Document

10-Q 1 a033119-10xq.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________________

Form 10-Q

____________________________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2019



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
(Address of Principal Executive Offices)

(212) 759-0777

(Registrant’s Telephone Number, Including Area Code)

___________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

___________________________________________________

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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	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 Exchange Act). Yes o No x

Securities registered pursuant to Section 12(b) of the Exchange Act: None

As of May 15, 2019, the Registrant had 99,809,177 shares of common stock, $0.001 par value, outstanding.

Table of Contents

TABLE OF CONTENTS



Part I. Financial Information
Item 1. Financial Statements	F-1
Consolidated Statements of Assets and Liabilities as of March 31, 2019 (unaudited) and December 31, 2018	F-1
Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (unaudited)	F-2
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2019 and 2018 (unaudited)	F-3
Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)	F-4
Consolidated Schedule of Investments as of March 31, 2019 (unaudited)	F-5
Consolidated Schedule of Investments as of December 31, 2018	F-14
Notes to Consolidated Financial Statements (unaudited)	F-23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	20
Part II. Other Information
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	22
SIGNATURES	24

Table of Contents

Sierra Income Corporation

Consolidated Statements of Assets and Liabilities



	March 31, 2019			December 31, 2018
ASSETS	(unaudited)
Investments at fair value
Non-controlled/non-affiliated investments (amortized cost of $757,688,706 and $819,032,531, respectively)	$	712,975,575		$	758,474,260
Controlled/affiliated investments (amortized cost of $195,728,069 and $186,634,331, respectively)	177,264,771			165,006,502
Investments at fair value	890,240,346			923,480,762
Cash and cash equivalents	101,179,567			59,481,495
Interest receivable from non-controlled/non-affiliated investments	10,211,144			9,154,364
Deferred transaction costs (Note 2)	9,683,051			7,052,691
Cash collateral on total return swap (Note 5)	591,654			27,000,000
Unsettled trades receivable	534,355			2,339,547
Unrealized appreciation on total return swap (Note 5)	144,311			—
Prepaid expenses and other assets	56,292			627,418
Receivable due on total return swap (Note 5)	—			113,252
Interest receivable from controlled/affiliated investments	—			382,121
Total assets	$	1,012,640,720		$	1,029,631,650

LIABILITIES
Revolving credit facilities payable (net of deferred financing costs of $3,103,557 and $3,460,986, respectively) (Note 6)	$	324,996,443		$	351,539,014
Unsettled trades payable	6,727,683			—
Base management fees payable (Note 7)	4,442,089			4,491,234
Deferred tax liability	2,974,612			—
Interest payable	1,777,382			1,834,739
Transaction costs payable	1,736,209			398,680
Accounts payable and accrued expenses	1,587,781			2,073,169
Administrator fees payable (Note 7)	622,072			689,711
Payable due to total return swap (Note 5)	409,726			—
Unrealized depreciation on total return swap (Note 5)	—			6,524,904
Total liabilities	$	345,273,997		$	367,551,451

Commitments (Note 11)

NET ASSETS
Common shares, par value $0.001 per share, 250,000,000 common shares authorized, 99,485,633 and 98,502,907 common shares issued and outstanding, respectively	$	99,486		$	98,503
Capital in excess of par value	864,886,848			858,699,757
Total distributable earnings/(loss)	(197,619,611		)	(196,718,061		)
Total net assets	667,366,723			662,080,199
Total liabilities and net assets	$	1,012,640,720		$	1,029,631,650
NET ASSET VALUE PER COMMON SHARE	$	6.71		$	6.72

See accompanying notes to consolidated financial statements.

F-1

Table of Contents

Sierra Income Corporation

Consolidated Statements of Operations



	Three Months Ended March 31,
	2019			2018
INVESTMENT INCOME	(unaudited)			(unaudited)
Interest and dividends from investments
Non-controlled/non-affiliated investments:
Cash	$	16,757,998		$	19,826,763
Payment-in-kind	787,597			1,126,608
Controlled/affiliated investments:
Cash	2,241,272			2,202,123
Payment-in-kind	303,561			536,818
Total interest and dividend income	20,090,428			23,692,312
Fee income (Note 12)	534,510			644,675
Interest from cash and cash equivalents	285,522			23,053
Total investment income	20,910,460			24,360,040
EXPENSES
Interest and financing expenses	5,430,233			5,172,430
Base management fees (Note 7)	4,442,090			5,003,816
General and administrative expenses	941,498			1,425,118
Professional fees	647,567			337,546
Administrator expenses (Note 7)	622,071			723,535
Offering costs	32,308			283,250
Total expenses	12,115,767			12,945,695
NET INVESTMENT INCOME	8,794,693			11,414,345
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized gain/(loss) from non-controlled/non-affiliated investments	(2,029,236		)	(32,181,098		)
Net realized gain/(loss) from controlled/affiliated investments	(5,379,624		)	—
Net realized gain/(loss) on total return swap (Note 5)	(9,176,735		)	1,478,622
Net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments	15,845,140			23,066,356
Net change in unrealized appreciation/(depreciation) on controlled/affiliated investments	3,164,531			(7,868,122		)
Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)	6,669,215			2,941,369
Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments	(2,974,612		)	135,455
Net realized and unrealized gain/(loss) on investments	6,118,679			(12,427,418		)
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	14,913,372		$	(1,013,073	)
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE	$	0.15		$	(0.01	)
WEIGHTED AVERAGE - BASIC AND DILUTED NET INVESTMENT INCOME PER COMMON SHARE	$	0.09		$	0.12
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING - BASIC AND DILUTED (NOTE 10)	99,158,430			96,993,237
DISTRIBUTIONS DECLARED PER COMMON SHARE	$	0.16		$	0.16

See accompanying notes to the consolidated financial statements.

F-2

Table of Contents

Sierra Income Corporation

Consolidated Statements of Changes in Net Assets



	Common Stock					Paid in Capital			Distributable			Total
	Shares		Par Amount			in Excess of Par			Earnings			Net Assets
Balance at December 31, 2017	96,620,231		$	96,620		$	843,592,066		$	(103,702,117	)	$	739,986,569
Net increase/(decrease) in net assets resulting from operations:
Net investment income	—		—			—			11,414,345			11,414,345
Net realized gain/(loss) on investments	—		—			—			(32,181,098		)	(32,181,098		)
Net realized gain/(loss) on total return swap (Note 5)	—		—			—			1,478,622			1,478,622
Net change in unrealized appreciation/(depreciation) on investments	—		—			—			15,198,234			15,198,234
Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)	—		—			—			2,941,369			2,941,369
Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments	—		—			—			135,455			135,455
Shareholder distributions:
Issuance of common shares, net of underwriting costs	187,555		188			1,447,987			—			1,448,175
Issuance of common shares pursuant to distribution reinvestment plan	865,704		866			6,666,847			—			6,667,713
Repurchase of common shares	(94,892	)	(95		)	(726,776		)	—			(726,871		)
Distributions from earnings	—		—			—			(15,520,650		)	(15,520,650		)
Total increase/(decrease) for the three months ended March 31, 2018	958,367		959			7,388,058			(16,533,723		)	(9,144,706		)
Balance at March 31, 2018	97,578,598		$	97,579		$	850,980,124		$	(120,235,840	)	$	730,841,863
Balance at December 31, 2018	98,502,907		$	98,503		$	858,699,757		$	(196,718,061	)	$	662,080,199
Net increase/(decrease) in net assets resulting from operations:
Net investment income	—		—			—			8,794,693			8,794,693
Net realized gain/(loss) on investments	—		—			—			(7,408,860		)	(7,408,860		)
Net realized gain/(loss) on total return swap (Note 5)	—		—			—			(9,176,735		)	(9,176,735		)
Net change in unrealized appreciation/(depreciation) on investments	—		—			—			19,009,671			19,009,671
Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)	—		—			—			6,669,215			6,669,215
Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments	—		—			—			(2,974,612		)	(2,974,612		)
Shareholder distributions:
Issuance of common shares pursuant to distribution reinvestment plan	982,726		983			6,187,091			—			6,188,074
Distributions from earnings	—		—			—			(15,814,922		)	(15,814,922		)
Total increase/(decrease) for the three months ended March 31, 2019	982,726		983			6,187,091			(901,550		)	5,286,524
Balance at March 31, 2019	99,485,633		$	99,486		$	864,886,848		$	(197,619,611	)	$	667,366,723

See accompanying notes to consolidated financial statements.

F-3

Table of Contents

Sierra Income Corporation

Consolidated Statements of Cash Flows



	Three Months Ended March 31,
	2019			2018
	(unaudited)			(unaudited)
Cash flows from operating activities
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:	$	14,913,372		$	(1,013,073	)
ADJUSTMENT TO RECONCILE NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES:
Payment-in-kind interest income	(1,091,158		)	(1,663,426		)
Net amortization of premium on investments	(444,781		)	(582,738		)
Amortization of deferred financing costs	478,679			468,855
Net realized (gain)/loss on investments	7,408,860			32,181,098
Net change in unrealized (appreciation)/depreciation on investments	(19,009,671		)	(15,198,234		)
Net change in unrealized (appreciation)/depreciation on total return swap (Note 5)	(6,669,215		)	(2,941,368		)
Purchases and originations	(61,044,257		)	(68,641,471		)
Proceeds from sale of investments and principal repayments	107,421,423			76,114,211
(Increase)/decrease in operating assets:
Unsettled trades receivable	1,805,192			(236,331		)
Interest receivable from non-controlled/non-affiliated investments	(1,056,780		)	(166,210		)
Interest receivable from controlled/affiliated investments	382,121			368,133
Receivable for Company shares sold	—			195,060
Receivable due on total return swap (Note 5)	113,252			(29,686		)
Deferred transaction costs	(2,630,360		)	—
Prepaid expenses and other assets	571,126			87,080
Increase/(decrease) in operating liabilities:
Unsettled trades payable	6,727,683			414,955
Management fee payable	(49,145		)	(193,181		)
Transaction costs payable	1,337,529			—
Accounts payable and accrued expenses	(485,388		)	(156,433		)
Payable due from total return swap (Note 5)	409,726			—
Incentive fees payable	—			(2,827,372		)
Administrator fees payable	(67,639		)	27,758
Interest payable	(57,357		)	(145,360		)
Deferred tax liability	2,974,612			(135,455		)
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES	51,937,824			15,926,812
Cash flows from financing activities:
Borrowings under revolving credit facility	—			17,000,000
Repayments of revolving credit facility	(26,900,000		)	(49,000,000		)
Proceeds from issuance of common stock, net of underwriting costs	—			1,448,175
Payment of cash distributions	(9,626,848		)	(8,852,937		)
Financing costs paid	(121,250		)	(18,751		)
Repurchase of common shares	—			(722,133		)
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES	(36,648,098		)	(40,145,646		)
TOTAL INCREASE/(DECREASE) IN CASH	15,289,726			(24,218,834		)
CASH, CASH EQUIVALENTS AND CASH COLLATERAL ON TOTAL RETURN SWAP AT BEGINNING OF PERIOD	86,481,495			112,909,759
CASH, CASH EQUIVALENTS AND CASH COLLATERAL ON TOTAL RETURN SWAP AT END OF PERIOD ⁽¹⁾	$	101,771,221		$	88,690,925
Supplemental Information:
Cash paid during the period for interest	$	5,008,911		$	4,848,935
Supplemental non-cash information:
Non-cash purchase of investments	$	2,854,540		$	9,667,649
Non-cash sale of investments	2,854,540			9,667,649
Payment-in-kind interest income	1,091,158			536,818
Amortization of deferred financing costs	478,679			582,738
Net amortization of premium on investments	444,781			704,330
Issuance of common shares in connection with distribution reinvestment plan	$	6,188,074		$	6,667,713


(1)	Includes cash and cash equivalents of $101,179,567 and $44,690,925 and cash collateral on total return swap of $591,654 and $44,000,000 as of March 31, 2019 and 2018, respectively.

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

Sierra Income Corporation

Consolidated Schedule of Investments

As of March 31, 2019

(unaudited)



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value		% of Net Assets⁽³⁾
Non-controlled/non-affiliated investments – 106.8%										$	667,366,723
AAAHI Acquisition Corporation	Transportation: Consumer	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ^(4)(5)(6)	12/10/2023	$	7,021,731	$	7,021,731	$	7,021,731	1.1%
				7,021,731		7,021,731		7,021,731
Alpine SG, LLC	High Tech Industries	Senior Secured First Lien Delayed Draw Term Loan LIBOR + 5.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	11/16/2022	6,617,630		6,617,630		6,617,630		1.0%
		Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ^(5)(6)(7)	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⁾⁽⁷⁾	7/15/2021	11,308,455		11,308,455		11,308,455		1.7%
				11,308,455		11,308,455		11,308,455
AMMC CLO 22, Limited Series 2018-22A	Multi-Sector Holdings	Subordinated Notes 11.693% effective yield ^(8)(9)(10)	4/25/2031	7,222,000		6,021,110		6,100,171		0.9%
				7,222,000		6,021,110		6,100,171
Answers Finance, LLC	High Tech Industries	Common Stock - 389,533 shares⁽¹¹⁾		—		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 10.323% effective yield ^{(5)(8)(9)(10)}	7/20/2027	18,357,647		12,194,352		11,146,763		1.7%
				18,357,647		12,194,352		11,146,763
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		3.7%
				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)(6)	7/14/2022	8,571,429		8,571,429		8,488,429		1.3%
		Revolving Credit Facility LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	7/14/2022	4,760,000		4,760,000		4,712,960		0.7%
				13,331,429		13,331,429		13,201,389
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	18,482,143		18,482,143		18,417,928		2.8%
		Revolving Credit Facility LIBOR + 9.000%, 1.000% Floor ^{(4)(5)(6)(12)}	4/24/2020	1,450,893		1,450,893		1,450,893		0.2%
				19,933,036		19,933,036		19,868,821
BRG Sports, Inc.	Consumer Goods: Durable	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/15/2023	6,566,875		6,566,875		6,521,564		1.0%
				6,566,875		6,566,875		6,521,564
Brook & Whittle Holding Corp.	Containers, Packaging & Glass	Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/17/2024	3,003,762		3,003,762		3,003,762		0.5%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 5.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/17/2024	706,445		706,445		706,445		0.1%
				3,710,207		3,710,207		3,710,207
Central States Dermatology Services, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	4/20/2022	2,463,040		2,463,040		2,463,040		0.4%

F-5

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost		Fair Value	% of Net Assets⁽³⁾
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	4/20/2022	934,486	934,486		934,486	0.1%
				3,397,526	3,397,526		3,397,526
Covenant Surgical Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.500%⁽⁴⁾⁽⁵⁾	10/4/2024	6,917,662	6,903,602		6,848,485	1.0%
				6,917,662	6,903,602		6,848,485
CPI International, Inc.	Aerospace & Defense	Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/28/2025	9,900,752	9,873,034		9,603,729	1.4%
				9,900,752	9,873,034		9,603,729
CT Technologies Intermediate Holdings, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/1/2021	979,644	833,156		831,522	0.1%
				979,644	833,156		831,522
DataOnline Corp.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ^(4)(5)(6)	7/31/2025	9,950,000	9,950,000		9,950,000	1.5%
				9,950,000	9,950,000		9,950,000
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	10,032,393		9,937,000	1.5%
				10,000,000	10,032,393		9,937,000
Dryden 38 Senior Loan Fund, Series 2015-38A	Multi-Sector Holdings	Subordinated Notes 12.092% effective yield ^(8)(9)(10)	7/15/2027	7,000,000	4,817,097		4,890,900	0.7%
				7,000,000	4,817,097		4,890,900
Dryden 43 Senior Loan Fund, Series 2016-43A	Multi-Sector Holdings	Subordinated Notes 5.640% effective yield ^{(5)(8)(9)(10)}	7/20/2029	3,620,000	2,840,892		2,421,056	0.4%
				3,620,000	2,840,892		2,421,056
Dryden 49 Senior Loan Fund, Series 2017-49A	Multi-Sector Holdings	Subordinated Notes 7.275% effective yield ^(5)(9)(10)	7/18/2030	17,233,288	14,446,017		12,779,569	1.9%
				17,233,288	14,446,017		12,779,569
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		9,985,926	1.5%
		Preferred Equity - 2,491,250 units^(5)(11)		—	2,491,250		2,491,250	0.4%
				9,965,000	12,456,250		12,477,176
FKI Security Group, LLC	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	3/30/2020	11,093,750	11,093,750		10,885,187	1.6%
				11,093,750	11,093,750		10,885,187
Friedrich Holdings, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	2/7/2023	14,779,288	14,779,288		14,779,288	2.2%
				14,779,288	14,779,288		14,779,288
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		8,521,000	1.3%
				10,000,000	10,000,000		8,521,000
Golden West Packaging Group LLC	Forest Products & Paper	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/20/2023	1,459,002	1,459,002		1,459,002	0.2%
				1,459,002	1,459,002		1,459,002
Heligear Acquisition Co.	Aerospace & Defense	Senior secured first lien notes 10.250%⁽⁵⁾⁽⁸⁾	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)(8)(13)(14)}	3/15/2025	2,000,000	1,911,250	$	800,000	0.1%
				2,000,000	1,911,250		800,000
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	4,384,260		3,134,616	0.5%
				4,400,696	4,384,260		3,134,616

F-6

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
Hylan Datacom & Electrical LLC	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/25/2021	14,316,715	14,316,715	14,028,949	2.1%
				14,316,715	14,316,715	14,028,949
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	21,207,500	3.2%
				25,000,000	25,000,000	21,207,500
Impact Group, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/27/2023	5,842,774	5,842,774	5,642,951	0.8%
				5,842,774	5,842,774	5,642,951
Interflex Acquisition Company, LLC	Containers, Packaging & Glass	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	8/18/2022	13,231,250	13,231,250	12,395,035	1.9%
				13,231,250	13,231,250	12,395,035
Iqor US Inc.	Services: Business	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁷⁾	4/1/2021	8,341,262	7,568,753	7,814,928	1.2%
				8,341,262	7,568,753	7,814,928
Isagenix International, LLC	Wholesale	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/16/2025	1,925,000	1,915,691	1,870,715	0.3%
				1,925,000	1,915,691	1,870,715
Isola USA Corp.	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK ⁽⁴⁾⁽⁶⁾	1/2/2023	9,812,274	7,050,201	6,889,198	1.0%
		Common Units - 10,283,782 units ^(9)(11)		—	—	—	0.0%
				9,812,274	7,050,201	6,889,198
JFL-WCS Partners, LLC	Environmental Industries	Preferred Units - 618,876 6.000%, PIK ⁽⁵⁾⁽⁹⁾		—	618,876	618,876	0.1%
		Common Units - 68,764 units ^(5)(9)(11)		—	68,764	1,461,923	0.2%
				—	687,640	2,080,799
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	5/1/2024	1,816,402	1,744,638	1,731,394	0.3%
		Senior Secured Second Lien Term Loan LIBOR + 9.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	5/1/2025	7,000,000	6,891,785	6,659,100	1.0%
				8,816,402	8,636,423	8,390,494
L&S Plumbing Partnership, Ltd.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	2/15/2022	10,615,319	10,615,319	10,615,319	1.6%
				10,615,319	10,615,319	10,615,319
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	4,541,606	4,613,287	0.7%
				4,613,287	4,541,606	4,613,287
Magnetite XIX, Limited	Multi-Sector Holdings	Subordinated Notes LIBOR + 7.610%^{(4)(8)(9)(10)}	7/17/2030	2,000,000	1,874,937	1,809,800	0.3%
		Subordinated Notes 5.254% effective yield ^{(5)(8)(9)(10)}	7/17/2030	13,730,209	11,323,522	9,344,780	1.4%
				15,730,209	13,198,459	11,154,580
Manna Pro Products, LLC	Consumer Goods: Non-durable	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ^(5)(6)(7)	12/8/2023	4,114,583	4,114,583	3,915,247	0.6%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.000%, 1.000% Floor ^(5)(6)(7)	12/8/2023	508,333	508,333	485,509	0.1%
				4,622,916	4,622,916	4,400,756
Midwest Physician Administrative Services, LLC	Healthcare & Pharmaceuticals	Senior Secured Second Lien Term Loan LIBOR + 7.000%, 0.750% Floor ⁽⁷⁾	8/15/2025	1,950,000	1,872,358	1,855,230	0.3%
				1,950,000	1,872,358	1,855,230

F-7

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
Novetta Solutions, LLC	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁷⁾	10/16/2023	11,000,000	10,929,381	10,127,700	1.5%
				11,000,000	10,929,381	10,127,700
Oxford Mining Company, LLC	Metals & Mining	Senior Secured First Lien Term Loan LIBOR + 10.500%, 0.750% Floor, 3.000% PIK ^(4)(5)(14)	12/31/2018	13,522,958	11,680,099	4,092,047	0.6%
		Senior Secured First Lien Term Loan LIBOR + 10.500%, 0.750% Floor, 3.000% PIK^(4)(5)(14)	12/31/2018	9,317,743	8,063,160	2,819,549	0.4%
				22,840,701	19,743,259	6,911,596
Path Medical, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK ⁽⁵⁾⁽⁷⁾	10/11/2021	16,075,583	15,731,533	15,228,399	2.3%
		Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(5)(6)(7)	10/11/2021	918,400	918,400	918,400	0.1%
		Warrants - 36,716 warrants^(5)(11)	1/9/2027	—	669,709	—	0.0%
				16,993,983	17,319,642	16,146,799
PetroChoice Holdings, Inc.	Chemicals, Plastics & Rubber	Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	8/21/2023	9,000,000	9,000,000	9,000,000	1.4%
				9,000,000	9,000,000	9,000,000
Polymer Solutions Group Holdings, LLC	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/30/2021	2,439,021	2,439,021	2,439,021	0.4%
				2,439,021	2,439,021	2,439,021
Press Ganey Holdings, Inc	Healthcare & Pharmaceuticals	Senior Secured Second Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁷⁾	10/21/2024	2,842,724	2,884,834	2,806,337	0.4%
				2,842,724	2,884,834	2,806,337
Project Silverback Holdings Corp.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 3.500%, 1.000% Floor ⁽⁷⁾	8/21/2024	4,925,000	4,290,422	4,284,750	0.6%
				4,925,000	4,290,422	4,284,750
Proppants Holdings, LLC	Energy: Oil & Gas	Common Units - 161,852 units ⁽¹¹⁾		—	874,363	874,001	0.1%
		Common Units - 161,852 units ⁽¹¹⁾		—	8,832	8,093	0.0%
				—	883,195	882,094
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ^(4)(5)(6)	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)(11)	7/31/2020	476,190	476,190	476,190	0.1%
		Subordinated Notes ^(5)(11)	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)	6/6/2023	20,019,576	20,019,576	20,019,576	3.0%
		Revolving Credit Facility LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	6/6/2023	1,437,500	1,437,500	1,437,500	0.2%
				21,457,076	21,457,076	21,457,076
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	7,907,070	7,965,105	1.2%
				7,950,000	7,907,070	7,965,105
Rhombus Cinema Holdings, LP	Media: Diversified & Production	Preferred Equity 10.000% - 7,449 shares ⁽⁵⁾⁽⁹⁾		—	4,584,207	5,768,535	0.9%
		Common Units - 3,163 units ^(5)(8)(11)		—	3,162,793	1,198,288	0.2%
				—	7,747,000	6,966,823

F-8

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
RMS Holding Company, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	11/16/2022	18,225,934	18,225,934	18,225,934	2.7%
		Revolving Credit Facility LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	11/16/2022	2,322,033	2,322,033	2,310,433	0.3%
				20,547,967	20,547,967	20,536,367
SavATree, LLC	Environmental Industries	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/2/2022	4,366,877	4,366,877	4,366,877	0.7%
				4,366,877	4,366,877	4,366,877
SFP Holding, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ^(5)(6)(11)	9/1/2022	6,662,050	6,662,050	6,662,050	1.0%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.250%, 1.000% Floor ^(5)(6)(11)	9/1/2022	2,585,906	2,585,906	2,585,906	0.4%
		Equity - 0.94% of outstanding equity ^(5)(11)		—	491,270	491,270	0.1%
				9,247,956	9,739,226	9,739,226
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	9,866,755	9,832,590	1.5%
				9,950,000	9,866,755	9,832,590
Ship Supply Acquisition Corporation	Services: Business	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ^(4)(5)(14)	7/31/2020	21,867,378	21,495,414	8,436,434	1.3%
				21,867,378	21,495,414	8,436,434
Simplified Logistics, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ^(4)(5)(6)	2/28/2022	18,621,153	18,621,153	18,621,153	2.8%
				18,621,153	18,621,153	18,621,153
SMART Financial Operations, LLC	Retail	Preferred Equity - 1,000,000 units^(5)(9)(11)		—	1,000,000	770,000	0.1%
				—	1,000,000	770,000
Smile Doctors, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/6/2022	8,312,985	8,312,985	8,115,968	1.2%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 5.750%, 1.000% Floor ^(4)(5)(6)	10/6/2022	2,589,306	2,589,306	2,455,161	0.4%
				10,902,291	10,902,291	10,571,129
Sound Point CLO XX, Ltd.	Multi-Sector Holdings	Subordinated Notes 13.937% effective yield^{(5)(8)(9)(10)}	7/26/2031	4,489,000	4,166,458	4,272,127	0.6%
				4,489,000	4,166,458	4,272,127
Southwest Dealer Services, Inc.	Automotive	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/2/2022	4,627,908	4,627,908	4,545,069	0.7%
				4,627,908	4,627,908	4,545,069
Starfish Holdco, LLC	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	8/18/2025	4,000,000	3,951,553	3,995,200	0.5%
				4,000,000	3,951,553	3,995,200
Sungard Availability Services Capital, Inc.	Services: Business	Senior Secured First Lien Term Loan LIBOR + 7.000%, 1.000% Floor ⁽⁷⁾	9/30/2021	5,280,755	4,085,909	3,643,721	0.5%
				5,280,755	4,085,909	3,643,721
Team Car Care, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	2/23/2023	14,382,882	14,382,882	14,175,768	2.1%
				14,382,882	14,382,882	14,175,768
Techniplas, LLC	Automotive	Senior Secured First Lien Notes 10.000% ⁽⁸⁾	5/1/2020	6,000,000	6,000,000	5,568,000	0.8%
				6,000,000	6,000,000	5,568,000

F-9

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
Tensar Corporation	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor ⁽⁴⁾	7/9/2021	6,900,187	6,727,683	6,562,078	1.0%
				6,900,187	6,727,683	6,562,078
The Imagine Group LLC	Media: Advertising, Printing & Publishing	Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/21/2023	8,950,000	8,854,692	8,080,955	1.2%
				8,950,000	8,854,692	8,080,955
The Octave Music Group, Inc.	Media: Diversified & Production	Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	5/27/2022	7,500,000	7,500,000	7,413,750	1.1%
				7,500,000	7,500,000	7,413,750
True Religion Apparel, Inc.	Retail	Senior Secured First Lien Term Loan 10.000%	10/27/2022	181,272	139,764	64,007	0.0%
		Common Stock - 2,448 shares⁽¹¹⁾		—	—	—	0.0%
		Warrants - 1,122 warrants⁽¹¹⁾		—	—	—	0.0%
				181,272	139,764	64,007
U.S. Auto Sales Inc.	Banking, Finance, Insurance & Real Estate	Senior Secured Second Lien Term Loan LIBOR + 10.500%, 1.000% Floor ^(5)(7)(12)	6/8/2020	5,500,000	5,500,000	5,500,000	0.8%
				5,500,000	5,500,000	5,500,000
Vail Holdco Corp	Wholesale	Preferred Equity 12.500% - PIK 20,330 shares ⁽⁵⁾		—	22,170,643	22,895,117	3.4%
		Preferred Equity - 15,250 shares ^(5)(11)		—	15,250,000	24,586,050	3.7%
		Warrants - 14,007 warrants ^(5)(11)		—	860,357	1,817,268	0.3%
				—	38,281,000	49,298,435
Valence Surface Technologies, Inc.	Aerospace & Defense	Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/13/2021	5,873,159	5,872,322	5,873,159	0.9%
				5,873,159	5,872,322	5,873,159
Velocity Pooling Vehicle, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 11.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	4/28/2023	717,803	662,060	634,108	0.1%
		Common units - 4,676 units ^(5)(11)		—	259,938	259,938	0.0%
		Warrants - 5,591 warrants^(5)(11)	3/30/2028	—	310,802	310,803	0.0%
				717,803	1,232,800	1,204,849
Vertafore, Inc.	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/2/2026	5,950,000	5,813,982	5,860,750	0.9%
				5,950,000	5,813,982	5,860,750
VOYA CLO 2016-2, LTD.	Multi-Sector Holdings	Subordinated Notes 2.413% effective yield^{(5)(8)(9)(10)}	7/19/2028	11,088,290	8,744,090	6,874,740	1.0%
				11,088,290	8,744,090	6,874,740
VOYA CLO 2015-2, LTD.	Multi-Sector Holdings	Subordinated Notes 13.904% effective yield^{(5)(8)(9)(10)}	7/19/2028	10,735,659	7,284,145	7,284,145	1.1%
				10,735,659	7,284,145	7,284,145
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	14,906,250	14,906,250	14,906,250	2.2%
		Common units - 2,000 units ^(5)(9)(11)		—	2,000,000	2,000,000	0.3%
				14,906,250	16,906,250	16,906,250
Watermill-QMC Midco, Inc.	Automotive	Equity - 2.3% partnership interest^(5)(9)(11)		—	902,277	315,797	0.0%
				—	902,277	315,797
YRC Worldwide Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁷⁾⁽⁹⁾	7/26/2022	3,692,766	3,590,937	3,630,727	0.5%
				3,692,766	3,590,937	3,630,727
Z Gallerie, LLC	Retail	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor, PIK ^(5)(14)(15)	10/8/2021	4,754,911	4,408,095	1,426,473	0.2%
				4,754,911	4,408,095	1,426,473

F-10

Table of Contents



Company⁽¹⁾⁽²⁾	Industry		Type of Investment	Maturity	Par Amount	Cost	Fair Value		% of Net Assets⁽³⁾

Total non-controlled/non-affiliated investments						$757,688,706	$712,975,575		106.8%

Controlled/affiliated investments - 26.6%		⁽¹⁶⁾
1888 Industrial Services, LLC	Energy: Oil & Gas		Revolving Credit Facility LIBOR + 5.000%, 1.000% Floor ^(4)(5)(6)	9/30/2021	1,069,124	1,069,124	1,069,124		0.2%
			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)(14)	9/30/2021	7,815,751	7,082,317	4,594,098		0.7%
			Units - 7,546.76 units ^(5)(11)		—	—	—		0.0%
					12,029,356	11,295,922	8,807,703
Access Media Holdings, LLC	Media: Broadcasting & Subscription		Senior Secured First Lien Term Loan 10.000% PIK ^(5)(7)(14)	7/22/2020	8,346,047	7,422,407	4,694,651		0.7%
			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 - 849,800 units ^{(5)(6)(9)(11)}		—	849,800	(88,200	)	0.0%
					8,346,047	10,372,207	4,606,451
Caddo Investors Holdings 1 LLC	Forest Products & Paper		Equity - 12.250% LLC Interest ^(5)(9)(17)		—	4,972,863	5,358,075		0.8%
					—	4,972,863	5,358,075
Capstone Nutrition, Inc.	Healthcare & Pharmaceuticals		Senior Secured First Lien Term Loan LIBOR + 12.500%, 1.000% Floor, PIK ^(4)(5)(14)	9/25/2020	24,425,137	15,652,279	7,305,559		1.1%
			Senior Secured First Lien Delayed Draw Term Loan LIBOR + 12.500%, 1.000% Floor, PIK ^(4)(5)(14)	9/25/2020	10,983,878	7,268,839	3,285,278		0.5%
			Senior Secured First Lien Incremental Delayed Draw Term Loan LIBOR + 12.500%, 1.000% Floor, PIK ⁽⁴⁾⁽⁵⁾	9/25/2020	2,795,280	2,795,280	2,795,280		0.4%
			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%
					38,204,295	26,016,409	13,386,117
Charming Charlie LLC	Retail		Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(4)(6)(14)	4/24/2023	3,268,881	3,121,470	2,272,019		0.3%
			Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(4)(14)	4/24/2023	4,014,661	2,788,339	—		0.0%
			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 ⁽¹¹⁾		—	—	—		0.0%
					7,466,159	6,092,426	2,454,636
Dynamic Energy Services International LLC	Energy: Oil & Gas		Revolving Credit Facility 12.000% ⁽⁵⁾⁽⁶⁾	6/30/2019	1,004,136	1,004,136	1,004,136		0.2%
			Senior Secured First Lien Term Loan 13.500% PIK^(5)(7)(14)	12/31/2021	5,500,000	4,449,025	625,350		0.1%
			Common Units - 6,500,000 units ^(5)(11)		—	—	—		0.0%
					6,504,136	5,453,161	1,629,486

F-11

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Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount				Cost		Fair Value		% of Net Assets⁽³⁾
MCM 500 East Pratt Holdings, LLC	Banking, Finance, Insurance & Real Estate	Equity - 5,000,000 units ^(9)(11)		—				5,000,000		5,000,000		0.7%
				—				5,000,000		5,000,000
MCM Capital Office Park Holdings LLC	Banking, Finance, Insurance & Real Estate	Equity - 7,500,000 units ^(9)(11)		—				7,500,000		10,837,500		1.6%
				—				7,500,000		10,837,500
Medley Chiller Holdings LLC	Services: Business	Equity - 85% interest ^(9)(11)(17)		—				10,752,500		25,881,310		3.9%
				—				10,752,500		25,881,310
Nomida, LLC	Construction & Building	Equity 5,400,000 units ^(9)(11)		—				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 ^(6)(9)(17)		92,050,000				92,050,000		80,759,104		12.1%
				92,050,000				92,050,000		80,759,104
TwentyEighty, Inc.	Services: Business	Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor, 4.000% PIK ⁽⁴⁾⁽⁶⁾	3/31/2020	7,043,235				7,043,235		7,008,019		1.1%
		Senior Secured First Lien Term Loan 0.250%, 8.750% PIK ⁽⁴⁾	3/31/2020	6,830,418				6,604,463		6,796,266		1.0%
		Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ⁽⁴⁾	3/31/2020	285,900				285,123		285,900		0.0%
		Common Units - 58,098 units⁽¹¹⁾		—				—		3,464,384		0.5%
				14,159,553				13,932,821		17,554,569

Total controlled/affiliated investments								$	195,728,069	$	177,264,771	26.6%

Money Market Fund - 7.7%
Federated Institutional Prime Obligations Fund		Money Market 2.390% ⁽¹⁸⁾		51,547,113				51,547,113		51,547,113		7.7%
Total money market fund				$	51,547,113			$	51,547,113	$	51,547,113

Derivative instrument - long exposure						Notional Amount				Unrealized Appreciation/(Depreciation)
Total return swap with Citibank, N.A. (Note 5)		Total Return Swap				—				144,311
Total derivative instrument - long exposure						$	—			$	144,311

(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.,VOYA CLO 2016-2, LTD and VOYA CLO 2015-2, 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 $667,366,723 as of March 31, 2019.


(4)	The interest rate on these loans is subject to a base rate plus 3 Month "3M" LIBOR, which at March 31, 2019 was 2.60%. The interest rate is subject to a minimum LIBOR floor.


(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 March 31, 2019. 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 March 31, 2019 was 2.50%. The interest rate is subject to a minimum LIBOR floor.


(8)	Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities represent a fair value of $74,963,482 or 11.2% of net assets as of March 31, 2019 and are considered restricted.


(9)	The investment is not a qualifying asset under Section 55 of the Investment Company Act of 1940 (the "1940 Act"). Non-qualifying assets represent 24.3% 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 estimated 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.

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Table of Contents


(13)	Represents securities in Level 2 in the ASC 820 table (see Note 4).


(14)	The investment was on non-accrual status as of March 31, 2019.


(15)	The interest rate on these loans is subject to a base rate plus 2 month "2M" LIBOR, which at March 31, 2019 was 2.56%. The interest rate is subject to a minimum LIBOR floor.

(16)

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.


(17)	As a practical expedient, the Company uses NAV to determine the fair value of this investment.


(18)	Represents securities in Level 1 in the ASC 820 table (see Note 4).

See accompanying notes to consolidated financial statements.

F-13

Table of Contents

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)	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

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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

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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-16

Table of Contents



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)(12)	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-17

Table of Contents



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

F-18

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
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
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

F-19

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value		% of Net Assets⁽³⁾
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%
		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

F-20

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount				Cost		Fair Value			% of Net Assets⁽³⁾
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)


(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%.


(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%.


(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%.

(17)


(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-21

Table of Contents

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.

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SIERRA INCOME CORPORATION

Notes to Consolidated Financial Statements

March 31, 2019

(unaudited)

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^st.

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 March 31, 2019, the Company has sold a total of 99,485,633 shares of common stock, which includes 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 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 would, 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, would 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" together with the MCC Merger Agreement, the “Merger Agreements”), 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 would, 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 would 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,

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the Company or their respective wholly owned subsidiaries, would 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 would have the right to receive certain dividends and/or other payments. If the Mergers are successfully consummated, our common stock would 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.

Set forth below is a description of the Decision (as defined below), which should be read in the context of the impact that the Decision and corresponding Settlement Term Sheet (as defined below) may have on the Company with respect to any potential amendment to the Merger Agreements.

On February 11, 2019, a putative stockholder class action related to the MCC Merger was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd (collectively, “FrontFour”). The action, as consolidated, is captioned In re Medley Capital Corporation Stockholder Litigation, C.A. No. 2019-0100-KSJM, Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MDLY, the Company, MCC, MCC Advisors LLC, Medley Group LLC, and Medley LLC (the “Class Action”). The complaint alleged that MCC’s directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC’s stockholders in connection with the MCC Merger, and that MDLY, the Company, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued a Memorandum Opinion (the “Decision”) denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that the Company aided and abetted those breaches of fiduciary duties. The Court ordered defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC’s stockholders on the MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information.

On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement, which are contained in a binding term sheet, dated April 15, 2019 (the “Settlement Term Sheet”), among Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC, MCC Advisors LLC, Medley LLC, and Medley Group LLC (the “Medley Parties”), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand. The Settlement Term Sheet is intended to form the basis of a definitive stipulation of settlement in the Class Action. The Settlement Term Sheet provides that MCC will seek to obtain the agreement and/or consent of the Company to effect certain amendments to (i) the MCC Merger Agreement and (ii) the MDLY Merger Agreement. If the foregoing amendments are entered into they will, among other matters (as described in further detail in the Settlement Term Sheet): (a) extend the Outside Date (as defined in the Merger Agreements) to October 31, 2019; (b) permit MCC’s special committee of independent directors (the “MCC Special Committee”) to undertake a sixty-day “go shop” process to solicit superior transactions to the MCC Merger and (c) if the MCC Merger is consummated, create a settlement fund, consisting of $17 million in cash and $30 million of the Company’s stock, with the number of shares of the Company’s stock to be calculated using the pro forma NAV reported in the future proxy supplement describing the amendments to the MCC Merger Agreement, which will be distributed to eligible members of the Class (as defined in the Settlement Term Sheet). In connection with the Settlement Term Sheet, MDLY has executed an acknowledgement and agreement to take certain actions, including consenting to certain amendments to the Merger Agreements, in furtherance of the transactions contemplated thereby.

In addition, the Settlement Term Sheet provides that MCC and FrontFour will enter into a Governance Agreement pursuant to which, among other matters, FrontFour will be subject to customary standstill restrictions and be required to vote in favor of the MCC Merger at a meeting of stockholders to approve the MCC Merger Agreement and in favor of the directors nominated by our board of directors for election at MCC’s 2019 annual meeting of stockholders.

Under the Settlement Term Sheet, the parties have agreed to cooperate to reduce the agreements reflected therein to a definitive stipulation of settlement (the “Settlement Stipulation”), and to obtain approval of Court of Chancery of the State of Delaware as soon as reasonably practicable thereafter. The Settlement Stipulation will provide for mutual releases between and among FrontFour and the Class, on the one hand, and the Medley Parties, on the other hand, of all claims that were or could have been asserted in the Class Action. The Medley Parties will also release all claims arising out of or relating to the prosecution and settlement of the Class Action and all claims that were or could have been asserted (other than claims against NexPoint Advisors, L.P. and its affiliates) in the litigation pending in the United States District Court for the Southern District of New York captioned Medley Capital Corporation v. FrontFour Capital Group LLC, et al., No. 1:19-cv-02055-LTS (S.D.N.Y.) (the “Federal Action”), and FrontFour and the Class will release all claims arising out of or relating to the prosecution and settlement of the Federal Action.

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Under the Settlement Term Sheet, MCC and FrontFour have also undertaken to work together in good faith to agree to supplemental disclosures relating to the transactions contemplated by the Merger Agreements consistent with the Decision.

If the contemplated amendments to the Merger Agreements have not been entered into by May 15, 2019, the Settlement Term Sheet may be terminated by MCC or FrontFour. The contemplated amendments to the Merger Agreements require the agreement of the Company and there can be no assurance that such agreement will be obtained or that agreements on the amendments to the Merger Agreements will be reached.

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 include 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-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited interim financial results 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 presented. Therefore, this Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2018, which was filed with the U.S. Securities and Exchange Commission ("SEC") on April 1, 2019. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2019.

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 closing or termination 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.

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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 subsidiaries, if any, is recognized on an accrual basis to the extent that the Company expects to collect such amount.

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 three months ended March 31, 2019 and 2018, the Company earned PIK interest of $1,091,158 and $1,663,426, 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. For the three months ended March 31, 2019 and 2018, the Company recognized realized losses on investments of $5,388,280 and $26,781,391, respectively, 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 and/or net realized gain/(loss) from controlled/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 March 31, 2019, nine portfolio companies were on non-accrual status with a cost of $95,342,694, or 10.0% of the cost of the Company's portfolio, and a fair value of $40,351,458, or 4.5% of the fair value of the Company's portfolio. As of December 31, 2018, seven portfolio companies 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.

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.”

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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 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”);


•	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

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•	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.

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.

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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. For the year ended December 31, 2018, the Company distributed at least 98% of its ordinary income and 98.2% of its capital gains, and as such, there was no excise tax accrual or expense recorded.

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 March 31, 2019 and December 31, 2018, the Company recorded a deferred tax liability of $2,974,612 and $0, 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.

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 original issue discount ("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 March 31, 2019 and 2018.

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 for the three months ended March 31, 2019 and 2018:

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	Three Months Ended March 31, 2019				Three Months Ended March 31, 2018
Source of Distribution	Distribution Amount		Percentage		Distribution Amount		Percentage
Ordinary income	$	15,814,922	100.0	%	$	15,520,650	100.0	%
Net realized gain	—		—		—		—
Return of capital	—		—		—		—
Distributions on a tax basis	$	15,814,922	100.0	%	$	15,520,650	100.0	%

As of March 31, 2019, for federal income tax purposes, the aggregate gross unrealized appreciation and the aggregate gross unrealized depreciation are $36,889,801 and $104,724,551, respectively. As of March 31, 2019, net unrealized depreciation is $67,834,750 based on a tax basis cost of $958,075,096.

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 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

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 has evaluated the effect of ASU 2017-08, and concluded that it does not have an impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“ASU 2018-13”) (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.

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.

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In October 2018, the SEC adopted an amendment requiring registrants to report a reconciliation of changes in stockholders’ equity, either as a separate statement or in the notes, and the analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed. The compliance date for the amendment is for all interim period filings on or after November 5, 2018. Management has adopted the amendment and included the required reconciliation in the Company’s Consolidated Statement of Changes in Net Assets.

Note 3. Investments

The following table shows the amortized cost and the fair value of the Company’s portfolio investments as of March 31, 2019:



	Amortized Cost		Percentage		Fair Value		Percentage
Senior secured first lien term loans	$	481,546,161	50.5	%	$	422,642,788	47.5	%
Senior secured second lien term loans	177,363,394		18.6		169,658,923		19.0
Senior secured first lien notes	32,876,250		3.4		30,804,926		3.5
Subordinated notes	74,665,000		7.8		67,876,431		7.6
Sierra Senior Loan Strategy JV I LLC	92,050,000		9.7		80,759,104		9.1
Equity/warrants	94,915,970		10.0		118,498,174		13.3
Total	$	953,416,775	100.0	%	$	890,240,346	100.0	%

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	92,050,000		9.2		82,515,860		8.9
Sierra Senior Loan Strategy JV I LLC	77,930,062		7.7		66,187,857		7.2
Equity/warrants	91,194,948		9.1		89,765,126		9.7
Total	$	1,005,666,862	100.0	%	$	923,480,762	100.0	%

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The following table shows the composition of the Company’s portfolio investments by industry classification at amortized cost and fair value as of March 31, 2019:



Industry Classification	Amortized Cost		Percentage		Fair Value		Percentage
Services: Business	$	159,304,367	16.7	%	$	159,317,009	18.0	%
Multi-Sector Holdings	165,762,620		17.4	%	147,683,155		16.6	%
Healthcare & Pharmaceuticals	91,581,085		9.6	%	76,689,403		8.6	%
High Tech Industries	67,428,874		7.1	%	62,312,054		7.0	%
Aerospace & Defense	55,745,356		5.8	%	54,927,888		6.2	%
Banking, Finance, Insurance & Real Estate	48,230,075		5.1	%	51,612,371		5.8	%
Wholesale	40,196,691		4.2	%	51,169,150		5.7	%
Construction & Building	51,740,308		5.4	%	50,152,602		5.6	%
Transportation: Cargo	29,473,391		3.1	%	29,489,469		3.3	%
Automotive	27,145,867		2.8	%	25,809,483		2.9	%
Consumer Goods: Durable	23,473,125		2.5	%	23,427,814		2.6	%
Hotel, Gaming & Leisure	20,885,416		2.2	%	20,821,201		2.3	%
Capital Equipment	17,821,433		1.9	%	17,447,265		2.0	%
Containers, Packaging & Glass	16,941,457		1.8	%	16,105,242		1.8	%
Energy: Oil & Gas	22,016,538		2.3	%	14,453,899		1.6	%
Media: Diversified & Production	15,247,000		1.6	%	14,380,573		1.6	%
Services: Consumer	13,331,429		1.4	%	13,201,389		1.5	%
Chemicals, Plastics & Rubber	11,439,021		1.2	%	11,439,021		1.3	%
Media: Advertising, Printing & Publishing	8,854,692		0.9	%	8,080,955		0.9	%
Transportation: Consumer	7,021,731		0.7	%	7,021,731		0.8	%
Metals & Mining	19,743,259		2.1	%	6,911,596		0.8	%
Forest Products & Paper	6,431,865		0.7	%	6,817,077		0.8	%
Environmental Industries	5,054,517		0.5	%	6,447,676		0.7	%
Consumer Goods: Non-durable	6,534,166		0.7	%	5,200,756		0.6	%
Retail	11,640,285		1.2	%	4,715,116		0.5	%
Media: Broadcasting & Subscription	10,372,207		1.1	%	4,606,451		0.5	%
Total	$	953,416,775	100.0	%	$	890,240,346	100.0	%

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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:



Industry Classification	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	100.0	%	$	923,480,762	100.0	%

See the Consolidated Schedule of Investments for industry classifications of the underlying total return swap ("TRS") reference assets as December 31, 2018. There were no underlying TRS assets as of March 31, 2019.

The following table shows the composition of the Company’s portfolio investments by geography classification at fair value as of March 31, 2019 and December 31, 2018:



	March 31, 2019				December 31, 2018
Geography	Fair Value		Percentage		Fair Value		Percentage
United States	$	818,703,008	92.0	%	$	853,885,729	92.4	%
Cayman Islands	66,924,051		7.5		65,235,477		7.1
Canada	4,613,287		0.5		4,359,556		0.5
Total	$	890,240,346	100.0	%	$	923,480,762	100.0	%

Transactions with Controlled/Affiliated Companies

During the three months ended March 31, 2019 and 2018, the Company had investments in portfolio companies designated as controlled/affiliated investments under the 1940 Act. Transactions with controlled/affiliated investments were as follows:

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Name of Investment⁽³⁾	Type of Investment	Fair Value at December 31, 2018			Purchases/ (Sales) of Investments			Transfers In/(Out) of Investments		Net change in unrealized appreciation/ (depreciation)			Realized Gain/(Loss)			Fair Value at March 31, 2019			Income Earned
1888 Industrial Services, LLC	Revolving Credit Facility	$	943,344		$	125,780		$	—	$	—		$	—		$	1,069,124		$	19,424
	Senior Secured First Lien Term Loan	3,144,481			—			—		—			—			3,144,481			61,290
	Senior Secured First Lien Term Loan	6,005,623			59,895			—		(1,471,420		)	—			4,594,098			—
	Membership Units	—			—			—		—			—			—			—
Access Media Holdings, LLC	Senior Secured First Lien Term Loan	5,141,747			—			—		(447,096		)	—			4,694,651			—
	Common Stock	—			—			—		—			—			—			—
	Preferred Equity	—			—			—		—			—			—			—
	Preferred Equity	—			—			—		—			—			—			—
	Preferred Equity	(88,200		)	—			—		—			—			(88,200		)	—
Caddo Investors Holdings 1 LLC	Equity	5,186,935			—			—		171,140			—			5,358,075			—
Capstone Nutrition, Inc.	Senior Secured First Lien Term Loan	9,524,176								(2,218,617		)	—			7,305,559			—
	Senior Secured First Lien Delayed Draw Term Loan	4,282,981			—			—		(997,703		)	—			3,285,278			—
	Senior Secured First Lien Incremental Delayed Draw Term Loan	1,745,510			1,049,770			—		—			—			2,795,280			106,573
	Common Stock	—			—			—		—			—			—			—
	Common Stock	—			—			—		—			—			—			—
	Common Stock	—			—			—		—			—			—			—
Charming Charlie LLC	Senior Secured First Lien Term Loan	3,121,470			—			—		(849,451		)	—			2,272,019			—
	Senior Secured First Lien Term Loan	1,515,547			50,681			—		(1,566,228		)	—			—			—
	Senior Secured First Lien Term Loan	182,617			—			—		—			—			182,617			9,131
	Senior Secured First Lien Term Loan	—			—			—		—			—			—			3,119
	Common Stock	—			—			—		—			—			—			11,849
Dynamic Energy Services International LLC	Revolving Credit Facility	—			757,459			246,677								1,004,136			20,024
	Senior Secured First Lien Term Loan	—			—			9,828,831		(3,823,676		)	(5,379,805		)	625,350			—
	Equity	—			—			—		—			—			—			—
MCM 500 East Pratt Holdings, LLC	Equity	5,000,000			—			—		—			—			5,000,000			—
MCM Capital Office Park Holdings LLC	Equity	12,499,125			—			—		(1,661,625		)	—			10,837,500			—
Medley Chiller Holdings LLC	Equity	9,098,157			2,125,000			—		14,658,153			—			25,881,310			—
Nomida LLC⁽¹⁾	Equity	989,820			—			—		—			—			989,820			—
Sierra Senior Loan Strategy JV I LLC⁽²⁾	Equity	82,515,860			—			—		(1,756,756		)	—			80,759,104			2,012,500
TwentyEighty, Inc.	Senior Secured First Lien Term Loan	6,975,035			68,200			—		(35,216		)	—			7,008,019			141,073
	Senior Secured First Lien Term Loan	6,497,461			198,099			—		100,706			—			6,796,266			150,573
	Senior Secured First Lien Term Loan	319,870			(37,030		)	—		2,879			181			285,900			8,690
	Senior Secured First Lien Term Loan	—			—			—		—			—			—			587
	Equity	404,943			—			—		3,059,441			—			3,464,384			—
Total		$	165,006,502		$	4,397,854		$	10,075,508	$	3,164,531		$	(5,379,624	)	$	177,264,771		$	2,544,833

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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 March 31, 2018			Income Earned
1888 Industrial Services, LLC	Senior Secured First Lien Term Loan	$	188,669	$	314,448		$	—	$	—		$	—	$	503,117		$	5,913
	Senior Secured First Lien Term Loan	3,144,481		—			—		—			—		3,144,481			52,587
	Senior Secured First Lien Term Loan	7,078,964		220,785			—		(51,949		)	—		7,247,800			175,522
	Membership Units	—		—			—		—			—		—			—
Access Media Holdings, LLC	Senior Secured First Lien Term Loan	7,390,587		31,820			—		(2,280,797		)	—		5,141,610			—
	Common Stock	—		—			—		—			—		—			—
	Preferred Equity	—		—			—		—			—		—			—
	Preferred Equity	—		—			—		—			—		—			—
	Preferred Equity	130,200		93,800			—		(434,000		)	—		(210,000		)	—
Capstone Nutrition	Senior Secured First Lien Term Loan	12,042,301		—			—		(2,923,878		)	—		9,118,423			—
	Senior Secured First Lien Term Loan	5,210,693		—			—		(1,265,159		)	—		3,945,534			—
	Senior Secured First Lien Term Loan	—		1,559,422			—		—			—		1,559,422			75,247
	Common Stock	—		—			—		—			—		—			—
	Common Stock	—		—			—		—			—		—			—
	Common Stock	—		—			—		—			—		—			—
MCM East Pratt Holdings, LLC	Equity	455,871		4,544,129			—		—			—		5,000,000			—
MCM Capital Office Park Holdings LLC	Equity	7,500,000		—			—		—			—		7,500,000			97,403
Medley Chiller Holdings LLC	Equity	—		8,627,500			—		(128,614		)	—		8,498,886			—
Nomida LLC⁽¹⁾	Senior Secured First Lien Term Loan	2,935,000		(1,885,000		)	—		—			—		1,050,000			63,426
	Equity	5,400,000		—			—		(270,000		)	—		5,130,000			—
Sierra Senior Loan Strategy JV I LLC⁽²⁾	Equity	79,515,513		4,637,500			—		(342,825		)	—		83,810,188			1,925,000
TwentyEighty, Inc.	Senior Secured First Lien Term Loan	5,501,849		188,187			—		(124,071		)	—		5,565,965			137,828
	Senior Secured First Lien Term Loan	6,696,055		69,379			—		(45,329		)	—		6,720,105			133,952
	Senior Secured First Lien Term Loan	3,098,085		(25,487		)	—		(1,500		)	—		3,071,098			71,474
	Senior Secured First Lien Term Loan	—		—			—		—			—		—			589
	Equity	—		—			—		—			—		—			—
Total		$	146,288,268	$	18,376,483		$	—	$	(7,868,122	)	$	—	$	156,796,629		$	2,738,941

(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 March 31, 2019, 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/affiliated investments are included in the purchases and sales presented on the Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018. Transfers in/(out) of controlled/

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affiliated represents the fair value for the month an investment became or was removed as a controlled/affiliates investment. Income received from controlled/affiliated investments is included in total investment income on the Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018.

In connection with certain of the Company’s investments, the Company receives warrants that are obtained for the objective of increasing the total investment returns and are not held for hedging purposes. As of March 31, 2019 and December 31, 2018, the total fair value of warrants were $0 and $1,483,609, 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 three months ended March 31, 2019 and 2018, were $173 and $0, respectively and were recorded on the Consolidated Statements of Operations in those accounts. The Company receives warrants in connection with individual investments and are not subject to master netting arrangements.

As of March 31, 2019, the Company held loans it has made directly to 70 investee companies with aggregate principal amounts of $853.1 million. As of December 31, 2018, the Company held loans it has made directly to 74 investee companies with aggregate principal amounts of $917.0 million. During the three months ended March 31, 2019 and 2018, the Company made 28 and 28 loans to investee companies, respectively, with aggregate principal amounts of $67.9 million and $67.7 million, respectively. The details of the Company’s loans 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 March 31, 2019 and December 31, 2018, Sierra JV had total capital commitments of $116 million, with the Company providing $101.5 million and GALIC providing $14.5 million. Approximately $105.2 million was funded as of March 31, 2019 and December 31, 2018, relating to these commitments, of which $92.1 million was from the Company. 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.

At March 31, 2019 and December 31, 2018, Sierra JV had a $250 million senior secured revolving credit facility (the "JV Facility") with Deutsche Bank, AG, New York Branch ("DB"). The JV Facility bears interest at a rate of LIBOR (with no minimum) plus 2.50% per annum. On March 29, 2019, the JV amended the Credit Facility and extended the reinvestment period. The reinvestment period ends on June 28, 2019 and the final maturity date is March 30, 2022 and is secured substantially by all of the SPV's assets, subject certain exclusions set forth in the Credit Facility. As of March 31, 2019 and December 31, 2018, there was $204.9 million outstanding under the JV Facility.

The following table shows a summary of Sierra JV's portfolio as of March 31, 2019 and December 31, 2018:



	March 31, 2019			December 31, 2018
Senior secured loans⁽¹⁾	$	287,239,180		$	284,070,735
Weighted average current interest rate on senior secured loans⁽²⁾	7.54		%	7.61		%
Number of borrowers in the Sierra JV	61			58
Investments at fair value	$	278,042,091		$	277,168,454
Largest loan to a single borrower⁽¹⁾	$	11,000,214		$	11,058,001
Total of five largest loans to borrowers⁽¹⁾	$	46,773,359		$	48,114,884


(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.

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The following is a listing of the individual investments in Sierra JV's portfolio as of March 31, 2019 (unaudited):



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	$	11,000,214	$	11,000,214	$	10,793,411
Acrisure, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor ⁽²⁾	11/22/2023	5,378,100		5,391,790		5,336,689
Avantor, Inc.	Wholesale	Senior Secured First Lien Term Loan LIBOR + 3.75%, 1.00% LIBOR Floor ⁽²⁾	11/21/2024	2,687,636		2,663,033		2,689,787
BW NHHC Holdco Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor ⁽²⁾	5/15/2025	5,208,014		5,137,490		4,999,693
Callaway Golf Company	Consumer Goods: Durable	Senior Secured First Lien Term Loan LIBOR + 4.50%⁽²⁾	1/2/2026	2,967,562		2,910,255		2,987,445
Cardenas Markets LLC	Retail	Senior Secured First Lien Term Loan LIBOR + 5.75%, 1.00% LIBOR Floor ⁽²⁾	11/29/2023	6,353,750		6,311,393		6,182,199
CD&R TZ Purchaser, Inc.	Services: Consumer	Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor ⁽⁴⁾	7/21/2023	6,334,022		6,275,160		6,181,372
CHA Consulting, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor ⁽⁴⁾⁽⁵⁾	4/10/2025	1,360,956		1,355,082		1,357,554
Covenant Surgical Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.50%⁽⁴⁾	10/4/2024	9,882,374		9,862,817		9,783,550
CT Technologies Intermediate Holdings, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor ⁽²⁾	12/1/2021	4,153,478		4,074,398		3,525,471
Deliver Buyer, Inc.	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor ⁽⁴⁾	5/1/2024	2,025,485		2,013,504		2,012,928
Envision Healthcare Corporation	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 3.75%, 1.00% LIBOR Floor ⁽⁴⁾	10/10/2025	1,970,062		1,902,017		1,840,432
GC EOS Buyer, Inc.	Automotive	Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor ⁽²⁾	8/1/2025	4,462,486		4,398,135		4,462,486
GK Holdings, Inc.	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor ⁽⁴⁾	1/20/2021	3,936,788		3,928,235		3,523,032
Glass Mountain Pipeline Holdings, LLC	Energy: Oil & Gas	Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor ⁽²⁾	12/23/2024	4,925,249		4,910,059		4,777,493
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	4,212,340		4,212,340		4,212,342
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	3,039,062		3,013,381		2,801,712
Highline Aftermarket Acquisitions, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 3.50%, 1.00% LIBOR Floor ⁽²⁾	4/26/2025	4,086,765		4,074,938		3,928,606
InfoGroup, Inc	Services: Business	Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor ⁽⁴⁾	4/3/2023	4,900,000		4,867,003		4,831,400
Intermedia Holdings, Inc.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor ⁽⁴⁾	7/21/2025	3,990,000		3,953,736		3,945,711
Isagenix International, LLC	Wholesale	Senior Secured First Lien Term Loan LIBOR + 5.75%, 1.00% LIBOR Floor ⁽⁴⁾	6/16/2025	2,863,436		2,849,013		2,782,689
Jackson Hewitt Tax Services Inc.	Services: Consumer	Senior Secured First Lien Term Loan LIBOR + 6.25%, 1.00% LIBOR Floor ⁽²⁾	4/20/2023	5,925,000		5,925,000		5,925,000
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor ⁽⁴⁾	5/1/2024	6,194,142		6,109,017		5,904,256

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Company	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value⁽¹⁾
KNB Holdings Corporation	Consumer Goods: Durable	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽⁴⁾	4/26/2024	4,935,462	4,863,789	4,854,519
LifeMiles Ltd.	Services: Consumer	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽⁴⁾	8/18/2022	5,121,795	5,102,861	5,096,186
Loparex International B.V.	Containers, Packaging and Glass	Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor ⁽⁴⁾	4/11/2025	6,616,666	6,588,084	6,576,967
Manna Pro Products, LLC	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor ⁽²⁾⁽⁵⁾	12/8/2023	3,044,793	3,044,793	2,900,256
Manna Pro Products, LLC	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan LIBOR + 6.00%, 1.00% LIBOR Floor (2)(5)	12/8/2023	376,167	376,167	367,101
Midcoast Energy LLC	Energy: Oil & Gas	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽⁴⁾	8/1/2025	5,472,500	5,422,876	5,435,834
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	2,921,175	2,914,242	2,895,762
NGS US Finco, LLC	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor ⁽⁴⁾	10/1/2025	2,992,500	2,978,745	2,977,538
Northern Star Industries, Inc.	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor ⁽⁴⁾	3/28/2025	4,207,500	4,189,397	4,042,566
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor ⁽²⁾⁽⁵⁾	9/29/2025	5,488,834	5,446,573	5,316,261
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	977,367	969,375	967,594
Peraton Corp.	Aerospace and Defense	Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor ⁽⁴⁾	4/29/2024	3,423,864	3,411,393	3,313,272
PetroChoice Holdings, Inc.	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor ⁽⁴⁾	8/19/2022	6,876,418	6,857,725	6,863,352
Phoenix Guarantor Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.50%⁽⁵⁾	3/5/2026	5,477,083	5,395,761	5,385,616
Plaskolite PPC Intermediate II LLC	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor ⁽²⁾	12/15/2025	3,241,875	3,180,232	3,236,364
Port Townsend Holdings Company, Inc.	Forest Products & Paper	Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor ⁽²⁾	4/3/2024	3,057,205	3,031,447	3,057,205
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽⁴⁾	11/30/2021	4,435,359	4,435,359	4,343,546
PVHC Holding Corp.	Containers, Packaging and Glass	Senior Secured First Lien Term Loan LIBOR + 4.75%, 1.00% LIBOR Floor ⁽⁴⁾⁽⁵⁾	8/5/2024	1,982,312	1,973,381	1,972,402
Recorded Books Inc.	Media: Diversified & Production	Senior Secured First Lien Term Loan LIBOR + 4.50%⁽⁴⁾	8/29/2025	5,472,500	5,422,100	5,472,500
Rough Country, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 3.75%, 1.00% LIBOR Floor ⁽²⁾	5/25/2023	6,063,436	6,040,909	6,027,661
Safe Fleet Holdings LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 3.00%, 1.00% LIBOR Floor ⁽²⁾	2/3/2025	4,782,876	4,728,327	4,611,290
Salient CRGT Inc.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.75%, 1.00% LIBOR Floor ⁽²⁾	2/28/2022	4,471,726	4,419,132	4,399,731
SCS Holdings I Inc.	Wholesale	Senior Secured First Lien Term Loan LIBOR + 4.25%, 1.00% LIBOR Floor ⁽²⁾	10/31/2022	4,695,448	4,678,603	4,695,448

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Company	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value⁽¹⁾
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	9,875,000		9,834,935		9,754,525
Sierra Enterprises, LLC	Beverage & Food	Senior Secured First Lien Term Loan LIBOR + 3.50%, 1.00% LIBOR Floor ⁽²⁾	11/11/2024	3,938,886		3,928,532		3,899,497
Simplified Logistics LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.50%, 1.00% LIBOR Floor ⁽⁴⁾	2/27/2022	3,500,000		3,415,893		3,500,000
SMB Shipping Logistics, LLC	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 4.00%, 1.00% LIBOR Floor ⁽⁴⁾	2/5/2024	2,481,013		2,459,217		2,407,078
Starfish Holdco, LLC	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor ⁽²⁾	8/16/2024	3,935,250		3,908,566		3,927,773
Syniverse Holdings, Inc.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.00%, 1.00% LIBOR Floor ⁽²⁾	3/9/2023	3,955,026		3,923,669		3,622,803
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	7,840,000		7,789,003		7,340,592
The KeyW Corporation	Aerospace and Defense	Senior Secured First Lien Term Loan LIBOR + 4.50%, 1.00% LIBOR Floor ⁽²⁾	5/8/2024	2,697,675		2,685,756		2,697,675
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	4,371,352		4,371,352		4,340,315
ThoughtWorks, Inc.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 4.00%, 1.00% LIBOR Floor ⁽²⁾	10/11/2024	5,708,741		5,696,627		5,687,618
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	2,450,249		2,440,005		2,450,250
United Road Services, Inc	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 5.25%, 1.00% LIBOR Floor ⁽²⁾	9/2/2024	3,820,000		3,804,852		3,746,274
Valence Surface Technologies, Inc.	Aerospace and Defense	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽²⁾	6/13/2021	6,192,618		6,190,902		6,192,618
Wok Holdings Inc	Retail	Senior Secured First Lien Term Loan LIBOR + 6.50%⁽⁴⁾	3/1/2026	6,650,002		6,592,403		6,608,770
Xebec Global Holdings, LLC	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽⁴⁾	2/12/2024	8,175,771		8,175,771		8,175,771
Z Gallerie, LLC	Retail	Senior Secured First Lien Term Loan LIBOR + 6.50%, 1.00% LIBOR Floor ⁽³⁾	10/8/2021	5,000,815		5,000,815		1,500,244
Z-Medica, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.50%, 1.00% LIBOR Floor ⁽⁴⁾	9/29/2022	2,655,000		2,655,000		2,596,059
Total				$	287,239,180	$	285,482,579	$	278,042,091


(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. All securities are categorized as Level 3 under the definition of ASC 820 fair value hierarchy


(2)	The interest rate on these loans is subject to a base rate plus 1 Month (“1M”) LIBOR, which at March 31, 2019 was 2.50%. The interest rate is subject to a minimum LIBOR floor.


(3)	The interest rate on these loans is subject to a base rate plus 2 Month (“2M”) LIBOR, which at March 31, 2019 was 2.56%. The interest rate is subject to a minimum LIBOR floor.


(4)	The interest rate on these loans is subject to a base rate plus 3 Month (“3M”) LIBOR, which at March 31, 2019 was 2.60%. The interest rate is subject to a minimum LIBOR floor.


(5)	Includes an analysis of the value of any unfunded loan commitments.

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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 ⁽²⁾ LIBOR + 6.00% Cash, 1.00% LIBOR Floor	6/7/2022	$	11,289,143	$	11,289,143	$	11,289,143
AccentCare, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	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 ⁽³⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	11/22/2023	5,446,350		5,463,963		5,432,734
Amplify Snack Brands, Inc.	Beverage & Food	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	9/4/2023	2,710,507		2,688,518		2,695,870
Apco Holdings, Inc.	Automotive	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 6.00% Cash, 1.00% LIBOR Floor	1/31/2022	4,583,108		4,489,351		4,583,108
API Technologies Corp.	Aerospace and Defense	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 6.50% Cash, 1.00% LIBOR Floor	4/22/2022	5,865,000		5,780,283		5,865,000
Associated Asphalt Partners, LLC	Construction & Building	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	4/5/2024	991,786		987,339		991,786
Avantor Performance Materials Holdings, Inc.	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 4.00% Cash, 1.00% LIBOR Floor	11/21/2024	7,250,000		7,142,615		7,280,450
Blount International, Inc.	Capital Equipment	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	6/16/2023	997,500		995,170		1,007,475
Cardenas Markets LLC	Retail	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.75% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 6.00% Cash, 1.00% LIBOR Floor	7/21/2023	6,418,750		6,341,846		6,418,750
Covenant Surgical Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 4.75% Cash, 1.00% LIBOR Floor	10/4/2024	8,117,949		8,093,676		8,117,949
CP OpCo, LLC	Services: Business	Senior Secured First Lien Term Loan ^{(4) (7) (8)} ABR + 5.50% PIK, 4.25% ABR Floor	4/1/2019	374,949		355,848		99,549
CP OpCo, LLC	Services: Business	Senior Secured First Lien Term Loan ^{(4) (7) (8)} ABR + 8.50% PIK, 4.25% ABR Floor	4/1/2019	2,759,011		1,195,026		—
CP OpCo, LLC	Services: Business	Senior Secured First Lien Term Loan ^{(4) (7) (8)} ABR + 7.00% PIK, 3.75% ABR Floor	4/1/2019	1,730,483		—		—
CP OpCo, LLC Revolving Credit Facility	Services: Business	Senior Secured First Lien Term Loan ^{(4) (9) (10)} ABR + 3.50% Cash, 4.25% ABR Floor	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 ⁽⁴⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	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⁽²⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	12/1/2021	4,207,418		4,083,299		4,207,418
DigiCert, Inc.	High Tech Industries	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 4.75% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 6.50% Cash, 1.00% LIBOR Floor	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 ⁽²⁾ LIBOR + 4.00% Cash, 1.00% LIBOR Floor	12/22/2023	6,451,250		6,443,716		6,493,828

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Company	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value⁽¹⁾
GK Holdings, Inc.	Services: Business	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 6.00% Cash, 1.00% LIBOR Floor	1/20/2021	3,988,182	3,973,551	3,906,425
Global Eagle Entertainment Inc.	Telecommunications	Senior Secured First Lien Term Loan ⁽⁵⁾ LIBOR + 7.50% Cash, 1.00% LIBOR Floor	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 ⁽²⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 5.00% Cash, 1.00% LIBOR Floor	6/30/2022	3,078,124	3,042,142	3,078,125
Highline Aftermarket Acquisitions, LLC	Automotive	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 4.75% Cash, 1.00% LIBOR Floor	6/21/2022	7,940,000	7,868,779	7,860,600
InfoGroup, Inc	Services: Business	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.00% Cash, 1.00% LIBOR Floor	4/3/2023	4,962,500	4,918,711	4,941,161
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	5/1/2024	6,272,747	6,165,434	6,304,111
KNB Holdings Corporation	Consumer Goods: Durable	Senior Secured First Lien Term Loan⁽⁴⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	4/26/2024	6,459,375	6,342,607	6,475,523
LegalZoom.com, Inc.	Services: Business	Senior Secured First Lien Term Loan ⁽⁶⁾ LIBOR + 4.50% Cash, 1.00% LIBOR Floor	11/21/2024	2,000,000	1,980,247	1,980,000
LifeMiles Ltd.	Services: Business	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	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 ⁽²⁾ LIBOR + 4.50% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 6.00% Cash, 1.00% LIBOR Floor	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 ⁽²⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	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⁽²⁾ LIBOR + 6.25% Cash, 1.00% LIBOR Floor	7/14/2022	5,850,003	5,835,262	5,850,004
Peraton Corp.	Aerospace and Defense	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	4/29/2024	4,975,000	4,952,439	4,950,125
PetroChoice Holdings, Inc.	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan⁽²⁾ LIBOR + 5.00% Cash, 1.00% LIBOR Floor	8/19/2022	4,949,368	4,949,368	4,949,368
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	11/30/2021	4,480,124	4,480,124	4,480,124
Quorum Health Corporation	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 6.75% Cash, 1.00% LIBOR Floor	4/29/2022	2,040,782	2,011,200	2,053,639
RESIC Enterprises, LLC	Beverage & Food	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	11/11/2024	3,750,000	3,731,552	3,731,250
Rough Country, LLC	Automotive	Senior Secured First Lien Term Loan⁽²⁾ LIBOR + 4.50% Cash, 1.00% LIBOR Floor	5/25/2023	4,731,098	4,688,066	4,711,227
Salient CRGT Inc.	High Tech Industries	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 5.75% Cash, 1.00% LIBOR Floor	2/28/2022	4,811,011	4,730,252	4,815,823
SCS Holdings I Inc.	Wholesale	Senior Secured First Lien Term Loan⁽²⁾ LIBOR + 4.25% Cash, 1.00% LIBOR Floor	10/31/2022	8,083,411	8,044,248	8,063,202

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Company	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value⁽¹⁾
Starfish Holdco, LLC	High Tech Industries	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.00% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 6.50% Cash, 1.00% LIBOR Floor	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⁽²⁾ LIBOR + 4.75% Cash, 1.00% LIBOR Floor	5/28/2021	4,961,832		4,961,832		4,961,832
ThoughtWorks, Inc.	High Tech Industries	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 4.50% Cash, 1.00% LIBOR Floor	10/11/2024	4,000,000		3,990,290		3,990,000
United Road Services, Inc	Cargo	Senior Secured First Lien Term Loan ⁽²⁾ LIBOR + 5.25% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	6/13/2019	4,298,919		4,285,610		4,261,949
VCVH Holding Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 5.00% Cash, 1.00% LIBOR Floor	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 ⁽⁴⁾ LIBOR + 6.00% Cash, 1.00% LIBOR Floor	3/1/2023	472,035		469,992		476,377
Z Gallerie, LLC	Retail	Senior Secured First Lien Term Loan ⁽⁴⁾ LIBOR + 6.50% Cash, 1.00% LIBOR Floor	10/8/2020	4,887,218		4,887,220		4,887,218
Z-Medica, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan⁽⁴⁾ LIBOR + 5.50% Cash, 1.00% LIBOR Floor	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, 2018 was 2.50%.


(3)	The interest rate on these loans is subject to a base rate plus 2 Month (“2M”) LIBOR, which at December 31, 2018 was 261%.


(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%.


(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%.


(6)	The interest rate on these loans is subject to a base rate plus 12 Month (“12M”) LIBOR, which at December 31, 2018 was 2.93%.


(7)	The investment was on non-accrual status as of December 31, 2018.


(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 an adjusted base rate ("ABR") plus a spread.


(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 March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018.



	March 31, 2019		December 31, 2018
	(unaudited)
Selected Consolidated Statement of Assets and Liabilities Information:
Investments in loans at fair value (amortized cost of $285,482,579 and $257,831,412, respectively)	$	278,042,091	$	277,168,454
Cash and cash equivalents	18,112,653		20,494,190
Other assets	1,080,036		1,781,149
Total assets	$	297,234,780	$	299,443,793

Senior credit facility payable (net of deferred financing costs of $1,876,530 and $1,599,958, respectively)	203,023,470		203,300,042
Other liabilities	423,519		953,352
Interest payable	933,590		411,102
Total liabilities	$	204,380,579	$	204,664,496
Members’ capital	92,854,201		94,779,297
Total liabilities and members' capital	$	297,234,780	$	299,443,793

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	Three Months Ended March 31,
	2019			2018
	(unaudited)			(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income	$	5,598,814		$	4,613,690
Total expenses	(3,194,145		)	(2,506,307		)
Net change in unrealized appreciation/(depreciation) of investments	(2,093,959		)	(512,524		)
Net realized gain/(loss) on investments	64,194			208,806
Net income	$	374,904		$	1,803,665

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.

As of March 31, 2019, excluding Sierra JV, the Company had no single Control Investment which would be deemed to be a significant subsidiary pursuant to Rule 10-01(b)(1) of Regulation S-X.

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 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.

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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 March 31, 2019:



Type of Investment ⁽¹⁾	Level 1		Level 2		Level 3		Total
Asset
Senior secured first lien term loans	$	—	$	—	$	422,642,788	$	422,642,788
Senior secured first lien notes	—		800,000		30,004,926		30,804,926
Senior secured second lien term loans	—		—		169,658,923		169,658,923
Subordinated notes	—		—		67,876,431		67,876,431
Equity/warrants	—		—		87,258,789		87,258,789
Total	$	—	$	800,000	$	777,441,857	$	778,241,857
Investments measured at net asset value							$	111,998,489
Total Investments, at fair value							$	890,240,346


(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 on TRS with Citibank, N.A.	$	—	$	—	$	144,311	$	144,311

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 depreciation on TRS with Citibank, N.A.	$	—	$	—	$	(6,524,904	)	$	(6,524,904	)

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The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2019:



	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, 2018	$	479,593,279		$	30,752,993		$	169,923,547		$	66,187,857		$	75,480,034		$	(6,524,904	)	$	815,412,806
Purchases	43,251,311			—			5,670,970			7,377,980			(28,307,536		)	—			27,992,725
Sales	(89,640,552		)	(4,801,501		)	(3,003,000		)	(8,661,399		)	29,903,731			—			(76,202,721		)
Transfers in	—			4,742,100			—			—			—			—			4,742,100
Transfers out	—			(876,600		)	—			—			—			—			(876,600		)
Amortization of discount/(premium)	264,258			(154		)	172,181			—			—			—			436,285
Paid-in-kind interest income	789,444			—			301,714			—			—			—			1,091,158
Net realized gains/(losses)	(5,420,873		)	(163,654		)	(37,442		)	(1,981,643		)	(173		)	—			(7,603,785		)
Net change in unrealized appreciation/(depreciation)	(6,194,079		)	351,742			(3,369,047		)	4,953,636			10,182,733			6,669,215			12,594,200
Balance, March 31, 2019	$	422,642,788		$	30,004,926		$	169,658,923		$	67,876,431		$	87,258,789		$	144,311		$	777,586,168
Change in net unrealized appreciation/ (depreciation) in investments held as of March 31, 2019⁽¹⁾	$	(11,395,816	)	$	75,734		$	(3,722,641	)	$	2,074,947		$	10,182,560		$	144,311		$	(2,640,905	)


(1)	Amount is included in the related amount on investments and total return swap in the 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 three months ended March 31, 2019, the Company recorded $876,600 in transfers from Level 3 to Level 2 and $4,742,100 in transfers from Level 2 to Level 3 due to availability of market data and observable valuation inputs to support the valuation. The Company recorded no other transfers between levels.

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 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	39,062,517			1,352,000			5,648,439			5,885,930			15,364,309			—			67,313,195
Sales	(56,326,376		)	(1,893,250		)	(13,162,104		)	(4,380,533		)	—			—			(75,762,263		)
Transfers in	—			—						—			—			—			—
Transfers out	—			(1,776,200		)	—			—			—			—			(1,776,200		)
Amortization of discount/(premium)	446,023			—			258,725			—			—			—			704,748
Paid-in-kind interest income	409,318			—			—			—			127,500			—			536,818
Net realized gains/(losses)	(14,097,179		)	(106,750		)	(18,569,789		)	436,466			—			—			(32,337,252		)
Net change in unrealized appreciation/(depreciation)	(891,266		)	432,377			18,023,488			(780,564		)	(974,511		)	2,941,368			18,750,892
Balance, March 31, 2018	$	536,017,581		$	28,279,058		$	224,036,376		$	75,502,584		$	80,271,613		$	(2,413,500	)	$	941,693,712
Change in net unrealized appreciation/(depreciation) in investments held as of March 31, 2018⁽¹⁾	$	(17,305,385	)	$	(53,823	)	$	(551,980	)	$	(80,618	)	$	(974,510	)	$	2,941,368		$	(16,024,948	)


(1)	Amount is included in the related amount on investments and total return swap in the 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 three months ended March 31, 2018, the Company recorded $1,776,200 in transfers from Level 3 to Level 2 and $0 in transfers from Level 2 to Level 3 due to availability of market data and observable valuation inputs to support the valuation. The Company recorded no other transfers between levels.

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The following table presents the quantitative information about Level 3 fair value measurements of the Company’s total investments, as of March 31, 2019:



Type of Investment	Fair Value		Valuation techniques	Unobservable input⁽¹⁾	Range (weighted average)
Senior Secured First Lien Term Loan	$	271,806,524	Income Approach (DCF)	Market yield	6.76% - 26.99% (10.45%)
Senior Secured First Lien Term Loan	50,945,720		Market Approach (Guideline Comparable)/Income Approach (DCF)/Enterprise Valuation Analysis	Revenue Multiple, EBITDA Multiple, Discount Rate, Expected Proceeds	0.30x - 1.35x (1.11x) / 3.50x-6.75x (5.51x) / 17.00% - 18.50% (17.57%) / $0.6M - $17.9M ($8.8M)
Senior Secured First Lien Term Loan	99,890,544		Recent Arms-length transaction	Recent Arms-length transaction	N/A
Senior Secured First Lien Notes	30,004,926		Income Approach (DCF)	Market yield	11.87% - 17.66% (15.72%)
Senior Secured Second Lien Term Loan	153,165,997		Income Approach (DCF)	Market yield	9.06% - 18.71% (12.16%)
Senior Secured Second Lien Term Loan	6,889,197		Market Approach (Guideline Comparable)/Income Approach (DCF)	EBITDA Multiple, Discount Rate	5.25x - 6.25x (5.75x) / 17.50% - 19.50% (18.50%)
Senior Secured Second Lien Term Loan	9,603,729		Recent Arms-length transaction	Recent Arms-length transaction	N/A
Equity/Warrants	57,713,044		Market Approach (Guideline Comparable)/Market Approach (Comparable Transactions)/ Income Approach (DCF)/Option Model/Enterprise Valuation Analysis	Revenue Multiple, EBITDA Multiple, Discount Rate, Volatility , Average List Price, Capitalization Rate, Book Value Multiple, Expected Proceeds	1.35x - 1.35x (1.35x) / 3.50x-13.50x (8.49x) / 17.00% - 21.25% (20.00%) / 50.00% - 50.00% (50.00%) / $1.0M - $1.0M ($1.0M) / 7.63% - 8.50% (8.22%) / 1.25x - 1.25x (1.25x) / $1.2M - $25.6M ($24.5M)
Equity/Warrants	28,663,652		Income Approach (DCF)	Market yield	13.31% - 18.90% (14.43%)
Equity/Warrants	882,093		Recent Arms-length transaction	Recent Arms-length transaction	N/A
Subordinated Notes	57,830,106		Income Approach (DCF)	Discount rate	14.00% - 22.50% (16.37%)
Subordinated Notes	8,236,525		Recent Arms-length transaction	Recent Arms-length transaction	N/A
Subordinated Notes	1,809,800		Income Approach (DCF)	Market yield	8.95%
Total	$	777,441,857
TRS	144,311		Recent Arms-length transaction	Recent Arms-length transaction	N/A
Total	$	777,586,168


(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.

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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.

The significant unobservable inputs used in the fair value measurement of the Company’s debt and derivative investments are market yields. 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 or decreases in any of the above significant unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets.

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.

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”. 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

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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 extend the term of the TRS from March 21, 2016 through March 21, 2019 and increase 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 $180 million, subject to 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.

SIC Advisors may terminate the TRS on behalf of Arbor at any time upon providing 10 days prior notice to Citibank. Citibank may terminate the TRS at any time.

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 three months ended March 31, 2019 and 2018, Arbor paid $69,320 and $0, respectively, in minimum usage fees.

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 March 31, 2019 and December 31, 2018, Arbor has posted $591,654 and $27,000,000, 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 is restricted from removing the cash collateral posted to Citibank and 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 March 31, 2019 and December 31, 2018, 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.

The Company’s maximum credit risk exposure as of March 31, 2019 and December 31, 2018 is $591,654 and $27,113,252, respectively, which is recorded on the Consolidated Statements of Assets and Liabilities as cash collateral on TRS and receivable due on TRS.

The Company’s receivable from Citibank represents realized amounts from payments on underlying loans in the TRS portfolio that as of March 31, 2019 and December 31, 2018 was $0 and $113,252, 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

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with any unrealized appreciation or depreciation outstanding in the Consolidated Statements of Assets and Liabilities as of March 31, 2019 and December 31, 2018.

Transactions in TRS contracts during the three months ended March 31, 2019 and 2018 were as follows:



	Three Months Ended March 31,
	2019			2018
Interest income and settlement from TRS portfolio	$	352,666		$	1,437,354
Traded gains/(loss) on TRS loan sales	(9,529,401		)	41,268
Net realized gains/(loss) on TRS portfolio	$	(9,176,735	)	$	1,478,622

Net change in unrealized appreciation/(depreciation) on TRS portfolio	$	6,669,215		$	2,941,369

The Company held one derivative position as of March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018:



	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)
March 31, 2019
TRS⁽¹⁾ ⁽²⁾	$	144,311		$	—	$	144,311		$	144,311	$	—
December 31, 2018
TRS⁽¹⁾	$	(6,524,904	)	$	—	$	(6,524,904	)	$	6,524,904	$	—


(1)	As of March 31, 2019 and December 31, 2018, $591,654 and $27,000,000, 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 TRS.


(2)	As of March 31, 2019 there were no loans underlying the TRS. The gross derivative asset of $144,311 represents accrued interest on loans previously held.

The volume of the Company’s derivative transactions for the three months ended March 31, 2019 and 2018 were as follows:



	Three Months Ended March 31,
	2019		2018
Average notional amount of contracts⁽¹⁾	$	30,563,576	$	168,905,937


(1)	Average notional amount is based on the average month end balances for the three months ended March 31, 2019 and 2018, 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 March 31, 2019 and December 31, 2018:



	March 31, 2019							December 31, 2018
	Total Commitment		Balance Outstanding			Unused Commitment		Total Commitment		Balance Outstanding			Unused Commitment
ING Credit Facility	$	220,000,000	$	88,100,000		$	131,900,000	$	220,000,000	$	115,000,000		$	105,000,000
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		328,100,000			191,900,000		520,000,000		355,000,000			165,000,000
Unamortized deferred financing costs	—		(3,103,557		)	—		—		(3,460,986		)	—
Total borrowings outstanding, net of deferred financing costs	$	520,000,000	$	324,996,443		$	191,900,000	$	520,000,000	$	351,539,014		$	165,000,000

As a BDC, the Company is generally 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 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.

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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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018, 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 upon market interest rates of the Company’s borrowing or entities with similar credit risk, adjusted for

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nonperformance risk, if any. As of March 31, 2019 and December 31, 2018, the ING Credit Facility would be deemed to be Level 3, as defined in Note 4.

As of March 31, 2019 and December 31, 2018, the financing costs of $1,301,606 and $1,419,794 related to the ING Credit Facility have been capitalized and are being amortized over the respective terms, respectively. The following table shows additional information about the interest and financing costs related to the ING Credit Facility for the three months ended March 31, 2019 and 2018:



	For the Three Months Ended March 31,
	2019			2018
Interest expense related to the ING Credit Facility	$	1,588,667		$	1,865,107
Financing expenses related to the ING Credit Facility	239,438			229,614
Total interest and financing expenses related to the ING Credit Facility	$	1,828,105		$	2,094,721

Weighted average outstanding debt balance of the ING Credit Facility	$	109,620,000		$	167,611,111
Weighted average interest rate of the ING Credit Facility (annualized)	5.8		%	4.5		%

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 March 31, 2019 and 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

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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 March 31, 2019 and December 31, 2018, the Alpine Credit Facility would be deemed to be Level 3, as defined in Note 4.

As of March 31, 2019 and December 31, 2018, the financing costs of $1,801,951 and $2,041,192 related to the Alpine Credit Facility has been capitalized and is being amortized over the respective terms, respectively. The following table shows additional information about the interest and financing costs related to the Alpine Credit Facility for the three months ended March 31, 2019 and 2018:



	For the Three Months Ended March 31,
	2019			2018
Interest expense related to the Alpine Credit Facility	$	3,362,887		$	2,838,468
Financing expenses related to the Alpine Credit Facility	239,241			239,241
Total Interest and financing expenses related to the Alpine Credit Facility	$	3,602,128		$	3,077,709

Weighted average outstanding debt balance of the Alpine Credit Facility	$	240,000,000		$	242,744,444
Weighted average interest rate of the Alpine Credit Facility (annualized)	5.6		%	4.7		%

Note 7. Agreements

Investment Advisory Agreement

On April 5, 2012, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with SIC Advisors to manage the Company’s investment activities. The Investment Advisory Agreement 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 Investment Advisory Agreement 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. On April 4, 2019, the Company’s board of directors approved the renewal of the Investment Advisory Agreement for an additional one-year term at an in-person meeting. Pursuant to the Investment Advisory Agreement, 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 Investment Advisory Agreement, 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. 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 three months ended March 31, 2019 and 2018, the Company recorded an expense for base management fees of $4,442,090 and $5,003,816, respectively. As of March 31, 2019 and December 31, 2018, the Company recorded a base management fee payable of $4,442,089 and $4,491,234, 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.

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For the three months ended March 31, 2019 and 2018, the Company recorded incentive fees of $0 and $0, respectively. As of March 31, 2019 and December 31, 2018, the Company recorded incentive fees payable of $0 and $0, respectively.

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 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 three months ended March 31, 2019 and 2018, the Company recorded no capital gains incentive fee. As of March 31, 2019 and December 31, 2018, the Company recorded no capital gains incentive fee 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 April 4, 2019, 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 three months ended March 31, 2019 and 2018, the Company recorded administrator expenses of $622,071 and $723,535, respectively. As of March 31, 2019 and December 31, 2018, the Company had administrator fees payable of $622,072 and $689,711, respectively.

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.

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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 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.

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 March 31, 2019 and December 31, 2018, the Company did not record any Crystalized Reimbursements. As of March 31, 2019 and December 31, 2018, the total remaining amount eligible for reimbursement of the Company to SIC Advisors, net of Crystalized Reimbursements, was $11,024,017 and $16,228,913, 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, 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⁽³⁾	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.

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 represented $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 represented $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.

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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.

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 would, 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, would 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 would 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, would 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 would have the right to receive certain dividends and/or other payments. The Mergers would 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, would be internalized.

Set forth below is a description of the Decision, which should be read in the context of the impact that the Decision and corresponding Settlement Term Sheet may have on the Company with respect to any potential amendment to the Merger Agreements.

On February 11, 2019, a putative stockholder class action related to the MCC Merger was commenced in the Court of Chancery of the State of Delaware by FrontFour. The action, as consolidated, is captioned In re Medley Capital Corporation Stockholder Litigation, C.A. No. 2019-0100-KSJM, 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, Medley Group LLC, and Medley LLC (the “Class Action”). The complaint alleged that MCC’s directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC’s stockholders in connection with the MCC Merger, and that MDLY, the Company, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued the Decision denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that the Company aided and abetted those breaches of fiduciary duties. The Court ordered defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC’s stockholders on the MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information.

On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement, which are contained in the Settlement Term Sheet, among the Medley Parties, on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand. The Settlement Term Sheet is intended to form the basis of a definitive stipulation of settlement in the Class Action. The Settlement Term Sheet provides that MCC will seek to obtain the agreement and/or consent of the Company to effect certain amendments to (i) the MCC Merger Agreement and (ii) the MDLY Merger Agreement. If the foregoing amendments are entered into they will, among other matters (as described in further detail in the Settlement Term Sheet): (a) extend the Outside Date (as defined in the Merger Agreements) to October 31, 2019; (b) permit the MCC Special Committee to undertake a sixty-day “go shop” process to solicit superior transactions to the MCC Merger and (c) if the MCC Merger is consummated, create a settlement fund, consisting of $17 million in cash and $30 million of the Company’s stock, with the number of shares of the Company’s stock to be calculated using the pro forma NAV reported in the future proxy supplement describing the amendments to the MCC Merger Agreement, which will be distributed to eligible members of the Class (as defined in the Settlement Term Sheet). In connection with the Settlement Term Sheet, MDLY has executed an acknowledgement and agreement to take certain actions, including consenting to certain amendments to the Merger Agreements, in furtherance of the transactions contemplated thereby.

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Merger at a meeting of stockholders to approve the MCC Merger Agreement and in favor of the directors nominated by our board of directors for election at MCC’s 2019 annual meeting of stockholders.

Under the Settlement Term Sheet, the parties have agreed to cooperate to reduce the agreements reflected therein to the Settlement Stipulation, and to obtain approval of Court of Chancery of the State of Delaware as soon as reasonably practicable thereafter. The Settlement Stipulation will provide for mutual releases between and among FrontFour and the Class, on the one hand, and the Medley Parties, on the other hand, of all claims that were or could have been asserted in the Class Action. The Medley Parties will also release all claims arising out of or relating to the prosecution and settlement of the Class Action and all claims that were or could have been asserted (other than claims against NexPoint Advisors, L.P. and its affiliates) in the litigation pending in the United States District Court for the Southern District of New York captioned Medley Capital Corporation v. FrontFour Capital Group LLC, et al., No. 1:19-cv-02055-LTS (S.D.N.Y.) (the “Federal Action”), and FrontFour and the Class will release all claims arising out of or relating to the prosecution and settlement of the Federal Action.

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 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. Please see the footnotes to the consolidated schedule of investments as of March 31, 2019 and December 31, 2018 for disclosures regarding securities also held by affiliated funds.

Note 9. Directors Fees

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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, which is comprised solely of its independent directors (the “Sierra Special Committee”), for the purpose of assessing the merits of various proposed strategic transactions. On January 26, 2018, as compensation for serving on the Special Committee, the Board approved (i) a one-time retainer of $25,000, (ii) a monthly fee of $15,000 payable to the Chairman of the Sierra Special Committee, (iii) a monthly fee of $10,000 payable to each of the other members of the Sierra Special Committee, and (iv) reimbursement for all out-of-pocket expenses incurred by the members of the Sierra Special Committee in connection with his or her 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 (i) the monthly fee payable to the Chariman of the Special Committee from $15,000 to $20,000 and (ii) the monthly fee payable to each of the other members of the Sierra Special Committee from $10,000 to $15,000.

For the three months ended March 31, 2019 and 2018, the Company recorded directors' fees expenses in General and Administrative expenses on the consolidated statement of operations of $293,250 and $264,250, 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 stockholders 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 three months ended March 31, 2019 and 2018:



	For the Three Months Ended March 31, 2019
	2019		2018
Net increase/(decrease) in net assets from operations	$	14,913,372	$	(1,013,073	)
Weighted average common shares outstanding	99,158,430		96,993,237
Weighted average basic and diluted earnings per common share	$	0.15	$	(0.01	)

Note 11. Commitments

As of March 31, 2019 and December 31, 2018, the Company had $37,112,341 and $49,555,687, 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.

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	As of
	March 31, 2019		December 31, 2018
1888 Industrial Services, LLC	$	440,227	$	566,007
AAAHI Acquisition Corporation	1,586,982		1,597,633
Access Media Holdings, LLC	88,200		88,200
Alpine SG, LLC	1,000,000		1,000,000
Barry's Bootcamp Holdings, LLC	2,268,571		3,668,571
Black Angus Steakhouses, LLC	3,013,393		4,352,679
Central States Dermatology Services, LLC	—		314,351
Charming Charlie LLC	2,252,279		2,252,279
DataOnline Corp.	1,180,000		1,180,000
Dynamic Energy Services International LLC	995,864		1,753,323
Isola USA Corp.	1,138,277		1,138,277
Manna Pro Products, LLC	325,000		325,000
Path Medical, LLC	393,600		393,600
PT Network, LLC	4,437,433		4,437,433
Redwood Services Group, LLC	1,437,500		1,725,000
RMS Holding Company, LLC	813,102		264,454
SavATree, LLC	—		158,889
SFP Holding, Inc.	3,000,000		2,863,985
Sierra Senior Loan Strategy JV I LLC	4,200,000		4,200,000
Simplified Logistics, LLC	5,000,000		5,000,000
Smile Doctors LLC	3,070,855		4,305,655
Elite Comfort Solutions LLC	—		2,499,293
SRS Software, LLC	—		5,000,000
TwentyEighty, Inc.	471,058		471,058
Total Commitments	$	37,112,341	$	49,555,687

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 three months ended March 31, 2019 and 2018:



	For the Three Months Ended March 31, 2019
	2019		2018
Origination fees	$	44,689	$	595,836
Prepayment fees	341,588		—
Amendment fees	119,034		11,009
Administrative agent fees	29,199		26,727
Other fees	—		11,103
Fee income	$	534,510	$	644,675

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

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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 three months ended March 31, 2019, the Company distributed a total of $15,814,922, of which $9,626,848 was in cash and $6,188,074 was in the form of common stock associated with the DRIP. For the three months ended March 31, 2018, the Company distributed a total of $15,520,650, of which $8,852,937, was in cash and $6,667,713 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 2019 and 2018. Stockholders of record as of each respective record date were entitled to receive the distribution.



Record Date	Payment Date	Amount per share
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

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 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.

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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 three months ended March 31, 2019 and 2018, the Company repurchased 0 and 94,892 shares, respectively, of certain shareholders due to death or disability.

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Note 14. Financial Highlights

The following is a schedule of financial highlights of the Company for the three months ended March 31, 2019 and 2018:



	2019			2018
Per Share Data:⁽¹⁾
Net asset value at beginning of period	$	6.72		$	7.66
Net investment income	0.09			0.12
Net realized gains/(losses) on investments and total return swap	(0.17		)	(0.32		)
Net unrealized appreciation/(depreciation) on investments and total return swap	0.23			0.19
Net increase/(decrease) in net assets	$	0.15		$	(0.01	)
Distributions from return of capital	—			—
Distributions declared from net investment income⁽²⁾	(0.16		)	(0.16		)
Distributions from net realized capital gains	—			—
Total distributions to shareholders	$	(0.16	)	$	(0.16	)
Issuance of common shares above net asset value⁽³⁾	—			—
Net asset value at end of period	$	6.71		$	7.49
Total return based on net asset value⁽⁴⁾⁽⁵⁾	2.36		%	(0.26		)%
Portfolio turnover rate⁽⁵⁾	6.73		%	6.58		%
Shares outstanding at end of period	99,485,633			97,578,798
Net assets at end of period	$	667,366,723		$	730,841,863
Ratio/Supplemental Data (annualized):
Ratio of net investment income to average net assets	5.39		%	6.29		%
Ratio of net expenses (including incentive fees) to average net assets	7.38		%	7.14		%
Ratio of incentive fees to average net assets ⁽⁵⁾	—		%	—		%
Supplemental Data (annualized):
Asset coverage ratio per unit⁽⁶⁾	$	3,034		$	2,417
Percentage of non-recurring fee income⁽⁷⁾	9.80		%	10.29		%
Ratio of net expenses (excluding incentive fees) to average net assets	7.38		%	7.14		%
Ratio of interest and financing related expenses to average net assets	3.31		%	2.85		%
Total Debt Outstanding^:(8)(9)
Revolving Credit Facility	$	328,100,000		$	375,000,000
Total Return Swap⁽¹⁰⁾	$	—		$	115,420,681


(1)	The per share data was derived by using the weighted average shares outstanding during the three months ended March 31, 2019 and 2018, which were 99,158,430 and 96,993,237 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 DRIP, and no sales charge.


(5)	Not annualized.

(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. As of March 31, 2019 and 2018, the Company's Asset Coverage Per Unit including unfunded commitments was $2,726 and $2,163, respectively.


(7)	Represents the impact of non-recurring fees over total investment income.


(8)	Total amount of each class of senior securities outstanding at the end of the period excluding debt issuance costs.


(9)	Average market value per unit is not applicable as these classes of securities are not registered for public trading.


(10)	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.

Note 15. 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-Q or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2019, except as disclosed below.

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On April 29, 2019, our board of directors declared a series of monthly distributions for April, May and June 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
April 29, 2019	April 30, 2019	$0.05334
May 30, 2019	May 31, 2019	0.05334
June 27, 2019	June 28, 2019	0.05334

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Item 2. 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 quarterly report on Form 10-Q.

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 quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q 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 this quarterly report on Form 10-Q and in Item 1A “Risk Factors” in Part 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

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

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and other expenses incurred by Medley Capital LLC in performing its obligations under the Administration Agreement, including our 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 would, 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, would 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 would, 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 would 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, would 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 would have the right to receive certain dividends and/or other payments. If the Mergers are successfully consummated, our common stock would 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.

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On February 11, 2019, a putative stockholder class action related to the MCC Merger was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd (collectively, “FrontFour”). The action, as consolidated, is captioned In re Medley Capital Corporation Stockholder Litigation, C.A. No. 2019-0100-KSJM 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, Medley Group LLC, and Medley LLC (the “Class Action”). The complaint alleged that MCC’s directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC’s stockholders in connection with the MCC Merger, and that MDLY, the Company, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued a Memorandum Opinion (the “Decision”) denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that the Company aided and abetted those breaches of fiduciary duties. The Court ordered defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC’s stockholders on the MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information.

On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement, which are contained in a binding term sheet, dated April 15, 2019 (the “Settlement Term Sheet”), among Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC, MCC Advisors LLC, Medley LLC, and Medley Group LLC (the “Medley Parties”), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand. The Settlement Term Sheet is intended to form the basis of a definitive stipulation of settlement in the Class Action. The Settlement Term Sheet provides that MCC will seek to obtain the agreement and/or consent of the Company to effect certain amendments to (i) the MCC Merger Agreement and (ii) the MDLY Merger Agreement (together with the MCC Merger Agreement, the “Merger Agreements”). If the foregoing amendments are entered into they will, among other matters (as described in further detail in the Settlement Term Sheet): (a) extend the Outside Date (as defined in the Merger Agreements) to October 31, 2019; (b) permit MCC’s special committee of independent directors (the “MCC Special Committee”) to undertake a sixty-day “go shop” process to solicit superior transactions to the MCC Merger and (c) if the MCC Merger is consummated, create a settlement fund, consisting of $17 million in cash and $30 million of the Company’s stock, with the number of shares of the Company’s stock to be calculated using the pro forma NAV reported in the future proxy supplement describing the amendments to the MCC Merger Agreement, which will be distributed to eligible members of the Class (as defined in the Settlement Term Sheet). In connection with the Settlement Term Sheet, MDLY has executed an acknowledgement and agreement to take certain actions, including consenting to certain amendments to the Merger Agreements, in furtherance of the transactions contemplated thereby.

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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.

Portfolio and Investment Activity

The following table shows the amortized cost and the fair value of our investment portfolio as of March 31, 2019:

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	Amortized Cost		Percentage		Fair Value		Percentage
Senior secured first lien term loans	$	481,546,161	50.5	%	$	422,642,788	47.5	%
Senior secured second lien term loans	177,363,394		18.6		169,658,923		19.0
Senior secured first lien notes	32,876,250		3.4		30,804,926		3.5
Subordinated notes	74,665,000		7.8		67,876,431		7.6
Sierra Senior Loan Strategy JV I LLC	92,050,000		9.7		80,759,104		9.1
Equity/warrants	94,915,970		10.0		118,498,174		13.3
Total	$	953,416,775	100.0	%	$	890,240,346	100.0	%

As of March 31, 2019, our income-bearing investment portfolio, which represented 85.9% of our total portfolio, had a weighted average yield based upon the cost of our investment portfolio of 9.6%, and 9.5% of our income-bearing portfolio bore interest based on fixed rates, while 90.5% of our income-bearing portfolio bore interest at floating rates, such as LIBOR.

For the three months ended March 31, 2019, we invested $60.7 million of principal in directly originated transactions across 21 portfolio companies and $7.0 million of principal in syndicated transactions across 5 portfolio companies. As of March 31, 2019, the investment portfolio was comprised of $928.3 million of principal in directly originated transactions across 78 portfolio companies and $175.8 million of principal in syndicated transactions across 34 portfolio companies.

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	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	%

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 investment portfolio of approximately 9.7%, 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.

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 March 31, 2019 and December 31, 2018:



	March 31, 2019				December 31, 2018
	Percentage of Total Investments		Weighted Average Current Yield for Total Investments⁽¹⁾		Percentage of Total Investments		Weighted Average Current Yield for Total Investments⁽¹⁾
Senior secured first lien term loans	47.5	%	10.2	%	50.5	%	10.3	%
Senior secured second lien term loans	19.0		14.0		17.8		13.3
Senior secured first lien notes	3.5		15.3		3.7		13.3
Subordinated notes	7.6		8.8		7.0		7.2
Sierra Senior Loan Strategy JV I LLC	9.1		10.3		8.7		9.7
Equity/warrants	13.3		11.8		12.3		12.2
Total	100.0	%	11.1	%	100.0	%	10.8	%


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

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The following table shows the portfolio composition by industry classification based on fair value as of March 31, 2019:



Industry Classification	Fair Value		Percentage
Services: Business	$	159,317,009	18.0	%
Multi-Sector Holdings	147,683,155		16.6	%
Healthcare & Pharmaceuticals	76,689,403		8.6	%
High Tech Industries	62,312,054		7.0	%
Aerospace & Defense	54,927,888		6.2	%
Banking, Finance, Insurance & Real Estate	51,612,371		5.8	%
Wholesale	51,169,150		5.7	%
Construction & Building	50,152,602		5.6	%
Automotive	25,809,483		2.9	%
Consumer Goods: Durable	23,427,814		2.6	%
Transportation: Cargo	21,245,455		2.4	%
Hotel, Gaming & Leisure	20,821,201		2.3	%
Capital Equipment	17,447,265		2.0	%
Containers, Packaging & Glass	16,105,242		1.8	%
Energy: Oil & Gas	14,453,899		1.6	%
Media: Diversified & Production	14,380,573		1.6	%
Services: Consumer	13,201,389		1.5	%
Chemicals, Plastics & Rubber	11,439,021		1.3	%
Transportation: Cargo	8,244,014		0.9	%
Media: Advertising, Printing & Publishing	8,080,955		0.9	%
Transportation: Consumer	7,021,731		0.8	%
Metals & Mining	6,911,596		0.8	%
Forest Products & Paper	6,817,077		0.8	%
Environmental Industries	6,447,676		0.7	%
Consumer Goods: Non-durable	5,200,756		0.6	%
Retail	4,715,116		0.5	%
Media: Broadcasting & Subscription	4,606,451		0.5	%
Total	$	890,240,346	100.0	%

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The following table shows the portfolio composition by industry classification, including the TRS underlying loans, based on fair value as of 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	16.9	%
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

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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:



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 March 31, 2019 and December 31, 2018:



	March 31, 2019				December 31, 2018
Investment Credit Rating	Investments at Fair Value		Percentage		Investments at Fair Value		Percentage
1	$	188,003,247	21.1	%	$	36,018,931	3.9	%
2	483,908,356		54.4		701,419,815		75.9
3	168,488,171		18.9		140,325,008		15.2
4	6,866,117		0.8		3,597,528		0.4
5	42,974,455		4.8		42,119,480		4.6
Total	$	890,240,346	100.0	%	$	923,480,762	100.0	%

Results of Operations

The following table shows operating results for the three months ended March 31, 2019 and 2018:



	For the Three Months Ended March 31,
	2019			2018
Total investment income	$	20,910,460		$	24,360,040
Total expenses	12,115,767			12,945,695
Net investment income	8,794,693			11,414,345
Net realized gain/(loss) from investments and total return swap	(16,585,595		)	(30,702,476		)
Net change in unrealized appreciation/(depreciation) on investments and total return swap	25,678,886			18,139,603
Change in provision for deferred taxes on unrealized gain on investments	(2,974,612		)	135,455
Net increase/(decrease) in net assets resulting from operations	$	14,913,372		$	(1,013,073	)

Investment Income

Total investment income decreased $3,449,580, or 14.2%, to $20,910,460 for the three months ended March 31, 2019, compared to $24,360,040 for the three months ended March 31, 2018. Total investment income consisted primarily of portfolio interest and dividends, which decreased $3,601,884, or 15.2%, to $20,090,428 for the three months ended March 31, 2019, compared to $23,692,312 for the three months ended March 31, 2018. This decrease was primarily due to a decrease in the size of the underlying portfolio due to our reduced leverage utilization. Fee income decreased $110,165, or 17.1%, to $534,510 for the three months ended March 31, 2019, compared to $644,675 for the three months ended March 31, 2018, primarily due to a decrease in fees associated with loan originations and loan prepayments.

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Operating Expenses

The following table shows operating expenses for the three months ended March 31, 2019 and 2018 :



	For the Three Months Ended March 31,
	2019		2018
Base management fees	$	4,442,090	$	5,003,816
Interest and financing expenses	5,430,233		5,172,430
Incentive fees	—		—
General and administrative expenses	941,498		1,425,118
Administrator expenses	622,071		723,535
Offering costs	32,308		283,250
Professional fees	647,567		337,546
Total expenses	$	12,115,767	$	12,945,695

Total expenses decreased $829,928, or 6.4%, to $12,115,767 for the three months ended March 31, 2019, as compared to $12,945,695 for the three months ended March 31, 2018, primarily due to a decrease in base management fees.

Base management fees decreased $561,726, or 11.2%, to $4,442,090 for the three months ended March 31, 2019, as compared to $5,003,816 for the three months ended March 31, 2018, primarily due to a decrease in our gross assets.

Interest and financing expenses increased $257,803, or 5.0%, to $5,430,233 for the three months ended March 31, 2019, as compared to $5,172,430 for the three months ended March 31, 2018, primarily due to an increase in the weighted average interest rate of our credit facilities, which is a result of an increase in LIBOR rates, 1.1%, or a 23.9% 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 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.

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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. For the three months ended March 31, 2019, we recognized net realized loss on investments of $16,585,595, primarily due to certain non-cash restructuring transactions and the wind-down of our TRS facility. For the three months ended March 31, 2018, we recognized net realized loss on investments of $30,702,476, primarily due to certain non-cash restructuring transactions.

Net Unrealized Appreciation/Depreciation on Investments

Net change in unrealized appreciation/depreciation on investments reflects the net change in the fair value of our investments including the TRS and provision for deferred taxes. For the three months ended March 31, 2019, we recorded a net change in unrealized appreciation of $22,704,274. For the three months ended March 31, 2018, we recorded a net change in unrealized appreciation of $18,275,058.

Changes in Net Assets from Operations

For the three months ended March 31, 2019, we recorded a net increase in net assets resulting from operations of $14,913,372. Based on 99,158,430 weighted average common shares outstanding for the three months ended March 31, 2019, our per share net increase in net assets resulting from operations was $0.15. For the three months ended March 31, 2018, we recorded a net decrease in net assets resulting from operations of $1,013,073. Based on 96,993,237 weighted average common shares outstanding for the three months ended March 31, 2018, our per share net decrease in net assets resulting from operations was $0.01.

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 March 31, 2019 and December 31, 2018, we had $101,179,567 and $59,481,495, 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.

The following table shows our net borrowings as of March 31, 2019 and December 31, 2018:



	March 31, 2019							December 31, 2018
	Total Commitment		Balance Outstanding			Unused Commitment		Total Commitment		Balance Outstanding			Unused Commitment
ING Credit Facility	$	220,000,000	$	88,100,000		$	131,900,000	$	220,000,000	$	115,000,000		$	105,000,000
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		328,100,000			191,900,000		520,000,000		355,000,000			165,000,000
Unamortized deferred financing costs	—		(3,103,557		)	—		—		(3,460,986		)	—
Total borrowings outstanding, net	$	520,000,000	$	324,996,443		$	191,900,000	$	520,000,000	$	351,539,014		$	165,000,000

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

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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 March 31, 2019 and December 31, 2018, 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 March 31, 2019, our borrowings under the ING Facility totaled $88,100,000 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 March 31, 2019, 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.

Contractual Obligations

The following table shows our payment obligations for repayment of debt, which total our contractual obligations at March 31, 2019:



	Payment Due By Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
ING Credit Facility	$	88,100,000	$	—	$	88,100,000	$	—	$	—
Alpine Credit Facility	240,000,000		—		240,000,000				—
Total Contractual Obligations	$	328,100,000	$	—	$	328,100,000	$	—	$	—

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 April 4, 2019, 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

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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 April 4, 2019, 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 reduced 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.

Transactions in TRS contracts during the three months ended March 31, 2019 were $9.2 million in realized losses and $6.7 million in net change in unrealized appreciation, which are recorded on the Consolidated Statements of Operations.

Transactions in TRS contracts during the three months ended March 31, 2018 were $1.5 million in realized gains and $2.9 million in net change in unrealized appreciation, which are recorded on the Consolidated Statements of Operations.

Our derivative asset from Citibank, net of amounts available for offset under a master netting agreement as of March 31, 2019, was $0.0 million, 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 three months ended March 31, 2019 and 2018 were as follows:



	Three Months Ended March 31,
	2019		2018
Average notional amount of contracts ⁽¹⁾	$	30,563,576	$	168,905,937


(1)	Average notional amount is based on the average month end balances for the three months ended March 31, 2019 and 2018, which is representative of the volume of notional contract amounts held during each year.

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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 March 31, 2019, there was $204.9 million outstanding under the JV Facility and the Sierra JV had total assets of $297.2 million. As of March 31, 2019, Sierra JV’s portfolio was comprised of 100.0% of senior secured first lien term loans to 61 different portfolio companies with one portfolio company on non-accrual status. As of December 31, 2018, Sierra JV’s portfolio was comprised of 100% of senior secured first lien term loans to 58 different portfolio companies with one portfolio company on non-accrual status.

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 March 31, 2019 and December 31, 2018, there was $204.9 million outstanding under the JV Facility.

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 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

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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.

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.”



Record Date	Payment Date	Amount per share
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

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 represented $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 represented $9.025 per share.

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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.

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

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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.

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

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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 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

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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 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. Original issue discounts, 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

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Record Date	Payment Date	Amount per share
April 29, 2019	April 30, 2019	$0.05334
May 30, 2019	May 31, 2019	0.05334
June 27, 2019	June 28, 2019	0.05334

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of March 31, 2019, 90.5% of our portfolio investments (based on fair value) paid floating interest rates, while 9.5% paid fixed interest rates and 14.1% were non-income producing investments while 85.9% 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 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. 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 March 31, 2019, the following table shows the approximate annual impact on the change in net interest income 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	$	19,738,734		$	9,843,000		$	9,895,734
200	13,159,156			6,562,000			6,597,156
100	6,579,578			3,281,000			3,298,578
(100)	(6,579,578		)	(3,281,000		)	(3,298,578		)
(200)	(10,169,552		)	(6,562,000		)	(3,607,552		)
(300)	(10,169,552		)	(8,184,455		)	(1,985,097		)


(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 three months ended March 31, 2019, we did not engage in interest rate hedging activities.

In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-Valuation of Investments” and “Item 1A. Risk Factors.”

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are 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.

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.

PART II. Other Information

Item 1. 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 July 23, 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 putative 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. (collectively, “FrontFour”). The action, as consolidated, is captioned In re Medley Capital Corporation Stockholder Litigation, C.A. 2019-0100-KSJM 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, Medley Group LLC, and Medley LLC (the “Class Action”). The complaint alleged that MCC’s directors (directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC stockholders in connection with the MCC Merger, and that MDLY, the Company, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued a Memorandum Opinion (the “Decision”) denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that Sierra 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 MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information. On March 20, 2019, another purported stockholder class action was commenced by Stephen Altman against Brook Taube, Seth Taube, Jeff Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, Mark Lerdal, and John E. Mack in the Court of Chancery of the State of Delaware, captioned Altman v. Taube, Case No. 2019-0219 (the “Altman Action”). The complaint alleged that the defendants breached their fiduciary duties to stockholders of MCC in connection with the vote of MCC stockholders

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on the proposed mergers. On April 8, 2019, the Court granted a stipulation consolidating the Class Action and the Altman Action, designating the amended complaint in the Class Action as the operative complaint, and designating the plaintiffs in the Class Action and their counsel the lead plaintiffs and lead plaintiffs’ counsel, respectively.

On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement of the Class Action, which are contained in a binding term sheet, dated April 15, 2019 (the “Settlement Term Sheet”), among Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, the Company, MCC Advisors, Medley LLC, and Medley Group LLC (the “Medley Parties”), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand. The Settlement Term Sheet is intended to form the basis of a definitive stipulation of settlement in the Class Action. The Settlement Term Sheet provides that MCC will seek to obtain the agreement and/or consent of Sierra to effect certain amendments to (i) the MCC Merger Agreement and (ii) the MDLY Merger Agreement (together with the MCC Merger Agreement, the “Merger Agreements”). If the foregoing amendments are entered into they will, among other matters (as described in further detail in the Settlement Term Sheet): (a) extend the Outside Date (as defined in the Merger Agreements) to October 31, 2019; (b) permit the MCC Special Committee to undertake a sixty-day “go shop” process to solicit superior transactions to the MCC Merger and (c) if the MCC Merger is consummated, create a settlement fund, consisting of $17 million in cash and $30 million of Sierra stock, with the number of shares of Sierra stock to be calculated using the pro forma net asset value reported in the future proxy supplement describing the amendments to the MCC Merger Agreement, which will be distributed to eligible members of the Class (as defined in the Settlement Term Sheet). In connection with the Settlement Term Sheet, MDLY has executed an acknowledgement and agreement to take certain actions, including consenting to certain amendments to the Merger Agreements, in furtherance of the transactions contemplated thereby.

In addition, the Settlement Term Sheet provides that MCC and FrontFour will enter into a Governance Agreement pursuant to which, among other matters, FrontFour will be subject to customary standstill restrictions and be required to vote in favor of the MCC Merger at a meeting of stockholders to approve the MCC Merger Agreement and in favor of the directors nominated by the board of directors of MCC (the “Board”) for election at MCC’s 2019 annual meeting of stockholders.

If the contemplated amendments to the Merger Agreements have not been entered into by May 15, 2019, the Settlement Term Sheet may be terminated by MCC or FrontFour.

The contemplated amendments to the Merger Agreements require the agreement of Sierra and there can be no assurance that such agreement will be obtained or that agreements on the amendments to the Merger Agreements will be reached. In connection with the execution of the Settlement Term Sheet, effective as of April 15, 2019, the Board appointed David A. Lorber and Lowell W. Robinson to the Board to fill the vacancies on the Board created by the resignations of Mark Lerdal and John E. Mack, respectively.

On April 5, 2019, a purported stockholder class action was commenced in the Supreme Court of the State of New York, County of New York, by alleged stockholders of Sierra Income Corporation, captioned Roger Anderson et al. v. Stephen R. Byers et al., Index No. 652006/2019. Named as defendants are Stephen R. Byers, Oliver T. Kane, Valerie Lancaster-Beal, Brook Taube, Seth Taube, Sierra Income Corporation, and Sierra Management, Inc. The complaint alleges that the individuals named as defendants breached their fiduciary duties to stockholders of Sierra Income Corporation in connection with the proposed mergers of Medley Capital Corporation with and into Sierra Income Corporation and Medley Management Inc. with and into Sierra Management, Inc., and that Brook Taube, Seth Taube, Sierra Income Corporation, and Sierra Management, Inc. aided and abetted those alleged breaches of fiduciary duties. The complaint seeks to enjoin the proposed mergers or, in the alternative, to recover money damages in an unspecified amount. On April 29, 2019, the parties filed a Stipulation and Proposed Scheduling Order, which provides, subject to approval of the court, that the plaintiff shall file an amended complaint by June 15, 2019, and that the defendants’ time to respond to the amended complaint will be sixty days following the filing of the amended complaint. The defendants believe the claims asserted in the action are without merit and they intend to defend the lawsuit vigorously.

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Item 1A. Risk Factors

In addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on April 1, 2019, which could materially affect our business, financial condition and/or operating results. There have been no material changes during the three months ended March 31, 2019 to the risk factors discussed in “Item 1A. Risk Factors” of our annual report on Form 10-K. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

Item 2. 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 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits



3.1		Articles of Incorporation of the Registrant
3.2		Articles of Amendment of the Registrant
3.3		Articles of Amendment and Restatement of the Registrant
3.4		Second Articles of Amendment and Restatement of the Registrant
3.5		Form of Articles Supplementary Electing to be Subject to Subtitle 8 of the Maryland General Corporation Law
3.6		Form of Bylaws of the Registrant
10.1		Form of Subscription Agreements
10.2		Second Amended and Restated Distribution Reinvestment Plan
10.3		Investment Advisory Agreement
10.4		Form of Second Amended and Restated Dealer Manager Agreement
10.5		First Amendment to Second Amended and Restated Dealer Manager Agreement
10.6		Form of Participating Broker-Dealer Agreement (Included as Exhibit A to the Form of Amended and Restated Dealer Manager Agreement)
10.7		Custody Agreement
10.8		Form of Administration Agreement
10.9		Form of License Agreement
10.10		Form of Escrow Agreement
10.11		ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of August 27, 2013, by and between Arbor Funding LLC and Citibank, N.A.
10.12		Amended and Restated Loan Agreement, dated as of September 29, 2017, by and among Alpine Funding LLC as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the Financing Providers from time to time party thereto, SIC Advisors LLC, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto

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10.13		Fifth Amended and Restated Confirmation Letter Agreement, dated as of September 29, 2017, by and between Arbor Funding LLC and Citibank, N.A.
10.14		Amended and Restated Senior Secured Revolving Credit Agreement among the Company as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated as of August 12, 2016
10.15		Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2019, by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for the purposes of Section 2.10 thereof, subsidiary guarantors party thereto
10.16		Guarantee, Pledge and Security 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, dated December 4, 2013
10.17		Control Agreement among the Company, ING Capital LLC, as collateral agent, and State Street Bank and Trust Company, as the Company’s Custodian, dated December 4, 2013
10.18		Loan Agreement, dated as of July 23, 2014, by and among Alpine Funding LLC, as company, JPMorgan Chase Bank, National Association, as administrative agent, the Financing Providers from time to time party thereto, SIC Advisors LLC, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto
10.19		Sale and Contribution Agreement, dated as of July 23, 2014, by and between Sierra Income Corporation, as seller, and Alpine Funding LLC, as purchaser
10.20		Portfolio Management Agreement, dated as of July 23, 2014, by and between Alpine Funding LLC, as borrower and SIC Advisors LLC, as portfolio manager
10.21		Amendment No. 1 to the Loan Agreement, dated as of July 23, 2014, by and among Alpine Funding LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the Financing Providers from time to time party thereto, SIC Advisors LLC, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto
10.22		Limited Liability Company Operating Agreement of Sierra Senior Loan Strategy JV I LLC, dated March 27, 2015
10.23		Agreement and Plan of Merger, dated as of August 9, 2018, by and between Medley Capital Corporation and Sierra Income Corporation
10.24		Agreement and Plan of Merger, dated as of August 9, 2018, by and among Medley Management Inc., Sierra Income Corporation and Sierra Management, Inc.
11		Computation of Per Share Earnings (included in the notes to the financial statements contained in this report) *
12		Computation of Ratio of Earnings to Fixed Charges (included in the notes to the financial statements contained in this report) *
31.1		Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated: May 15, 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)