12,260,712

 
11,414,345

Net investment income per common share
0.11

 
0.13

 
0.13

 
0.12

Net realized and unrealized gain/(loss)
(27,127,542
)
 
(18,063,473
)
 
(17,587,989
)
 
(12,427,418
)
Net realized and unrealized gain/(loss) per common share
(0.28
)
 
(0.19
)
 
(0.18
)
 
(0.13
)
Net increase/(decrease) in net assets resulting from operations
(16,431,182
)
 
(5,706,104
)
 
(5,327,277
)
 
(1,013,073
)
Basic and diluted earnings/(loss) per common share
(0.17
)
 
(0.06
)
 
(0.05
)
 
(0.01
)
Net asset value per common share at end of quarter
6.72

 
7.05

 
7.27

 
7.49

 
Quarter Ended
 
December 31, 2017
 
September 30,
2017
 
June 30,
2017
 
March 31,
2017
Total investment income
$
28,599,983

 
$
27,640,738

 
$
24,704,225

 
$
26,230,591

Total investment income per common share
0.30

 
0.29

 
0.26

 
0.28

Net investment income
13,146,818

 
13,501,720

 
12,109,185

 
13,745,747

Net investment income per common share
0.14

 
0.14

 
0.13

 
0.14

Net realized and unrealized gain/(loss)
(20,625,797
)
 
(10,113,346
)
 
(3,982,390
)
 
(5,276,781
)
Net realized and unrealized gain/(loss) per common share
(0.21
)
 
(0.10
)
 
(0.04
)
 
(0.06
)
Net increase/(decrease) in net assets resulting from operations
(7,478,979
)
 
3,388,374

 
8,126,795

 
8,468,966

Basic and diluted earnings/(loss) per common share
(0.08
)
 
0.04

 
0.08

 
0.09

Net asset value per common share at end of quarter
7.66

 
7.89

 
8.02

 
8.10

 
Quarter Ended
 
December 31, 2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
Total investment income
$
26,608,281

 
$
25,148,661

 
$
24,797,049

 
$
23,226,505

Total investment income per common share
0.28

 
0.27

 
0.27

 
0.27

Net investment income
13,673,095

 
15,609,962

 
16,159,711

 
14,521,704

Net investment income per common share
0.14

 
0.17

 
0.18

 
0.17

Net realized and unrealized gain/(loss)
3,825,620

 
5,224,610

 
8,561,077

 
(8,246,984
)
Net realized and unrealized gain/(loss) per common share
0.04

 
0.06

 
0.09

 
(0.09
)
Net increase/(decrease) in net assets resulting from operations
17,498,715

 
20,834,572

 
24,720,788

 
6,274,720

Basic and diluted earnings/(loss) per common share
0.18

 
0.23

 
0.28

 
0.07

Net asset value per common share at end of quarter
8.17

 
8.14

 
8.11

 
8.04


Note 16. Subsequent Events

Management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2018, except as disclosed below.

On January 25, 2019, the Board of Directors declared a series of monthly distributions for January, February and March 2019 in the amount of $0.05334 per share. Stockholders of record as of each respective monthly record date will be entitled to receive the distribution. Below are the details for each respective distribution:
Record Date
 
Payment Date
 
Amount per share
January 25, 2019
 
January 31, 2019
 
$
0.05334

February 11, 2019
 
February 28, 2019
 
0.05334

March 11, 2019
 
March 29, 2019
 
0.05334


F- 65


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, under the supervision and with the participation of our management, conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As of the end of the period covered by this annual report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2018. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018 based upon the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that our internal control over financial reporting was effective as of December 31, 2018.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy statement relating to our 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

82


Item 11. Executive Compensation

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.
 
Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.
 
Item 14. Principal Accountant Fees and Services

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

PART IV
Item 15. Exhibits and Financial Statement Schedules

(a)
The following documents are filed as part of this Annual Report:
The following consolidated financial statements are set forth in Item 8:

(b) Exhibits


83


10.4
 
10.5
 
10.6
 
10.7
 
10.8
 
10.9
 
10.10
 
10.11
 
10.12
 
10.13
 
10.14
 
10.15
 
10.16
 
10.17
 
10.18
 
10.19
 
10.20
 
10.21
 
10.22
 
10.23
 
10.24
 
11
  
12
  
21.1
  
31.1
  
31.2
  
32
  
 
 

*
Filed herewith.

84


SIGNATURES

Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated: April 1, 2019
Sierra Income Corporation.
 
 
 
 
By
 
/s/ Seth Taube
 
 
 
Seth Taube
Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
By
 
/s/ Richard T. Allorto Jr.
 
 
 
Richard T. Allorto Jr.
Chief Financial Officer
(Principal Accounting and Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the following capacities on April 1, 2019.
 
/s/ Seth Taube
  
Chief Executive Officer and Chairman of the Board of Directors
Seth Taube
 
(Principal Executive Officer)
 
 
 
/s/ Richard T. Allorto Jr.
  
Chief Financial Officer
Richard T. Allorto Jr.
 
(Principal Accounting and Financial Officer)
 
 
 
/s/ Brook Taube
  
Director
Brook Taube
 
 
 
 
 
/s/ Oliver T. Kane
  
Director
Oliver T. Kane
 
 
 
 
 
/s/ Valerie Lancaster-Beal
  
Director
Valerie Lancaster-Beal
 
 
 
 
 
/s/ Stephen R. Byers
  
Director
Stephen R. Byers
 
 


85